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HomeMy WebLinkAboutContract 45098 (2)CITY OF FORT WORTH, TEXAS Cllin a$1:CRET RV COSr �- J ///rkn ,((0 ��00 STANDARD AGREEMENT FOR ENGINEERING RELATED NON ;SIGN SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and Kimley-Horn and Associates, Inc., authorized to do business in Texas, (the "ENGINEER"), for a PROJECT generally described as: On -Call Roundabout Design Services. Article Scope of Services A. The Scope of Services is set forth in Attachment A. Article II Compensation A. The ENGINEER's compensation shall be in the amount of $500,000.00 as set forth in Attachment B. Article III Terms of Payment Unless terminated pursuant to the terms herein, this Agreement shall be for a term of two (2) years, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 1 of 16 PECEI\f[Q NOV 12 2013 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement providing professional engineering consultation and advice and furnishing customary services incidental thereto. B Standard of Care The standard of care applicable to the ENGINEER s services will be the degree of skill and diligence normally employed in the State of Texas by professional engineers or consultants performing the same or similar services at the time such services are performed. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 2 of 16 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. (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, City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 3 of 16 (3) in general if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the Contract Documents, nor shall anything in the Contract Documents or the agreement between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on -site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on -site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. 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 contractor has completed the work in exact accordance with the Contract Documents; that the final work will be acceptable in all respects; that the City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 4 of 16 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 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 PMO Official Release Date: 1/28/2013 Page 5 of 16 (3) 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. 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 insured under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions by endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing. ii ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto — the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 6 of 16 not less than $1 000,000 each accident. Such insurance shall cover liability arising out of 'any auto', including owned, hired, and non -owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non -owned is acceptable. i ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation —ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — the ENGINEER shall maintain professional liability, a claims -made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be delivered to the CITY prior to ENGINEER proceeding with the PROJECT. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 7 of 16 c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon d. Any failure on part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first -dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. 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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 8 of 16 final payments. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 9 of 16 published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. City -Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY s personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights - of -way, and access necessary for the ENGINEER's services or PROJECT construction. D Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 10 of 16 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 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 H. (1) City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 11 of 16 The CITY agrees to include in all construction contracts the provisions of Article IV E regarding the ENGINEER's Personnel at Construction Site, and provisions providing contractor indemnification of the CITY and the ENGINEER for contractor's negligence. Contractor Claims and Third -Party Beneficiaries The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER " (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third -party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third -party beneficiary rights under this Agreement. (4) Nothing contained in this section V.H. shall be construed as a waiver of any right the CITY has to bnng a claim against ENGINEER I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY will ensure that Builders Risk/Installation insurance is maintained at the replacement cost value of the PROJECT The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. 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. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 12 of 16 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. 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 only by the City for convenience on 30 days' written notice This AGREEMENT may be terminated by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with in 5 days of written notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows. a.) Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 13 of 16 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. S uspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify, hold harmless, and defend the CITY against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control. Assignment N either party shall assign all or any part of this AGREEMENT without the prior written consent of the other party H. Interpretation Limitations on liability and indemnities in this AGREEMENT are business u nderstandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including n egligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole n egligence for indemnification. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors. I. Jurisdiction City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 14 of 16 The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. J. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein Articles V.F., VI B VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article VII Attachments, Schedules, and Signatures This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services Attachment B — Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D — N/A Attachment E — N/A City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 15 of 16 Executed and effective this the BY: CITY OF FORT WORTH Fernando Costa Assistant City Manager Date: // /�� APPROVAL RECOMMENDED: B. LL1 Dougla4r W. Wiersig, P.E. 6 Director, Dept. of Transportation/Public Works APPROVED AS TO FORM LEGALITY By: fl/L'c •= lete 1.0 114 Douglas W—Black rrt Assistant City Attorney ATTEST: Mary J. Kays City Secretary City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/28/2013 Page 16 of 16 AND BY: ENGINEER Kimley-Horn and Associates, Inc. , Glenn Gary, P.E. Senior Vice President Date' /0 22 BCD I r) M&C No.: M&C Date: le rl'1 • IcrG ft- C-2(.Qsz4.1 olZZl,.) • ATTACHMENT "A" Scope for On -Call Roundabout Design Services The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of the projects completed under the Task Order agreement is to improve traffic operations and improve safety by implementing modern roundabouts at selected project intersections. Work under this agreement includes, but is not limited to, project management, feasibility study for modern roundabouts, data collection, topographic survey, SUE, geotechnical investigation, right-of-way documentation, operational analysis, conceptual design for modern roundabouts, and contract documents for modern roundabouts. WORK TO BE PERFORMED ENGINEER hereby agrees to perform roundabout design services on a task order basis as may be requested by the CITY during the term of this AGREEMENT. Work under this agreement will be performed on a Work Authorization basis. The CITY will request services for each Work Authorization. The ENGINEER shall prepare scope fee and schedule as necessary to perform the services requested for each Work Authorization within 10 working days of the CITY's request. Each Work Authorization shall include scope for services as Attachment 'A". This scope will outline tasks required to complete the Work Authorization. For each task the scope shall include a detailed description of the task, outline any assumptions and list the required deliverables Each Work Authorization shall include Attachment "B" detailing the compensation for the Work Authorization. Compensation will be based upon hours agreed to by the CITY and the ENGINEER for each Work Authorization. Compensation will be based on the Schedule of Rates in Attachment "B' of this agreement. The fee will include an estimate of reimbursable and sub -consultant cost for each Work Authorization. Compensation for each Work Authorization shall be Lump Sum. If the Work Authorization requires a schedule it shall be attached as Attachment "D". Each Work Authorization shall include Attachment "E" identify the project location. City of Fort Worth, Texas Attachment A PMO Release Date: 07.23.2012 Page 1 of 1 I. Compensation ATTACHMENT B COMPENSATION On -Call Roundabout Design Services Work Authorization Rate Schedule A. The ENGINEER shall be compensated for personnel time, non -labor expenses, and subcontract expenses in performing services for Work Authorizations up to Five Hundred Thousand Dollars ($500,000) per contract term unless amended. CITY and ENGINEER will agree upon compensation for each Work Authorization prior to starting work Each Work Authorization shall be Lump Sum. i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category S enior Professional I S enior Professional II P rofessional Designer Technical Support Clerical/Administrative Support 2013 Rate ($/hour) $190 - $225 $150 - $200 $85 - $135 $130 - $145 $65 - $120 $60 - $95 2014 Rate ($/hour) $190 - $225 $150 - $200 $85 - $135 $130 - $145 $65 - $120 $60 - $95 ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work, plus applicable sales, use, value added, business transfer gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 1 of 4 B-1 ATTACHMENT B COMPENSATION If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section I1 Method of Payment. I1. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. I11. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility P rime Consultant Kimley-Horn and On -Call Roundabout Design Associates, Inc. Services P roposed MBE/SBE Sub -Consultants GRAM Traffic North Traffic Counts Texas Inc. The Rios Group Subsurface Utility Engineering Gorrondona & Design Survey Associates, Inc. Gorrondona & Right -of -Way & Easement Associates, Inc. Services N on-MBE/SBE Consultants Project Number & Name On -Call Roundabout Design Services City MBE/SBE Goal = 10% City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 3 of 4 TOTAL Total Fee $500,000.00 Fee Amount $450,000 $5,000 $10, 000 $30, 000 $5,000 $ MBE/SBE Fee $50,000 OA 90% 1% 2% 6% 1% 100% MBE/SBE oA 10% Consultant Committed Goal = 10 % B-3 EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) To be included with each Work Authorization. City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 4 of 4 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT On -Call Roundabout Design Services There are no changes to the Standard Agreement. City of Fort Worth, Texas Attachment C PMO Release Date: 05.19.2010 Page 1 of 1 th.k. Mai MIN Kirriley-Barn and Associates, Inc. July 30. 2013 Mr. W. Truett Wilson, R.P.L.S. Gorrondona & Associates, Inc. 7524 Jack Newell Boulevard South Fort Worth, Texas 76118 Re: City of Fort Worth On -Call Roundabout Design Services MBE Requirements Notice of Intent Dear Mr. Wilson: Kimley-Horn & Associates. Inc. is committed to complying with the City of Fort Worth's Minority/Women Owned Business Enterprise (M/WBE) Program. For the subject project, it is our intent, upon approval of this contract, to use Gorrondona & Associates, Inc. for the following services: Design Survey Right -of -Way and Easement Services If you have any questions please clo not hesitate to call. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. Texas Registered Engineering Firm F-928 V,S-t_Tk L L 11 Dana LeClaire, 13.E. DAL:jlp ACKNOWLEDGED: $30,000 $5,000 Gorrondona & Associates. Inc. By:Me/•/ Date: astra 3 a /3 • TEL 817 335 6511 FAX 817 335 5070 Suite 950 801 Cherry Street, Unit n11 Fort Worth, Texas 76102-6811 Kirnley-Horn and Associates, Inc. 0 July 30, 2013 Mr. Jeff K. Vick The Rios Group 7524 Jack Newell Boulevard South, Suite 200 Fort Worth, Texas 76118 Re: City of Fort Worth OnaCall Roundabout Design Services MBE Requirements Notice of Intent Dear Mr. Vick: ICirnley Horn St Associates, Inc. is committed to complying with the City of Fort Worth ' s Minority/Women Owned Business Enterprise (M/WBE) Program. For the subject project, it is our intent, upon approval of this contract, to use Gorrondor a Associates, Inc. for the following services: Subsurface Utility Engineering If you have any questions, please do not hesitate to call. Very truly yours, IUMLFY-HORN AND ASSOCIATES, INC. Texas Registered Engineering Finn F-928 Dana LeClaire, DAL:jip ACKNOWLEDGED: The Rios Group By: Date: 7//i K::TVJ o 61018] (8_N Riverside Rou_ndabout\PPP\Contract`Sub\The Rios Groun_Lctter of Interit.doc • TEL 317 335 6511 FAX 817 335 5070 $10,000 • • Suite 950 801 Cherry Street, Unit #11 Fort Worth, Texas 76102-6811 • Kimsey -Horn and Associates, Inc. July 30, 2013 Mr. Daryl Swenson GRAM Traffic North Texas, Inc. 1120 West Lovers Lane Arlington, TX 76013 Re: City of Fort Worth On -Call Roundabout Design Services MIWBE Requirements Notice of Intent Dear Mr. Swenson: Kirnley-Horn and Associates, Inc. is committed to complying with the City of Fort Worth's Minority/Women Owned Business Enterprise (M/WBE) Program. For the subject project, it is our intent, upon approval of this contract, to use Gram Traffic North Texas Inc. for the following services: (1) Data Collection If you have any questions, please do not hesitate to call. Sincerely, KIMLEY-HORN AND ASSOCIATES, INC. Scott R. Arnold, P.E., PTOE SRA ACKNOWLEDGED: GRAM TRAFFIC NORTH TEXAS, INC. 6___ By: .P.. �9(i_J , : o-k /./L-) Date: 7/3 / /3 K:\FT\V_Roadway1061018I 18_N Riverside Roundabout\PPP\Contract\Pre-NTP\GRAM\MWBE-Intent-Gram-On-Call-Roundabout-2013-07-30.doc $5,000.00 M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas FORTWORTII WO CITY COUNCIL AGENDA miter COUNCIL ACTION: Approved on 10/22/2013 REFERENCE 20ENGINEERING SERVICES DATE: 10/22/2013 C-26524 LOG NAME: AGREEMENT - NO.. ROUNDABOUTS CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of Engineering Services Agreements with Kimley-Horn and Associates, Inc., Freese and Nichols, Inc., Ourston Roundabout Engineering Inc., and TranSystems Corporation Consultants in a Total Amount Not to Exceed $1,700,000.00, for the Design of Roundabout Intersections Over a Twenty -Four Month Time Period (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of Engineering Services Agreements with Kimley-Horn and Associates, Inc., in the amount of $500,000.00, Freese and Nichols, Inc., in the amount of $500,000.00, Ourston Roundabout Engineering, Inc., in the amount of $200,000.00 and TranSystems Corporation Consultants in the amount of $500,000.00, for Engineering Design and Professional Services relating to the design of general intersection improvements and roundabouts over a twenty-four month time period. DISCUSSION: The Department of Transportation and Public Works (TPW), Infrastructure Design and Construction Division is responsible for coordinating and managing the design and construction of arterial roadways, neighborhood streets, and intersection improvements. As part of the intersection improvements program, the construction of modern roundabouts is being considered at intersections planned for improvements. A review of the viability of a roundabout at each intersection of concern requires a level of experience that few engineering consultants in Texas have. As a result, the Request for Qualifications (RFQ) was advertised in April and May of this year to select firms for design of roundabouts to be constructed over the next two -years. Sixteen firms submitted Statements of Qualifications which were evaluated by a committee of five members representing TPW, Water, and the Business Diversity Office. All submittals were ranked based upon project team experience, design experience, experience with the City of Fort Worth, and fast -track project delivery experience. The result of this RFQ process was the selection of Ourston Roundabout Engineering, Inc. to provide Quality Assurance and Quality Control for the City of Fort Worth and the selection of Kimley-Horn and Associates, Inc., Freese and Nichols, Inc., and TranSystems Corporation Consultants to provide design services for the construction of approved intersections warranting a modern roundabout. The proposed engineer services will be utilized over the next 24 months to provide design services, feasibility analyses, and construction phase assistance as needed for the purpose of constructing modern roundabouts. The first three roundabouts in this program will be located at the intersections of North Riverside and Fossil Creek, North Riverside and Northern Cross and North Riverside and Meacham. Engineering services for these three roundabouts will total $426,174.00. M/WBE Office - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the http://www.fortworthgov.org/council packet/mc_review. asp?ID=19105 &councildate=10/... 11 / 1 /2013 M&C Review Page 2 of 2 Department and approved by the M/WBE Office for the contract with Ourston Roundabout Engineering, Inc., in accordance with the BDE Ordinance, because the purchase of goods and services from source(s) where subcontracting or supplier opportunities are negligible. Kimley-Horn and Associates, Inc., is in compliance with the City's BDE Ordinance by committing to meet the MBE participation for this task order project. Freese and Nichols, Inc., is in compliance with the City's BDE Ordinance by committing to meet the MBE participation for this task order project. TranSystems Corporation Consultants is in compliance with the City's BDE Ordinance by committing to meet the MBE participation for this task order project. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Street Improvements 2004 Overruns Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C203 531200 204390218330 $133,004.00 C203 539120 204390218330 $135,350.00 C203 531200 204390218330 $157,820.00 Submitted for City Manager's Office bv: Fernando Costa (6122) Originating Department Head: Douglas W. Wiersig (7801) Additional Information Contact: Todd Estes (5448) ATTACHMENTS http://www.fortworthgov.org/council_packet/mc review.asp?ID=19105&councildate=10/... 11/1/2013