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HomeMy WebLinkAboutContract 41990 (2)-' 11? c l a n O _, `�-- n if - )J n 4 CIS F FORT WORTH, TEXAS CONTRACTNO STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES This AGREEMFN T is between the City of I ort Worth, a homearule municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas (the "CITY"), and Jacobs Engineering Group Inc. (the "ENGINEER"), for a PROJECT generally described as: Revise the Traffic Flow at the Convention Center Parking Garage off of Commerce Street (the "PROJECT"). Article Scope of Services A. Scope of Services is set forth in Attachment A. Article II Compensation A. The ENGINEER'S compensation is set forth in Attachment A. Article III Terms of Payment Payments to the ENGINEER will be made as follows: A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment A to this AGREEMENT, to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices are due and payable within 30 days of receipt. (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so . contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any cortested portion of the billing until mutually resolved. OFFICIAL RECORD CW` �T Y SECRETARY ii, WORTH, TX Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) - Jacobs Engineering Group, Inc. (Page 1 of 16) - (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment B. A. General The ENGINEER will serve as the CITY'S professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B Standard of Care The standard of care applicable to the ENGINEER'S services will be the degree of skill and diligence normally employed in the State of Texas by professional engineers or consultants performing the same or similar services at the time such services are performed. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution These conditions and cost/execution effects are not the responsibility of the ENGINEER Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 2 of 16) D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible Mylar sheets and electronic files in pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires, provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER'S personnel at a construction site, whether as on -site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY S construction contractors or other entities, and do not relieve the construction contractors or any other e ntity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no o bligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the Contract Documents, nor shall anything in the Contract Documents or the agreement between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on -site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes o n -site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 3 of 16) F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation in accordance with Attachment A (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions, time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY'S actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER'S opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER'S knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the Contract Documents; that the final work will be acceptable in all respects that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 4 of 16) I. Minority and Woman Business Enterprise (M/WBE) Participation This paragraph is not applicable as the fee proposal is Tess than $25,000.00. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subcontractor reasonable advance notice of intended audits. (3) ENGINEER and subcontractor agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. Insurance (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and, if necessary commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an insured under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 5 of 16) This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions by endorsements that would alter or nullify premises/operations, products/completed operations contractual, personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto - the ENGINEER shall maintain business auto liability and, if necessary commercial umbrella liability insurance with a limit of not less than $1 000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non -owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation - ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not Tess than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — the ENGINEER shall maintain professional liability, a claims -made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 6 of 16) whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be delivered to the CITY prior to ENGINEER proceeding with the PROJECT. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. d. Any failure on part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto ENGINEER'S insurance policies. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first -dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 7 of 16) i. The CITY shall be entitled upon its request and without incurring expense, to review the ENGINEER'S insurance policies including endorsements thereto and, at the CITY'S discretion; the ENGINEER may be required to provide proof of insurance premium payments. • Lines of coverage, other than Professional Liability, underwritten on a claims -made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. m. Subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER When sub subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance L. Independent Engineer The ENGINEER agrees to perform all services as an independent ENGINEER and not as a subcontractor, agent, or employee of the CITY. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 8 of 16) of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards critena which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment B. A. City -Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER'S performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment machinery, pipelines, and other components of the CITY'S facilities as may be required in connection with the ENGINEER'S services. The CITY will be responsible for all acts of the CITY S personnel. Advertisements, Permits, and Access Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 9 of 16) Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities and land, easements, rights -of - way, and access necessary for the ENGINEER'S services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER'S services or of any defect in the work of the ENGINEER or construction contractors. P. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY'S facilities that may contain hazardous materials including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER'S negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV E regarding the ENGINEER'S Personnel at Construction Site, and provisions providing contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third -Party Beneficiaries Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 10 of 16) (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER " (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third -party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third -party beneficiary rights under this Agreement. (4) Nothing contained in this section V.H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER I. CITY'S Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY will ensure that Builders Risk/Installation insurance is maintained at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 11 of 16) The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER'S cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment B. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B Reuse of Project Documents All designs drawings, specifications documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God stakes lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated only by the City for convenience on 30 days written notice This AGREEMENT may be terminated by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with in 5 days of written notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 12 of 16) a.) Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product b.) Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c.) The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT'S schedule, commitment and cost of the ENGINEER'S personnel and subcontractors, and ENGINEER'S compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify, hold harmless and defend the CITY against liability for any damage caused by or resulting from an act of negligence intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the ENGINEER or ENGINEER'S agent, consultant under contract, or another entity over which the ENGINEER exercises control. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party H. Interpretation Limitations on liability and indemnities in this AGREEMENT are business u nderstandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including n egligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole n egligence for indemnification. Parties mean the CITY and the ENGINEER, Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 13 of 16) and their officers, employees, agents, and subcontractors. I. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. J. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B , VI.D , VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. K. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers agents and employees from and against all claims or liability arising out of the violation of any such order, law ordinance, or regulation, whether it be by itself or its employees. Article VII Attachments, Schedules, and Signatures This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services, Compensation, Schedule Attachment B - Amendments to Standard Agreement for Engineering Services (The Remainder of This Page Is Intentionally Left Blank) Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 14 of 16) Executed this the ATTEST: day of CITY OF FORT WORTH: Fernando Costa Assistant City Manager RECOMMENDED: C-0 &N, Dougla&W. Wiersig, PE, Dirdctor Transportation & Public Works Department APPROVED AS TO FORM AND LEGALITY: Douglas W. Black Assistant City Attorney ATTEST: Marty Hendrix �S City Secretary Date M&C No. (M&C Is Not Required) ,2011. ENGINEER JACOB7 NGINEERIJ -G GROUP INC. V -7/ ti Patrick M cFa rl i n i Division Vice President EQ't le 0 1:nr lab) y00000; pnix o N. !M%P0 _ : 0 a -N\ • 00000000 �: e1\)4ittn gam 45, A' 0 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 15 of 16) ATTACHMENT A - SCOPE OF SERVICES, COMPENSATION, SCHEDULE Refer to the attached Jacobs Engineering Group, Inc. letter dated January 24, 2011, Re: City of Fort Worth, Existing Convention Center Parking Structure Traffic Flow Reversal — Construction Documents. If any conflict arises between the Attachments/Exhibits and the Agreement, the terms of the Agreement shall control. ATTACHMENT B - AMENDMENTS TO AGREEMENT See next page Revise Traffic Flow at Convention Center Parking Garage off of Commerce Street (Feb 2011) Jacobs Engineering Group, Inc. (Page 16 of 16) b fMH M "A" January 24, 2011 S Mr. James Homer Assistant Facilities and Public Events Director City of Fort Worth 1201 Houston Street Fort Worth, Texas 76102-6490 Global Buildings NA 777 Main Street Fort Worth, Texas 76102 1.817.738.6000 Fax 1.817.735.6148 Re: City of Fort Worth Existing Convention Center Parking Structure Traffic Flow Reversal — Construction Documents Dear James, Jacobs is pleased to submit to you our proposal to complete construction documents relative to the City of Fort Worth s desire to implement the reversal of the traffic flow within the existing Convention Center Parking Structure located off of Commerce Street. Our understanding of your desires and our proposed scope of services, schedule and fee for this project are outlined in detail below. PROJECT UNDERSTANDING Jacobs understands that the City desires to implement the reversal of the traffic flow inside of the existing parking structure per Jacobs' earlier study and recommendations. The purpose of this modification is to change from a pay -on -entry to a pay -on -exit system of revenue control. SCOPE OF SERVICES Our proposed scope of services is as follows: TASK 1 Verify As -Built Documents and Existing Conditions We will verify the available information including -the existing drawings prepared by Garen Associates dated 1/12/82 that were provided to us by the City of Fort Worth. This task includes verification of plan dimensions, layout, and existing electrical routing Verification will be of a non- destructive method and be possible for readily visible areas. Construction that is located with in the concrete structure or underground, such as electrical routing, will be determined via engineering judgment. Verification will only occur for areas where construction work will be performed and is limited to curb cuts and other critical ground floor dimensions. TASK 2 - Professional Engineering Design Services Professional architectural and engineering design services will be provided to execute the civil, architectural, and electrical proposed changes. Civil — Civil modifications are to include the following: r - Modification of existing curb cuts into facility. Structural — No structural services are anticipated and therefore are not included. Jacobs Engineering Group Inc. Architectural — Architectural modifications are to include the followings Any demolition drawings for existing facility required to implement new plans. Layout of new vehicular entry and ticket dispensers - Restriping plans for all levels of the garage. Relocation and layout of handicap parking_ - Interior graphics and waytinding to meet requirements of new layout. Electrical — Electrical modifications to include the following: Design of new electrical routing to parking controls equipment. Design of limited lighting improvements for the first level where exits are converted to entry points. Bidding & Construction Administration -- Bidding and construction services to include the following: Answers to bidders questions. - Review of submittals - Responses to Requests for Information (RFIs). • Final punch / waikthrough of completed project. EXCLUSIONS/QUALIFICATIONS The following tasks are not included in this proposal: Traffic flow analysis for surrounding area and garage. Parking demand and supply calculations. Site design except for entry/exit curb modifications* ADA improvements except as related to relocation of handicap parking stalls. Modification to existing stairs, elevator or elevator lobbies Modifications to the existing parking office. Structural evaluation and/or design. Electrical upgrades except for limited ground floor lighting improvements and entry plaza improvements. Modification of electrical service and panels. Electrical service and panels are assumed to be adequate for new loads. Printing costs beyond 4 review sets and 4 final sets. - Presentation to the Fort Worth Design Review Board. - Fees and time associated with obtaining construction permits. Construction cost estimate. - Bidding and construction administration activities except as noted above. TDLR fees. As -Built drawings. SCHEDULE Once an agreement has been reached and a Notice to Proceed has been issued, we will be available to begin. We propose the following meetings and submittals: Project Kickoff Meeting - 50% On-Board/Over-Shoulder Design Review Meeting - 95% Construction Document Review Set - 95% Design Review Meeting ▪ Issued For Construction Documents Jacobs Engineering Group Inc. • We anticipate being able to hold the first meeting after the receipt of a Notice to Proceed and anticipate roughly 8-weeks total from NTP to document compilation and review. We will work with the City to deliver these documents to meet their construction schedule FEE For the scope of services described above, we propose a LUMP SUM FEE OF $24,655 including all direct costs TASK 1 — Verify As -Built and Existing Conditions $1,050.00 TASK 2 — Provide Professional Engineering Design Services $ 23,605.00 Total $ 24,655.00 • We are once again excited about the opportunity to assist the City with another parking project and look forward to continuing our successful working relationship, Should you have any questions regarding this proposal, please do not hesitate to give me a call. Sincerely, JACdd BS David J. White 111, PE Manager of Operations • • Jacobs Engineering Group Inc. ATTACHMENT B AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES REVISE TRAFFIC FLOW AT THE CONVENTION CENTER PARKING GARAGE OFF COMMERCE STREET PROJECT I. AMENDMENTS A. Article IV, Paragraph G: The ENGINEER shall not be responsible for recommending construction progress payments. B Article IV, Paragraph I: * Note; this paragraph has been amended in the body of the contract to show that a disadvantaged business enterprise (DBE) goal is not applicable to this contract. C. Article IV, Paragraph K (1) (a): Delete: "If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT of location.' D. Article IV, Paragraph K (1) (a) (ii): Delete: "ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement." E. Article IV, Paragraph K (1) (b) (i): Delete: "ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage' F. Article IV, Paragraph K (1) (c) (i): Delete: `ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement." G. Article IV, Paragraph K (2) (b): The CITY will not be named as "additional insured" on the ENGINEER'S professional liability and worker's compensation policies. All policies except for ENGINEER's professional liability policy shall contain a waiver of subrogation in favor of the CITY. H. Article IV, Paragraph K (2) (i): Shall be revised to read as follows: "The CITY shall be entitled, upon its request and without incurring expense, to promptly receive verification that ENGINEER's insurance policies, including endorsements thereto are active and in force as noted on certificates of insurance provided to the CITY and, at the CITY'S discretion the ENGINEER may be required to provide proof of insurance premium payments ' I. Article IV, Paragraph O: In addition to the paragraph referenced, the following shall be added: "Permits not expressly scoped in Attachment A, Scope of Services, shall not be the responsibility of the ENGINEER." J. Article VI, Paragraph By In addition to the paragraph referenced, the following shall be added: "The ENGINEER shall not be liable for any use of such design documents on any other project.' II. SPECIAL PROVISIONS A. Changes of Work: The ENGINEER shall make such revisions in the work included in this contract which has been completed as are necessary to correct errors appearing therein when required to do so by the City without undue delays and without additional cost to the CITY. If the CITY finds it necessary to request changes to previously satisfactorily completed work or parts thereof, the ENGINEER shall make such revisions if requested and as directed by the CITY This will be considered as additional work and paid for as specified under Additional Work. B. Additional Work: Work not specifically described under "Scope of Services' must be approved by supplemental agreement to this contract by the CITY before it is undertaken by the ENGINEER. If the ENGINEER is of the opinion that any work he has been directed to perform is beyond the scope of this agreement and constitutes extra work, he shall promptly notify the CITY in writing. In the event the CITY finds that such work does constitute extra work, then the CITY shall so advise the ENGINEER, in writing, and shall provide extra compensation to the ENGINEER for doing this work on the same basis as covered under Compensation and as provided under a supplemental agreement. The lump sum fee shall be adjusted if additional work is approved by supplemental agreement and performed by the ENGINEER. C. Consequential Damages: Notwithstanding any other provision of this Agreement to the contrary, the parties hereto mutually agree that neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive or special damages or Toss of income, profit or savings of any party, including third parties, arising directly or indirectly from the parties' relationship under this Agreement or applicable law. D. Limit Use to Hard Copies: As a component of the Services provided under this Agreement, Engineer may deliver electronic copies of certain documents or data (the 'Electronic Files") in addition to printed copies (the "Hard Copies") for the convenience of the Owner Owner and its consultants, contractors and subcontractors may only rely on the Hard Copies furnished by Engineer to Owner. If there is any discrepancy between any Electronic File and the corresponding Hard Copy, the Hard Copy controls E Acceptance Procedure: Owner acknowledges that Electronic Files can be altered or modified without Engineer's authorization, can become corrupted and that errors can occur in the transmission of such Electronic Files. Owner agrees that it will institute procedures to preserve the integrity of the Electronic Files received from Engineer until acceptance. Owner further agrees that it will review the Electronic Files immediately upon receipt and conduct acceptance tests within thirty (30) days, after which period Owner shall be deemed to have accepted the Electronic Files as received. Engineer will undertake commercially reasonable efforts to correct any errors in the Electronic Files detected within the 30- day acceptance period. Engineer shall not be responsible to maintain the Electronic Files after acceptance by Owner. F. Warranty of Compatibility: Engineer does warrant or represent that the Electronic Files will be compatible with or useable or readable by systems used by Owner or its consultants, contractors and subcontractors. Engineer is riot responsible for any problems in the interaction of the Electronic Files with other software used by Owner or its consultants, contractors and subcontractors.