HomeMy WebLinkAboutContract 57408 04/14/2022
CSC No.57408
8: 22am
DESIGN PROCUREMENT AGREEMENT
FOR
TRADITION OFF-SITE PARALLEL SEWER
This DESIGN PROCUREMENT AGREEMENT("Agreement"), is entered into by and
between the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant,
Denton, Johnson, Wise, and Parker Counties, Texas ("City"), acting by and through its duly
authorized Assistant City Manager, and HT Hwy 114 Land 2 LP, a Texas limited partnership
("Developer") acting by and through its duly authorized representative. City and Developer are
referred to herein individually as a party and collectively as the parties.
Recitals
WHEREAS, Developer desires to make public infrastructure improvements in the City of
Fort Worth, Texas for a project generally referred to as Tradition Off-site Parallel Sewer
("Project"), as further described in Exhibit"A" which is attached hereto and incorporated herein
by reference; and
WHEREAS, the City desires to participate in a portion of the design and construction cost
for the Project in order to oversize the sewer main; and
WHEREAS, City and Developer desire to enter into this Design Procurement Agreement
in order to accomplish the goals of the parties; and
WHEREAS, Developer has determined that Goodwin & Marshall, Inc. ("Design
Consultant") should provide the design of the Project based on demonstrated competence and
qualifications to perform the Design Consultant services for a fair and reasonable price; and
WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the
Project and find them to be fair and reasonable; and
WHEREAS, Developer will initially fund the costs of Design Consultant and City will
reimburse Developer for the City's portion of the design up to a maximum amount of$180,751.20;
and
WHEREAS, Developer shall not earn a fee based upon the City's portion of the design
fees paid to Design Consultant; and
WHEREAS, City and Developer intend to execute a Community Facilities Agreement that
provides for the Developer to construct the Project and seek reimbursement from the City for the
City's share of the construction costs;
NOW, THEREFORE, for and in consideration of the above recitals and the mutual
covenants and agreements herein contained, the City and Developer agree as follows:
OFFICIAL RECORD
Design Procurement Agreement for Tradition Off-Site Parallel Sewer CITY SECRETARY
HT Hwy 114 Land 2 LP FT.WORTH,TX
SECTION 1
GENERAL REQUIREMENTS
1.1 The Project will generally consist of the design of certain public infrastructure in the form
of an approximately 12,492 linear foot gravity sewer main to the serve the basins shown in
Exhibit"A"which is attached hereto and incorporated herein by reference.Developer shall
be responsible for 25.8% of the design costs ("Developer's Share") and City shall be
responsible for 74.2% of the design costs ("City's Share") in an amount not to exceed
$180,751.20. Upon completion of construction of the sewer main, Developer shall be
entitled to 1.87 million gallons per day("mgd")peak flow capacity in the sewer main based
on the Developer's Share of the cost to design and construct the sewer main. The Tradition
basin (SB 1)will not be subject to per acre or other capital recovery charges related to the
sewer main unless the proportional share of the capacity (1.87 mgd) is exceeded. If
additional flow is requested above 1.87 mgd,the City may assess a per acre charge or other
capital recovery charge proportional to the requested flow. Additional flow is not
guaranteed and will be provided to Developer at the sole discretion of the City. On the
basins outside of SB 1 the City may assess a pro rata charge consistent with City ordinance.
1.2 Developer will retain Goodwin & Marshall, Inc. as the Design Consultant for the Project
pursuant to a written agreement attached hereto as Exhibit "B" which is attached hereto
and incorporated herein by reference.
1.3 Developer shall cause the Design Consultant to design the Project, produce a set of
engineering drawings, renderings, contract specifications, estimates, and other documents
necessary to construct the Project ("Construction Documents"), and provide construction
engineering services. The Project shall be designed to be constructed as a single project.
Developer shall require Design Consultant to maintain a separate accounting of the costs
for the Design Consultant's work. The City shall pay to Developer the City's Share of the
cost of the Design Consultant in an amount not to exceed$180,751.20. City's total liability
to Developer pursuant to this Agreement shall not exceed $180,751.20. Developer shall
pay all other cost of Design Engineer. After approval of the Construction Documents by
the City, Developer shall submit to the City a copy of all invoices of Design Consultant
and proof that Developer has paid Design Consult in full. City shall pay the City's Share
of the design costs for the Construction Documents to Developer within 30 days after the
Construction Documents are approved and after receiving the invoices and proof that
Design Consultant has been paid in full by Developer. The City shall pay the City's Share
of the construction engineering services to Developer within 30 days after construction is
completed and accepted by the City, and the City received invoices and proof from
Developer that Design Consultant has been paid in full by Developer for the construction
engineering services.
1.4 Developer shall submit the design of the Project to the City Infrastructure Plan Review
Center(IPRC) for review and approval. City intends to reimburse Developer for 10% of
the IPRC Engineering Fees based on the determination that the City's participation in the
design of the Project is causing an increase in the number of sheets equal to 10% of the
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total number of sheets required for the design of the Project. City will seek approval from
the City Council of an appropriation ordinance for the City's share of the IPRC Engineering
Fees, and, if approved, will include such reimbursement in the community facilities
agreement that City and Developer intend to execute.
1.5 City shall have the ultimate right to approve or disapprove the Construction Documents
after consultation with Developer.
1.6 Developer shall be responsible for obtaining and paying all costs of obtaining all permits
necessary for the Project from third-party governmental entities and railroads, including
but not limited to TxDOT permits, 404b permits, and railroad crossing permits.
1.7 Developer shall negotiate and obtain all easements for the Project. Any easement
acquisition by Developer must be approved by the City before the easement is acquired.
City will not exercise eminent domain or other authority in assisting in obtaining
easements.
1.8 The parties intend for the construction of the Project to be publicly bid, advertised in the
City's official newspaper, and bids to be opened at Fort Worth City Hall.The parties intend
to negotiate and agree of the number of construction days before the project is publicly bid.
1.9 The engineering plans for the Project must be submitted to IPRC before any on-site
subdivision engineering plans may be filed with IPRC for review. Any community
facilities agreements for on-site subdivision improvements may not be executed before the
community facilities agreement for the Project is executed.
SECTION 2
TERMINATION, OWNERSHIP OF PLANS,APPROPRIATION AND FISCAL
FUNDING OUT
2.1 Termination. This Agreement may be terminated without cause by either party upon
delivery of three business days' written notice to the other party of such intent to terminate;
provided, however, both parties shall be liable for their share of obligations incurred
pursuant to the Design Agreement before such termination.
2.2 Ownership of Plans. City shall own the plans and other documents and work product
Design Consultant creates for the Project. In the event this Agreement is terminated, City
shall have the right to enter into an agreement with Design Consultant to complete Design
Consultant's services for the Project. Developer shall include the City's ownership right
in the plans and the City's right to enter into an agreement with Design Consultant to
complete the design in Developer's agreement with the Design Consultant.
2.3 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the Agreement,the Fort Worth City Council fails to approve funds
sufficient for the City to fulfill its obligations under this Agreement,the City may terminate
the portion of the Agreement regarding such obligations to be effective on the later of: (i)
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delivery by the City to Developer of written notice of the City's intention to terminate or
(ii) the last date for which funding has been approved by the Fort Worth City Council for
the purposes set forth in this Agreement.
SECTION 3
FORCE MAJEURE
3.1 If either Party is unable, either in whole or part, to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of
public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department,
commission,or agency of the United States or of any state;declaration of a state of disaster
or of emergency by the federal, state, county, or City government in accordance with
applicable law; issuance of a Level Orange or Level Red Alert by the United States
Department of Homeland Security; any arrests and restraints; civil disturbances; or
explosions; or some other reason beyond the Party's reasonable control (collectively,
"Force Majeure Event"),the obligations so affected by such Force Majeure Event will be
suspended only during the continuance of such event.
SECTION 4
LIABILITY AND INDEMNIFICATION
4.1 DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN
CONNECTION WITH PERFORMANCE OF THIS AGREEMENT.
4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY
AND ALL CLAIMS,LAWSUITS,ACTIONS, COSTS,AND EXPENSES OFANYKIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCLUDING DEATH)
THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS(OTHER THAN THE CITI9, OR SUBCONTRACTORS
RELATED TO THE PERFORMANCE OF THIS AGREEMENT,EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS
OFFICERS,AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE
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EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER
AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARA TIVEL YINA CCORDANCE WITH THE LA WS OF THE STATE OF TEXAS.
NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S
GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF
TEXAS.
4.3 Developer's agreement with the Design Consultant shall include a release and indemnity in
favor of City in substantially the following form:
"DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS
AND DEFEND THE CITY OF FORT WORTH 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 DESIGN
CONSULTANT OR DESIGN CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER
WHICH THE DESIGN CONSULTANT EXERCISES CONTROL."
SECTION 5
INSURANCE
5.1 Developer shall maintain the insurance requirements set forth in Exhibit "C", which is
attached hereto and incorporated herein for all purposes.
5.2 Developer shall require in its contract with Design Consultant that City is listed as an
additional insured on Design Consultant's insurance policy.
SECTION 6
NONDISCRIMINATION
6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual
orientation or any other prohibited criteria in performing the services under this Agreement.
SECTION 7
VENUE AND CHOICE OF LAW
7.1 Developer and City agree that this Agreement shall be construed in accordance with the
laws of the State of Texas. 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.
SECTION 8
THIRD-PARTY RIGHTS AND ASSIGNMENTS
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8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create
any rights, contractual or otherwise,to any other person or entity.
8.2 Developer agrees that it will not subcontract or assign all or any part of its rights,privileges
or duties hereunder without the prior written consent of the City, and any attempted
subcontract or assignment of same without such prior consent of the City shall be void.
SECTION 9
BINDING COVENANTS
9.1 Subject to the limitations contained herein,the covenants,conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding
on their respective successors,representatives and permitted assigns, if any.
SECTION 10
INDEPENDENT CONTRACTOR
10.1 Developer shall perform all work and services hereunder as an independent contractor, and
not as an officer, agent, servant or employee of the City. Developer shall have exclusive
control of, and the exclusive right to control the details of the work performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers, agents, employees and sub consultants (or subcontractors). Nothing herein
shall be construed as creating a partnership or joint venture between the City and
Developer, its officers, agents, employees and sub consultants (or subcontractors), and
doctrine of respondent superior has no application as between the City and Developer
SECTION 11
AMENDMENTS, CAPTIONS,AND INTERPRETATION
11.1 Except as otherwise provided in this Agreement, the terms and provisions of this
Agreement may not be modified or amended except upon the written consent of both the
City and Developer.
11.2 Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
11.3 In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more
strongly for or against any party, regardless of the actual drafter of this Agreement.
SECTION 12
GOVERNMENTAL POWERS AND IMMUNITIES
12.1 It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
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SECTION 13
AUTHORIZATION AND COUNTERPARTS
13.1 By executing this Agreement on behalf of Developer,the person signing below affirms that
he or she is authorized to execute this Agreement and that all representations made herein
with regard to the signer's identity, address, and legal status are true and correct.
13.2 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
SECTION 14
SEVERABILITY AND NO WAIVER
14.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision,
and does not materially prejudice either Developer or City in connection with the rights
and obligations contained in the valid covenants, conditions or provisions of this
Agreement.
14.2 The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that
party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
SECTION 15
COMPLIANCE WITH LAWS
15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
15.2 If City notifies Developer or any of its officers, agents, employees, contractors,
subcontractors,licensees,volunteers, or invitees of any violation of such laws, ordinances,
rules or regulations, Developer shall immediately desist from and correct the violation.
SECTION 16
NOTICES
16.1 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,postage prepaid, to the address of the other
party shown below:
To the City: To Developer:
Fort Worth Water Department HT Hwy 114 Land 2 LP
Attn: Chris Harder Attn: Robert W. Witte
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HT Hwy 114 Land 2 LP
200 Texas Street 2800 Post Oak Blvd
Fort Worth, Texas 76102 Suite 4800
Houston, Texas 77056-6118
with copies to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
SECTION 17
HEADINGS
17.1 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.
SECTION 18
RIGHT TO AUDIT
18.1 Developer 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 Developer involving transactions
relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Developer reasonable advance notice of intended audits.
18.2 Developer shall include in its contract with the Design Consultant a right until the
expiration of three (3) years after final payment under this Agreement, to have access to
and the right to examine any directly pertinent books, documents, papers and records of
Design Consultant involving transactions relating to this Agreement and the agreement
between Developer and Design Consultant. Design Consultant must agree that the City
shall have access during normal working hours to all necessary Design Consultant facilities
and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. The City shall give Design Consultant
reasonable advance notice of intended audits.
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SECTION 19
PROHIBITION ON BOYCOTTING ISRAEL
19.1 Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Developer
certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and(2) will not boycott Israel during the term of
the contract.
SECTION 20
PROHIBITION ON BOYCOTTING ENERGY COMPANIES
20.1 Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from
entering into a contract for goods or services that has a value of$100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company
that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms"boycott energy company"and"company"have
the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement Developer
certifies that its signature provides written verification to the City that Developer: (1) does
not boycott energy companies; and (2)will not boycott energy companies during the term
of this Agreement.
SECTION 21.
PROHIBITION ON DISCRIMINATION AGAINST FIREARM
AND AMMUNITION INDUSTRIES
21.1 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is
prohibited from entering into a contract for goods or services that has a value of$1005000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement, by signing this Agreement
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Developer certifies that its signature provides written verification to the City that
Developer: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and(2)will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
SECTION 22
SOLE AGREEMENT
22.1 This Agreement, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Developer,
and any lawful assign and successor of Developer, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS THEREOF, the parties have made and executed this Agreement to be
effective on the date signed by the City's Assistant City Manager.
CITY OF FORT WORTH: HT HWY 114 Land 2,LP
Robe_t W /V tte
Dana Burghdoff(Apr 13,20 16:13 CDT Robert W.Witte(Apr 12,2022 09:51 CDT)
Dana Burghdoff Name: Robert W. Witte
Title: Senior Managing Director
Assistant City Manager
Date: Apr 13,2022 Date: A pr 12 2022
Recommended by:
Chris Narder
Chris Harder(Apr 13,2022 07:00 CDT)
Christopher Harder
Water Department Director
APPROVED AS TO FORM AND LEGALITY:
Richard A.McCracken(Apr 13,2022 15:56 CDT)
Richard A. McCracken
Sr. Assistant City Attorney
ATTEST: �dOF°FORr�aa Contract Compliance Manager
° °
9a �e�te s ��x7�GG jj~° ° A 0, By signing I acknowledge that I am the
Jannette S.Goodall(Apr 13,202216:33 CDT) V 0 0 2
person responsible for the monitoring and
City Secretary �'�°°°° °°° �`� administration of this contract, including
Apr 13,2022 a��bEapS��p ensuring all performance and reporting
requirements
Date y6WW4Y&W
Vishal Sood(Apr 12,202213:11 CDT)
M&C: 22-0177 Name: Vishal Sood
Date: 3/8/22 Title: Development Services-Water Section
Form 1295: 2021-825332 Senior Professional Engineer
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT A
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EXHIBIT B
(AGREEMENT BETWEEN DEVELOPER AND ENGINEER)
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DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
CONSULTANT AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT,entered into this 4th day of April 2022,is made by and between HT HWY 114 Land
2, LP, located at 2700 Commerce Street Suite 1600, Dallas, Texas 75226, hereinafter referred to as
"OWNER" and Goodwin and Marshall,Inc. located at 2405 Mustang Drive Grapevine, Texas 76051,
hereinafter referred to as "CONSULTANT."
WHEREAS, OWNER has entered into a contract with the Hines Interests Limited Partnership
("DEVELOPMENT MANAGER")to act as development manager on the following project("PROJECT"):
The PROJECT shall be described as providing the Wildflower Ranch Off-Site Sewer Trunk Main
Engineering Services.
WHEREAS,OWNER desires CONSULTANT to perform certain Professional Services in connection with
the PROJECT and CONSULTANT desires to perform such services.
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
I. SCOPE OF SERVICES
CONSULTANT shall perform in a proper manner, satisfactory to OWNER and DEVELOPMENT
MANAGER,the Professional Services as more fully described in Attachment A-"Scope of Services"which
is attached hereto and incorporated herein by reference. Work products will be delivered as described in
Attachment A.
II. TIME OF PERFORMANCE
The services to be performed hereunder shall commence upon receipt by CONSULTANT of a fully executed
copy of this Agreement from OWNER and shall be completed in accordance with a schedule as mutually
agreed to by OWNER and CONSULTANT.
III. COMPENSATION AND PAYMENT
For satisfactory performance of Professional Services,OWNER shall pay to CONSULTANT a lump sum of
$243,600.00 with reimbursable expenses not to exceed $243,600.00 as provided for in Attachment B —
"Professional Services Proposal"which is attached hereto and incorporated herein by reference. Consultant
shall submit a monthly billing to MANAGER on or about the 30t1i day of each month. After receipt and
approval by OWNER and/or MANAGER of CONSULTANT'S invoice prepared in such form and supported
by such documents as OWNER and MANAGER may reasonably require,OWNER orMANAGER on behalf
of OWNER will make payment to the CONSULTANT within thirty(30)days after receipt of invoice.
Reimbursable expenses are in addition to the compensation for services described above and include actual
expenditures with appropriate back-up documentation made by the CONSULTANT and the
CONSULTANT's employees and any sub-consultant's retained by CONSULTANT with prior written
approval by OWNER in the interest of the Project for the expenses listed in the following subparagraphs:
Page 1 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
1. Expense of transportation in connection with the Project outside a fifty mile radius of the
CONSULTANT's or sub-consultant's office; reasonable living expenses (exclusive of entertainment) in
connection with out-of-town travel previously approved by OWNER, and long distance communications.
2. Expense of reproductions,postage,express delivery and handling of drawings,specifications,
and other documents,excluding reproductions made in-house for the office use of the CONSULTANT or its
sub-consultants.
3. Expense of data processing and photographic production techniques when used in connection
with additional services approved by OWNER.
4. If authorized in advance by the OWNER,expense of overtime work for additional services or
OWNER'S request to accelerate the schedule requiring higher than regular rates.
CONSULTANT agrees that there will be no markup or other fee added to any reimbursable expense,and all
reimbursable expenses shall be documented to the reasonable satisfaction of the OWNER and
DEVELOPMENT MANAGER.
IV. COMPLIANCE WITH LAWS
CONSULTANT and its sub-consultants shall observe and abide by all applicable laws, ordinances and
regulations of federal,state and local governments,in connection with services provided hereunder.
V. CONTRACT AND ASSIGNMENT
This Agreement may not be assigned or subcontracted,in whole or part,without the prior written consent of
OWNER. Approval by OWNER of any sub-consultant shall not relieve the CONSULTANT of any liability
or responsibility for the proper performance of Professional Services under this Agreement.
The OWNER may sell,assign,hypothecate,pledge or otherwise transfer or dispose of all or a portion of the
Project or its rights under this Agreement in its sole discretion,without the consent of the CONSULTANT,so
long as (a) the rights and obligations of the OWNER under this Agreement are assigned in connection
therewith and(b)all payments due CONSULTANT under Section III have been paid current.
VI. DOCUMENTS and DESIGNS
All documents and designs prepared by CONSULTANT shall, at all times,be subject to the review of the
OWNER and MANAGER. Such review shall not relieve CONSULTANT of responsibility for the proper
provision of Professional Services. CONSULTANT shall, from time to time, submit to OWNER and
MANAGER all documents and designs prepared by the CONSULTANT, and afford OWNER and
MANAGER sufficient time to review such documents and designs. CONSULTANT shall, as directed by
OWNER or MANAGER, revise such documents and designs to the satisfaction of the OWNER and
MANAGER.
VII. CHANGES
OWNER shall have the right,at any time prior to the completion of Professional Services,to direct changes in
this Agreement, including but not limited to, change in the Scope of Professional Services. If the change
causes an increase in the cost of, or the time required for the CONSULTANT's performance under this
Agreement;the CONSULTANT shall submit to OWNER and MANAGER within ten(10)days after receipt
of the change notice any request for adjustment. OWNER will issue an addendum to this Agreement for
Page 2 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
equitable adjustments. CONSULTANT may not proceed with any such changes without prior written
authorization from OWNER.
VIH. TERMINATION FOR CONVENIENCE
a) OWNER shall have the right at any time to terminate this Agreement for convenience in
whole, or in part, by written notice to CONSULTANT. Upon receipt of this notice, the
CONSULTANT shall discontinue performance,will not place any further orders and will
promptly cancel all orders to sub-consultants.
b) In the event of termination for convenience,OWNER shall pay the CONSULTANT for all
services performed and accepted by OWNER prior to termination,plus the pro rata portion
of the profit due for Professional Services performed. However,in no event shall OWNER
be obligated to pay more than the Agreement value less any previously paid funds.
IX. DEFAULT
a) Should the CONSULTANT breach any provisions of this Agreement,OWNER shall have
the rights and remedies provided by law or under the terms and conditions of this
Agreement.
b) OWNER shall have the right at any time to terminate this Agreement in whole,or in part,by
written notice of termination if the CONSULTANT defaults by failing to perform any of its
obligations or if the CONSULTANT fails to give OWNER assurances fo adequate
performance within ten(10)working days after written request by OWNER or MANAGER
for such assurances.
c) In the event of a breach of the Agreement,OWNER may:
1) Declare the CONSULTANT to be in default.
2) Cancel this Agreement in whole or in part as provided herein.
3) Withhold payment of any further funds that may be due the CONSULTANT until
the default is corrected.
4) Pursue any and all other remedies afforded by law.
X. INDEMNIFICATION AND INSURANCE
a) To the fullest extent of the law, the CONSULTANT shall save harmless OWNER and
MANAGER and their representatives,partners,employees and lenders from and against all
claims and liability due to activities of the CONSULTANT, its agents or employees,
performed under this Agreement which result from any intentionally wrongful or negligent
act, error, or omission of the CONSULTANT or any person employed by the
CONSULTANT. The CONSULTANT shall also save harmless OWNER AND MANAGER
and their representatives, partners, employees and lenders from and against any and all
expenses, including attorney's fees, which might be incurred by OWNER and/or
MANAGER in litigation or otherwise resisting said claims or liabilities which might be
imposed on OWNER and/or MANAGER as the result of such activities by the
CONSULTANT,its agents or employees.
Page 3 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
b) Unless otherwise required in this Agreement, the CONSULTANT shall, during the
performance of Professional Services, maintain the following insurance in the types and
amounts, and with insurers satisfactory to OWNER.
1) Professional Liability/ $500,000 each claim with such insurance to remain in
Errors and Omissions effect for a period of two(2)years after completion for
the Professional Services
2) Workers' Compensation As required by statue
3) Employer's Liability $100,000 Bodily Injury by Accident(each accident)
$100,000 Bodily Injury by Disease (Policy Limit)
$100,000 Bodily Injury by Disease (each employee)
4) Commercial General $1,000,000 each Occurrence combined single limit for
Liability: (occurrence bodily injury and property damage
based policy)
5) Automobile Liability $1,000,000 combined single limit per occurrence
6) Additional Insured
The insurance policies required in the above sub-paragraphs 4)and 5)of this Section X shall
name the OWNER and the MANAGER as additional insureds and shall be endorsed to be
primary and non-contributory with any insurance otherwise carried by OWNER or
MANAGER. The CONSULTANT should require its sub-consultants to maintain the same
insurance coverage as stated above or such other coverage amounts as agreed to in writing by
OWNER.
Prior to commencing performance of services,the CONSULTANT shall furnish OWNER and MANAGER
with a Certificate of Insurance as evidence of the required insurance and such Certificate shall provide for
thirty(30)days written notice to OWNER and DEVELOPMENT MANAGER prior to cancellation thereof.
XI. INDEPENDENT CONTRACTOR
The CONSULTANT is an independent contractor and shall not be regarded as an employee or agent of
OWNER or MANAGER.
XII. OWNER'S AND DEVELOPMENT MANAGER'S REPRESENTATIVES
The OWNER will designate,when necessary,a representative authorized to act on the OWNER's behalf with
respect to the Project. The OWNER, or such representative as may be authorized, shall examine the
documents submitted by the CONSULTANT and will render decisions pertaining thereto as promptly as
reasonably possible to avoid unreasonable delay in the progress of the CONSULTANT's services. The
MANAGER will designate,when necessary,a representative authorized to act on the MANAGER's behalf
with respect to the Project.
X1H. CONFIDENTIALITY
Page 4 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
No publicity releases(including news releases and advertising)relating to this Agreement or the Services
hereunder shall be issued by the CONSULTANT without the prior written approval of OWNER.
XIV. EXAMINATION OF RECORDS
The CONSULTANT agrees that OWNER and MANAGER will have access to and the right to examine any
book, document, paper and records of any kind and all transactions relating to this Agreement. The
CONSULTANT shall maintain all records for a period of two(2)years after the completion of Professional
Services.
XV. OWNERSHIP OF DOCUMENTS
Upon termination of this Agreement by the OWNER pursuant to Section VIII and IX or,in any event upon
payment by OWNER to the CONSULTANT of all sums due hereunder,all drawings,specifications,models,
renderings and work product prepared in connection with the Project shall become the property of the
OWNER and each contract with each of its sub-consultants or sub-contractors shall reflect this provision.
The CONSULTANT shall deliver all such drawings,specifications,models,renderings and work product to
the OWNER if requested and the CONSULTANT agrees to make no further use thereof, except for such
drawings, specifications, and products of service which are proprietary to the CONSULTANT or its sub-
consultants or sub-contractors or which are general in nature. Nevertheless,it is understood by the OWNER
that all such drawings,specifications,models,renderings and work product may be inappropriate for use on
any other project. Therefore,the CONSULTANT shall not be responsible for the use or workability of such
drawings,specifications,models,renderings and work product in connection with any project other than the
project for which they were specifically prepared.
XVI. PARTIAL INVALIDITY
If any term,covenant,condition or provision of this Agreement is found by a court of competent jurisdiction
to be invalid,void, or unenforceable,the remainder of the provisions hereof shall remain in full force and
effect, and shall in no way be affected,impaired or invalidated thereby.
XVII. HEADINGS
Headings in this Agreement are for convenience only and are not intended to be used in interpreting or
construing the terms,covenants, and conditions of this Agreement.
XVIH. GOVERNING LAW
The validity or construction of this Agreement,as well as the rights and duties of the parties hereunder,shall
be governed by the laws of the State of Texas.
XtX. OFFICE FOR FOREIGN ASSET CONTROL(OFAC)
Pursuant to United States Presidential Executive Order 13224(`Executive Order')and related regulations of
the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, U.S. person and
entities are prohibited from transacting business with persons or entities who, from time to time are
determined to have committed, or to pose a risk of committing or supporting, terrorists acts, narcotics
trafficking, money laundering and related crimes. Those persons and entities are identified on a list of
Specially Designated Nationals and Blocked Persons (the "List"),published and regulated by OFAC. The
names,including aliases,of these persons or entities("Blocked Persons")are updated frequently. In addition,
Page 5 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
OFAC enforces other Executive Orders which,from time to time,impose restrictions on transactions with,or
involving certain countries. Vendor hereby certifies and represents that neither it, nor any of its owners,
members of its governing body,management,employees or agents is on the List or is acting for,or on behalf
any person or entity on the List. Vendor further acknowledges its obligation to remain in compliance with
existing and future regulations promulgated by OFAC throughout the term of the agreement.
XX. VEVRAA
This contractor and sub-contractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation
prohibits discrimination against qualified protected veterans,and requires affirmative action by covered prime
contractors and sub-contractors to employ and advance in employment qualified protected veterans.
XXI. SECTION 541
This contractor and sub-contractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation
prohibits discrimination against qualified individuals on the basis of disability,and requires affirmative action
by covered prime contractors and sub-contractors to employ and advance in employment qualified individuals
with disabilities.
XXII. SUPPLEMENTS TO AGREEMENT
The following exhibits, supplements or addendum form an integral part of this Agreement:
❑ Attachment"A" - Scope of Services
❑ Attachment"B" —Letter of Intent
❑ Attachment"A" -Proposal
❑ Attachment"A"—General Clauses Incorporated By Reference
XXIU. ENTIRE AGREEMENT
This Agreement constitutes the whole agreement between the parties with respect to the subject matter
contained herein and there are no terms other than those contained herein. No modification or amendment of
this Agreement shall be valid unless in writing and signed by the parties hereto.
XXII. CONFLICT LANGUAGE
To the extent any conflict exists between the contents of this Agreement and its Attachments,this Agreement
will govern.
HINES INTERESTS LIMITED PARTNERSHIP,
a Delaware limited partnership,
Page 6 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
HT HWY 114 LAND 2 LP
By: HT Hwy 114 Land 2 LLC,its general partner
By: HT Hwy 114 LP,its sole member
By: Hines Hwy 114 LLC,its general partner
By: Hines Hwy 114 Associates LP,its sole member
By: Hines Investment Management Holdings Limited Partnership,its
general partner
Docuftned by:
Row W-M
By:
Name: Robert W. Witte
Title: Senior Managing Director
GOODWIN AND MARSHALL,INC.
Edward Eckart,P.E.
President
Page 7 Revised 6112108
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Attachment A
Scope of Services
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
(300DWINQ CIVIL ENGINEERS — PLANNERS — SURVEYORS
M AR SHALL
July 1, 2021
HT Hwy 114 Land 2, LP
c/o Mr. Dustin Davidson
Hines Interests, L.P.
2200 Ross Avenue, Suite 420OW
Dallas, TX 75201
Re: Proposal for Professional Services for an Off-Site Sewer Trunk Main to Serve the
Wildflower Project in the City of Fort Worth, Tarrant County, Texas
Dear Mr. Davidson
We at Goodwin and Marshall, Inc. (G&M) appreciate the opportunity to provide you with this
proposal for professional services for the above referenced project. G&M has been requested to
perform design services for the extension of an off-site sanitary sewer line from a point north of
Harriet Creek at the eastern edge of the Phase 3 boundary south and east to an existing sewer line
in the Beechwood Creeks development, a distance of approximately 15,000 linear feet.
The City of Fort Worth will be participating in the cost of designing and constructing the line.
Therefore, coordination of a Design Procurement Agreement with the City is included in this scope
of services. Exhibit D is incorporated herein as a requirement of the Design Procurement
Agreement process by the City.
Based on our understanding, the following represents the scope of services we believe necessary
to successfully complete the requested program of work. All references herein to the City of Fort
Worth and Tarrant County shall be denoted as the"City" and the "County", respectively.
SCOPE OF BASIC SERVICES
1. Design Survey—G&M will prepare a design survey along the off-site sewer line alignment.
The survey will be prepared under the direct supervision of a Registered Professional Land
Surveyor licensed to practice in the State of Texas. The survey will locate existing
properties to be used in the preparation of the easement documents discussed below. The
survey will also include topographic data sufficient to generate a one foot (1) contour
interval topographic map as well as locate all visible and known utilities, pavement
features, drainage features, etc. It will be necessary for each owner along the sewer line
route to provide permission to access their respective properties.
2. Route Staking and Route Determination Services - G&M will stake the proposed sewer
line route in the field, and then walk the line with the Owner and City staff, adjusting as
TEXAS•2405 Mustang Drive•Grapevine,TX 76051 •817.329.4373 TENNESSEE•554 Greentree Cover,Suite 102B•Collierville,TN 38017•901.881.9188
ARIZONA•2705 S.Alma School Road,Suite 2•Chandler,A2 85286•602.218.7285 COLORADO •8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Mr. Dustin Davidson, Hines
Wildflower Sewer Trunk Main, Fort Worth, Texas
July 1, 2021
Page 2 of 6
necessary based on existing field conditions. This agreed upon route will serve as the basis
of the sewer line extension plans.
3. Potholing Coordination - It will be necessary to pothole the gas line crossings to determine
the location and depth of the lines. G&M will coordinate with the Client, the appropriate gas
companies, and the potholing company, and other agencies responsible for the line, as
necessary. It is currently anticipated that a minimum of eight gas crossings will be required.
For the purpose of this line item,it is assumed that the potholing company will contract directly
with the Client.
4. Off-Site Sanitary Sewer Line Construction Plans - G&M will prepare plans, profiles, and
specifications for the sewer line extension and submit the plans to the City. G&M will
provide technical support to facilitate acceptance. Please note that it is anticipated that the
cost of design and construction of these improvements is anticipated to be shared with the
City. Any cost sharing associated with this item is being coordinated by the Client;
however, G&M will assist in the preparation of the formal cost sharing documents between
the Client and the City, as discussed below.
5. City Coordination Services for Design Procurement Agreement (DPA) — G&M will
coordinate with the Client relative to the preparation of the required DPA, including
contract documents and legal description and exhibits. G&M will submit required support
documentation to the City and provide technical support to facilitate acceptance.
6. Easement Documentation— G&M will prepare legal descriptions and exhibits for separate
instrument easement documentation required for the sewer line route. G&M will provide
this information to the Client and the City, and coordinate execution and filing of the
easement documentation in the deed records of County. For planning purposes, it is
assumed ten easement documents will be required.
7. Easement Acquisition — G&M will subcontract with a right-of-way agent to assist in the
acquisition of the easements required for the construction of the sewer line. G&M will
coordinate with the Client, City, and right-of-way agent as necessary relative to securing
the required permanent and temporary construction easements for the construction of the
sewer line.
8. Easement and Encroachment Coordination - G&M will prepare Encroachment Agreement
Documents as necessary for sewer line crossings encroachments across existing public and
private utility easements and facilities. This will include a graphic of each crossing, and a
plan/profile exhibit of each crossing occurrence. G&M will coordinate with the City,
Client, and Fossett Title Works as necessary. G&M will submit the encroachment
agreement documentation to the City for review, and provide technical support to facilitate
acceptance.
9. TXDOT Utility Permit—It will be necessary to obtain a TXDOT utility permit for sewer
line crossing of SH 114. G&M will prepare the permit application and supporting
TEXAS•2405 Mustang Drive•Grapevine,TX 76051 •817.329.4373 TENNESSEE•554 Greentree Cover,Suite 102B•Collierville,TN 38017•901.881.9188
ARIZONA•2705 S.Alma School Road,Suite 2•Chandler,A2 85286•602.218.7285 COLORADO •8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Mr. Dustin Davidson, Hines
Wildflower Sewer Trunk Main, Fort Worth, Texas
July 1, 2021
Page 3 of 6
documentation and submit the request to TXDOT. G&M will provide technical support to
facilitate acceptance and issuance of the permit.
10. Community Facilities Agreement - The City requires the processing of a Community
Facilities Agreement (CFA) in conjunction with construction plan approval. G&M will
prepare the CFA and supporting documentation for the public improvements. G&M will
coordinate with the City for approval and execution of the CFA.
11. Construction Support Services — During the construction of the sewer trunk main, G&M
will perform general support services relative to the site civil construction plans prepared
by G&M, to include:
• Public bid documents and coordination;
• Responses to requests for information (RFIs);
• Design changes due to field conditions;
• Design changes due to Client request;
• Assist the Client in identifying construction issues as they arise during the normal
course of the project and provide solutions, as appropriate; and
• When requested by the Client, G&M will visit the site in order to observe the
progress and quality of the work completed by the Contractor.
Please note that such visits and observations are not intended to be an exhaustive check or
detailed inspection of the Contractor's work, but rather to allow G&M, as an experienced
professional, to become generally familiar with the work in progress and to determine, in
general, if the work is proceeding in accordance with the contract documents.
12. Construction Staking Services - G&M will provide construction staking for all
improvements for which we prepare construction plans. All staking will be performed one
time only under this contract. Necessary re-staking will be considered a Special Service,
and will be billed on an hourly reimbursable basis according to our standard rates. This
will include all driving time necessary and office computations.
Additional Items:
• Record Drawings - G&M will produce one set of final record drawings in both paper and
electronic format in accordance with the requirements of the City, if applicable. The record
drawings will be prepared using information provided by the contractor.
• CAD Files-G&M will provide CAD files of plats and other requisite documents to Client's
consultants,local postmaster(if needed), and franchise utility providers serving the project
and/or designated by the Owner upon execution of G&M's standard waiver of liability. If
such franchise utility providers supply design layouts to G&M, G&M will forward same
to Owner for review and/or approval. G&M will coordinate with the Owner regarding
utility easements requested by the franchise utility providers prior to adding such
easements to the final plat.
TEXAS-2405 Mustang Drive-Grapevine,TX 76051 •817.329.4373 TENNESSEE-554 Greentree Cover,Suite 102B•Collierville,TN 38017•901.881.9188
ARIZONA-2705 S.Alma School Road,Suite 2•Chandler,A2 85286•602.218.7285 COLORADO -8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Mr. Dustin Davidson, Hines
Wildflower Sewer Trunk Main, Fort Worth, Texas
July 1, 2021
Page 4 of 6
Items Not Included in Scope of Basic Services:
• SWPPP - G&M recommends the Client obtain a SWPPP from a qualified consultant. This
should include periodic inspection of all Erosion Control facilities pursuant to current
TCEQ regulations. G&M will provide an Erosion Control Plan and other requisite
documents to and otherwise coordinate with the consultant of the Client's choice at no
additional charge.
• Geotechnical Engineering
• Potholing
• Any other service not specifically identified above
COMPENSATION
The total value of this contract is: $243,600 as detailed in Exhibit A. Construction plans will
be billed lump sum upon acceptance of the plans by the City of Fort Worth. Upon completion
of the Construction Documents by Design Engineer, Developer shall submit to the City a copy of
all invoices of Design Consultant and proof that Developer has paid Design Consult in full for the
Construction Documents. City shall pay the City's Share of the design costs to Developer within
30 days after receiving the invoices and proof that Design Consultant has been paid in full.
• Fees shall be considered lump sum and will be invoiced on a percentage of completion
basis as determined by G&M, unless otherwise specified on Exhibit A.
• Services performed on a Time & Materials basis shall be invoiced based on hours worked
by G&M using the rates set forth in Exhibit B, and not to exceed the totals in Exhibit A.
• Taxes — State sales taxes shall be charged on services, if applicable. Federal, state, and
local taxes shall be the responsibility of the Client.
• Third Party Fees - All application fees, permit fees, plan review fees, and other third
party fees shall be the responsibility of the Client.
• Other Costs -It is the intention of G&M that all reasonable costs for reproduction and
mileage are included in our fee schedule.
• Additional Services - Any work not contained within the Scope of Basic Services will be
considered "Special Services" and billed at our standard hourly rates attached as Exhibit
B. No professional services requiring compensation as Special Services will be
performed without prior approval.
We at Goodwin and Marshall, Inc. believe that our experience with complex projects throughout
the Dallas /Fort Worth Metroplex, the greater Phoenix area, and the Denver and Memphis areas,
as well as our commitment to providing superior service to our clients, makes us uniquely qualified
to offer professional services for this project.
Please review the terms of this proposal, including the General Conditions of Agreement,
carefully. If you are in agreement, please sign and return a copy to this office for our records.
Your signature will serve as our authorization to proceed. We sincerely appreciate the opportunity
TEXAS-2405 Mustang Drive•Grapevine,TX 76051 •817.329.4373 TENNESSEE-554 Greentree Cover,Suite 102B•Collierville,TN 38017•901.881.9188
ARIZONA.2705 S.Alma School Road,Suite 2•Chandler,A2 85286•602.218.7285 COLORADO .8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Mr. Dustin Davidson, Hines
Wildflower Sewer Trunk Main, Fort Worth, Texas
July 1, 2021
Page S of 6
to provide you with these professional services. If you have any questions regarding this proposal,
please feel free to call.
Sincerely,
Goodwin and Marshall, Inc.
Edward W. Eckart, E.
Officer
APPROVED:
C1ocuSigned by:
Vuts�v" VaW'h6Vk' Managing Director 2/28/2022
-ffe7Z2qPjtte4F4... Date
TEXAS•2405 Mustang Drive•Grapevine,TX 76051 •817.329.4373 TENNESSEE•554 Greentree Cover,Suite 1028•Collierville,TN 38017•901.881.9188
ARIZONA•2705 S.Alma School Road,Suite 2•Chandler,AZ 85286•602.218.7285 COLORADO •8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
DocuSign Envelope ID:09A494C6-E9C8-4002-B7E3-27800D5730AD
Mr. Dustin Davidson, Hines
Wildflower Sewer Trunk Main, Fort Worth, Texas
July 1, 2021
Page 6 of 6
EXHIBIT "D"
The City of Fort Worth shall have an ownership right in the plans outlined in this Agreement. In
the event the Agreement between HT Hwy 114 Land 2, LP and the City of Fort Worth covering
the work set forth herein is terminated, the City shall have the right to enter into an agreement
with G&M to complete the design. The City shall be listed as an Additional Insured on the
Insurance Policy.
G&M SHALL INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH
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 G&M OR G&M'S AGENT, CONSULTANT UNDER
CONTRACT, OR ANOTHER ENTITY OVER WHICH THE G&M EXERCISES
CONTROL.
The City of Fort Worth shall have the right until the expiration of three(3)years after final payment
under this Agreement, to have access to and the right to examine any directly pertinent
books, documents, papers and records of G&M involving transactions relating to the
Agreement for Public Water Sewer Line Upsizing and the agreement between Developer and
G&M. G&M agrees that the City shall have access during normal working hours to all
necessary G&M facilities and shall be provided adequate and appropriate workspace in order
to conduct audits in compliance with the provisions of this section. The City shall give
G&M reasonable advance notice of intended audits.
TEXAS•2405 Mustang Drive•Grapevine,TX 76051 •817.329.4373 TENNESSEE•554 Greentree Cover,Suite 102B•Collierville,TN 38017•901.881.9188
ARIZONA•2705 S.Alma School Road,Suite 2•Chandler,A2 85286•602.218.7285 COLORADO •8400 E.Prentice Ave.•Greenwood Village,CO 80111 •303.459.4861
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EXHIBIT C
1.01 DI . to Acquire and Maintain. Developer shall ensure that a policy or policies of insurance
are procured and maintained at all times, in full force and effect, to provide coverage of the types
and amounts specified herein, naming the City as an additional insured as set forth herein, and
covering all public risks related to this Agreement. The insurance required hereunder may be met
by a combination of self-insurance and primary and excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including
coverage for the following: (i)Premises Liability; (ii)independent contractors; (iii)
products/completed operations; (iv) personal injury; (v) contractual liability; (vi)
explosion, collapse, and underground property damage
b. Property Damage Liability:
(1) $1,000,000.00 per occurrence
C. Umbrella Policy
(1) $5,000,000.00
d. Environmental Impairment Liability (EIL) &/or Pollution Liability
(1) $2,000,000 per occurrence
(2) $5,000,000 aggregate
e. Automobile Liability:
(1) $1,000,000.00 Each accident on a combined single-limit basis
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk
Manager,the City may at any time revise insurance coverage requirements and limits required by
this Agreement. Company agrees that within ten (10) days of receipt of written notice from the
City, all such revisions requested by the City will be implemented. The policy or policies of
Design Procurement Agreement for Tradition Off-Site Parallel Sewer Page 14 of 15
HT Hwy 114 Land 2 LP
insurance shall be endorsed to provide that no material changes in coverage, including, but not
limited to, cancellation, termination, non-renewal, or amendment, shall be made without thirty
(30) days' prior written notice to the City.
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved
to do business in the State of Texas. Except for workers' compensation, all insurers must 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. If the rating is
below that required, prior written approval of the City's Risk Management Division is required.
Within ten(10)business days following execution of this License,Developer shall ensure that City
is furnished with certificates of insurance signed by the respective companies as proof that the
types and amounts of insurance coverage required herein have been obtained. In addition,
Developer shall, on demand, provide the City with evidence that it has maintained such coverage
in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required
herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per
line of coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any
recovery by the City of any sum by reason of any insurance policy required under this License
shall in no way be construed or affected to limit or in any way affect Company's liability to the
City or other persons as provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage
limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability
shall follow form of the primary coverage.
1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery
(subrogation) in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without
expense, to receive copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modifications of particular policy terms,conditions,limitations,
or exclusions in order to comply with the requirements of this Agreement except where policy
provisions are established by law or regulations binding upon either of party or the underwriter on
any such policies.
1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance
evidencing all required insurance coverage and any applicable endorsements.
Design Procurement Agreement for Tradition Off-Site Parallel Sewer Page 15 of 15
HT Hwy 114 Land 2 LP
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/08/22 M&C FILE NUMBER: M&C 22-0177
LOG NAME: 60TRADITION PARALLEL SEWER LINE
SUBJECT
(CD 7)Authorize Execution of Design Procurement Agreement with HT Hwy 114 Land 2 LP with City Participation in the Amount Not to
Exceed$180,751.20, for Engineering Design for the Oversizing of Tradition Offsite Sanitary Sewer Main Located in North Fort Worth, and Adopt
Attached Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2022-2026 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a design procurement agreement with HT Hwy 114 Land 2 LP with City participation in the amount not to
exceed$180,751.20 for the engineering design for the oversizing of the Tradition offsite sanitary sewer main located in north Fort Worth; and
2. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the Water&Sewer Bond 2016 Fund, in the
amount of$180,752.00, by decreasing estimated receipts and appropriations in the Unspecified project(City Project No. UNSPEC)and
increasing estimated receipts and appropriations in the Community Facilities Agreement Bucket programmable project(City Project
No.P00001)by the same amount, for the purpose of funding the Design Procurement Agreement—CFA Tradition Offsite Sewer project(City
Project No.103493)and to effect a portion of Water's contribution to the Fiscal Years 2022-2026 Capital Improvements Program.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C) is for the City to participate with HT Hwy 114 Land 2 LP(Developer) in the
engineering design cost for the oversizing of the east parallel offsite sanitary sewer. The project will serve Tradition development located west of
North Freeway and north of Highway 114. The City is participating in the project to oversize the sewer main to provide additional capacity for future
growth within the basin. The cost for the project is estimated to be allocated at 25.8%for the Developer and 74.2%for the City.
The estimated fee for the City's portion of the engineering design, topographic survey, easement document preparation, construction documents,
and public bidding is$180,751.20. Easements for the sewer main within the Harriet Creek Ranch Park tract will be 100%responsibility of HT
Hwy 114 Land 2 LP. The City and HT Hwy 114 Land 2 LP will each participate in the cost for other easements necessary for the sewer main in
accordance with the estimated participation percentages.
The table shows the cost sharing breakdown for engineering design cost between all parties.
Cost Sharing Breakdown IL Amount
HT Hwy 114 Land 2 LP(25.8%) 1 $62,484.80
City of Fort Worth(74.2%) $180,751.20
Eotalngineering Design Cost $243,600.00
*Amounts rounded for presentation purposes.
HT Hwy 114 Land 2 LP has selected Goodwin and Marshall Inc., as the engineering consultant to perform the design of the project. Staff concurs
that the fees charged by Goodwin and Marshall, are fair and reasonable for the work to be performed. The engineering design will be reviewed
through the City's Infrastructure plan review process.
It is the practice of the Water Department to appropriate its CIP plan throughout the fiscal year, instead of within the annual budget ordinance, as
projects commence, additional funding needs are identified, and to comply with bond covenants. The actions in the M&C will appropriate funds in
support of the Water's portion of the City of Fort Worth's Fiscal Years 2022-2026 Capital Improvements Program, as follows:
Capital Fund Project FY2022 CIP Budget Change Revised
Name Name Appropriations Authority (Increase/Decrease) FY2022
Budget
E
ter/Sewer P00001-nd/S w CFA $0.00 M&C $180,752.00$180,752.00
Bucket
�� $0.00 M&CF $180,752.00$180,752.00
*Numbers rounded for presentation purposes.
Funding is currently available in the Unspecified-All Funds project within the water/sewer bond 2016 fund for the purpose of funding the CFA-
Tradition offsite sewer project.
BUSINESS EQUITY—A goal is not required under Business Equity Ordinance 25165-10-2021 when City spending participation on Community
Facilities Agreements are less than$1,000,000.00 dollars.
Upon completion of the design,the construction of the project will be publicly bid. Staff will present an M&C to the City Council seeking approval for
the City to enter into a Community Facility Agreement with City participation for the construction of the project.
This project is located in COUNCIL DISTRICT 7
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Unspecified-All Funds project within the Water/Sewer Bond 2016 Fund
and upon approval of the above recommendation and adoption of the attached appropriation ordinance, funds will be available in the Water/Sewer
Bond 2016 Fund for the CFA Bucket programmable project to support the approval of the above recommendation and execution of the
agreement. Prior to an expenditure being incurred,the Water Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head: Chris Harder 5020
Additional Information Contact: Vishal Sood 8055
Expedited