Loading...
HomeMy WebLinkAboutContract 54644 CSC No. 54644 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("CITY"), and CP&Y, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Construction Management Services for Phase I of the Taxiway Papa Extension Project. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment "K— Scope of Services; 3. Attachment"B"—Amendments to Standard Agreement for Engineering Services. 4. Attachment C-Verification of Signature Authority Form. Attachments "A", "B" and "C"which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of the Attachments and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Article I Scope of Services The Scope of Services is set forth in Attachment A. Article II Compensation and Term of Agreement A. The ENGINEER's compensation shall be in an amount not to exceed $649,503.00 as set forth in Attachment A. B. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein, whichever occurs first. Article III OFFICIAL RECORD Terms of Payment CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 1 of 28 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 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 ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 2 of 28 similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for 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. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 3 of 28 (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 this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 4 of 28 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 Business and Small Business Enterprise (MBE)(SBE) Participation In accord with the City of Fort Worth Business Diversity goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a Ordinance No. 20020-12- 2011, as amended), the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Engineer acknowledges the MBE and SBE goals established for this contract and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3)years. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 5 of 28 subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. INSURANCE (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto — the ENGINEER shall maintain business auto liability 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 6 of 28 vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation — ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 7 of 28 documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of$25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or 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. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 8 of 28 L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 9 of 28 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. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 10 of 28 containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/installation insurance at the replacement City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 11 of 28 cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 12 of 28 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies, plans, 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' personnel and subcontractors, and ENGINEER's compensation will be made. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 13 of 28 F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier. CITY is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall 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. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K. Immigration Nationality Act City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 14 of 28 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel If Engineer has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Engineer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Engineer certifies that Engineer's signature provides written verification to City that Engineer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 15 of 28 BY: BY: CITY OF FORT WORTH ENGINEER CP&Y, Inc. Fernando Costa(Oct 7,202018:12 CDT) •rT —"- Fernando Costa Stephen Conner Assistant City Manager Vice President Date: Oct 7,2020 Date: APPROVAL RECOMMENDED: By: Roger Venables Interim Director, Aviation Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 3OFrZ Dale( ,202014.47 CDT) Tyler Dale Airport Project Coordinator APPROVED AS TO FORM AND LEGALITY 7"ti;o`tvca�Rocks-Ka�cser� By:Thomas Royce Hansen(Oct 7,202018:06 CDT) T. Royce Hansen apF FORt�a� Assistant City Attorney moo oo��o �o Pvo o=d ATTEST: a�,�00 *� Form 1295 No. 2020-639583 oQQ�reza54pp Ronald P.Gonzales(Oct 8,2 8:45 �uoaaa4 M&C No.: 20-0537 Mary J. Kayser City Secretary M&C Date: 8/11/2020 OFFICIAL RECORD City of Fort Worth,Texas CITY SECRETARY Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 16 of 28 FT. WORTH, TX FORT WORTH ALLIANCE Airport FORT WORTH, TEXAS TAXIWAY P EXTENSION PHASE 1 ATTACHMENT A SCOPE OF WORK—CONSTRUCTION PHASE SERVICES The Scope of Work for this project includes the following: Project Overview/Scope of the Project Phase 1 of the project consists of Bid Schedule#2. Bid Schedule #2 includes demolition of existing storm drain facilities, electrical switch rack and associated conduits, excavation and associated grading, installation of temporary and permanent AOA fence, installation of proposed storm drain facilities, disposal of water wells, removal of concrete roadway pavement, installation of new concrete perimeter road pavement with lime treated subgrade and flexible base, sodding, and reseeding disturbed areas, installation of a portion of Taxiway P including lime treated subgrade, cement treated base, reinforced and unreinforced concrete, asphalt shoulder with flexible base, taxiway edge lighting including vault modifications and ALCMS update, and pavement marking. The intent of this task assignment is to provide construction phase services, including resident project representation, during the construction of the project. TASK 1—CONSTRUCTION PHASE SERVICES During construction, the CP&Y team will provide construction management and construction support services. CP&Y and Ferguson Consulting will provide construction support services: A. Attend pre-construction meeting. B. Attend regularly scheduled construction coordination meetings on an as-required basis. C. Review and approve submittals and shop drawings. D. Provide clarifications and interpretations of Contract Documents. E. Provide site visits as required for monitoring progress and discussing clarifications. Provide the Owner with a field visit report after each visit indicating observations. F. Prepare all support documents for construction contract modifications. Changes to the plans and specifications required because of errors or omissions by the Consultant shall be accomplished by the Consultant at its own expense. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 17 of 28 G. Incorporate Contract Modification drawing changes into the original documents - cloud, number and date. Record PDF documents shall be kept of all drawing alterations. H. Participate in final inspection of the project and prepare and submit to the airport a list of items needing further attention or correction. I. Assist in start-up and commissioning of all systems to determine that they function as designed. Where start-up operations indicate that design modifications are required, the Consultant shall provide the required documents to direct the Contractor in making the modifications. J. Upon completion of punch list items by the Contractor and a final inspection of the Work, the Consultant shall recommend final acceptance of all systems included in the project. K. Review contractor "as-built" drawings. Review and approve operations and maintenance manuals submitted by the Contractor. Project Management Associates, in association with CP&Y,will provide construction management services: A. Manage and coordinate the work of the project as a whole, including the construction contractor(s) and all other parties from contract award through completion and close-out. B. Establish a project organization to perform the construction management, pre-construction, planning, administration, check-out inspection, and to manage testing and surveying services. Provide project staff in sufficient number, specialties, and classifications for the duration and at such locations as may be necessary for the performance of these services, and recruit, mobilize and demobilize project personnel as required. C. Perform other required management and administrative services needed to carry out responsibilities, including development and implementation of agreed upon project procedures; preparation of estimates and budgets; project planning and scheduling; progress payment control; accounting costs and commitments; providing contract administration; coordination of materials testing laboratory and surveying requirements; provide all reports (daily,weekly, monthly and final acceptance); and other related activities and services necessary to control cost, schedule, and quality of the project and ensure compliance with Federal Aviation Administration (FAA) Grant Assurances. D. Submit to the Airport for review, approval, and/or execution, as required, such documents as project budgets; change orders; progress payments; and any other project related documents that may be required. E. Report in writing monthly,or as directed,on the status, activities and trends of the project. F. Assure compliance with Davis-Bacon Act by performing timely reviews of certified payrolls and performing labor interviews and following up on any deficiencies, as necessary, to comply with FAA and Airport Audit requirements, and report unresolved deficiencies, with detailed findings, to the Airport. Report to the Airport monthly(in writing) on Davis-Bacon activities. G. Prepare all FAA reports and document events pertaining to project work that affect eligibility of the work for FAA Grant funds. H. Establish and implement a comprehensive cost control program which will be mutually agreed to City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 18 of 28 by the Airport and the Consultant with the objective of maintaining constant surveillance of construction contract costs. Cost control will include, but not be limited to, the following functions: a. Monitor project construction budgets. b. Prepare and submit to the Airport monthly cost forecasts updating the budgetary estimates. c. Perform other cost engineering and estimating services as required. I. Monitor progress against contract schedule; monitor contractor performance; review the status of schedule progress and performance; and obtain agreement on improvement measures to be taken, and if necessary, recommend remedial actions to the Airport. J. Utilize document control system to maintain complete project records for construction contract from contract award to final acceptance, payment, and close-out. These records will include, but not be limited to: a. Construction contract and change orders. b. Record of all correspondence and meetings pertaining to contract. c. Contractor progress payment records and installed quantity surveys. d. Materials testing reports, Code Enforcement issues, Requests for Inspection and Testing. e. Monthly,weekly,and daily reports. f. Record of all changes, deviations, and substitutions which have been evaluated, estimated, negotiated, and accepted. g. Final acceptance,final payment, and close-out documents. h. Certified payroll records and payroll interview forms. K. In performing CM services from the date of Notice to Proceed for construction to the date of final completion,the Consultant shall: a. Provide independent estimates for all changes to drawings and specifications. b. Manage the construction of the project in accordance with approved drawings and specifications. Provide the necessary coordination, supervision, planning, scheduling, cost control, contract administration, and support services. c. Manage, coordinate, and administer the job site activities of all contractors. d. Assist contractor in documenting as-built data, utility information and utility locations. Report to the Airport monthly(in writing) on progress of documenting as-built data. e. Monitor project progress against contractor's schedule; quantity of work installed and contractor performance, including productivity of labor and equipment, against the work scheduled; review status of schedule progress and performance with the contractor; and, City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 19 of 28 obtain agreement on improvement measures to be taken, and if necessary, recommend remedial action(s)to the Airport. f. Hold periodic meetings with the contractor to review and resolve: L Potential problems. ii. Critical items. iii. Schedule progress and performance. iv. Detailed plan for next three weeks. v. Current action items. vi. Erosion control/environmental compliance. vii. Coordination with other stakeholders. viii. Davis-Bacon compliance. ix. QA/QC control issues. x. As-built documentation. L. Provide progress payment controls: a. Take measurements and perform calculations in accordance with the construction contract. b. Develop a detailed breakdown for any lump sum price or unit priced contract to facilitate systematic and reasonable progress payments. c. Create, maintain, and update progress payment spreadsheets each month reflecting the work accomplished. d. Maintain documentation, which can be audited, to support each progress payment estimate. M. Administer Change Orders: a. Provide for preparation of drawings or sketches,as required,for changes or extra work. b. Prepare an independent cost estimate for each change. c. Conduct negotiations with the contractor and develop change orders to incorporate the changes or extra work into the contracts. d. Process each change order in a timely fashion through the contractor and submit to the Airport, in the form prescribed by the project procedures,for approval. e. Maintain documentation and field files to support Contract Administration functions. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 20 of 28 N. Administer Claims: a. Review and evaluate claims from contractor as to validity under the terms of the contracts. b. Prepare an independent itemized estimate of cost for claims appearing to be valid under the contract and reconcile with the contractor's estimate. c. Negotiate with the contractor to resolve claims, including documentation of the rationale for resolution. d. Develop change order to incorporate the work covered by claims into the contract. e. Process each change order through the contractor and submit to the Airport for approval. f. Assist the Airport in arbitration of Claims, as requested. O. Provide Inspection and Quality Assurance: a. Perform inspection of the contractor's work for conformance with the contract documents. b. Arrange for tests of materials and equipment as required for conformance with specific requirements of contract documents, and document results of the tests. Where tests indicate lack of conformance, initiate action to secure conformance. Track and manage efforts of materials testing firm. c. Note deficiencies in the contractor's work, cause corrections to be made, and check the remedial work. d. Provide a record of tests made to verify quality of the work and conformance with contract documents. e. Prepare and maintain daily inspector's reports including a narrative of the work in progress, notations on tests made, pertinent facts as to problem areas and recommended solutions,workforce, equipment,and other matters essential to the project. f. Request all testing and surveying services. g. Coordinate runway and taxiway closures with Airfield Operations. P. Issue a monthly Progress Report to the Airport on the status, activities, and progress of the project which shall include the following: a. Project Narrative: A narrative report stating the percentage of work physically completed and including a description of the physical progress during the report period; plans for the forthcoming report period; problem areas; and an explanation of corrective actions taken or proposed. b. Project Schedule: Project schedule updated for progress revisions. c. Cash Flow Forecast: Cash flow forecast showing estimated payments to contractor and management costs for the entire construction period. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 21 of 28 d. Project Cost: Project cost indicating the costs and commitments to date, and a forecast of costs to completion for construction contract, including a listing of processed change orders, pending change orders, and potential claims. e. Progress Photos: Periodic photographs showing progressive project advancement. Photos to be dated and have short descriptive label including north arrow indicator. Q. Periodically issue a Critical Items Report indicating action required on all critical materials, equipment and work items. R. Consultants and sub-consultants shall observe all safety regulations and rules provided by the Contractor within the work areas. The Consultant may provide its own Safety Program with the approval of the Airport. S. Substantial Completion: Upon substantial completion of the physical construction and installation of the facilities and systems of the project, Consultant will furnish, or cause to be furnished, punch lists and check-out tests for facilities and systems required by the various specifications for the purpose of demonstrating to the Airport that the civil and have been correctly installed and are ready to be used and operated. Tests will be observed and/or approved by the Airport at their option. a. Coordinate the development and submittal of operation and maintenance (C&M) manuals and related materials for equipment and systems facilities as required. Transmit and maintain documentation of transmittal to the Airport. b. Coordinate the development and submittal of "as-built" drawings. Transmit and maintain documentation of transmittal to the Airport. c. Coordinate the system check-out testing program, if required. d. Coordinate the services provided by suppliers in adjusting, calibrating, and verifying the correct installation of their equipment, if required. e. Prepare punch lists of deficiencies, requiring contractor's and/or supplier's corrections prior to final acceptance and assist in contractor's check-out testing services. f. Formally advise the Airport when the contractor has satisfactorily completed all work under the terms of the contract. g. Recommend the Airport's acceptance of services for each facility or system when it has been physically installed and tested in accordance with the drawings and specifications. h. Assist in the implementation of operations and maintenance in new facilities. i. Assist in the close-out of the Construction Management Program as provided in the FAA Grant Agreement. j. Submit a final test and quality control report documenting the results for all tests performed, highlighting those tests that failed or did not meet the applicable test standards. The report shall include the payment reduction applied and reasons for accepting any out-of-tolerance material. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 22 of 28 k. Recommend to the Airport the processing of final contract payment after final acceptance. I. Close out project files and transmit to the Airport, as required. Gorrondona &Associates will provide construction materials testing(CMT) services for quality assurance: A. Attend regularly scheduled construction coordination meetings on an as-required basis. B. Perform construction materials testing including: a. Sodium/Mag. Sulfate Soundness, 5 Cycles, ASTM C-88 b. Sieve Analysis for Coarse& Fine Aggregates,ASTM C-136 c. Moisture Density Relationship,Soil Cement Mix.ASTM D-558 d. Moisture Density Relationship,Sand Cement Mix.ASTM D-558 e. One-point Moisture Density Relationship,Soil Cement Mix.ASTM D-558 f. Moisture Density Relationship,ASTM D-698 g. Stability- Hveem ASTM D-1560 or TEX-208F h. Compressive Stir., Molded Soil Cement Mix.ASTM D-1633 i. Compressive Stir., Molded Sand Cement Mix.ASTM D-1633 j. Extraction/Gradation ASTM D-2172,ASTM C-136 k. Soluble Sulfate Test,TEX 145E I. Lab Molded Density Set (TEX-207F&TEX-208F m. Maximum Theoretical Specific Gravity(TEX-227F n. Atterberg Limits o. Minus No. 200 Sieve p. In-Place Density Using Nuclear Gauge q. Concrete Observation and Reinforcing Steel Inspection r. Batch Plant Inspection s. Concrete Coring for Thickness t. Concrete Test Cylinders u. Concrete Test Beams v. Asphalt Coring for Thickness City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 23 of 28 w. Asphalt Bulk Density ANA Consultants will provide surveying services for quality assurance: A. Verify horizontal and vertical control within the project corridor based on published control monuments. B. Collect sample data from the construction site under for processing in the original CAD to compare and analyze to confirm that the work done in the field conforms to the plans. Deliverables: One(1) DVD containing all Project Records information will be provided to the Airport, including: a. Construction contract and change orders. b. Record of all correspondence and meetings pertaining to contract. c. Contractor progress payment records and installed quantity surveys. d. Materials testing reports, Code Enforcement issues, Requests for Inspection and Testing. e. Monthly,weekly,and daily reports. f. Record of all changes,deviations, and substitutions which have been evaluated, estimated, negotiated, and accepted. g. Final acceptance,final payment,and close-out documents. h. Certified payroll records and payroll interview forms. i. Final Test and Quality Control Report City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 24 of 28 PROJECT: TAXIWAY P CONSTRUCTION PHASE SERVICES DATE: 9/17/2020 PRIME CONSULTANT: CPSY SUBCONSULTANTS: GORRONDONA S ASSOCIATES, PROJECT MANAGEMENT CONSULTANTS, ANA CONSULTANTS GENERAL SERVICES TO BE RENDERED: CIVIL DESIGN SERVICES DURING CONSTRUCTION, RESIDENT PROJECT REPRESENTATION, QUALITY ASSURANCE, TESTING Bid Schedule #2 TOTAL PROPOSAL AMOUNT: $649,503.19 CIVIL DESIGN SERVICES DURING CONSTRUCTION SERVICES SECTION I - LABOR $147,558.87 HOURS 503 LABOR COST $97,772.07 ASSUMPTION OF RISK (10%) $49,786.80 SECTION II - REIMBURSABLES $501,944.32 SUBCONSULTANT LABOR JACOBS $ - FERGUSON CONSULTING $14,440.00 GORRONDONA $214,135.00 O'BRIEN REALTY ADVISORS, LLC $ - PMA $253,483.00 ANA CONSULTANTS $15,810.00 SUBCONSULTANT EXPENSES JACOBS $ - FERGUSON CONSULTING $1,000.00 GORRONDONA $ - O'BRIEN REALTY ADVISORS, LLC $ - PMA $ - ANA CONSULTNATS $ - REIMBURSABLE EXPENSES $3,076.32 TOTAL $649,503.19 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 25 of 28 ATTACHMENT B AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES CSC. No. <NONE> City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 26 of 28 ATTACHMENT C VERIFICATION OF SIGNATURE AUTHORITY FORM Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Stephen P. Conner Position: Vice President 2-44�—, f' Sign ure Name: Robin Handel Position: Senior Vice President 10-41111y--d Signature Name: Pete Patel ��� Signature of CEO Date: October 1, 2020 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Dale:11.17.17 CI COUNCIL AGENDA FCRTTII TY REFERENCE **M&C 20- 55AFW TAXIWAY PAPA DATE: 8/11/2020 NO.: 0537 LOG NAME: EXTENSION PROJECT PHASEI CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of an Engineering Services Agreement with CP&Y, Inc., in the Amount of$649,503.00 for Construction Management Services for Phase I of the Taxiway Papa Extension Project at Fort Worth Alliance Airport (COUNCIL DISTRICT 7) i RECOMMENDATION: It is recommended that the City Council authorize the execution of an engineering services agreement with CP&Y, Inc. in the amount of$649,503.00 for construction management services for Phase I of the Taxiway Papa Extension Project at Fort Worth Alliance Airport (City Project No.102845) DISCUSSION: The Aviation Department is seeking Council approval to authorize the execution of an engineering services agreement with CP&Y, Inc. (CP&Y) in the amount of$649,503.00 for construction management services for Phase I of the Taxiway Papa Extension Project at Fort Worth Alliance Airport (Airport) On November 13, 2018 (M&C C-28935), the City Council authorized the application for and acceptance of a grant from the Federal Aviation Administration (FAA) in an amount up to $15,000,000.00 for the construction of Taxiway Papa. The City of Fort Worth (City) received $5,500,000.00 (City Secretary Contract No. 52803) The funds from the 2018 grant will be used for this agreement. Recently, on May 19, 2020 (M&C 20-0341), the City Council authorized the application for and acceptance of a grant from the FAA in an amount up to $7,000,000.00 for additional funding of the Taxiway Papa Extension Project. Funding from the FAA is anticipated to be received in August of 2020. The location of this project is on the southwest corner of the Airport (see attached map), and will extend Taxiway Papa north from Taxiway Delta to Taxiway Foxtrot, as well as provide a connecting surface at Taxiway Echo. This taxiway extension will provide a connecting surface at the midpoint of the runway, greater ease of access to tenants on the west side of the airport, and allow for better overall operational efficiency. This project also provides additional public protection along the west perimeter of the Airport by providing a larger protection zone that will enhance the margin of safety on airport property ground in accordance with Federal Aviation Advisory Circulars. Taxiway Papa construction will be divided into multiple phases to match available funding. CP&Y was selected through an RFQ process for projects over a five year period. This project is the last project falling under that RFQ's scope of services. Since no City salaries will be charged to this grant, indirect cost recovery does not apply. CP&Y is in compliance with the City's DBE Program by committing to 41\% DBE participation on this project. The City's DBE goal on this project is 10\%. Additionally, CP&Y is a certified MBE firm. ADVISORY BOARD APPROVAL - On April 19, 2018, the Aviation Advisory Board voted to recommend that the City Council approve the Aviation Department's Five-Year Capital Improvement Plan. The addition of Taxiway Papa Extension was a part of the approved plan. Fort Worth Alliance Airport is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Municipal Airport Grants Federal Fund for Phase I of the Taxiway Papa Extension project to support the approval of the above recommendation and execution of the agreement. The Aviation Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Aviation Department has the responsibility to validate the availability of funds. This is a reimbursement grant. TO Fund DepiDment Account Prop ct program Activity Year Budget (Refereed ) Amount FROM Fund Department Account Project program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional Information Contact: Tyler Dale (5416) ATTACHMENTS 55AFW TAXIWAY PAPA EXTENSION PROJECT PHASE 1 Map.ipg