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HomeMy WebLinkAboutContract 44811 (2)- - e =Y• � � \�;�►_,'� � i17 !�' f PROFESSIONAL CIVIL ENGINEERING SERVICES AGREEMENT This PROFESSIONAL CIVIL ENGINEERING SERVICES AGREEMENT ("Agreement") is by and between the City of Fort Woi-th, hereafter referred to as "CITY" and Multatech Engineering, Inc., hereafter referred to as "ENGINEER" and is effective as indicated, below. In consideration of the covenants hereinafter set forth, the pai-ties hereto mutually agree -as follows: ARTICLE I SCOPE OF SERVICE A. Project The ENGINEER is hereby engaged by the City to study and prepare an engineering design report for the extension of GE Rail Test Track from S.H. 114 north 2.75 miles to John Wiley Road. Identify property owners from Denton County Tax records, design issues related to rail improvements, prepare opinion of construction cost. B. Description of Services The ENGINEER shall perfor•m certain professional ENGINEERING and management seivices as outlined in Exhibit "A" and depicted on Exhibit "C". ARTICLE II COMPENSATION \ A. Fees The ENGINEER is responsible to provide services for a lump sum fee not to exceed $28,420.00. The CITY agrees to compensate the ENGINEER fi�om current funds according to Exhibit "B" and Attachment B-1 attached hereto and incorporated herein by this reference S. Payment for Services The ENGINEER shall provide monthly invoices, including the ENGINEER authorized, a summaiy of the services performed. Payment is due within 30 days after receipt of invoice for each setvice rendered C. Disputed Billing 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 exer•cise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until muhially resolved. If the CITY fails to malce 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 fiill, including interest. 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. ,_ Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track E�ctension) Page 1 of 9 RECEIVED SCP 19 2�i� ��; �,. �' �. �: • �; _ ' f, t • �. ,f I Article III Obligations of the ENGINEER A. General The ENGINEER will serve as the CITY'S professional representative under this Agreement, providing Professional Engineering consultation and advice and furnishing customary seivices 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 Engineering performing the same or similar seivices at the time such setvices are performed. C. Engineer's Authority The presence or duties of the ENGINEER'S personnel, 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. The ENGINEER and its peisonnel have no authority to exercise any control over CITY employees in connection with their work. D. Opinions of Probable Cost 1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with the ENGINEER. 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. E. 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 are incorporated into the record drawings. F. 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 Multatech Engineering, Ina — Engineering Agreement (GE Rail Test Track Extension) Page 2 of 9 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 tluee (3) years. G. Right to Audit 1) ENGINEER agrees that the CITY shall, until the expiration of three (3) 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 agrees 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. H. ENGINEER'S Insurance 1) Insurance coverage and limits: ENGINEER shall provide to the City certificate(s) of insurance documenting policies of the following coverage at minimum limits that are to be in effect prior to commencement of work on the project: Commercial General Liability $1,000,000 each occurr•ence $2,000,000 aggregate Automobile Liability $1,000,000 each accident on a combined single limit or $250,000 Property Damage $500,000 Bodily Injuiy per person per occurrence A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned when said vehicle is used in the course of a project. Worker's Compensation Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease - policy limit Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 3 of 9 $100,000 disease - each employee Professional Liability $1,000,000 each claim $2,000,000 aggregate Professional liability shall be written on a claims-made basis and 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) Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be delivered to the CITY prior to ENGINEER proceeding with a project. a. 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. b. certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. c. Any failure on part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirements. d. A minimum of forty-five (45) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto ENGINEER'S insurance policies. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. e. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A: VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. f. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to the CITY in its sole discretion; and, in lieu of traditional insurance, any aiternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or letters of credit may also be acceptable to the City. g. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. h. The City shall be entitled, upon its request and without incurring expense, to review the ENGINEER'S insurance policies including endorsements Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 4 of 9 thereto and, at the CITY'S discretion; the ENGINEER may be required to provide proof of insurance premium payments. i. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the CITY approves such exclusions in writing. j. For all lines of coverage underwritten on a claims-made basis, other than Professional Liability, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the r•etroactive date and that the coverage is claims-made. k. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement and all insurance required in this section, with the exception of Professional Liability, shall be written on an occurrence basis. I. Independent Engineer The ENGINEER agrees to perform all services as an independent consultant and not a subcontractor, agent, or employee of the CITY. Nothing herein shall be construed as creating a partnership or joint venture between the City and the ENGINEER, its officers, agents, employees and consultants, and doctt•ine of respondent superior has no application as between the City and the ENGINEER. J. Disclosure The ENGINEER acicnowledges 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 he signing of this contract and prior to final payment under the contract. Article IV Obligations of the City 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 per�formance of its services. C. Timely Review The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 5 of 9 engineers as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule included in the ENGINEER. D. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY obseives 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. E. 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. F. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER'S cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions 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 ot• in electronic form, are instruments of service for a project, whether a 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. 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 Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 6 of 9 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 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 storage containers, microfilm, electronic data files, and other data storage supplies or setvices; c.) The time requirements for the ENGINEER to document the work underway at the time the CITY'S termination for convenience so that the worlc effort is suitable for long time storage. 3) Prior to proceeding with termination seivices, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the ENGINEER'S compensation will be made. F. 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. G. Assignment Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 7 of 9 Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Interpretation Limitations on liability and indemnities in this AGREEMENT are business understandings between the pat-ties and shall apply to all the different theories of recoveiy, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors. I. Jurisdiction The law of the State of Texas shall govern the validity interpretation and performance, and any other claims relate litigation related to this AGREEMENT shall be Tarrant County, of this d to it. Texas. AGREEMENT, its The venue for any J. Alternate Dispute Resolution All claims, disputes, and other matters in question between the CITY and ENGINEER arising out of, or in connection with this Agreement or the PROJECT, or any breach of any obligation or duty of CITY or ENGINEER hereunder, may be submitted to mediation. If mediation is unsuccessfiil, the claim, dispute or other matter in question may be submitted to a court of competent jurisdiction. K. 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. L. Observe and Comply ENGINEER shall at all times obseive 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 worlc hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted during the term of this AGREEMENT 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. Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track E�ctension) Page 8 of 9 EXECUTED and EFFECTIVE as of the date last written by a signatory, below. APPROVED: City of Fort Worth i . Fernando Costa Assistant City Manager DATE: .i/7 /J� APPROVAL RECOMMENDED: !.�-� �..1 Douglas �. Wiersig Director, Transportation/Public Worlcs Department APPROVED AS TO FORM AND LEGALITY: M&C: n l4 Date: �� • � �1!4` Cf. 4�� iSY�i��� Assistant City Attorney ATTEST: �� r� � ENGINEER Multatech � � � � . .` iv: Paul J. Padilla, P.E. ;r �ce President Inc. DaTE: �'� _ Z�`� � � t�� � � J. City Secretaiy .� � ��O V V(�3 6 ��4CGCrbx � � �� �� �'���, : ��'� e � A Multatech Engineering, Inc. — Engineering Agreement (GE Rail Test Track Extension) Page 9 of 9 � , ; �R � • �, _ � , � ; _ �, : a` ■ ■ M LJ l_ i" A�f � C a--6 ■ AR�H1TeCTS�ENGINEER� 2ti`l. 7 1N.�st 7tl�i Strec-t. Sude 4U0 Fort �A�csrtli Tex�as 7G 107�2216n August 27, 2013 Mr. Leon Wilson, P.E. City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 RE: GE Test Track Extension Mr. Wilson, EXHIBIT A Thank you for the opportunity to prepare a scope of worl< for the conceptual/feasibility study for the extension of GE Test Track Extension. This project consists of the extension of GE Test Track Extension from the existing GE Facility (near SH 114) north approximately 2.75 miles. The test track will pass through the City of Fort Worth and the ETJ's of Northlake and Justin and is entirely within Denton County. It should be noted that Multatech was the prime design consultant on the relocation of the BNSF M2 Mainline Relocation Project and has worl<ed with many of the stakeholders including: The City of Fort Worth, GE, and Hillwood Development. The purpose of this study is to determine key stake holders and decision mal<ers, possible design challenges, develop a preliminary cost estimate and scope of work for design. MULTATECH will review and prepare a preliminary project report that includes a design scope of services for a future rail extension design project. The preliminary project report will include a design approach and challenges, estimated opinion of construction cost, project design time line, exhibits showing project limits and right-of-way ownership. MULTATECH scope of services will include: • Site visit • Meet w/TPW Project Manager, determine scope of services, contract submittal, review process and final product submittal • Collect aerial photos, existing topography, as-built information (COFW/ City of North Lake/City of Justin/Denton County/ TxDOT/ BNSF/) � Prepare preliminary exhibit showing preliminary alignment, right-of-way needs, land parcels and ownership, franchise and public utilities and contact names for all identified parties. � Determine Land ownership based on Denton County Tax records. • Prepare preliminary report outlining and addressing the following: 1. 2. 3. 4. 5. Opening narrative stating purpose of report Project location and description List of entities contacted for information Existing public utilities w/narrative Existing franchise utilities w/narrative ■ ■ i� L�1 L,..-�,�.-�- � � r� ■ ARChIITECTS�ENGWEER� ?F}21 lNest 7th Stree; Sude i0C) Fort VVorth Tesas 7G107�221J� EXHIBIT A 6. Floodplains affected 7. COFW (Traffic Dept.; Planning; Water w/narrative 8. BNSF w/meeting narrative 9. Denton County w/meeting narrative 10. Existing right-of-way w/narrative 11. Drainage w/narrative 12. Project design approach, challenges and assumptions w/narrative and design project scope of services 13. Report conclusion 14. Exhibit A: aerial exhibit with existing utilities; right-of-way; property ownership; utility owner w/contact names; proposed rail alignment; typical section showing existing and proposed tack with dimensions. 15. Exhibit B: right-of-way and temporary construction easements requirements. 16. Exhibit C: Opinion of estimated Construction Cost (including any necessary bridge railroad structures) 17. Exhibit D: Design consultant scope of services and design project level of effort hours 18. Appendix E: As built information • Contact and meet w/GE. Items to discuss would include: Schedule for occupying the test track; switching requirements at the plant; access to BNSF Mainline for engine transportation. • Contact and meet w/ BNSF. Items to discuss would include: Schedule for Mainline reroute and occupation, tie in/switch location for test tracl< and BNSF Mainline, Existing right of way track separation and condition of existing mainline to be occupied by the GE Test Vehicle. • Contact and meet w/ City of Justin Floodplain Administrator. Items to discuss would include; impact of extension on existing floodplains, culvert extension and possible FEMA involvement. • Contact and meet w/ Denton County. • Prepare final written report • Prepare Design Consultant scope Please review the scope of work and let me know if we have captured your concerns. MULTATECH's lump sum fee for the proposed scope of worl< is $28,420.00. We can always adjust the scope and fee to meet your needs. Again, thank you for considering MULTATECH. We are excited to assist the City of Fort Worth with this project. Sincerely, � . Paul J, Padilla, P.E. 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