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HomeMy WebLinkAboutContract 43512 (2)gECIRIETMY c±, CITY OF FORT WORTH, TEXAS STANDARD AGREFMENT FOR ENGINEERING RELATED DESIGN SFRVICFS This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, (the 'ENGINEER"), for a PROJECT generally described as: Lake Worth Phase II Dredging Design, Construction Phase Services and Lake Worth Dam O&M Manual. Article I Scope of Services A. The Scope of Services is set forth in Attachment A. Article II Compensation A. The ENGINEER's compensation is set forth in Attachment E. 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 D 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 contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this_.GRFEMENT until City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29.2011 Page 1 of 14 OFFICIAL RECORD CITY SECRETARY FT. WORTS TX paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B Standard of Care The 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29.2011 Page 2 of 14 D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink o n 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 u se 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 o r its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the 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 on -site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29,2011 Page 3 of 14 (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. I. Minority and Woman Business Enterprise (M/WBE) Participation In accord with City of Fort Worth Ordinance No. 15530, as amended, the City has goals for the participation of minority business enterprises and woman business enterprises in City contracts. Engineer acknowledges the M/WBE goal established for this contract and its accepted written commitment to M/WBE participation. Any misrepresentation of facts (other than a negligent City of Fort Worth, Texas Standard Agreement for Engineer ng Related Design Services PMO Official Release Date: 11.29 2011 Page 4 of 14 misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract have access to and the right to examine and photocopy any directly pertinent books, documents papers and records of the ENGINEER involving transactions relating to this contract ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. INSURANCE (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate If such Commercial General Liability insurance contains a general aggregate limit it shall apply separately to this PROJECT or location. 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 This insurance shall apply as primary insurance with respect to any other City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29,2011 Page 5 of 14 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 less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000 00 policy limit. i ENGINEER waives all rights against the CITY and its agents, officers directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — 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, 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. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29.2011 Page 6 of 14 (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 Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first -dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion, the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability underwritten on a claims -made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement. The certificate of insurance shall City of Fort Worth, Texas Standard Agreement for Engineer ng Related Design Services PMO Official Release Date: 11.29 2011 Page 7 of 14 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. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29,2011 Page 8 of 14 changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. City -Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services The CITY will perform, at no cost to the ENGINEER such tests of equipment, machinery, pipelines, and other components of the CITY s facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights -of -way, and access necessary for the ENGINEER's services or PROJECT construction. D Timely Review The CITY will examine the ENGINEER's studies, reports, sketches drawings specifications proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29,2011 Page 9 of 14 Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage or disposition of such materials In consideration of the associated risks that may give rise to claims by third parties or employees of City City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV E regarding the ENGINEER's Personnel at Construction Site and provisions providing contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third -Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT or their sureties, shall maintain 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29.2011 Page 10 of 14 (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. 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. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11,29,2011 Page 11 of 14 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. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER s performance of its obligations hereunder. D Termination (1) This AGREEMENT may be terminated 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: 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. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11,29,2011 Page 12 of 14 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 understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors 1. 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29 2011 Page 13 of 14 considered. ENGINFFR 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 Attachment B e Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Executed and effective this thea747 day o . , 20 ATTEST: Mai); Kayser City Secretary 0 0 0 4p 00. APPROVED AS TO FORM AND L l`rI By: A% bhrista ynolds pi/ Assistant City Attorney M&C No.: L., -sio(J /07 M&C Date: ee) )1 0 %/ Y City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 11.29.2011 Page 14 of 14 asiryanati.44.,c1TY OF FORT WORTH 04Cre- aky;.7z1z2, y,„. A 60.4:01ro° tat a 0 # otm-i Fernando Costa 8Mci 00 ssistant City Manager PROVAL RECOMMENDED • Frank Crumb, P.E. Director, Water Department Freese and Nichols, Inc. By: 0_4v Ron King, P.E. Denton Office Manage" "r Attachment A Scope of Services BASIC SERVICES A. DREDGING FINAL DESIGN, PHASE II DREDGING This design will include the dredging design of the following areas: E, D, G, remainder H, remainder I, K, overdredging, and boat channels up to private docks. This scope assumes that the Phase II dredging will be done by the current contractor of Phase I dredging, and that the contractor will be authorized by change order. Contract documents, additional specifications, and advertise/bid/award services are not included in this scope. If these items are required, they can be provided for additional fee. The following services will be provided for the Phase II dredging design: 1. Attend a kickoff meeting with the City to review the preliminary design information and determine the scope and delineation of the areas to be dredged. Discuss schedule and any special project requirements. Perform site visits as needed to review special considerations in the field. Assist the OWNER with meetings with private dock owners to determine dredging details in front of individual docks 4. Coordinate construction plans and change order documents with environmental permitting requirements. 5. Attend up to 4 progress meetings during the design with the City to discuss project status and work through questions and issues on the project. 6. Prepare 50%, 90% and final plans for the Phase II design. Provide design and criteria for the following: a. Cover sheet and general notes, as needed b. Overall additional areas layouts c. Dredge area limits and grading plans d. Typical grading cross sections e. Special details for working near docks f. Standard construction details 7. Provide the City with 5 hard copies of the 50%, 90% and 100% plans. 8. Prepare detailed dredging quantity estimates. 9. Prepare change order documents for the Phase II dredging and negotiate pricing for the work on behalf of the OWNER A-1 10. Upon final agreement on the change order, finalize the change order documents, route the documents for signatures, and provide 5 copies each to the OWNER and Contractor. B. CONSTRUCTION PHASE SERVICES FOR PHASE II DREDGING Upon completion of the change order documents execution, FNI will proceed with the performance of construction phase services as described below. FNI will endeavor to protect City in providing these services however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. If general conditions other than FNI standards are used, the City agrees to include provisions in the construction contract documents that will require the construction contractor to include FNI and their subconsultants on this project to be listed as an additional insured on contractor s insurance policies. 1. Attend up to 5 additional progress meetings during construction. 2. Assist City in reviewing the Contractor's scheduling and sequence plan needed to accomplish the additional dredging areas. 3. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Review contractor s submittals, including, requests for information modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 4. Make up to 5 additional visits during construction, appropriate to the stage of construction to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort FNI will endeavor to protect the City against defects and deficiencies in the work of Contractors and will report any observed deficiencies to City. Visits to the site in excess of the specified number are an additional service It is understood that the City will provide resident project representation services with City staff, and this is not in FNI's services. A-2 5. Notify the contractor of non -conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. Interpret the drawings and specifications for City and Contractor. Investigations, analyses, and studies requested by the Contractor and approved by OWNER, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. 7. Assist the City with preparation of a plan and grid system for measurement and calculation of field construction quantities. 8. Receive field quantity measurements from the City and/or Contractor and review or calculate quantities to be used in the Contractor's monthly pay estimates. This shall also include attendance during field measurements when needed. FNI environmental personnel will attend up to 2 additional site visits during construction to assist with any issues or questions associated with environmental testing or permit compliance. 10. Conduct, in company with City's representative, a final review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City in obtaining legal releases, permits, and warranties from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Visiting the site to review completed work in excess of two trips are an additional service. 11. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Two (2) sets of prints of "Record Drawings" shall be provided by FNI to City. It is intended that these drawings will be included in with the Record Drawings for the Phase I dredging. C. LAKE WORTH DAM OPERATIONS AND MAINTENANCE MANUAL The purpose of this is to document and develop a manual and procedures for the operations and maintenance of Lake Worth Dam, in accordance with Texas Commission on Environmental Quality, Chapter 299 — Dams and Reservoirs requirements. 1. Attend a kickoff meeting with the City to discuss project scope, schedule and budget. Prepare and distribute meeting minutes. 2. Obtain any existing as -built record drawings and data to determine existing dam and appurtenances. A-3 Obtain any existing reports and studies of the dam, including any inspections and O&M information. 4. Conduct a site visit, along with Lake Worth maintenance staff, to observe the overall condition of the dam and to gather information on O&M activities. This site visit does not include a detailed dam inspection. 5. Meet with Lake Worth maintenance staff to review existing operational and maintenance practices and procedures and to discuss any desired adjustments to these practices and procedures. 6. Prepare O&M manual recommendations and exhibits, including: a. Pertinent drawings of dam b. Inspection guidelines and checklists c. Maintenance guidelines and schedule d. Readings of existing piezometer instrumentation and evaluation e. discussion of on -site security systems 7 Prepare the draft O&M manual and submit up to 5 copies of it to the City for review. 8. Attend a meeting with City staff to present the draft O&M manual, and obtain comments on it. 9. Incorporate City comments, and prepare the final O&M manual. Deliver one electronic pdf copy and 10 hard copies of the final O&M manual to the City. ADDITIONAL SERVICES Additional Services which can be performed by FNI, if authorized by City which are not included in the above described services, are described as follows. If any of these services are requested by the City, FNI will submit a scope and fee proposal to the City. 1. Design, bid and construction phase services for construction projects in excess of Phase I and the Phase II one included in this amendment. 2. Preliminary and final design of trail. 3. Field layouts or the furnishing of construction line and grade surveys. 4. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. Making revisions to drawings specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of FNI. A-4 6. Furnishing the services of a Resident Project Representative to act as OWNER's on -site representative during the Construction Phase. The Resident Project Representative will act as directed by FNI in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on -site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, FNI shall endeavor to provide further protection for OWNER against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D and Attachment RPR. If OWNER provides personnel to support the activities of the Resident Project Representative who is FNI or FNI's agent or employee, the duties responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. OWNER agrees that whenever FNI informs him in writing that any such personnel provided by the OWNER are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. 7. Preparation of Conformed or "As Bid" plans and specifications for use during the construction phase. These documents shall involve the incorporation of addenda items into the Contract Documents through modification of the electronic files and reprinting of the plans and specifications inclusive of the incorporated changes. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). 9. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. 10. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. 11. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. 12. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement 13. Services required to resolve bid protests or to rebid the projects for any reason. A-5 14. Visits to the site in excess of the number of trips indicated for periodic site visits, coordination meetings, environmental personnel site visits or contract completion activities. 15. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. 16. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. 17. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of FNI. 18. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. 19. Design modifications required to meet wetland mitigation success criteria required by the USACE ATTACHMENT B COMPENSATION FOR DESIGN PHASE SERVICES AND DAM O&M MANUAL LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER A. Design Phase Services and Dam O&M Manual: Compensation to FNI for the Design Phase Services and Dam O&M Manual, Items A and C in Attachment A, shall be the lump sum of Ninety Nine Thousand Nine Hundred and Sixty Eight Dollars ($99,968 00). If FNI sees the Scope of Services changing so that additional services are needed, including but not limited to those services described as Additional Services in Attachment A, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the Schedule of Charges. B. Schedule of Charges for Additional Work: Staff Member Resident Representative Salary Cost Times Multiplier of 2.18 Salary Cost Times Multiplier of 2.0 Salary Cost is defined as the cost of payroll of engineers, draftsmen, stenographers, surveymen clerks, laborers, etc., for the time directly chargeable to the project, plus social security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments sick leave, vacation and holiday pay applicable thereto. (Salary Cost is equal to 1.632 times payroll. This factor is adjusted annually). Other Direct Expenses Actual Cost Times Multiplier of 1.15 Other direct expenses shall include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. Rates for In-house Services Computer $10.00 per hour Plotter Bond Special Color $ 2.50 per plot $ 5.00 per plot $ 5.75 per plot Testing Apparatus Density Meter $700.00 per month Gas Detection $ 20.00 per test 3 10 04 L:\Resources\cbs\ B-1 Printing Black and White $0.10 per copy Color $0.50 per copy Binding $5.75 per book FNI OWNER ATTACHMENT B COMPENSATION FOR CONSTRUCTION PHASE SERVICES COST TIMES MULTIPLIER WITH MAXIMUM FEE LIMIT OPTION A. Construction Phase Services: The total fee for Construction Phase Services, Item B in Attachment A, shall be computed on the basis of the Schedule of Charges but shall not exceed One Hundred Twenty One Thousand Eight Hundred Twenty Two Dollars ($121,822 00) If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment A, FNI will notify OWNER for OWNER s approval before proceeding. Additional services shall be computed based on the Schedule of Charges. B. Schedule of Charges: Staff Member Resident Representative Salary Cost Times Multiplier of 2.18 Salary Cost Times Multiplier of 2.0 Salary Cost is defined as the cost of payroll of engineers, draftsmen, stenographers, surveymen clerks, laborers, etc., for the time directly chargeable to the project, plus social security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto. (Salary Cost is equal to 1.632 times payroll. This factor is adjusted annually). Other Direct Expenses Actual Cost Times Multiplier of 1.15 Other direct expenses shall include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was per forming the same or similar services. Rates for In-house Services Computer $10.00 per hour Plotter Bond Special Color Testini Apparatus Density Meter Gas Detection 3-10-04 L:\Resources\cbs\ $ 2.50 per plot $ 5.00 per plot $ 5.75 per plot $700.00 per month $ 20.00 per test B-2 Printing Black and White $0.10 per copy Color $0.50 per copy Binding $5.75 per book FNI OWNER ATTACHMENT C AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES No amendments proposed to Standard Agreement. ATTACHMENT D PROJECT SCHEDULE Complete final design and change order within 60 calendar days of receipt of notice to proceed. Complete Lake Worth Dam O&M Manual within 90 calendar days of receipt of notice to proceed.