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HomeMy WebLinkAboutContract 44577c�ry �Ee�E�tA� L , � CITY OF FORT WORTH, TEXAS COR�TRA� �. r : STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Goodwin and Marshall, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Forest Park Improvements. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Forest Park Improvements. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $29,600.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested perFormance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth, Texas ���I��A`, R�Ci��� Standard Agreement for Professional Services o� PMO O�cial Release Date: 1/28/2013 �'�� ���R��ARD Page 1 of 8 RECEIVFD IU� 26?�13 �ToV11ART1�,°�°X Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 12 months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as befinreen City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth, Texas Standard Agreement for Professional Services PMO O�cial Release Date: 1/28/2013 Page 2 of 8 Article VI Insurance Amendments to Article VI, if any, are included in Attachment C. (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Parks and Community Services Department , Attention: Joel McElhany, 4200 South Freeway, Suite 2200, Fort Worth, TX 76115, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fori Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 3 of 8 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not City of Fort Worth, Texas Standard Agreement for Professional Services PMO O�cial Release Date: 1/28/2013 Page 4 of 8 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article $, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is perFormed. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 5 of 8 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XI11 Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 6 of 8 interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Parks and Community Services Department 4200 South Freeway, Ste. 2200 Fort Worth, Texas 76115 Consultant: Goodwin and Marshall, Inc. Attn: Edward W. Eckart, P.E. 2405 Mustang Drive Grapevine, TX 76051 Article XVI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement City of Fort Worth, Texas Standard Agreement for Professional Services PMO O�cial Release Date: 1/28/2013 Page 7 of 8 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the BY: CITY OF FORT WORTH ���ay of,'�(/1�' , 20/�' � �- BY: Susan Alanis Assistant City Manager Date: C.o o� S � APPROVAL RECOMMENDED: By: ichard Zavala irector, Parks & Community Services APPROVED AS TO FORM AND LEGALITY I _._ By: Douglas W. Black Assistant City Attorney ATTEST: Kllar� J. Kay: City Secreta � City of Fort Worth, Texas Standard Agreement for Professional Services PMO O�cial Release Date: 1/28/2013 Page 8 of 8 ���� ENGINEER Goodwin and Marshall, Inc. E ward W. Ecka , . . Officer Date: �(� "����3 M&C No.: N/A M&C Date: N/A :��.u. �.. ����. ; -o °:•4 � �' °v o"o � �°��000Q�°� � ����ay.��r��.�,, c�FFICIAL REC�fBD C�ITY SECRETAItI( ��a 9��R�H7y T� Attachment A ����7���+��[��( ¢ �r CIVIL ENGINEERS � pLANiNER5 � SURVEYORS �1lAtJ'Jl A��ll.ez May 9, 2013 Mr. Joel McElhany Senior Landscape Architect Parks and Community Services Department City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Re: Proposal for Professional Services Needs Identification and Schematic Design Related Forest Park, Located in the City of Fort Worth, Texas Dear Mr. McElhany: We at Goodwin and Marshall, Inc. (G&IV� sincerely appreciate the opportunity to provide you with professional services on the above referenced project. At this time, G&M has been requested to provide a general scope of basic services and accompanying fee schedule, a schedule for design and completion of overall park needs assessment for Forest Park, preliminary design for general Forest Park improvements, and a preliminary engineer's opinion of probable cost for said improvements for the following focus areas: Park Place Drive, specifically roadway, sidewalk, and fence relocation; Colonial Parkway roadway and pedestrian traffic circulation and infrastructure improvements; Log Cabin Village sanitary sewer improvements; specific Forest Park parking lot improvements, and the WPA-era stairs at Upper Bluff, as shown on E�chibit "A" attached. A separate contract for the preparation of construction docurrtents will be negotiated at the conclusion of the schematic design phase. Based on our understanding, the following represents the scope of basic services that we believe necessary to successfully complete the current phase of the analysis: SCOPE OF BASIC SERVICES 1. Locative Survey - G&M will prepare a locative survey for the various parcels that make up the overall Forest Park study areas. The survey will be prepared under the direct supervision of a Registered Professional Land Surveyor Licensed to practice in the Sta.te af Texas and will be used to compute the various site improvements. 2. Topographic Survey - G&M will prepare a field topographic survey for a portion of the Forest Park study areas in order to properly evaluate some of these areas. The topographic survey shall be sufficient to generate a one foot (1') contour interval topagraphic map. The survey will locate all visible and known utilities, pavement features, storm drain facilities, etc. 3. Assessment of Current Conditions - G&M will assess the current conditions of park amenities within Forest Park with input from PACSD staff. The assessment will specificaily include the following focus areas: 2405 MUSTANG DRIVE I GRAPEVINE,TX 7605 I/ 817-329-4373 ! 8! i-329-a453 (�Ax) fi409 W. RAY ROAD� $�15 / CHANDLER, AZ 85226 / 602-218-72851480-344-3466 (Fnx) Mr. Joel McElhaney, City of Fort Worth Forest Park May 9, 2013 Page 2 of 3 a. Park Place Drive • Survey to determine location of the new Zoo fence line and existing back of curb along the west side of Park Place Drive. • Coordination with PACSD to determine the setback of the proposes fence location from the existing curb. • Preparation of a schematic design identifying the replacement of the west side curb as necsssary for a final roadway width of 24-feet with a sidewalk adj acent to the curb. b. Colonial Parkway • Review the 2004 TCB Zoo Traffic Plan for a summary of recommendations. A copy of the traffic plan will be provided by PACSD. • Assess the existing bridge to determine if replacement will be required in order to provide a full width roadway of 24-feet, face of curb to face of curb. • Prepare a schematic design of a new pedestrian walk along the south side of the bridge, either integrated with the existing bridge or via separate eight (8) foot pedestrian bridge installed adjacent to the roadway bridge on the south side. • Determine the preferred location for a pedestrian crosswalk. c. Log Cabin Village • Prepare a schematic layout of a proposed sanitary service line extension to serve Log Cabin Village. • Prepare an engineer's opinion of probable cost to extend sanitary sewer service to Log Cabin Village in order to replace the existing septic system facilities. d. Parking Lots • Prepare a survey, an assessment of current conditions, and a schematic design for the reconstruction of the Forest Park parking lots identified on Exhibit "A" attached hereto. e. WPA-Era Steps at Upper Bluff • Prepare a survey, an assessment of current conditions, and a schematic design for the reconshuction of the steps that connect the upper bluff to the swimming pool area. 4. Public Meetings - G&M will attend one public meeting for the presenta.tion of the Assessment of Conditions described above . G&M will provide presentation materials and technical support for PACSD staff during these meetings. 5. Schematic Design Plans - G&M will prepare schematic design plans, including layout and grading information, as directed by PACSD staff for those improvements discussed with PACSD staff and during the public meetings. The schematic design plans will be accompanied by an engineer's opinion of probable cost for each of the proposed improvements. Attachment B Mi•. Joel McElhaney, Cify of Fa�t Wor�th F'o�•est Park Nicry 9, 201.3 Page 3 of 3 COMPENSATION Locative Survey - G&M will perform these sei•vices for a lump sum fee of $$,300 payable upon completion. 2. Topographic Survey - G&M will perform these services for a lump sum fee of $4,800 payable upan completion. 3.-5. G&M will perform these services for a lump sum fee of $16,500 payable monthly based on an estirnated percenta�e of campletion. TOTAL FEE: 29 600.00 It is the intention of Goodwin and Marshall, Inc. that all reasonable costs for reproduction, mileage, ete. are included in the costs shown above. No work that is intended to be invoiced as a Special Service will be performed without prior approval by the Owner. Please review the terms of this praposal, including the General Conditions of Agreement, carefully. If you are in agreement, please sign and return a copy to this office foc OIIC Cecords. Your signature will serve as our authorization to proceed. We at Goodwin and Marsha(1, Ine. sincerely appreciate the opportunity to pravide you with these professional services. If you have any questians regarding this proposal, please feel free to call. Sincerely, Goodivin and Marshall, 1 . Edward W, Eckai�t, P.E. Officer ATTACHMENT C AMENDMENTS TO STANDARD AGREEMENT FOR PROFESSIONAL SERVICES 1. Article VI, (2) Additional Insurance Requirements shall be amended as follows: a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance �el+s� and professional liability insurance policies, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies.