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HomeMy WebLinkAboutContract 53891 DocuSign Envelope ID.o320DEBE-BEBI)-dC62-A3FQA6359EAA7C7E CSC No. 53891 DESIGN PROCUREMENT AGREEMENT 2020 FOR SANITARY SEWER MAIM M-295 REPLACEMENT This Design Procurement Agreement ("Agreement") is entered into the by and between the City of Fort Worth("City"),a home-rule municipal corporation of the State of Texas("City"), acting herein by and through,its duly authorized Assistant City Manager,and Legends of Hanna Ranch, Ltd.,a Texas limited partnership("Developer")acting by and through Louis Trapolino, its duly authorized representative- City and Developer are referred to herein individually as a party and collectively as the parties. Recitals WHEREAS, the City and Developer each desire to make public infrastructure improvements, including replacing public sanitary sewer main M-295 and M-329 located in Village Creek in the City of Fort Worth,Texas(the"Project")as further described in Exhibit"A'; and WHEREAS,City and Developer desire to enter into this Design Procurement Agreement in order to accomplish the goals of the Parties;and WHEREAS, Developer has determined that Huitt-7,ollars Consulting Engineers, LLC ("Design Consultant") should design the Project based on demonstrated competence and qualification to perform the Design Consultant services for a fair and reasonable price;and WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the Project and find them to be fair and reasonable;and WHEREAS, Developer will initially fund the costs of Design Consultant and City will reimburse Developer for the City's portion of the design up to a maximum amount of$459,77134 and WHEREAS,City and Developer intend to execute a Community Facilities Agreement,or other similar agreement, that provides for the Developer to construct the Project and seek reimbursement from the City for the City's share of the construction costs and eligible construction expenses as agreed by the parties;and WHEREAS, Developer shall not earn a fee based upon the City's portion of the design fees paid to Design Consultant. NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants and agreements herein contained,the City and Developer agree as follows: Design Procurement Agreement for Sanitary Sewer Main Paz POPROAL RECORD M-295 Replacement CITY SECRETARY FT. WORTH,TX DocuSign Envelope ID:D320DEBE-BE8D-4062-A3F0-A6359EAA7C7E SECTION 1 GENERAL REQUIREMENTS 1.1 The Project will generally consist of certain public infrastructure in the form of a replacement of existing sewer M-295 and M-329 with new 2,675 L.F. of 21 inch, 4040 L.F. of 30 inch, and 6700 L.F. of 36 inch public sanitary sewer mains in Village Creek basin as further described in Exhibit"A". 1.2 Developer will retain Huitt-Zollars Consulting Engineers, LLC as the Design Consultant for the Project pursuant to a written agreement to which the City consents,a copy of which is attached hereto as Exhibit"B". 1.3 City agrees to reimburse Developer for 94.25% of the actual cost to design the Project ("City's Share"), with total liability by the City not to exceed $458,771.30. The design of the Project includes, as appropriate, the preparation of engineering drawings, studies, renderings, contract specifications, estimates, and other documents necessary to construct the improvements contemplated by this Agreement ("Construction Documents"). Developer shall pay all invoices received by Developer from Design Consultant for the design of the Project. Developer shall deliver to the City a copy of Design Consultant's invoice,proof that Developer has paid Design Consultant for the City's Share of the design of Project included in the invoice, and an invoice from Developer. Developer shall not submit invoices to the City for reimbursement until the amount that Developer seeks reimbursement for is equal to or exceeds $50,000.00. The City shall reimburse Developer for the City's Share of the actual design costs incurred or paid for the Project contained within the invoice within thirty (30) days of the City receiving from Developer a copy of the invoice from Design Consultant,proof of payment to Design Consultant,and an invoice from Developer. City shall have the ultimate right to approve or disapprove the Construction Documents, such approval not to be unreasonably withheld, delayed, or conditioned. 1.4 The parties intend to execute a Community Facilities Agreement for construction of the replacement of existing sewer M-295 and M-329. The Community Facilities Agreement will set forth the construction costs. The Developer will be responsible for paying the CFA application fee associated with the Project. The City and Developer will split the cost of IPRC Engineering Review Fees,permitting, easements,and other fees related to the design of the Project,with the City paying 94.25%of those costs and the Developer paying 5.75% of those costs. The City will acquire all easements for the Project. The Design Engineer will prepare the easement documents. 1.5 Provided the City has reimbursed Developer for all submitted invoices that collectively do not exceed $458,771.30, City shall own the plans and other documents and work product Design Consultant creates for the design of the Project. In the event this Agreement is terminated, City shall have the right to enter into an agreement with Design Consultant to complete the design of the Project. Developer shall include the City's ownership right in the plans for the Project and the City's right to enter into an agreement with Design Design Procurement Agreement for Sanitary Sewer Main Page 2 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E Consultant to complete the design of the Project if this Agreement is terminated in Developer's agreement with Design Consultant SECTION 2 TERMINATION 2.1 Termination. This Agreement may be terminated without cause by either party upon delivery of written notice to the other party of such intent to terminate;provided,however, the City may not terminate this Agreement in bad faith for the purpose of avoiding its reimbursement obligation set forth in Section 1.3 above. If the City terminates this Agreement after the design work for the Project has commenced, then the City shall reimburse Developer for the City's Share of the design costs incurred or paid as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. 2.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of. (i) delivery by the City to Developer of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement;provided,however,the City shall reimburse Developer for the City's Share of the design costs incurred or paid as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. SECTION 3 FORCE MAJEURE 3.1 If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission,or agency of the United States or of any state;declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. SECTION 4 LIABILITY AND INDEMNIFICATION 4.1 DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER, Design Procurement Agreement for Sanitary Sewer Main Page 3 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF DEVELOPER,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS,LAWSUITS,ACTIONS, COSTS,AND EXPENSES OFANYKIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS(OTHER THANTHE CIT19, OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT,EXCEPT TIM T THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS,EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARA TIVEL YINA CCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 4.3 Developer shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 4.4 Developer's agreement with the Design Consultant shall include a release and indemnity in favor of City in substantially the following form: I. INDEMNIFICATION A. INDEMNIFICATION FOR GENERAL LIABILITY/NON- PROFESSIONAL NEGLIGENCE CONSULTANT SHALL DEFEND INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH ITS OFFICERS EMPLOYEES PRINCIPALS, AND AFFILIATED ENTITIES (THE "INDEMNITEES") FROM AND AGAINST DAMAGES LIABILITY LOSSES COSTS AND EXPENSES INCLUDING REASONABLE ATTORNEYS' FEES ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE OF THE CONSULTANT ITS EMPLOYEES, AGENTS, SUBCONTRACTORS OR OTHERS FOR WHOM THE CONSULTANT IS LEGALLY LIABLE PROVIDED THAT SUCH DAMAGE LIABILITY LOSS COST OR EXPENSE IS: Design Procurement Agreement for Sanitary Sewer Main Page 4 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E 1) ATTRIBUTABLE TO PERSONAL INJURY, DEATH, DISEASE, PROPERTY DAMAGE, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, ENTITY OR ENTITIES, THAT MAY ARISE OUT OF OR RESULT FROM CONSULTANT'S BREACH OF ANY OF THE TERMS OR COVENANTS CONTAINED IN THIS AGREEMENT; 2) NOT THE RESULT OF CONSULTANT'S PROFESSIONAL NEGLIGENCE. THIS INDEMNITY OBLIGATION SHALL SURVIVE THE COMPLETION OF WORK AND TERMINATION OF THIS AGREEMENT. B. INDEMNIFICATION FOR PROFESSIONAL NEGLIGENCE CONSULTANT SHALL INDEMNIFY AND HOLD HARMLESS INDEMNITEES FROM AND AGAINST DAMAGES LOSSES AND JUDGMENTS ARISING FROM CLAIMS BY THIRD PARTIES INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES RECOVERABLE UNDER APPLICABLE LAW BUT ONLY TO THE EXTENT THEY ARE CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF CONSULTANT ITS EMPLOYEES AND ANY OF ITS SUBCONSULTANTS IN THE PERFORMANCE OF PROFESSIONAL SERVICES . UNDER THIS AGREEMENT. SOLELY AND EXCLUSIVELY FOR PROFESSIONAL LIABILITY CLAIMS CONSULTANT SHALL HAVE NO OBLIGATION TO UNDERTAKE THE DEFENSE OF INDEMNITEES IN A PROFESSIONAL LIABILITY CLAIM PRIOR TO THE DETERMINATION OF LIABILITY IN SUCH PROFESSIONAL LIABILITY CLAIM.IF CONSULTANT IS A PARTY TO THE PROFESSIONAL LIABILITY CLAIM AT ITS CONCLUSION THEN UPON CONCLUSION OF THE PROFESSIONAL LIABILITY CLAIM EITHER THROUGH SETTLEMENT, OR BY THE ISSUANCE OF AN ARBITRATION AWARD, JUDGMENT OR OTHER FINAL DETERMINATION OF LIABILITY, CONSULTANT SHALL PROMPTLY REIMBURSE INDEMNITEES FOR A PROPORTIONATE SHARE OF INDEMNITEES' DEFENSE ATTORNEY'S FEES INVESTIGATION COSTS COURT OR ARBITRATION COSTS AND EXPENSES INCURRED IN DEFENDING ANY CLAIM DEMAND ACTION LAWSUIT ARBITRATION OR OTHER PROCEEDING RELATING TO SUCH PROFESSIONAL LIABILITY CLAIM IN AN AMOUNT PROPORTIONATE TO THE PERCENTAGE OF LIABILITY ALLOCATED TO CONSULTANT IN ANY SUCH SETTLEMENT AGREEMENT, ARBITRATION AWARD, JUDGMENT OR OTHER FINAL DETERMINATION OF LIABILITY. CONSULTANT SHALL NOT HAVE ANY OBLIGATION TO INDEMNIFY DEFEND OR REIMBURSE INDEMNITEES FOR PROFESSIONAL LIABILITY CLAIMS ARISING BY REASON OF THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNITEES. Design Procurement Agreement for Sanitary Sewer Main Page 5 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E THIS INDEMNITY OBLIGATION SHALL SURVIVE THE COMPLETION OF WORK AND TERMINATION OF THIS AGREEMENT. SECTION 5 INSURANCE 5.1 Developer shall maintain the insurance requirements set forth in Exhibit C, which is attached hereto and incorporated herein for all purposes. 5.2 Developer shall require in its contract with Design Consultant that City is listed as an additional insured on Design Consultant's insurance policy. SECTION 6 NONDISCRIMINATION 6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in performing the services under this Agreement. SECTION 7 VENUE AND CHOICE OF LAW 7.1 Developer and City agree that this Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity,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. SECTION 8 THIRD-PARTY RIGHTS AND ASSIGNMENTS 8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 8.2 Developer agrees that it will not subcontract or assign all or any part of its rights,privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 9 BINDING COVENANTS 9.1 Subject to the limitations contained herein,the covenants,conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. SECTION 10 INDEPENDENT CONTRACTOR Design Procurement Agreement for Sanitary Sewer Main Page 6 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E 10.1 Developer shall perform all work and services hereunder as an independent contractor,and not as an officer, agent, servant or employee of the City. Developer shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same,and shall be solely responsible for the acts and omissions of its officers, agents, employees and subconsultants (or subcontractors). Nothing herein shall be construed as creating a partnership or joint venture between the City and Developer, its officers, agents, employees and subconsultants (or subcontractors), and doctrine of respondent superior has no application as between the City and Developer. SECTION 11 AMENDMENTS, CAPTIONS,AND INTERPRETATION 11.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon the written consent of both the City and Developer. 11.2 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. SECTION 12 GOVERNMENTAL POWERS AND IMMUNITIES 12.1 It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. SECTION 13 AUTHORIZATION AND COUNTERPARTS 13.1 By executing this Agreement on behalf of Developer,the person signing below affirms that he or she is authorized to execute this Agreement and that all representations made herein with regard to the signer's identity, address, and legal status are true and correct. 13.2 This Agreement may be executed in several counterparts,each of which will be deemed an original,but all of which together will constitute one and the same instrument. SECTION 14 SEVERABILITY AND NO WAIVER 14.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision, and does not materially prejudice either Developer or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. Design Procurement Agreement for Sanitary Sewer Main Page 7 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E 14.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 15 COMPLIANCE WITH LAWS 15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 15.2 If City notifies Developer or any of its officers, agents, employees, contractors, subcontractors, licensees,volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, Developer shall immediately desist from and correct the violation. SECTION 16 NOTICES 16.1 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,postage prepaid,to the address of the other party shown below: To the City: To Developer: Fort Worth Water Department Legends of Hanna Ranch, Ltd. Attn: Attn: Louis Trapolino 200 Texas Street 10410 Windermere Lakes Blvd Fort Worth, Texas 76102 Houston, Texas 77065 with copies to: City Attorney's Office Academy Development City of Fort Worth Attn: Bob Devillier 200 Texas Street 10410 Windermere Lakes Blvd Fort Worth, Texas 76102 Houston, Texas 77065 and City Manager's Office Academy Development City of Fort Worth Attn: Kyle Kirkland 200 Texas Street 1315 FM 1187, Suite 114 Fort Worth, Texas 76102 Mansfield, Texas 76063 Design Procurement Agreement for Sanitary Sewer Main Page 8 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E SECTION 17 HEADINGS 17.1 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. SECTION 18 RIGHT TO AUDIT 18.1 Developer 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 the Architect involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. 18.2 Developer shall include in its contract with Design Consultant a right, until the expiration of three (3) years after final payment under this Agreement,to have access to and the right to examine any directly pertinent books, documents, papers and records of Design Consultant involving transactions relating to this Agreement and the agreement between Developer and Design Consultant. Design Consultant must agree that the City shall have access during normal working hours to all necessary Design Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Design Consultant reasonable advance notice of intended audits. SECTION 19 PROHIBITION ON BOYCOTTING ISRAEL 19.1 Developer 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, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. SECTION 20 SOLE AGREEMENT 20.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Developer, and any lawful assign and successor of Developer, as to the matters contained herein. Any Design Procurement Agreement for Sanitary Sewer Main Page 9 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (Remainder of Page Intentionally Left Blank) Design Procurement Agreement for Sanitary Sewer Main Page 10 of 15 M-295 Replacement DocuSign Envelope 1D:D320DEBE-BEBO-4C62-A3FI-A6359EAA7C7E IN WITNESS THEREOF,the parties have made and executed this Agreement in multiple originals to be effective on.Tune 26,2019. CITY OF FORT WORTH: DEVELOPER: Legends of Hanna Ranch,Ltd. a Texas limited partnership By: Cameorp Management, Inc. Dws B,rihdaP WK R.MD r it's General Partner Dana B urghdoff Assistant City Manager Louis Date: May 11,2020 Fj-- Title: Vir-e TreUdent Date: 4/22/2020 RECOMMEIS'DED BY: APPROVED AS TO FORM AND LEGALITY: Cam-. rEChir'd A.McLradacn{Wv"25201 le��z t,-r 'D i,-,c Richard A.McCracken Assistant City Attorney Lr ATTEST: -L6 F � AGREEMENT AUTHORIZATION: M&C: City Secretary 1I,2020 '¢ Date approved: (a/2shdS May Y ,X Form 12-95: Design Procurement Agreement for Sanitary Sewer Main Pa a 11 of 15 M-295 Replacement OFFICIAL RECORD s CITY SECRETARY K WORTH, TX ©ocuSign Envelope ID n320DEBE-BE8D-4C52-A3F0-A6359EAA7C7E EXHIBIT A Ai of�� .l � � � '�,•' T • _!i. r- 0 �rid W 0 d C w Z O 1_•P _ _ GEC +� say �` r A — - •-- `'ao�r —" o *M x S -- z a ih l- 1•} �4 I � y] WVw^.iiV1.•:1� Design Procurement Agreement for Sanitary Sewer Main Page 12 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E EXHIBIT B Design Procurement Agreement for Sanitary Sewer Main Page 13 of 15 M-295 Replacement x y. H1.1I17-20"RS,INC.t 1717 McKinney Avenue i Suite 1400 1 Dallas,TX 75202-1236 r 214.671.3311 phone v 214,971.07571ax i hultl•zoltors.com April 16,2019 Mr.Bob Devillier,P.E. Academy Development 10410 Windermere Lakes Blvd. Houston,Texas 77065 Ref: Proposal for Professional Services Sewer Line Replacement Project for Hanna Ranch Fort Worth,Texas Dear Mr.Devillier: Below is our understanding of our scope of services for the replacement of approximately 14,000 feet of 21- through 36-inch sanitary sewer line for Hanna Ranch as depicted generally in Attachment D. The scope of services below provides for the preliminary studies and engineering associated with the minimum requirements of the City of Fort Worth for sewer line design plans. SCOPE OF SERVICES: The Scope of Services for this project is set by the City of Fort Worth, as outlined in Attachment `A' of this agreement. COMPENSATION: Our Lump Sum Fee for the Basic Services as attached in Attachment B of this agreement. All costs associated with printing, courier and delivery charges,mileage,parking,and any outside services will be billed separately and invoiced at cost plus 10%administrative fee. SCHEDULE: The Schedule for performing the scope of services is set by the City of Fort Worth,as outlined in Attachment`C' of this agreement. TERMS &CONDITIONS Following are the Terms and Conditions that will apply to this AGREEMENT: 1. AUTHORIZATION FOR WORK TO PROCEED Signing of this AGREEMENT for services shall be authorization by the CLIENT for HUITT-ZOLLARS,INC.to proceed with the work. 2. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COSTS Construction cost estimates provided by HUITT-ZOLLARS are prepared from experience and judgment.HUITT- ZOLLARS has no control over market conditions or construction procedures and does not warrant that proposals, bids,or actual construction costs will not vary from HUITT-OLLARS estimates. Proposal for Professional Civil Engineering Services Hanna Ranch Preliminary Engineering April 16,2019 3. STANDARD OF CARE Services performed by HUITT-ZOLLARS under this AGREEMENT will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.No other representation,expressed or implied,and no warranty or guarantee is included or intended in this AGREEMENT,or in any report,opinion,document or otherwise. 4. TAXES All taxes,including but not limited to gross receipts tax, sales tax, etc.,required to be paid will be billed to the CLIENT in addition to fees. 5. BILLING AND PAYMENT The CLIENT,recognizing that timely payment is a material part of the consideration of this AGREEMENT,shall pay HUITT-ZOLLARS for services performed in accordance with the rates and charges set forth herein.Invoices will be submitted by HUITT-ZOLLARS on a monthly basis and shall be due and payable within thirty(30)calendar days of invoice date.If the CLIENT objects to all or any portion of an invoice,the CLIENT shall so notify HUITT- ZOLLARS in writing within ten(10)calendar days of receipt of the invoice in question,but will pay,when due,that portion of the invoice not in dispute. The CLIENT shall pay an additional charge of one-and-one-half percent (1.5%) (or the maximum percentage allowed by law, whichever is lower) of the invoiced amount per month for any payment received by HUITT- ZOLLARS more than thirty(30) calendar days from date of the invoice, excepting any portion of the invoiced amount in dispute and resolved in favor of CLIENT.Payment thereafter shall first be applied to accrued interest and then to the principal unpaid amount. If CLIENT,for any reason,fails to pay an invoice or the undisputed portion of a HUITT-ZOLLARS invoice within sixty(60)calendar days of invoice date,HUITT-ZOLLARS will notify the CLIENT by registered mail that HUITf- ZOLLARS shall cease work on the project in ten(10)calendar days if the invoice in question is not paid.In this case, the CLIENT shall waive any claim against HUITT-ZOLLARS, and shall defend and indemnify HUITT- ZOLLARS from and against any claims for injury or loss stemming from HUITT-ZOLLARS'cessation of service. CLIENT shall also pay HUITT-ZOLLARS the cost associated with premature project demobilization.In the event the project is remobilized, CLIENT shall also pay the cost of remobilization, and shall renegotiate appropriate contract terms and conditions,such as those associated with budget,schedule or scope of service. In the event any invoice or portion thereof is disputed by CLIENT,CLIENT shall notify HUITT-ZOLLARS within ten(10)calendar days of receipt of the bill in question,and CLIENT and HUITT-ZOLLARS shall work together to resolve the matter within forty-five(45)days of its being called to HUITT-ZOLLARS'attention.If resolution of the matter is not attained within forty-five(45)calendar days,either party may terminate this AGREEMENT. 6. CONSEQUENTIAL DAMAGES The CLIENT shall not be liable to HUITT-ZOLLARS and HUITT-ZOLLARS shall not be liable to the CLIENT for any consequential damages incurred by either due to the fault of the other,regardless of the nature of this fault,or whether it was committed by the CLIENT or HUITT-ZOLLARS, their employees, agents or subcontractors. Consequential damages include,but are not limited to loss of use and loss of profit. 7. TERMINATION In the event termination becomes necessary,the party(CLIENT or HUITT-ZOLLARS)effecting termination shall so notify the other party, and termination will become effective fourteen (14) calendar days after receipt of the termination notice.Irrespective of which party shall effect termination or the cause of termination,the CLIENT shalt within thirty (30) calendar days of termination remunerate HUITT-ZOLLARS for services rendered and costs incurred up to the effective time of termination,in accordance with HUITT-ZOLLARS' prevailing Fee Schedule and Expense Reimbursement Policy. 8. ADDITIONAL SERVICES Any services beyond those specified herein will be provided for separately under a mutually agreed upon Scope of Services,Budget and Schedule and an additional written authorization from the CLIENT. 9. GOVERNING LAW The laws of the State where the project is located will govern the validity of this AGREEMENT,its interpretation and performance.Any litigation arising in any way from this AGREEMENT shall be brought to the courts of that State. Propos l_Hanna Ranch—Sewer Line Eng dom Page 2 of 4 Proposal for Professional Civil Engineering Services Hanna Ranch Preliminary Engineering April 16,2019 10. HAZARDOUS MATERIALS--SUSPENSION OF SERVICES As used in this Agreement,the term hazardous materials shall mean any substances,including without limitation asbestos,toxic or hazardous waste,PCBs,combustible gases and materials,petroleum or radioactive materials(as each of these is defined in applicable federal statues)or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near dhe Project site. Both parties acknowledge that HUITT-ZOLLARS' scope of services does not include any services related to the presence of any hazardous or toxic materials. In the event HUITT-7OL.LARS or any other party encounters any hazardous or toxic materials,or should it become known to HUITT-ZOLLARS that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of HUITT-ZOLLARS' services, HUITT-ZOLLARS may, at its sole option and without liability for consequential or any other damages, suspend performance of its services under this AGREEMENT until the CLIENT retains appropriate consultants or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. 11. CONSTRUCTION OBSERVATION If Construction Phase Services are part of this AGREEMENT,HUITT-ZOLLARS shall visit the site at intervals agreed to in writing by the CLIENT and HUITT-ZOLLARS,in order to observe the progress and quality of the Work completed by the Contractor. Such visits and observation are not intended to be an exhaustive check or a detailed inspection of the Contractor's work but rather are to allow HUITT-ZOLLARS to become generally familiar with the Work in progress and to determine,in general,if the Work is proceeding in accordance with the Contract Documents. Based on this general observation,HUITT-ZOLLARS shall keep the CLIENT informed about the progress of the Work and shall advise the CLIENT about observed deficiencies in the Work. If the CLIENT desires more extensive project observation or fulltime project representation, the CLIENT shall request that such services be provided by HUITT-ZOLLARS as Additional Services in accordance with the terms of this AGREEMENT.HUITT-ZOLLARS shall not supervise,direct or have control over the Contractor's work nor have any responsibility for the construction means,methods,techniques,sequences or procedures selected by the Contractor nor for the Contractor's safety precautions or programs in connection with the Work.These rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents. HUITT-ZOLLARS shall not be responsible for any acts or omissions of the Contractor, any subcontractor, any entity performing any portions of the Work,or any agents or employees of any of them.HUITT-ZOLLARS does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws,codes,rules or regulations. 12, JOBSITE SAFETY Neither the professional activities of HUITT-LOLLARS,nor the presence of HUITT-ZOLLARS or its employees and subconsultants at a construction/project site, shall impose any duty on HUITT-ZOLLARS, nor relieve the Contractor of its obligations,duties and responsibilities including,but not limited to,construction means,methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies. HUITT-ZOLLARS and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures.The CLIENT agrees that the Contractor shall be solely responsible for jobsite and worker safety and warrants that this intent shall be carried out in the CLIENT's contract with the Contractor. The CLIENT also agrees that the Contractor shall defend and indemnify the CLIENT, HUITT-ZOLLARS and HUITT-ZOLLARS' subconsultants.The CLIENT also agrees that the CLIENT,HUITT-ZOLLARS and HUITT- ZOLLARS' subconsultants shall be made additional insureds under the Contractor's policies of general liability insurance. The CLIENT shall furnish to HUITT-ZOLLARS certificates of insurance from the Contractor evidencing the required coverage specified above. The certificates shall include a provision that HUITT- ZOLLARS shall receive thirty(30)days minimum written notification in the event of cancellation,non-renewal or material change of coverage. 13. RIGHT TO RELY ON CLIENT-PROVIDED INFORMATION CLIENT shall be responsible for, and HUITT-ZOLLARS may rely upon,the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by CLIENT or any of its Propas I_Hanna Ranch—Sewer Line Eng docx Page 3 of 4 Proposal for Professional Civil Engineering Services Hanna Ranch Preliminary Engineering April 16,2019 other consultants (collectively the CLIENT) to HUITT-ZOLLARS pursuant to this Agreement. HUITT- ZOLLARS may use such requirements,programs,instructions,reports,data,plans and information in performing or furnishing services under this Agreement. Any increased costs incurred by HUITT-ZOLLARS due to changes in or the incorrectness of information provided by the CLIENT shall be compensable to HUITT-ZOLLARS. 14. OWNERSHIP OF INSTRUMENTS OF SERVICE All reports,drawings,specifications,computer files,field data,notes and other documents and instruments prepared by HUITT-ZOLLARS as instruments of service shall remain the property of HUITT-ZOLLARS. HUITT- ZOLLARS shall retain all common law,statutory and other reserved rights,including the copyright thereto, 15. SEVERABILITY Any term or provision of this AGREEMENT found to be invalid under any applicable statute or rule of law shall be deemed omitted and the remainder of this AGREEMENT shall remain in full force and effect. i 16. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest in this Agreement,including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to subconsultants, normally contemplated by HUITT-ZOLLARS as a generally accepted business practice,shall not be considered an assignment for purposes of this Agreement. 17. LIMITATION OF LIABILITY IN ORDER FOR THE CLIENT TO OBTAIN THE BENEFITS OF A FEE WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING, THE CLIENT AGREES TO LIMIT HUITT-ZOLiLARSr LIABILITY ARISING htOM'HUITT- ZOLLARS' PROFESSIONAL ACTS,ERRORS OR OMISSIONS, SUCH THAT THE TOTAL AGGREGATE LIABILITY OF HUITT-ZOLLARS SHALL NOT EXCEED HUITT-ZOLLARS' TOTAL COMPENSATION FOR THE SERVICES RENDERED ON THIS PROJECT. I AUTHORIZATION: Should this proposal meet with your approval and acceptance,please sign and return to our office by facsimile at 214-871-0757 or email kbarroji@huitt-zollars.com. We will schedule the above services as soon as we receive your authorization. If you have any questions,please call. Sincerely, Accepted for: HUITT-ZOLLARS,INC. Academy Developmnt Signatu Katie Barron,PE Associate L-Q%JiIS i�tadst�� Printed Name and Title Date 4j Anthony Sos 1t3e PE Senior Vice Presideat Attachments: Attachment A—City of Fort Worth Scope of Services Attachment B—Compensation and Fee Breakdown Attachment C—Project Schedule Attachment D—Project Location Map Fmpoml_fi nr.Rinch Scwcr Line Cng doc Page 4 of 4 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN ATTACHMENT A Scope for Engineering Design Related Services for Sanitary Sewer Improvements M-295 and M-329 Sewer Replacement—Hanna Ranch Sewer extension 2.700 LF of 21". 4.100 LF 30". and 6.700 LF 36" DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN 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. WORK TO BE PERFORMED Task 1. Design Management Task 2. Route Study and Preliminary Engineering Task 3. Conceptual Design Task 4. Preliminary Design Task 5. Final Design Task 6. Bid Phase Services Task 7. Construction Phase Services Task 8. ROW/Easement Services Task 9. Survey Services Task 10. Subsurface Utility Engineering Services Task 11. Geotechnical Engineering Services TASK 1. DESIGN MANAGEMENT. ENGINEER shall ensure efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER shall • manage change, • communicate effectively, • coordinate internally and externally as needed, and • proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team • Lead, manage and direct design team activities • Ensure quality control is practiced in performance of the work • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting City of Fort Worth,Texas Attachment A PMO Release Date:07,23,2012 Page 1 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements • Conduct review meetings with the CITY at the end of each design phase. • Prepare invoices and submit monthly in the format requested by the CITY. • Prepare and submit monthly progress reports in the format provided by the Water Department. • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement and according to the City of Fort Worth's Schedule Guidance Document. • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design. The CITY will lead coordination efforts with the City of Everman, as it relates to flow analysis, setting up meetings related to route study findings,and final design. ENGINEER will coordinate and obtain available record drawings from the City of Everman as part of the route analysis and final design. • With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. • Personnel and Vehicle Identification: When conducting site visits to the project location, the ENGINEER or any of its sub-consultants shall carry readily visible information identifying the name of the company and the company representative. ASSUMPTIONS • Meetings with city staff at project milestones, assume 5 meetings • 10 monthly water department progress reports will be prepared • 10 monthly project schedule updates will be prepared DELIVERABLES A. Meeting summaries with action items B. Monthly invoices C. Monthly progress reports D. Baseline design schedule E. Monthly schedule updates with schedule narrative describing any current or anticipated schedule changes TASK 2. ROUTE STUDY AND PRELIMINARY ENGINEERING The purpose of the route study is for the ENGINEER to: • Study the current alignment, City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 2 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • Identify and develop alternatives that enhance the system, • Present(through the defined deliverables)these alternatives to the CITY • Recommend the alternative that successfully addresses the design problem, and • Obtain the CITY's endorsement of this concept. The ENGINEER will present the alignment(s)to the City for approval. ENGINEER will develop the route study analysis as follows: 2.1. Data Collection • In addition to data obtained from the CITY, ENGINEER will research proposed improvements in conjunction with any other planned future improvements that may influence the project. • The ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including but not limited to; utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. • The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re- routing plans. • Aerial Photography and GIS data (provided by the CITY) will be utilized in route analysis The ENGINEER shall visit the project site, define project constraints and take photos_ 2.2. The Conceptual Design Package shall include the following: • Cover Sheet • Graphic exhibits and written summary of alternative design concepts considered, strengths and weaknesses of each, and the rationale for selecting the recommended design concept. • Documentation of key design decisions. • Determination of possible by-pass pumping plan will be provided and reviewed for cost impacts only during this phase. Bypass pumping will be reviewed in final design as part of suggested construction sequence noted in task 4 & 5. • Estimates of probable construction cost. ASSUMPTIONS • 3 copies of the route analysis and preliminary engineering report will be delivered. Report shall be letter sized and comb- bound with a clear plastic cover. Drawings will be 11x17size fold outs bound in the report • ENGINEER shall prepare the meeting minutes of the Concept Review meeting and revise the report, if needed. • ENGINEER shall not proceed with Preliminary Design activities without obtaining written approval by the CITY of the Route Study. DELIVERABLES A. Route Analysis roll plots City of Fort Worth,Texas Attachment A PMO Release Date:08.1,2014 Page 3 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN B. Preliminary Engineering Report, including 11x17 exhibits of route study. TASK 3. CONCEPTUAL DESIGN (30 PERCENT) The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to: • Provide preliminary design sheets of approved route for review by CITY Staff. • Provide preliminary pavement cut limits for review by City of Everman Staff. 3.1. Development of Conceptual Design Drawings shall include the following: • Cover Sheet • Overall proiect water and/or sanitary sewer layout sheets. The water layout sheet shall identify the proposed water main improvement/ existing water mains in the vicinity and all water appurtenances along with pressure plane boundaries, water tanks,pump stations,valves,and fire hydrants. The sewer layout sheet shall identify the proposed sewer main improvement/existing sewer mains and all sewer appurtenances in the vicinity. • Overall project easement layout sheet(s)with property owner information, including temporary easements. • Overall water and/or sanitary sewer abandonment sheet. • Coordinates on all P.C.'s, P.T.'s, P.I.'s, manholes, valves, mainline fittings, etc., in the same coordinate system as the Control Points. 3.2. Geotechnical Investigations • Services as outlined in Task 11.0. 3.3. Utility Clearance • The ENGINEER will consult with the CITY's Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. • The ENGINEER shall upload individual PDF files for each plan sheet of the approved preliminary plan set to the designated project folder for forwarding to all utility companies which have facilities within the limits of the project. The PDF files should be created directly from the CAD files. 3.4. Survey Services • Services as outlined in Task 9.0. ASSUMPTIONS • 0 public meeting(s) will be conducted or attended during the preliminary design phase. • 3 sets of 11x17 size plans will be delivered for the Preliminary Design (30% design). City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 4 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • ENGINEER shall prepare the meeting minutes of the Concept Review meeting and revise the report, if needed. • ENGINEER shall not proceed with Preliminary Design activities without obtaining written approval by the CITY of the Conceptual Design Package. DELIVERABLES A. Conceptual Design Package B. Preliminary Pavement Cut Exhibits to City of Everman C. Utility Clearance drawings TASK 4. PRELIMINARY DESIGN(60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows. 4.1. Development of Preliminary Design Drawings and Specifications shall include the following: • Cover Sheet • A Protect Control Sheet, showing all Control Points, used or set while gathering data. Generally on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument#8901, PK Nail, 5/8" Iron Rod);X, Y and Z Coordinates, in an identified coordinate system,and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). • Overall project easement layout sheet(s) with property owner information, including temporary easements. • Overall proiect water and/or sanitary sewer lavout sheets with key map.The water layout sheet shall identify the proposed water main improvement/ existing water mains in the vicinity and all water appurtenances along with pressure plane boundaries, water tanks, pump stations, valves, and fire hydrants. The sewer layout sheet shall identify the proposed sewer main improvement/existing sewer mains and all sewer appurtenances in the vicinity. • Overall water and/or sanitary sewer abandonment sheet. • Coordinates on all P.C.'s, P.T.'s, P.I.'s, manholes, valves, mainline fittings, etc., in the same coordinate system as the Control Points. • Bench marks per 1,000 ft of plan/profile sheet—two or more. • Bearings given on all proposed centerlines, or baselines. • Station equations relating utilities to paving, when appropriate. • Plan and profile sheets which show the following: proposed water and/or sanitary sewer plan/profile and recommended pipe size, fire hydrants, water service lines and meter boxes, gate valves, isolation valves, manholes, existing meter numbers and sizes that are to be replaced, existing sample locations, existing fire line locations, existing utilities and utility easements, and all pertinent information needed to construct the project. Existing trees, creek crossings, and tributary City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 5 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN features will be identified as needed. Legal description (Lot Nos., Block Nos., and Addition Names)along with property ownership shall be provided on the plan view. ® Proposed phasing of any water and sanitary sewer work that is included in this project documented in both the project schedule and narrative form. ® The ENGINEER shall make provisions for reconnecting all identifiable water and/or wastewater service lines which connect directly to any main being replaced, including replacement of existing service lines within City right-of-way or utility easement.When the existing alignment of a water and sanitary sewer main or lateral is changed, provisions will be made in the final plans and/or specifications by the ENGINEER to relocate all service lines which are connected to the existing main and connect said service lines to the relocated main. • The following shall be applicable at all locations where it is necessary to relocate or reroute the existing private sanitary sewer service line due to the abandonment or realignment of the existing public sanitary sewer lateral or main: The CITY shall furnish the ENGINEER with a sample format of how the sewer service line reroute/relocation should be designed and submitted for construction. During design survey, if a rod can be inserted through the cleanout to the bottom of the service line, the ENGINEER will obtain the flow line elevation and design the service line prior to advertising the project for bid. If the service flow line information cannot be obtained during design survey, the ENGINEER shall delay the design of the sewer service line until after a Quality Level A Subsurface Utility Engineering (SUE investigation has been performed). The Level A SUE will be performed; (1) by the ENGINEER if included in the fee proposal; or(2) by the CITY prior to bidding if the CITY determines that it is needed for satisfactory completion of the design; or(3) by the Contractor after the project has been bid, by means of a bid item to that effect. In all options, the ENGINEER shall propose appropriate de-hole locations in the project and collect flow line elevation and other applicable information of the sewer service line. The ENGINEER shall use this information to provide the design for the sanitary sewer service line to be rerouted or relocated. • Provide map showing location of new manhole construction at the end of existing sewer segments, 90 degree bends, or tee connections. Site surrey or specific design plans for manhole construction is not included as part of the scope. The contract documents shall specify that it is the Contractor's responsibility to coordinate utility location, etc. manhole construction. ® The ENGINEER will prepare special detail sheets and include standard details for water line installation and sewer rehabilitation or replacement that are not already included in the CITY Standard Detail CITY's specifications. These may include connection details between various parts of the project,tunneling details, boring and jacking details,waterline relocations, details unique to the construction of the project, trenchless details, and special service lateral reconnections. ASSUMPTIONS ® 1 Public meeting(s) will be conducted or attended during the preliminary design phase. ENGINEER shall provide design phase exhibits for use during the public meeting. ® 1 Review meeting with City Staff. a 3 sets of 11x17 size plans will be delivered for the Preliminary Design (60% design). City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 6 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • 3 sets of specifications will be delivered for the Preliminary Design (60% design). • 1 pdf of the plans will be emailed to the CITY for the Preliminary Design (60% design). • The CITY's front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications if needed. • 2 set of 11x17 size drawings will be delivered for Utility Clearance. • ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Public Meeting exhibits in roll-plot format. B. Preliminary Design drawings and specifications C. Data Base listing names and addresses of residents and businesses affected by the project. D. Geotechnical Engineering Report E. Suggested construction sequence. F. Preliminary Opinion of Probable Construction Cost. TASK 6. FINAL DESIGN(90 PERCENT)AND FINAL CONSTRUCTION DOCUMENTS(100 PERCENT). Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows: • Draft Final plans (90%) and specifications shall be submitted to CITY per the approved Project Schedule for final CIP Review. • Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Construction Documents (100%) to the CITY IPRC Department per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. • Prepare a Community Facilities Agreement Exhibits and Cost Estimate. • Based on discussions with the drainage department only a SWPPP and Erosion control plan will be required, no drainage analysis or FDP will be required, as no additional impervious area is being proposed, and no fill modifications to creeks or other drainage ways are being modified. • Prepare Urban Forestry and submit as part of the Grading permit submission. • The ENGINEER shall submit a final design estimate of probable construction cost with both the 90% and 100% design packages. This estimate shall use ONLY standard CITY bid items. ASSUMPTIONS • 3 sets of 11x17 size drawings and 1 specification will be delivered for the 90% Design package. • 2 sets of 11x17 size drawings and 2 specifications will be delivered for the 100% Design package. • A PDF file for the 100% Design will be created from design CAD drawings and will be uploaded to the project folder. City of Fort Worth,Texas Attachment A PMO Release Date:06.1.2014 Page 7 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN ® Engineer to provide estimated final sheet list (cover/index, general notes, control point location, easement layout, SUE plan sheets, no. of plan/profiles, special detail sheets, etc.) DELIVERABLES A. 90% construction plans and specifications. B. 100% construction plans and specifications. C. Developer Contract Documents. D. Final Opinion of Probable Construction Cost. E. Detailed estimates of probable construction costs including summaries of bid items and quantities using the CITY's standard bid items and format. F. Original cover mylar for the signatures of authorized CITY officials. G. IPRC Submittal requirements(Pre-submittal, 11 Submittal, and Compliance) H. Community Facilities Agreement 1. Final SWPPP, Erosion Control Plan, Grading Permit, Urban Forestry Permit TASK 6. BID PHASE SERVICES. ENGINEER will support the bid phase of the project as follows. 6.1. Bid Support • The ENGINEER shall upload all plans and contract documents for access to potential bidders. • Contract documents shall be uploaded in a .xIs file. • Unit Price Proposal documents are to be created utilizing CFW Bidtools only and combined in a specified spreadsheet workbook, Bid Proposal Worksheet Template, and will be populated and configured so that all pages are complete and the Summary Worksheet(s) in the workbook detail and automatically summarize the totals from the inserted Unit Price Proposal document worksheets. • Plan Sets are to be uploaded in two formats, .pdf and .PDF files. The .pdf will consist of one file of the entire plan set. The.PDF will consist of individual files, one for each plan sheet, and will be numbered and named in a manner similar to that of the plan set index. • The ENGINEER shall sell contract documents and maintain a plan holders listfrom documents sold and from Contractor's uploaded Plan Holder Registrations. • The ENGINEER will develop and implement procedures for receiving and answering bidders' questions and requests for additional information. The procedures shall include a log of all significant bidders questions and requests and the response thereto. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders questions and requests, in the form of addenda. The ENGINEER shall mail addenda to all plan holders. • Attend the prebid conference in support of the CITY. • Attend the bid opening in support of the CITY. City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 8 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN ® Tabulate and review all bids received for the construction project, assist the CITY in evaluating bids, and recommend award of the contract. A copy of the Bid Tabulation and the CFW Data Spreadsheet created utilizing CFW Bidtools only are to be uploaded into the project's Bid Results folder. ® Incorporate all addenda into the contract documents and issue conformed sets. 6.2 Final Design Drawings 1) Final Design Drawings shall be submitted in both Adobe Acrobat PDF format (version 6.0 or higher) format. There shall be one (1) PDF file for the TPW plan set and a separate PDF file for the Water plan set. Each PDF file shall be created from the original CAD drawing files and shall contain all associated sheets of the particular plan set. Singular PDF files for each sheet of a plan set will not be accepted. PDF files shall conform to naming conventions as follows: I. TPW file name example — "W-1956—org47.pdf" where "W-1956" is the assigned file number obtained from the CITY, "—org" designating the file is of an original plan set, "47" shall be the total number of sheets in this file. Example: W-0053—org3.pdf and K-0320—org5.pdf II. Water and Sewer file name example — "X-35667_org36.pdf" where "X- 35667" is the assigned file number obtained from the CITY, "—org" designating the file is of an original plan set, "36"shall be the total number of sheets in this file. Example: X-12755—orgl8.pdf PDF files shall be uploaded to the project's Final Drawing folder. 2) In addition to the PDF files, the ENGINEER shall submit each plan sheet as an individual DWG file with all reference files integrated into the sheet. If the plans were prepared in DGN format, they shall be converted to DWG prior to uploading. The naming convention to be used for the DWG files shall be as follows: I. TPW files shall use the W number as for PDF files, but shall include the sheet number in the name—"W-1956—SHT01.dwg", "W-1956—SHT02.dwg", etc. II. Water and Sewer file names shall use the X number as for PDF files, but shall include the sheet number in the name — "X-12155—SHT01.dwg", "X- 12755—SHT02.dwg", etc. For information on the proper manner to submit files and to obtain a file number for the project, contact the Department of Transportation and Public Works Vault at telephone number (817) 392-8426. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. ASSUMPTIONS ® The project will be bid only once and awarded to one contractor. ® 10 sets of construction documents will be sold to and made available for plan holders and/or given to plan viewing rooms. ® 10 sets of 11x17 size and 0 sets of 22x34 size drawings plans and 10 specifications (conformed, if applicable)will be delivered to the CITY. City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 9 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • PDF and DWG files will be uploaded. DELIVERABLES A. Addenda B. Bid tabulations C. CFW Data Spreadsheet D. Recommendation of award E. Construction documents (conformed, if applicable) TASK 7. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 7.1 Construction Support • The ENGINEER shall attend the preconstruction conference. • After the pre-construction conference,the ENGINEER shall provide project exhibits and attend public meeting to help explain the proposed project to residents. The CITY shall select a suitable location and mail the invitation letters to the affected customers. • The ENGINEER shall visit the project site at requested intervals as construction proceeds to observe and report on progress. • As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, review change orders, and make recommendations as to the acceptability of the work. The ENGINEER shall attend the"Final'project walk through and assist with preparation of final punch list 7.2 Record Drawings • The ENGINEER shall prepare Record Drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction.The following information shall be provided by the CITY: o As-Built Survey o Red-Line Markups from Contractor o Red-Line Markups from City Inspector o Copies of Approved Change Orders o Approved Substitutions • The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed.The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet,whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. • The following disclaimer shall be included with the Record Drawing stamp: o These Record Drawings were prepared using information provided by others and represent the as constructed conditions to the extent that City of Fort Worth,Texas Attachment A PMO Release Date:08.1.2014 Page 10 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN documented changes were provided for recording. The ENGINEER assumes no liability for undocumented changes and certifies only that the documented changes are accurately depicted on these drawings. • The ENGINEER shall submit a set of sealed Final Drawings, modified and stamped as Record Drawings, on mylar for record storage. The ENGINEER may keep copies of the information provided by the CITY for their files, but all original red-lined drawings shall be returned to the CITY with the mylars. 2) Record Drawings shall also be submitted in Adobe Acrobat PDF format (version 6.0 or higher) format. There shall be one (1) PDF file for the TPW plan set and a separate PDF file for the Water plan set. Each PDF file shall contain all associated sheets of the particular plan set. Singular PDF files for each sheet of a plan set will not be accepted. PDF files shall conform to naming conventions as follows: I. TPW file name example — "W-1956_rec47.pdf' where "W-1956" is the assigned file number obtained from the CITY, "—rec"designating the file is of a record drawing plan set, "47"shall be the total number of sheets in this file. Example: W-0053—rec3.pdf and K-0320—org5.pdf II. Water and Sewer file name example — "X-35667_rec36.pdf" where "X- 35667" is the assigned file number obtained from the CITY, "—rec" designating the file is of a record drawing plan set, "36" shall be the total number of sheets in this file. Example: X-12755—rec18.pdf Both PDF files shall be uploaded to the project's Record Drawings folder. ASSUMPTIONS • One copy of full size(22"x34") mylars will be delivered to the CITY. • Traffic Control Plans are not anticipated at this time. • Attend Pre-Construction Meeting • Attend Public Meeting prior to Construction DELIVERABLES A. Public meeting exhibits B. Response to Contractor's Request for Information C. Review of Change Orders D. Review of shop drawings E. Final Punch List items F. Record Drawings on Mylar TASK 8. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY's Project Manager. 8.1. Right-of-Way Research City of Fort Worth,Texas Attachment A PMO Release Date:08,1,2014 Page 11 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN • The ENGINEER shall determine rights-of-way, easements needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 8.2. Right-of-Way/Easement Preparation and Submittal. • The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. • The ENGINEER shall submit the right-of-way and/or easement documents to CITY PM for real property acquisition • The documentation shall be provided in conformance with the checklists and templates available on the CITY's website. 8.3. Temporary Right of Entry Preparation and Submittal • Prior to construction, the ENGINEER shall prepare and submit Temporary Right of Entry documents for landowners to CITY PM for real property acquisition. It is assumed that letters and exhibits will only be required for land owners adjacent to temporary construction easements or who are directly affected by the project and no easement is required to enter their property. • The documentation shall be provided in conformance with the checklists and templates available on the CITY's website. ASSUMPTIONS • 15 Easements or right-of-way documents will be necessary. • 15 Temporary right-of-entry documents will be necessary. • Right-of-Way research and mapping includes review of property/right-of-way records based on current internet based Tarrant Appraisal District (TAD) information available at the start of the project and available on-ground property information (i.e. iron rods,fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the TAD,right-of-way takings,easement vacations and abandonments, right-of-way vacations, and street closures. DELIVERABLES • Easement exhibits and meets and bounds provided on CITY forms. • Temporary Right of Entry Letters (assume 15) TASK 9. SURVEY SERVICES. ENGINEER will provide survey support as follows. 9.1. Design Survey • ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy, and have qualified arborist identify species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified City of Fort Worth,Texas Attachment A PMO Release Date:08,1,2014 Page 12 of 14 ATTACHMENT A DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN by field surreys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. ® The minimum survey information to be provided on the plans shall include the following: — A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1:400: — The following information about each Control Point; a. Identified (Existing. CITY Monument#8901, PK Nail, 5/8" Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). — Coordinates on all P.C.'s, P.T.'s, P.I.'s, Manholes, Valves, etc., in the same coordinate system, as the Control. — No less than two horizontal bench marks, per line or location. — Bearings given on all proposed centerlines, or baselines. — Station equations relating utilities to paving,when appropriate. 9.2. Temporary Right of Entry Preparation and Submittal • Prior to entering property, the ENGINEER shall prepare and submit Temporary Right of Entry for landowners to CITY PM. • The documentation shall be provided in conformance with the checklists and templates available on the CITY's website. ASSUMPTIONS ® Topographic survey at intersection will include no more than 100 ft. in each direction. DELIVERABLES A. Copies of field survey data and notes signed and sealed by a licensed surveyor. B. Drawing of the project layout with dimensions and coordinate list. TASK 10. SUBSURFACE UTILITY ENGINEERING SERVICES ENGINEER shall assign a subsurface utility engineering firm to perform SUE work. For this project, the SUE firm will provide Quality Level (QL) "B" (Designating) services and QL "A" (Locating) as requested by City Staff within the proposed project area, focusing on areas where roads parallel, roads cross, or well pads may interfere with proposed alignment. The following existing utilities are anticipated at this site: gas, water, storm, sanitary, electric and irrigation.When requested,the QL"A"will involve excavation of test holes on utilities that are in potential conflict with the proposed work. ASSUMPTIONS a 8 Level A pot hole locations. City of Fort Worth,Texas Attachment A PMO Release Date;08.1.2014 Page 13 of 14 ATTACHMENT DESIGN SERVICES FOR HANNA RANCH SEWER DESIGN TASK 11. GEOTECHNICAL ENGINEERING SERVICES ENGINEER shall assign a geotechnical firm to perform soil investigation and testing for groundwater levels, subsurface conditions, and trenching/earthwork recommendations (if applicable). The Engineer shall review the geotechnical report and shall incorporate and include all recommendation in the report in the design. Information provided will include. • Soil borings to a minimum depth of 10 ft. and 25 ft. maximum. • 14 borings, at specific locations along the alignment. • The City will supply a go-by report for the geotechnical consultant to use. ASSUMPTIONS • 14 borings at an average bore depth of 10 to 25 feet each will be provided, spaced every 1,000 linear feet along alignment. ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Arlditional Services not inclyded in the existing Scope of Services — CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY's written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: • Negotiation of easements or property acquisition including temporary right-of-entries. • Services related to development of the CITY's project financing and/or budget. • Services related to disputes over pre-qualification, bid protests, bid rejection and re- bidding of the contract for construction. • Construction management and inspection services • Performance of materials testing or specialty testing services. • Flow Analysis. • Services necessary due to the default of the Contractor. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims,enforcement and inspection after final completion. • Services related to Survey Construction Staking • Services related to acquiring real property including but not limited to easements,right- of-way, and/or temporary right-of-entries. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. City of Fort Worth,Texas Attachment A PMO Release Date:08.12014 Page 14 of 14 ATTACHMENT B COMPENSATION Design Services for Hanna Ranch Sewer Replacement Lump Sum Project I. Compensation A. The ENGINEER shall be compensated a total lump sum fee of $486,760.00 as summarized in Exhibit B-1 —Engineer Invoice and Section IV—Summary of Total Project Fees. The total lump sum fee shall be considered full compensation for the services described in Attachment A, including all labor materials, supplies, and equipment necessary to deliver the services. B. The ENGINEER shall be paid monthly payments as described in Section 11 - Method of Payment. 11. Method of Payment A. Partial payment shall be made to the ENGINEER monthly upon City's approval of an invoice prepared and submitted by the ENGINEER in the format and including content as presented in Exhibit B-1, Progress Reports as required in item III. of this Attachment B, and Schedule as required in Attachment D to this Agreement. B. The estimated current physical percent complete as required on the invoice shall be calculated from the progress schedule as required in Attachment D to this Standard Agreement and according to the current version of the City of Fort Worth's Schedule Guidance Document. C. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Water Department and Developer 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 1 of 3 B-1 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount Prime Consultant Huitt-Zollars, Inc. I WW Design/Survey $425,210 87.4 Proposed MBE/SBE Sub-Consultants Terracon Geotechnical Engineering $19,200 3.9 I� I Non-MBE/SBE Consultants SurvWest SUE $42,350 8.7 TOTAL $486,760 100% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 3 B-2 EXHIBIT"B-1" ENGINEER INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across work types and work phases. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 3 B-3 � E2 ® , 2 . 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W W in m mm � t a Z h o o n M l"Y N Url O O a 0 0 0 p 0 0 0 p y N N O NOOf9OOb9 Y1 M 10 N N of O C• M ON�N' O tV O O y y d O N N RI Oi y O O mmO OQ� NtK N N�� Qmi W N y M N! y to T 0 0 T.. t �y o F rn m � ��..' MM mmrvroi O oo U C!U YJ O O0O Oy69 MM r n V c; o aoo 00 oQQo 0 00 'o�'b a1� o 0 0 o a ? w rn v N m en rs O m Q 4 m m 1 �6iN I[Oy00 U��hO N N N� O d y t�4f V �O M tOb ppI U LL��'U d 0 0 0 0 O� !n00 O d U O O H o J•tafl b3• b09 »m In(A CyyfJSN J UI N U Q Ci NO NN m41'i(y OQ Q O J J C a N Q m U m u_ c �N rs o 9 G p m 0 o N q o a N m t u m o = f m nU, Can o o c� c W W LLI 1] U— o W c o N W V;En a> N F- c v 'U CL m U w'0 E >c p ED IV Y u'c axi 3 L N p1 N N N N �N+ F• > 4 ab d? J W g W rNMQO u-.c N as of p U Q FORT WORTH ATTACHMENT"C" PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER's project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule"Tier" Selection City has identified three "Tier" levels for project schedules as defined in City's Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City's Project Manager will determine the "Tier" level for the ENGINEER's project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a "baseline"for review and acceptance by City's Project Manager as defined in City's Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City's Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City's Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER's project baseline and progress schedule submittals will be an integral part: of the development and updating process of City's Master Project Schedule. City of Fort Worth,Texas Attachment D Revision Date:07.20.2018 Page 1 of 1 wwrouuslG<stif�,os�r��,r:trrmro,rem.rnxe .�, omnrzn�a Sy' t 0 7( A.i 1 5� ""- ioq H 4 �42�* �r"ram`�•.� �5 1A F— *.r 6 'S¢¢\�i ''L , a+.n Z r4a. 4 � `x"xa --� 14 : �.t i h tv I t v v INX. vr a i ray tit i qI{r s R za OAF 75 71 rv�` a a (((()) r � ? r *+4,,.✓ �.�,!'ro�9�i` 1 � ',. �S�. 1 ''—° ,� c''„y 4 I �e �.. . � / �Q` pre 1 1��' w""•.�� ' ' i_ �r _ �' „ramIE n fL lqd�t01' a t 7romy jims 0, z w w " ��-In rl toy fp SAW r t t 1� Q P. hf R1 >u wp \` ire tr _ Q d k+�m, "•'-, f '}'r �' Z m W W w J! :2 Z h + v z Q W H i�' lr t jy z Q +,x 1 ( "'" 'uS" cv--{ ix"'" }. °v v, kX., '..�. — C.) o � � r Q � 66 r s 1 r. �...h r� ,, rt a t '�} .r Y a F77 t g ZO "'r1 >, {,, 1 hLv ,"""""il r ze' � t``'"i,,,,,,, 7'q;�•' r7'•4`* 'w*^ -;. I'j�4. 2 d =707— ' ti .• '.:, ��� {� C � ��� w F'• �"�,-��., ;;' 1� i(� l a'Qi i y'.x.`; �d A t�i * r �,�,r`� � '� t t P k • Jy t 1 d C,'� �j h �...wa---• vw., f Y as�a k y $�"^�;{ � .•..,,,• a� , �Sy8`if NIP, �� i akt� fy usk 1 N't' ON— A. h: :r _ •. Z r€b } h S 9 t sJ -w, s t, a r� t�1�t [Ll —�,. a s�Yr , 3 s«x^, s a ' � ' diH1."A r P¢ a S 1pp�y i Sm ad w 1 JAY 0 �f g3�v�gR. d fit"Ask a ' IQy All DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E AMENDMENT No. 1 to the AGREEMENT BETWEEN LEGENDS OF HANNA RANCH, LTD. AND HUITT-ZOLLARS, INC. dated April 16, 2019 Whereas, LEGENDS OF HANNA RANCH, LTD. (Developer or Client) has entered into a Design Procurement Agreement (DPA)with the City of Fort Worth (City)to make public infrastructure improvements, including replacing public sanitary sewer main M-295 and M-329 located in Village Creek in the City of Fort Worth,Texas(the"Project");and WHEREAS, Developer has determined that Huitt-Zollars, Inc. ("Design Consultant")should design the Project based on demonstrated competence and qualification to perform the Design Consultant services for a fair and reasonable price;and WHEREAS,City staff have reviewed the scope,fee and schedule for the design of the Project and find them to be fair and reasonable; and WHEREAS,the City has requested that certain Terms and Conditions in the Agreement between the Developer and Huitt- Zollars be modified, Developer has agreed to the changes/additions below; NOW THEREFORE,the following Articles in the Developer/Huitt-Zollars Agreement are modified in the Agreement as follows: The Client is revised from Academy Development to Legends of Hanna Ranch, Ltd. The Scope of Services for this project is approved by the City of Fort Worth,as outlined in Attachment'A' of this agreement. Exhibit"B-1" is deleted. Reference to City's Specification 00 3115 is deleted under Attachment"C",Section A,second paragraph. Delete original Article 14 and replace with the following-- Article 14--OWNERSHIP OF INSTRUMENTS OF SERVICE The Client acknowledges the construction documents, including electronic files, as the work papers of the HUITT-ZOLLARS and HUITT-ZOLLARS' instruments of professional service. Nevertheless,the final construction documents prepared under this Agreement shall become the property of the City upon completion of the services and payment in full of all monies due to HUITT-ZOLLARS.The Client shall not reuse or make any modification to the construction documents without the prior written authorization of HUITT-ZOLLARS. If the DPA agreement between the City and Developer is terminated,the City shall have the right to enter into agreement with HUITT- ZOLLARS to complete the design and upon receipt of payment by the City,the final construction documents shall become the property of the City. ADDED NEW Article 18—City's Right to Audit HUITT-ZOLLARS agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of HUITT-ZOLLARS involving transactions relating to this contract. HUITT-ZOLLARS agrees that City shall have access during normal working hours to all necessary HUITT-ZOLLARS facilities and shall be provided adequate'and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give HUITT-ZOLLARS reasonable advance notice of intended audits. ADDED NEW Article 19—City to be Named as "Additional Insureds" The CITY, its elected or appointed officers, officials, and employees are to be covered as additional insureds under HUITT-ZOLLARS's General liability and Automobile Liability {411042/00060/01395131.DOCX 1} DocuSign Envelope ID:D320DESE-BEBD-4C62-A3F0-A6359EAA7C7E Insurance with respect to liability arising out of work performed by or on behalf of HUITf-ZOLLARS for the subject project. ADDED NEW Article ZD—Indemnity A. Indemnification for General Liability/Non-Professional Negligence H U ITT-ZOLLARS shalt defend, indemnify and hold harmless the City of Fort Worth,its officers,employees, principals,and affiliated entities(the"Indemnitees")from and against damages,liability,losses,costs and expenses including reasonable attorneys'fees arising out of or resulting from the negligence of HUITT ZOLLARS its employees, agents,subcontractors or others for whom the H U ITT-ZOLLARS is legally liable provided that such damage, liability, loss, cost or expense is: 1) Attributable to personal injury,death,disease,property damage,intellectual property infringement or other harm for which recovery of damages is sought,suffered by any person or persons,entity or entities,that may arise out of or result from HUiTT-ZOLLARS's breach of any of the terms or covenants contained in this Agreement; 2] Not the result of HUITT-ZOLLARS's professional negligence. B. indemnification for Professional Negligence HUITT-ZOLLARS shall indemnify and hold harmless Indemnitees from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys'fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of HU1Tf-ZOLLARS,its employees and any of its subconsultants in the performance of professional services under this Agreement. Solely and exclusively for Professional Liability Claims,Consultant shall have no obligation to undertake the defense of Indemnitees in a Professional Liability Claim prior to the determination of liability in such Professional Liability Claim.if Consultant is a party to the Professional Liability Claim at its conclusion,then upon conclusion of the Professional Liability Claim eitherthrough settlement,or by the issuance of an arbitration award,judgment or other final determination of liability,Consultant shall promptly reimburse Indemnitees for a proportionate share of Indemnitees' defense attorney's fees,investigation costs,court or arbitration costs,and expenses incurred in defending any claim,demand,action, lawsuit, arbitration,or other proceeding relating to such Professional Liability Claim,in an amount proportionate to the percentage of liability allocated to Consultant in any such settlement agreement,arbitration award,judgment or other final determination of liability.Consultant shall not have any obligation to indemnify,defend or reimburse Indemnitees for Professional Liability claims arising by reason of the sole negligence or willful misconduct of Indemnitees. This indemnity obligation shall survive the completion of work and termination of this Agreement. DELETE ARTICLE 17 LIMITATION OF LIABILITY iN ITS ENTIRETY AND SHOW ARTICLE 17 As NOT USED All other Terms and Conditions remain in full force and effect under this Agreement. HUITT-ZOLLARS,INC. Legends of Hannah Ranch,LTD Da Usigned by: Jo n Anthony 5o ebe PE WU �� for Vice Preside Signature Louis Trapolino 3r. vice president Printed Name and Title 4/22/2020 Date {411042100060/01395131.DOCx 11 DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E EXHIBIT C 1.01 Duty tAcquire and Maintain. Developer shall ensure that a policy or policies of insurance are procured and maintained at all times, in full force and effect, to provide coverage of the types and amounts specified herein, naming the City as an additional insured as set forth herein, and covering all public risks related to this Agreement. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. 1.02 Types and Amounts of Coverage Required a. Commercial General Liability: (1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including coverage for the following: (i)Premises Liability; (ii)independent contractors;(iii) products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse, and underground property damage b. Property Damage Liability: (1) $1,000,000.00 per occurrence C. Umbrella Policy (1) $5,000,000.00 d. Environmental Impairment Liability (EIL) &/or Pollution Liability (1) $2,000,000 per occurrence (2) $5,000,000 aggregate e. Automobile Liability: (1) $1,000,000.00 Each accident on a combined single-limit basis f. Worker's Compensation: (1) As required by law g. Employer's Liability: (1) $1,000,000.00 per accident 1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk Manager,the City may at any time revise insurance coverage requirements and limits required by this Agreement. Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions requested by the City will be implemented. The policy or policies of Design Procurement Agreement for Sanitary Sewer Main Page 14 of 15 M-295 Replacement DocuSign Envelope ID:D320DEBE-BE8D-4C62-A3F0-A6359EAA7C7E insurance shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal, or amendment, shall be made without thirty (30) days' prior written notice to the City. 1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, prior written approval of the City's Risk Management Division is required. Within ten(10)business days following execution of this License,Developer shall ensure that City is furnished with certificates of insurance signed by the respective companies as proof that the types and amounts of insurance coverage required herein have been obtained. In addition, Developer shall, on demand,provide the City with evidence that it has maintained such coverage in full force and effect. 1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per line of coverage, or aggregate is otherwise approved by the City. 1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery by the City of any sum by reason of any insurance policy required under this License shall in no way be construed or affected to limit or in any way affect Company's liability to the City or other persons as provided by this Agreement or law. 1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an Additional Insured on the Automobile and Commercial General Liability policies. 1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. 1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms,conditions, limitations, or exclusions in order to comply with the requirements of this Agreement except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. 1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance evidencing all required insurance coverage and any applicable endorsements. Design Procurement Agreement for Sanitary Sewer Main Page 15 of 15 M-295 Replacement M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY C00UNCILAGENDA ORT N' Rm COUNCIL ACTION: Approved on 6/25/2019 - Resolution No. 5107-06-2019 &Ordinance No. 23712-06-2019 REFERENCE * 60HANNA RANCH DESIGN DATE: 6/25/2019 NO.: C-29177 LOG NAME: PROCUREMENT AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Design Procurement Agreement with Legends of Hanna Ranch, Ltd., with City Participation in the Amount of$458,771.30, for Engineering Design for Replacing Public Sanitary Sewer Mains M-295 and M-329, Located in Village Creek Basin; Adopt Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Design Procurement Agreement with Legends of Hanna Ranch, Ltd., with City Participation in the amount of$458,771.30, for the Engineering Design for replacing public sanitary sewer mains M-295 and M-329 located in the Village Creek basin; 2. Adopt the attached Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt; and 3. Adopt the attached Appropriation Ordinance increasing estimated receipts and appropriations in the Water and Sewer Commercial Paper Fund in the amount of$483,775.00. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is for the City to participate with Legends of Hanna Ranch, Ltd (Developer), in the engineering design cost for replacing and upsizing public sanitary sewers M-295 and M-329, which provide service to the City of Fort Worth as well as the City of Everman in the Village Creek basin. The City Council adopted Capital Improvement Plan includes the replacement and upsizing of these sewer mains ("Project"), with funding identified through the Callable Commercial Paper("CP") program to be reimbursed with future revenue bonds. The Project will replace a fifty year old sanitary sewer main and provide additional capacity for future growth within the basin. The developer is designing and constructing the Hanna Ranch Development ("Development") located southeast of 1-35W and E. Altamesa Blvd. The Development requires 0.69 MGD sewer capcity, which will be provided as part of the sewer main replacements in the Project. The Developer has agreed to design and construct the Project as part of the Development. The Developer has selected Huitt Zollars, Inc., as the engineering consultant to perform the design of the Project. The estimated fee for the City's portion of the engineering design, topographic survey, easement document preparation, construction documents and public bidding is $458,771.30. The engineering design will be reviewed through the City's Infrastructure Plan Review process. The City will manage the easements aquisitions related to the City Participation portions of the Project. Staff concurs that the fees charged by Huitt Zollars, Inc., are fair and reasonable for the work to be performed. http://apps.cfwnet.org/council_packet/mc review.asp?ID=27121&councildate=6/25/2019 5/7/2020 M&C Review Page 2 of 3 (Cost Sharing Breakdown Legends of Hanna Ranch, Ltd Participation $27,988.70 City of Fort Worth Participation $458,771.30 Total Engineering Design Cost $486,760.00 In addition to the amount of$458,771.30 needed for the design Project, $25,003.70 is required for project management and real property staff cost for a total cost of$483,775.00. This project is anticipated to be included in a future revenue bond issue for the Water and Sewer Fund. Available cash within the Water and Sewer portfolio and the City's portfolio along with the appropriation authority authorized under the Callable Commercial Paper Program (CP) will be used to provide interim financing for this project until debt is issued. To the extent resources other than the Water and Sewer portfolio are used to provide interim financing, the Water and Sewer Fund will be charged interest that is equivalent to the overall rate of return being earned by the City portfolio (currently approximately one-percent annually). Should the City's portfolio not support the liquidity needed to provide an interim short-term financing source, another funding source will be required, which could mean issuance of securities under the CP Program or earlier issuance of Water and Sewer revenue bonds than is currently planned. Once debt associated with this project is sold, bond proceeds will be used to reimburse the Water and Sewer portfolio and the City's portfolio in accordance with the attached Reimbursement Resolution. The City Council adopted the Water Department's FY2018-2022 Five-Year Capital Improvement Plan on September 26, 2017. This City Council adopted plan includes this specific project, with funding identified through the CP program to be reimbursed with future revenue bonds. In accordance with the provisions of the Financial Management Policy Statements, Staff anticipates presenting revenue- supported debt issuances to the City Council for consideration within the next three years. This debt must be issued within approximately three years to provide reimbursement for these expenses. If that does not occur, the costs will no longer be reimbursable by issuing tax-exempt debt and the funding source will have to be made whole through other budgetary methods. Adoption of this Resolution does not obligate the City to sell bonds, but preserves the ability to reimburse the City from tax-exempt bond proceeds. Upon completion of the design, the construction of the Project will be publicly bid. Staff will present an M&C to the City COuncil seeking approval for the City to enter into a Community Facility Agreement with City Particiation for the construction of the Project. This project is located in COUNCIL DISTRICT 8, Mapsco 106F-G-K-L-M. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the Water& Sewer Commercial Paper Fund for the Engineering Design of public infastructure improvements including replacing public sanitary sewer main M-295 and M329 located in Village Creek basin for the future growth in Southeast Fort Worth and Hanna Ranch Development Project. The Water and Sewer Commercial Paper Fund includes the authority of$150,000,000.00 for the purpose of providing interim funding for Water and Sewer Capital Projects. After this transfer, the balance will be $24,578,542.00 for future Capital Projects. Funding for the engineering design of public infrastructure improvements including replacing public sanitary sewer main M-295 and M-329 located in Village Creek Basin project is as depicted below: FUND Existing Additional Project Appropriations JAppropriations Total* W&S Commercial $0.00 $483,775.00 $483,775.00 Paper- Fund F http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27121&councildate=6/25/2019 5/7/2020 M&C Review Page 3 of 3 156016 11 Project Total $0.00 $483,775.00 $483,775.00 *Amounts rounded for presentation purposes. TO -T Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference- 1: # Amount ID I ID I I Year (Chartfield 2) Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Chris Harder (5020) Additional Information Contact: Soon Wong (8369) Yogesh Patel (7814) ATTACHMENTS 60 HANNA RANCH DESIGN - REIMB RESOLUTION.docx 60 HANNA RANCH DESIGN MAP.pdf 60 HANNA RANCH DESIGN REIMB RESOLUTION.docx 60HANNA RANCH DESIGN PROCUREMENT AGREEMENT 56016 A019.docx http://apps.cfwiiet.org/couiicil_packet/mc—review.asp?ID=2712 I&councildate=6/25/2019 5/7/2020