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HomeMy WebLinkAboutContract 45304 (2)ITV LCreUAll V COPERCT CITY OF FORT WORTH, TEXAS{PRIVATE } °Li STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and Williams Scotsman authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Meacham Field Modular Project. Article Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Meacham Airport Modular Project. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. (3) Attachment C —Amendments To Standard Agreement For Professional Services is attached hereto and made a part of this Agreement. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. However the total fee paid by the City shall not exceed a total of $14,500.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 1 of 8 OFFICIAg,, RECORD CITY SECRETARY G7. WORTH, TX Article 111 Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 1 year, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents employees, contractors, and subcontractors and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 2 of 8 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B• $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Aviation Department Attention: Ruseena Johnson, 4201 North Main Street, Suite 200, Fort Worth, TX 76106, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non -renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 3 of 8 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant s insurance. • Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not City of Fort Worth Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 4 of 8 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City its officers agents, employees, consultants, or contractors, or prepared by Consultant shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub -consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub - consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub -consultant reasonable advance notice of intended audit. (3) Consultant and sub -consultants agree to photocopy such documents as may be requested by the City The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 5 of 8 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise 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. Consultant acknowledges the MBE and SBE goals established for this Agreement 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 Consultant 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. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the City o Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 6 of 8 interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Aviation Department / Ruseena Johnson 4201 North Main Street, Ste 200 Fort Worth, Texas 76106 Consultant: Williams Scotsman, Inc. Attn: David Sanders/Sr. Account Manager 4742 Blountstown Hwy. Tallahassee, FL 32304 Article XVI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 7 of 8 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. 4 -- Executed and effective this the 4— day of fir, , .2 C BY: CITY OF FORT WORTH Fernando Costa Assistant City Manager Date: //Z V/•¢. APPROVAL RECOMMENDED: BY: CONSULTANT Williams Scotsman, Inc. •e Melanie E. Champniss Sr. Contract Administrator Date: �� Vik Aviation Department Director, William Welstead APPROVED AS TO FORM AND LEGALITY M&C No.: By: KAA,LUA Michelle Kretz Assistant City Attorney ATTEST: Mary aJ. Kays City Secreta City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Williams Scotsman rev 1/14/14 Page 8 of 8 M&C Date: • rsmC!ALi!D CITY SECRETARY FT. WORTH TX ATTACHMENT A — SCOPE OF SERVICES TO CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES Preliminary exploratory services ("Services") related to the installation of an approximately 30,000 sq. ft. Modular Building for use at the Meacham Airport Project Site. The Services shall consist of the following: Conceptual Civil Development Plans: Could include conceptual grading, drainage and utility plans for the project to define site development requirements and to be used in conceptual pricing exercises. a. One (1) revision to the plan to reflect site plan changes as a result of Owner or others comments. b. Proposed finished floor elevations, contours and spot elevations as required. c. Proposed on -site drainage system. d. Proposed water and sanitary sewer services e. (1) Day of field work to tie critical utilities and elevations £ (1) Day meetings with City of Fort Worth utility divisions and PDC meeting. Any work not specifically shown herein is excluded and shall not be part of Consultant Services nor included in the Compensation Amount. Attachment A to City of Fort Worth Professional Service Agreement 12/18/13 Page 1 of 1 ATTACHMENT B — FEE SCHEDULE TO CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES The Compensation amount of $14,500.00 shown in the Agreement is a lump sum amount for the performance of those Services outlined in Attachment A to the Agreement. Any Services which are not shown in Attachment A shall be considered Additional Services and subject to Change Order. The Additional Services the change to the Compensation Amount and any additional time required for performance of the Additional Services shall be covered by mutually agreed upon Change Order. Page 1 of 1 Attachment B to City of Fort Worth Professional Service Agreement 12/18/13 SC01 A Schedule of Values Standard Agreement for Professional Services 1. Pacheco Koch proposal for services $7,500.00 2. Labor Rates for meetings and additional services $4,080.00 a. Pacheco Koch Project Man/Coord - $120/Hr @ (12/Hr) b. Williams Scotsman Acct Man - $100/Hr @ (12/Hr) c. Williams Scotsman Proj Man - $60/Hr @ (24/Hr) 3. Per Diem and Reimbursables $850.00 a. Pacheco Koch Per Diem - $100/Day @ (2/d) b. Pacheco Koch allowance - $25 c. Williams Scotsman Per Diem - $125/Day @ (5/d) 4. Williams Scotsman Profit (12.5% of cost) $2,070.00 December 4, 2013 PK No.: 3257-0100 Mr. David E. Sanders Senior Account Manager WILLIAMS SCOTSMAN 4742 Blountstown Highway Tallahassee, Florida 32304 Re: Professional Civil Engineering Services MEACHAM INTERNATIONAL AIRPORT Conceptual Site Study Fort Worth, Tarrant County, Texas MAPSCO: F33 T Dear Mr. Sanders: Pacheco Koch, LLC is pleased to submit this proposal to provide professional civil engineering services relating to the referenced project It is our understanding the project consists of a report to outline the site development requirements related to the construction of various buildings on two (2) sites, totaling approximately 7 acres, at Meacham International Airport in Fort Worth, Texas and shown on the attached Exhibit A. SCOPE OF SERVICES Based on our preliminary discussions and review of the information received to date, the following is our perception of the services to be provided by Pacheco Koch for the referenced project: Engineering Services CONCEPTUAL CIVIL DEVELOPMENT PLANS: Based on a site plan provided by Owner, Pacheco Koch will prepare Conceptual Grading, Drainage and Utility Plans for the project to define site development requirements and to be used in conceptual pricing exercises performed by the contractor. This item shall not be construed as final engineering plans. Included 'n this item: ■ One (1) revision to the plan to reflect site plan changes as a result of Owner or Architect comments. Additional changes will be made on an hourly rate basis. • Proposed finished floor elevations, contours and spot elevations as required. IN Proposed on -site drainage systems. ■ Proposed water and sanitary sewer services. • One (1) day of field work to tie critical utilities and elevations. Not included in this item • The design of any off -site storm sewer or drainage improvements. ■ The design of any off -site water, sewer, paving. ■ The design of any storm detention plan • Building elevations and landscape plan. ■ Site plan. ■ Final Engineering Plan 6100 Western Place ■ Suite 1001 • Fort Worth, TX 76107-4654 ■ T: 817.41217155 ■ F: 817.412.7156 • pkce.com Mr. David E. Sanders December 4, 2013 Page 2 Based on our understanding of the scope of services, the following items are not included in this proposal: 1. Geotechnical investigation 2. Environmental investigation 3. Wetlands determination and permitting 4. Boundary surveying 5. Preliminary and final plafting 6. Site Plan layout 7. Demolition Plan 8. Coordination of gas, electric, telephone and cable television service 9. Retaining wall design 10. Design of screening walls, light pole bases, transformer or generator pads, hardscape features pavers and/or site signage 11. Detailed layout of walks and hardscape areas including scoring patterns. 12. Design of any underfloor drainage systems or grading. 13. Design of french drain systems around the building perimeters. 14. Dedications of easements and/or right-of-way by separate instrument 15. Landscape Plan and Irrigation Plan 16. Site Lighting Plan 17. Signage Plan 18. Bid phase services including preparation of bid forms, solicitation of bids and coordination with prospective bidders 19. Construction phase services including review of pay requests, review of shop drawings construction observation, and job progress meetings 20. Construction staking 21. Preparation of Record Drawings 22. Final Engineering Plan 23. Topographic Design Survey SCHEDULE Pacheco Koch acknowledges the importance to Williams Scotsman of the project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule. Williams Scotsman understands, however, that Pacheco Koch's performance must be governed by sound professional practices. If, through no fault of Pacheco Koch, such periods of times or dates are changed, or the orderly and continuous progress of Pacheco Koch's services is impaired or Pacheco Koch's services are delayed or suspended, then the time for completion of Pacheco Koch s services, and the rates and amounts of Pacheco Koch's compensation, shall be adjusted equitably. If requested, Pacheco Koch would be pleased to develop a project schedule outlining each of the items included previously described in the Scope of Services. COMPENSATION Pacheco Koch proposes to provide the services described above on a Fixed Fee basis for a total fee, exclusive of direct reimbursable costs, of $ 7,500.00. Mr. David E Sanders December 4, 2013 Page 3 SUMMARY This proposal, unless otherwise noted, constitutes our understanding of the services to be provided by Pacheco Koch LLC on the project described above. This proposal is offered for a period of thirty (30) days after which, if said proposal has not been executed, said proposal should no longer be valid. Pacheco Koch LLC is pleased to have this opportunity to submit this proposal and look forward to working with you on this project. If the proposal and accompanying agreement is acceptable to you as presented please execute one copy of the agreement form and return one original copy to our office. Upon receipt of notice to proceed, either in writing or verbally, it will be assumed said agreement is accepted by all parties and services will be provided accordingly. If you have any questions or would like any additional information, please do not hesitate to call us at your convenience. Sincerely, Brian D. O'Neill, P.E., CFM MLL/dmc 01-12732 !aa/ OOZ = youj a) co z no O D 0 to m� O DC r z CO wozid 3OVW zz v Xa c i( E 0 w m_i zm Hx D D rcn N to O> oo Z -DI o mm -n m -D r cn D 71 m N m ;o O IV sauniV33 Ol AJN TX REG ENGINEERING FIRM F-469 TX REG. SURVEYING FIRM LS-100080-01/101938-24 A3A?JnS NOIS3a MEACHAM INTERNATIONAL AIRPORT STANDARD BILLING RATES FOR IN HOUSE REIMBURSABLE CHARGES (Rates are subject to change at any time ) Reproduction: Black Line Bond Prints $ 0.50/sf Black Line Vellum Prints $ 1.50/sf Black Line Mylar Prints $ 2.00/sf Color Bond Plots $ 3.00/sf Color Prints (8 1/2" x 11 ") $ 1.00/ea Photocopies (8 1 /2" x 11") $ 0.10/ea Monumentation (Materials Only): 3" Aluminum Disks $25.00/ea Mounting: Foam -core (3/16") $4.00/sf Binding Services: Punch & Bind $2.00/ea Storage Media: CD $ 8.00/ea Travel Expenses: Per Diem (Lodging/Meals) $ 100.00/Day/Person rev. 08/2009 6100 Western Place • Sui1e 1001 • Fort Worth, TX 76107-4654 • T: 817.412.7155 • F: 817.412.7156 pkce.com AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES Meacham International Airport - Runway 27 Fort Worth, Tarrant County, Texas PK No: 3257-0100 This Agreement is made between Pacheco Koch, LLC, a Texas limited liability company, (hereinafter referred to as "PK") whose mailing address is 6100 Western Place, Suite 1001, Fort Worth, Texas 76107, and Williams Scotsman (hereinafter referred to cis "CLIENT"), whose mailing address is 4742 Blountstown Highway, Tallahassee, Florida 32304, and is subject to the following terms and conditions to which the parties mutually agree: ARTICLE 1 - SCOPE OF SERVICES 1.1 In consideration of the mutual covenants contained herein, PK shall perform the services identified in letter of proposal dated December 4, 2013, which is made a part hereof, in accordance with the terms of this Agreement. 1.2 PK will commence the services upon receipt of an executed copy of this Agreement signed by an authorized representative of the CLIENT and by an authorized representative of PK. 1,3 PK shall not be responsible for a CLIENT's directive or substitution made without PK's agreement and which agreement shall not be unreasonable withheld. ARTICLE 2 - AMENDMENTS 2.1 CLIENT, without invalidating this Agreement, may request changes within the general scope of the Service required by this Agreement by altering or adding to the Services to be performed, and any such changes in the Services shall be performed subject to this Agreement. Upon receiving the CLIENT's request, PK shall return to CLIENT a written change proposal setting forth an adjustment to the services and cost estimated by PK to represent the value of the requested changes. Following CLIENT's review of PK's change proposal, CLIENT shall execute said written proposal authonzing PK to perform the changes in the Services. ARTICLE 3 - PROJECT COSTS AND PAYMENT 3.1 PK shall be compensated, in U.S. Dollars, in accordance with the afore referenced letter of proposal and any subsequent executed amendments to said proposal. 3.2 Unless otherwise noted, direct costs such as application fees, review fees, blueprinting, reproductions, delivery fees, etc. are not included in the fees above and will be charged at cost times a multiplier of 1.10. 3.3 State and local sales tax shall also be considered a direct cost when applicable and will be charged at cost. Please note that professional boundary surveying services are subject to state sales tax. 3.4 PK will submit an invoice to CLIENT at the end of each month, on an hourly rate basis or based on the estimated percentage of completion of the services as stipulated in the proposal, unless otherwise specified by the CLIENT in writing and agreed upon by PK. 3.5 Payment shall be made by CLIENT within 30 days after receipt of the invoice. 3.6 PK shall be compensated by CLIENT for services rendered regardless of whether or not any impending sale of the subject property is finalized. 3.7 CLIENT shall provide written notification to PK within 15 days of receipt of the invoice should CLIENT object to all or any parf of charges appearing on the invoice. The portion of the invoice that is not in dispute shall be paid by CLIENT within 30 days of receipt of said invoice. 3.8 if legal action is necessary to enforce payment provisions of this Agreement, PK shall be entitled to collect from CLIENT any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by PK in connection therewith. 3.9 A finance charge of 1.50% per month will be paid by CLIENT for all non -disputed invoices after 30 days. 3.10 If CLIENT for any reason fails to pay the undisputed portion of any invoice within 30 days of presentation, PK has the right to cease work on the project and CLIENT shall waive any claim against PK for cessation of services, and shall defend and indemnify PK from and against any claims for injury or loss stemming from said cessation of services. In the event the project is restarted, CLIENT shall also pay the cost of restarting and shall renegotiate appropnate contract terms and conditions, such as those associated with budget, schedule or scope of service. ARTICLE 4 • DELAYS AND TERMINATION 4.1 CLIENT or PK may terminate this Agreement upon forty-eight (48) hours written notice should the other party fail substantially to perform in accordance with the terms and conditions of this Agreement through no fault of fhe terminating party. A complete settlement of all claims upon such termination of this Agreement shall be made as follows: In the event of any termination PK will be entitled to invoice CLIENT and to receive full payment for all services performed or fumished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, CLIENT shall have the limited right to the use of Documents, at CLIENT's sole risk, subject to the provisions here within. In the event the services cannot be performed on or before the projected due date because of circumstances beyond the control of PK, including, but not limited to strike, fire, riot, excessive precipitation, act of God, governmental action, third party action or action of omission by CLIENT, the services shall be amended by CLIENT and PK in accordance with Article 2 of this Agreement. 4.2 If the CLIENT suspends the Project, PK shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, PK shall be compensated for expenses incurred in the interruption and resumption of PK's services. PK's fees for the remaining services and the time schedules shall be equitably adjusted. 4.3 If the CLIENT suspends the Project for more than 90 cumulative days for reasons other than the fault of PK, PK may terminate this Agreement by giving not less than seven (7) days' written notice. 4.4 CLIENT'S failure to make payment to PK in accordance with the payment terms herein shall constitute a material breach of this Agreement and shall be cause for termination by PK. ARTICLE 5 - RIGHT OF ENTRY 5.1 CLIENT shall provide for PK's right to enter from time to time, property owned by CLIENT and/or others in order for PK to fulfill the scope of services included hereunder. A-1 ARTICLE 6 - INFORMATION PROVIDED BY OTHERS 6.1 PK shall indicate to CLIENT the information needed for rendering of services hereunder, and CLIENT shall provide to PK such information as is available to CLIENT. CLIENT recognizes that it is impossible for PK to assure the sufficiency of such information, either because it is impossible to do so, or because of errors or omissions, which may have occurred in assembling the information. CLIENT shall be responsible for, and PK may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by CLIENT to PK pursuant to this Agreement. PK may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. Accordingly, CLIENT waives any claim against PK, and agrees to defend, indemnify and hold PK harmless from any claim or liability for injury or loss allegedly arising from errors, omissions, or inaccuracies in documents or other information provided to PK by CLIENT. Further, CLIENT agrees to compensate PK for any time spent or expenses incurred by PK in defense of any such claim, with such compensation to be based upon PK's prevailing fee schedule and expense reimbursement policy. 6,2 Subject to the standard of care set forth here within, PK and its Consultants may use or rely upon design elements and information ordinarily or customanly furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. ARTICLE 7 - CONSTRUCTION ACTIVITIES 7.1 CLIENT agrees that the General Contractor is solely responsible for job site safety and for construction means, methods, sequence, techniques and procedures necessary for performing, superintending and/or coordination all construction activities and warrants that this intent shall be made evident in CLIENT'S agreement with the General Contractor. 7.2 Unless otherwise required in this Agreement, PK shall have no responsiblrty for discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. ARTICLE 8 - CONFIDENTIALITY 8.1 PK shall maintain as confidential, and not disclose to others without CLIENT'S prior written consent, all information obtained from CLIENT, not otherwise previously known to PK in the public domain. The provisions of this paragraph shall not apply to information in whatever form which (i) is published or comes into the public domain through no fault of PK, (ii) is furnished by or obtained from a third party who is under no obligation to keep the information confidential, or (iii) is required to be disclosed by law on order of a court administrative agency or other authority with proper jurisdiction. PK will notify CLIENT in writing immediately if information is requested under item (11i) above. PK shall keep such information strictly confidential and shall not disclose it to any other person except to (I) its employees, (ii) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (iii) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 9 - OWNERSHIP OF INSTRUMENT OF SERVICE 9.1 All reports, plans, specifications, field data, field notes, calculations, estimates and other documents prepared by PK, as instruments of service shall remain the property of PK. PK shall retain these records for a period of five (5) years following completion of services, during which period they will be made available to CLIENT at all reasonable times. ARTICLE 10 - JURISDICTION 10.1 In compliance with Sec. 29 of the Professional Land Surveying Act, as enacted by the Legislature of the State of Texas, we are required to inform you that land surveying services in the State of Texas are under the jurisdiction of the Texas Board of Professional Land Surveying, 12100 Park 35 Circle, Bldg. A, Suite 156, MC-230, Austin, Texas 78753, (512) 239-5263. Complaints regarding surveying services rendered may be addressed to that agency. The firm registration number is TBPLS No. 10008000. 10.2 This Agreement is to be governed by the laws of the State of Texas. ARTICLE 11 - INDEMNITY 11.1 PK shall indemnify and hold harmless CLIENT from and against lawsuits, claims, liabilities, causes of action, losses, damages, forfeitures, penalties, fines, costs and expenses, including but not limited to, reasonable attomey's fees and expenses, by whomever asserted, including, but not limited to, any government agency or branch or any third party to the extent the same arise from (i) a breach by PK of any term or provision of this Agreement, (ii) violation by PK of federal, state or local statute, rule, regulation or ordinance in the negligent performance of the Services, or (iii) negligent errors or omissions of PK or its employees, agents, or subcontractors in the performance of the Services. 11.2 To the fullest extent permitted by law, CLIENT shall indemnify and hold harmless PK and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to, all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs), by whomever asserted, including, buf not limited to, any government entity, agency or branch, any third party, an employee, contractor employed or retained by PK, any third party or employee employed or retained by PK, to the extent that such claim, property damage, injury or death resulted from (i) the negligence or willful misconduct of CLIENT or agent of CLIENT, (ii) violation of federal, state, or local statute, rule, regulation or ordinance by CLIENT or agent of CLIENT, (iii) CLIENT's alleged involvement or status as an owner, operator, arranger, generator or transporter of hazardous substances or constituents at the site, or (iv) inaccurate information provided by CLIENT to PK provided that (I) any such claim, cost, Toss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate CLIENT to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. ARTICLE 12 - LIMITATION OF LIABILITY 12.1 CLIENT, through its authorized representative, identified below, and PK, have discussed their risks, rewards and benefits of the project and PK's total fee for services. Neither PK nor their consultants, agents, or employees shall be jointly, severally or Individually liable to CLIENT in excess of one hundred thousand ($ 100,000.00) by any act of omission, including breach of contract or negligence not amounting to willful or intentional wrong. A-2 12.2 If, due to PK's error, any required item or component of the project is omitted from the construction documents, PK's liability shall be limited to the difference between the cost of adding the item at the time of discovery of the omission and the cost had the item or component been included in the construction documents. In no event will PK be responsible for any cost or expense that provides betterment, upgrade or enhancement of the project. 12.3 CLIENT and PK mutually agree that PK's liability to CLIENT for all causes shall be limited to the proceeds from any insurance available to PK. ARTICLE 13 - FIDUCIARY RESPONSIBILITY 13.1 CLIENT confirms that neither PK nor any of PK's subconsultants or subcontractors has offered any fiduciary service to the CLIENT and no fiduciary responsibility shall be owed to the CLIENT by PK or any of PK's subconsultants or subcontractors, cis a consequence of PK's entering into this Agreement with the CLIENT. 13.2 If this Agreement is a subcontract to CLIENT'S agreement with OWNER, CLIENT also confirms that neither PK nor any of PK's subconsultants owes a fiduciary responsibility to the CLIENT or OWNER. CLIENT shall, as a material element of the consideration the Consultant requires performance of the services enumerated herein, require OWNER to formally recognize this provision in CLIENT'S agreement with OWNER. ARTICLE 14 - INSURANCE 14.1 PK represents that it now carries and will continue during the terms of this Agreement to carry Workers Compensation, Comprehensive General Liability and Comprehensive Automobile Liability insurance required by the Taws of the State of Texas. A current PK Insurance Certificate will be provided to the CLIENT, if requested. ARTICLE 15 - ASSIGNMENT 15.1 Unless otherwise noted, neither PK nor CLIENT shall assign this Agreement in whole or in part without the prior wntten consent of both parties. PK shall not subcontract any portion of the work to be performed hereunder, except that PK may use the services of persons and entities not in the employ of PK when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories. PK's use of others for additional services shall not be unreasonably restricted by CLIENT provided PK notifies CLIENT in advance. 15.2 PK may, at their discretion, assign this contract to a subsidiary of PK. PK shall notify CLIENT of their assignment at such time it takes place. ARTICLE 16 - NOTICES 16.1 Any notice given hereunder shall be deemed served when hand -delivered in writing to an officer or other duly appointed representative of the party to whom the notice is directed, or if sent by registered or certified mail or by a commercial courier service to the business address identified at the end of the Agreement. All notices shall be effective upon the date of receipt. ARTICLE 17- STANDARD OF CARE 17.1 The standard of care for all professional engineering and related services performed or furnished by PK under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. PK makes no warranties, express or implied, under this Agreement or otherwise, in connection with PK's services. ARTICLE 18-OTHER PROVISIONS 18.1 The Agreement (including attached schedules) constitutes the sole and entire agreement between PK and CUENT. This Agreement replaces and supersedes all prior discussions and agreements between the CLIENT and PK with respect to the matters contained herein. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument signed by both CLIENT and PK. 18.2 Any signature of or pursuant to this Agreement, shall be considered for all purposes an original signature and of the same legal effect as an original, provided that at the request of a party any signature sent by facsimile or email shall be subsequently confirmed by an original re -execution. 18.3 All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 18.4 Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stncken, and all remaining provisions shall continue to be valid and binding upon CLIENT and PK, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 18.5 CLIENT shall not rely in any way on any Document unless it is issued in final form, signed or sealed by PK or one of its Consultants. 18.6 A party's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 18.7 To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. By executing this agreement, PK and CLIENT indicate their acceptance and agreement with ifs terms. Williams Scotsman Pacheco Koch, LLC By: By: Name: Name: Brian D. O'Neill, P.E., CFM Title: Title: Principal Date: Date: December 4, 2013 A-3 SCHEDULE OF STANDARD HOURLY BILLING RATES, (Our hourly rates are subject to change at any hme. ) ENGINEERING Principal $215.00/Hr. Senior Associate Principal $210.00/Hr. Associate Principal $190.00/Hr. Senior Project Manager $140.00/Hr. Project Manager $120.00/Hr. Project Coordinator $1 20.00/Hr. Project Engineer $95.00/Hr. Senior Technician $110.00/Hr. Design Technician $80.00/Hr. Technician $75.00/Hr. Research Coordinator $65.00/Hr. Technical Assistant $50.00/Hr. Administrative Supervisor $120.00/Hr. Senior Administrative Assistant .$80.00/Hr. Administrative Assistant $70.00/Hr. Expert Witness Testimony $350.00/Hr. rev 12/2012 6100 Western Place • Suite 1001 SURVEYING Principal $215.00/Hr. Senior Associate Principal $210.00/Hr. Associate Principal $190.00/Hr. Senior Project Manager $140.00/Hr. Project Manager $120.00/Hr. Project Coordinator $120.00/Hr. Project Surveyor $95.00/Hr. Survey Intern $90.00/Hr. Senior Technician $90.00/Hr. Technician $75.00/Hr. Research Coordinator $65.00/Hr. Technical Assistant $50.00/Hr. Administrative Supervisor $120.00/Hr. Senior Administrative Assistant $80.00/Hr. Administrative Assistant $70.00/Hr. Expert Witness Testimony $350.00/Hr. Field Crew Coordinator $105.00/Hr. Survey Field Crew (1 person) $95.00/Hr. Survey Field Crew (2-person) $135.CO/Hr. Survey Field Crew (3 person) $195.00/Hr. Fort Worth, TX 76107-4654 • T: 817.412.7155 • F: 817.412,7156 • pkce.com ATTACHMENT C -- AMENDMENTS TO STANDARD AGREEMENT FOR PROFESSIONAL SERVICES The Standard Agreement For Professional Services (the "Agreement") is amended as outlined in this Attachment C. In the event of any conflict between the Agreement and Attachment C, Attachment C shall control 1. Amend Consultants name to Williams Scotsman, Inc. 2. Amend Article V, Professional Competence and Indemnification, and Article XI, Observe and Comply, to include the following sentence: "However, the Conceptual Civil Development Plans shall remain subject to change based on discussions with and review by the City, Meacham Field Airport personnel and all relevant City, State and local agencies." 3. Article VI, Insurance Subparagraph (2) is amended as follows: a. Except for worker's compensation/employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. d. Each insurance policy shall be endorsed to provide the City a minimum sixty days notice of cancellation, non - renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. 1. In the event of a claim and, upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. 4. Article VII, Transfer or Assignment is amended as follows: City hereby acknowledges that Consultant shall obtain the conceptual design services through a subcontracted party who is a State of Texas licensed Civil Engineer. 5. Article X, Minority Business and Small Business Enterprise (MBE)(SBE) Participation - The City acknowledges that there is no MBE or SBE participation goal for this Project. 6. Insert a new Article XVII, Entire Agreement, as follows: "Article XVII Entire Agreement This Agreement contains the entire contract between the parties, their assigns and successors in interest with respect to the subject matter hereof and shall include the following Exhibit(s) which are attached hereto and a part of this Agreement: • Attachment A — Scope of Services • Attachment B - Fee Schedule • Attachment C — Amendments To Standard Agreement For Professional Services • Attachment D — Schedule" Page 1 of 1 Attachment C to City of Fort Worth Professional Services Agreement 12/30/13 AI 1 ACHMENT D — PROJECT SCHEDULE TO CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES The following Schedule(s) are included as Exhibit(s) to the Agreement: 1. Attachment D-1 Meachem Exploratory Schedule Dated 12/18/13 (1) Page Page 1 of 5 Attachment D to the City of Ft Worth Professional Services Agreement 12/18/13 ID 1 2 3 4 5 Task Name Meacham Airport Exploratory Services Modular Building Execute agreement Begin field exploratory services Schedule PDC/DRC meeting Site drawings complete Project: MeachamExploratorySch Date: Wed 12/18/13 Task Split Milestone Summary Project Summary External Tasks Dec 8, '13 Dec 15 13 Dec 22 '13 Duration) Start Finish S M T W T 1 dayL2/20/13L2/20/13 1 day? n 1/6/14 n 1/6/14 1 day 1/16/14 1/16/14 1 day? 1/31/14 1/31/14 osonimmemadromouroudame External Milestone „I I111 / 111I 11I11111111I 1 Inactive Task • Inactive Milestone Inactive Summary Manual Task Duration -only u llIt LI IIYIII W I II 111 I W1 4 IL Page 1 Manual Summary Rollup Manual Summary 4111 Start -only Finish -only . —3 Deadline Progress 3