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HomeMy WebLinkAboutContract 58010 CSC No. 58010 CITY OF FORT WORTH, TEXAS MASTER SERVICES AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This MASTER SERVICES AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("CITY"), and Garver LLC., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: General, minor engineering services on an as needed basis (Agreement). RECITALS WHEREAS, On April 20, 2022 and April 27, 2022, a Request for Qualifications (RFQ) was advertised for Engineering Services at City of Fort Worth Meacham International ("Airport"); WHEREAS, on May 12, 2022, two statements of qualifications were received and Engineer was selected. The Agreement documents shall include the following: 1 . This Standard Agreement for Professional Services; 2. Attachment "A"— Scope of Services; 3. Attachment "B"—Amendments to Standard Agreement for Engineering Services 4. Attachment "C" - Verification of Signature Authority Form 5. Attachment "D"—Task Order Template 5. Attachment "E"— Federal Contract Provisions Attachments "A", "B", "C", "D", and "E" which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of the Attachments and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Article I Scope of Services The Scope of Services is set forth in Attachment A. Article II Master Services Agreement for Engineering Related Design Services OFFICIAL RECORD For Meacham International Airport Between City of Fort worth CITY SECRETARY And Garver, LLC Page 1 of 46 FT. WORTH, TX Compensation and Term of Agreement A. The ENGINEER's compensation shall be in an amount not to exceed $99,900.00 per year; the hourly rates and more particular details of compensation are set forth in Attachment B. B. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning June 1, 2022 (effective date), and shall continue until May 31 , 2027 (Expiration Date). Article III Terms of Payment Payments to the ENGINEER will be made as follows: A. Invoice and Payment (1) The Engineer shall provide the CITY sufficient documentation, including but not limited to meeting the requirements set forth in Attachment A to this AGREEMENT, to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices are due and payable within 30 days of receipt. (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 2 of 46 Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 3 of 46 (3) ENGINEER will not be responsible for damage to underground utilities if ENGINEER followed all preventative measures before any geotechnical, potholing, construction, or allowing other subconsultants working under a subcontract to this Agreement access to do the same. Preventative measures shall include, but is not limited to, having requested and waited for all utility companies to properly mark their respective utilities before conducting any work as described in this section. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which, subject to Section VI.B, when delivered to the CITY pursuant to this AGREEMENT, shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 4 of 46 the Contract Documents, nor shall anything in the Contract Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the Contract Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 5 of 46 Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances, or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accord with the City of Fort Worth Business Diversity goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a Ordinance No. 20020-12- 2011 , as amended), the CITY has goals for the participation of minority business enterprises and/or small business enterprises in CITY contracts. ENGINEER acknowledges the MBE and SBE goals established for this contract and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the ENGINEER may result in the termination of this Agreement and debarment from participating in CITY contracts for a period of time of not less than three (3) years. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Section. The CITY shall give ENGINEER reasonable advance written notice of intended audits. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 6 of 46 Notwithstanding anything in this AGREEMENT, the CITY's audit rights are limited to cost reimbursable and time and material services. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this Section together with subsection (3) hereof. CITY shall give subconsultant reasonable written advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. INSURANCE (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, bodily injury, or advertising injury, which are normally contained within the policy, Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 7 of 46 unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto — the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the ENGINEER owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers' Compensation — ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability — ENGINEER shall maintain professional liability, a claims-made policy, of $1 ,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 8 of 46 of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. To the extent of ENGINEER's indemnity obligations, applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY by ENGINEER. A ten (10) days notice by ENGINEER shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A-(minus) or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. i. The CITY hereby accepts ENGINEER's self-insured retention in Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 9 of 46 excess of$25,000 as part of this AGREEMENT. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the contractual AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage commensurate with the subconsultant's scope of work as required by the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondent superior shall not apply. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 10 of 46 M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, as a part of existing authorized fees between the CITY and ENGINEER, meaning the ENGINEER will not invoice or submit for payment to City for these types of design changes. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of or otherwise were not in affect at the time of execution of this AGREEMENT, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedules developed per Attachment D to this AGREEMENT. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 11 of 46 Article V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights- of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 12 of 46 ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of CITY, CITY hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 13 of 46 (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 14 of 46 Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER (see "Deliverables" in Attachment A), whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents that are delivered to the CITY in accordance with the requirements of this AGREEMENT; provided however, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the normal course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non-exclusive, royalty-free license to use the same for the purposes contemplated under this AGREEMENT. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, acts of war or terrorism, , Cyberattacks, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated a.) by the CITY for its convenience upon 30 days' written notice to ENGINEER. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 15 of 46 b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within ten (10) days' written notice or thereafter fails to diligently complete the correction. (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, including those incurred for purchasing electronic data files and other data storage supplies or services; c.) The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. 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 PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify or hold harmless the CITY against third party liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence or intentional tort resulting in bodily injury (including death) or tangible property damage, intellectual property infringement (except to the extent Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 16 of 46 information and/or technology was provided by the CITY), or failure to pay a subcontractor or supplier (provided ENGINEER has received payment for services from CITY) in conjunction with performance of this AGREEMENT. CITY is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all CITY ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from claims or liability arising out of the violation of any such applicable order, law, ordinance, or regulation, whether it be due to action under this AGREEMENT by itself or its employees. K. Immigration Nationality Act Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 17 of 46 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES INCURRED BY THIRD PARTY GOVERNMENTAL AUTHORITIES DUE TO VIOLATIONS OF APPLICABLE LAW DESCRIBED UNDER THIS PARAGRAPH AND COMMITTED BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel If ENGINEER has fewer than 10 employees or the AGREEMENT is for less than $100,000, this section does not apply. ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 AGREEMENT, Engineer certifies that Engineer's signature provides written verification to CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. M. Waiver of Special and Punitive Damages NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, NEITHER PARTY (INCLUDING ITS SUBCONSULTANTS, AGENTS, ASSIGNEES, AFFILIATES AND VENDORS) SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL (CONSEQUENTIAL OR INDIRECT) AND PUNITIVE DAMAGES OF ANY KIND REGARDLESS OF THE CAUSE OR ACTION. N. Prohibition on Boycotting Energy Companies Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 18 of 46 ENGINEER 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, which will 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 meaning 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, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. O. Prohibition on Discrimination Against Firearm and Ammunition Industries ENGINEER 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 $100,000 or more which will 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, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (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. This AGREEMENT, including its attachments and schedules, constitutes the entire Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 19 of 46 AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. 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. The following attachments and schedules are hereby made a part of this AGREEMENT: Duly executed by each party's designated representative to be effective on the date subscribed by the CITY'S designated Assistant City Manager. (Signatures on Next Page) Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 20 of 46 BY: BY: CITY OF FORT WORTH GARVER, LLC Dana LgghW�e Dana Bur�21,202TA:10 CDT) Dana Burghdoff Josh Crawford Assistant City Manager Texas Aviation Director Date:Aug 21 , 2022 Date: 08/16/2022 APPROVAL RECOMMENDED: By: Roger Venables Director, Aviation Department Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Tyler Da�g1,2022 15:41 CDT) Tyler Dale Airport Project Coordinator APPROVED AS TO FORM AND LEGALITY Thomas Royce Hansen Assistant City Attorney ATTEST: O°Fonr Form 1295 No. N/A Tgnnette S. Goo�%ll �`�►o �%0 Jannette S.Goodall(Aug 22,2022 10:41 CDT) F` o ° Jannette S. Goodall 0vo =d M&C No.. N/A City Secretary ����°°°°°°°°°°°°°°pad M&C Date: N/A a�*Xlk,o OFFICIAL RECORD Master Services Agreement for Engineering Related Design Services CITY SECRETARY For Meacham International Airport FT. WORTH, TX Between City of Fort Worth And Garver, LLC Page 21 of 46 ATTACHMENT "A" Scope for Task Order Engineering Design Related Services for Fort Worth Meacham International Airport Improvements The scope set forth herein defines the potential work to be performed by the ENGINEER as requested by City throughout the term of this Agreement. Both the CITY and the ENGINEER have attempted to clearly define the potential work to be performed and address the specific needs of the Airport. WORK TO BE PERFORMED OBJECTIVE: Obtain airport engineering services at Fort Worth Meacham International Airport (Airport), on an as needed basis for the term of the Agreement, for minor issues or projects that arise that are not tied to a grant funded project which may include design, bidding and construction phase services. ENGINEER hereby agrees to perform engineering services including design and construction phase services on a task order basis as may be requested by the City during the term of this Agreement. Each time the City needs a service under this Agreement, the City will request services for each task order. The Engineer will then provide a scope, fee, and schedule as necessary to perform the services requested for each task order. The task order will be signed by both parties before any work will be performed by ENGINEER and will include the total cost and the breakdown of payments by City to Engineer for the services specified. The Assistant Aviation Director for the Airport is designated under this Agreement to sign such task orders for the City. The work requested by City and performed by Engineer may include, but is not limited to, the following tasks: Task 1. Design Management Task 2. Preliminary Design Task 3. Final Design Task 4. Bid Phase Services Task 5. Construction Phase Services Task 6. Survey and Subsurface Utility Engineering Services Task 7. Permitting Task 8. Plan Review Task 9. Miscellaneous Engineering Services Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 22 of 46 Task 1. Design Management Engineer will manage the work outlined in the then agreed upon scope of work to ensure efficient and effective use of Engineer's and City's time and resources. Engineer will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the City's Project Manager and Others as necessary to make progress on the work. 1.1 Managing the Team - Lead, manage and direct design team activities - Ensure quality control is practiced in performance of the work - Communicate internally among team members - Task and allocate team resources 1.2 Communications and Reporting - Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet City requirements. - Conduct and document biweekly project update meetings with CITY Project Manager - Conduct review meetings with the City at the end of each design phase - Conduct and document biweekly design team meetings - Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the City. - Prepare and submit a baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement and according to the City of Fort Worth's Schedule Guidance Document. - Complete monthly M/WBE Report Form and Final Summary Payment Report Form at the end of the project. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 23 of 46 - Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design. - With respect to coordination with permitting authorities, Engineer shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. Engineer shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. - Personnel and Vehicle identification: When conducting site visits to a project at a project location, the Engineer or any of its sub-consultants shall carry readily visible information identifying the name of the company and the company representative. DELIVERABLES a. Meeting summaries with action items b. Monthly invoices c. Monthly progress reports d. Baseline design schedule e. Monthly schedule updates with schedule narrative describing any current or anticipated schedule changes f. Monthly M/WBE Report Form and Final Summary Payment Report Form TASK 2. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows: 2.1 Data Collection - In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 24 of 46 project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including; utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. - The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re-routing plans. 2.2 Subsurface Utility Engineering - Provide Subsurface Utility Engineering (SUE) per Task 6. 2.3 Development of Preliminary Design Drawings and Specifications shall include the following: - Cover and index of sheets including project limits, area location map and beginning and end station limits. - Phasing Plan: Develop a phasing plan utilizing standard traffic reroute configurations posted as "Typicals" on the CITY's Peoplesoft website. The typicals need not be sealed individually, if included in the sealed contract documents. The phasing plan shall be incorporated into the design drawings and are to include road and taxiway and/or lane closures, limited access to adjacent properties, and limited access to pedestrian and bicycle traffic. Landside phasing shall be completed as required per the latest edition of the Texas Manual on Uniform Traffic Control Devices. Airside phasing shall be completed as required per the latest edition of the Texas Manual on Uniform Traffic Control Devices. Airside phasing shall be completed as required per the latest edition of FAA AC 150/5370-2. - Plan and profile sheets showing existing and proposed horizontal roadway and taxiway alignments, existing and proposed ROW, existing and proposed lane dimensions and lane arrows, existing drainage structures, city owned and franchise utilities and existing roadway vertical alignments (profiles). The plan and profile sheets shall display station and coordinate data for all horizontal alignment P.C.'s, P.T.'s, P.I.'s, station and elevation data of all vertical profile P.C.'s P.T.'s, P.I.'s lowpoints and high points; lengths of vertical curves, grades, K values, e, and vertical clearances where required. - A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, 5/8" Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 25 of 46 a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). - SUE plan drawings. - Updated existing and proposed typical section sheets. - No less than two bench marks plan/profile sheet. - Bearings given on all proposed centerlines, or baselines. - Station equations relating utilities to paving, when appropriate. - Overall project easement layout sheet(s). - Intersection layout sheets including ROW lines, horizontal alignments, utilities, curbs, sidewalks, driveways, lane dimensions and arrows and existing and proposed contours (0.25' intervals) - Preliminary roadway details to include curbs, cub expansion joints, driveways, sidewalks, and pavement details. - ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be draw at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of-way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by iSWM criteria may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria delineated in the CITY's current iSWM Criteria Manual for Site Development and Construction. All locations in the project area where 100-year runoff exceeds available storm drain and right-of-way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements of the existing system as deemed reasonable and consistent with CITY standards. - Storm drain layout sheets showing location and size of all inlets, manholes, junction boxes, culverts and piping to include storm drain profiles showing existing and proposed flow lines, flows, lengths and slopes of pipe, top of ground profile over pipe and connections to existing or proposed storm sewer systems. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 26 of 46 - Preliminary signing, pavement marking, illumination and signal layouts. 2.2 Geotechnical Investigation/ Pavement Design - The ENGINEER shall obtain and utilize geotechnical data performed by others. - The ENGINEER shall prepare a detailed geotechnical engineering study and pavement design in conformance with the City of Fort Worth Pavement Design Standards Manual, 2005. The study shall include recommendations regarding utility trenching and identify existing groundwater elevation at each boring. 2.3 Constructability Review - Prior to the 60 percent review meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk the project. The ENGINEER shall summarize the CITY's comments from the field visit and submit this information to the CITY in writing. 2.4 Public Meeting - After the preliminary plans have been reviewed and approved by the CITY, the ENGINEER shall prepare project exhibits, and attend public meeting to help explain the proposed project to residents. The CITY shall select a suitable location, prepare and mail the invitation letters to the affected customers. The ENEINEER shall coordinate with the CITY GIS staff to identify affected property owners/ residents and develop a spreadsheet listing addresses of those to invite to the public meeting. 2.5 Utility Clearance - The ENGINEER will consult with the CITY's Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. - The ENGINEER shall upload individual DWF files for each plan sheet of the approved preliminary plan set to the designated project folder in Peoplesoft for Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 27 of 46 forwarding to all utility companies which have facilities within the limits of the project. The DWF files should be created directly from the CAD files as opposed to PDF files. ASSUMPTIONS - All storm water calculations and design shall conform to the current CITY iSWM Criteria Manual for Site Development and Construction. - Half size plans and specifications will be reviewed at a project update meeting - The FMs front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications if needed. - DWF files created from design CAD drawings will be uploaded to the designated project folder in Peoplesoft. - All submitted documents and checklists will be uploaded to the designated project folder in Peoplesoft - Full size drawings will be delivered for Utility Clearance. - ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Preliminary Design drawings and specifications B. Preliminary iSWM Checklist C. Utility Clearance drawings D. Geotechnical Report E. Estimates of probable construction cost F. Public Meeting exhibits TASK 3. FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). - Upon approval of the Preliminary plans, ENGINEER will prepare construction plans Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 28 of 46 as follows: - Final iSWM Checklist in accordance with the current iSWM Criteria Manual for Site Development and Construction. - Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows - The ENGINEER shall submit Final Plans (100%) to the CITY at the end of the Bid Documents period per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. - The ENGINEER shall submit a final design estimate of probable construction cost with the 100% design packages. This estimate shall use standard CITY and FAA bid items. ASSUMPTIONS - 2 sets of half size drawings and 2 specifications will be delivered for the 100% Design package. - A DWF file for the 100 % Design will be created from design CAD drawings and will be uploaded to the project folder in Peoplesoft. DELIVERABLES A. Final iSWM Checklist B. 100% construction plans and specifications. C. Detailed estimates of probable construction costs including summaries of bid items and quantities using the CITY's standard bid items and format. D. Original cover mylar for the signatures of authorized CITY officials. TASK 4. BID PHASE SERVICES. ENGINEER will support the bid phase of the project as follows. 4.1. Bid Support - The ENGINEER shall upload all plans and contract documents onto Peoplesoft for Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 29 of 46 access to potential bidders. - Contract documents shall be uploaded in a .xis file. - Unit Price Proposal documents are to be created utilizing CFW Bidtools only and combined in a specified spreadsheet workbook, Bid Proposal Worksheet Template, and will be populated and configured so that all pages are complete and the Summary Worksheet(s) in the workbook detail and automatically summarize the totals from the inserted Unit Price Proposal document worksheets. - Plan Sets are to be uploaded to Peoplesoft in two formats, .pdf and .dwf files. The .pdf will consist of one file of the entire plan set. The .dwf will consist of individual files, one for each plan sheet, and will be numbered and named in a manner similar to that of the plan set index. - The ENGINEER shall sell contract documents and maintain a plan holders list on Peoplesoft from documents sold and from Contractor's uploaded Plan Holder Registrations in Peoplesoft. - The ENGINEER will develop and implement procedures for receiving and answering bidders' questions and requests for additional information. The procedures shall include a log of all significant bidders questions and requests and the response thereto. The log shall be housed and maintained in the project's Peoplesoft folder titled Request for Information. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders questions and requests, in the form of addenda. The ENGINEER shall upload all approved addenda onto Peoplesoft and mail addenda to all plan holders. - Attend the prebid conference in support of the CITY. - Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. - When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. - Attend the bid opening in support of the CITY. - Tabulate and review all bids received for the construction project, assist the CITY in evaluating bids, and recommend award of the contract. A copy of the Bid Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 30 of 46 Tabulation and the CFW Data Spreadsheet created utilizing CFW Bidtools only are to be uploaded into the project's Bid Results folder on Peoplesoft. - Incorporate all addenda into the contract documents and issue conformed sets. ASSUMPTIONS - The project will be bid only once and awarded to one contractor. - PDF, DWF and DWG files will be uploaded to Peoplesoft. DELIVERABLES A. Addenda B. Bid tabulations C. Recommendation of award D. Construction documents (conformed, if applicable) E. CFW Data Spreadsheet TASK 5. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 5.1 Construction Support - The ENGINEER shall attend the preconstruction conference. - After the pre-construction conference, the ENGINEER shall provide project exhibits and attend public meeting to help explain the proposed project to residents. The CITY shall select a suitable location and mail the invitation letters to the affected customers. - The ENGINEER shall visit the project site at requested intervals as construction proceeds to observe and report on progress. - The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 31 of 46 review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals in Peoplesoft. - As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, review change orders, and make recommendations as to the acceptability of the work. - The ENGINEER shall attend the "Final" project walk through and assist with preparation of final punch list. 5.2 Record Drawings - The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. The following information shall be provided by the CITY: - As-Built Survey - Red-Line Markups from the Contractor - Red-Line Markups from City Inspector - Copies of Approved Change Orders - Approved Substitutions - The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. - The following disclaimer shall be included with the Record Drawing stamp: o These Record Drawings were prepared using information provided by others and represent the as constructed conditions to the extent that documented changes were provided for recording. The ENGINEER assumes no liability for undocumented changes and certifies only that the documented changes are accurately depicted on these drawings. - The ENGINEER shall submit a set of sealed Final Drawings, modified and stamped as Record Drawings, on mylar for record storage. The ENGINEER may keep Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 32 of 46 copies of the information provided by the CITY for their files, but all original red- lined drawings shall be returned to the CITY with the mylars. - Record Drawings shall also be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file and DWF format. There shall be one (1) PDF file and one (1) DWF file for the TPW plan set and a separate PDF and DWF file for the Water plan set. Each PDF and DWF file shall contain all associated sheets of the particular plan set. Singular PDF and DWF files for each sheet of a plan set will not be accepted. PDF and DWF files shall conform to naming conventions as follows: o TPW file name example - "W-1956_org47.pdf' where "W-1956" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "47" shall be the total number of sheets in this file. Example: W-0053_org3.pdf and K-0320_org5.pdf o Water and Sewer file name example - "X-35667_org36.pdf' where "X- 35667" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "36" shall be the total number of sheets in this file. Example: X-12755_org18.pdf - Both PDF and DWF files shall be uploaded to the project's Record Drawing folder in Peoplesoft. - For information on the proper manner to submit files and to obtain a file number for the project, contact the Department of Transportation and Public Works Vault at telephone number (817) 392-8426. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. ASSUMPTIONS - 4 site visits are assumed. - 1 submittal reviews are assumed. - 2 RFI's are assumed. - 2 Change Orders are assumed. - One copy of full size (22"x34") mylars will be delivered to the CITY Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 33 of 46 DELIVERABLES A. Public meeting exhibits B. Response to Contractor's Request for Information C. Review of Change Orders D. Review of shop drawings E. Final Punch List items F. Record Drawings TASK 6. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 6.1 . Design Survey - ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy, and have qualified arborist identify species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. - The minimum survey information to be provided on the plans shall include the following: o A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1 :400; o The following information about each Control Point; ■ Identified (Existing. CITY Monument #8901, PK Nail, 5/8" Iron Rod) Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 34 of 46 ■ X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. ■ Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). o Coordinates on all P.C.'s, P.T.'s, P.I.'s, Manholes, Valves, etc., in the same coordinate system, as the Control. o No less than two horizontal bench marks, per line or location. o Bearings given on all proposed centerlines, or baselines. o Station equations relating utilities to paving, when appropriate. 6.3. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) to Quality Level B, as described below. The SUE shall be performed in accordance with Cl/ASCE 38-02. Quality Level D - Conduct appropriate investigations (e.g., owner records, County/CITY records, personal interviews, visual inspections, etc.), to help identify utility owners that may have facilities within the project limits or that may be affected by the project. - Collect applicable records (e.g., utility owner base maps, "as built" or record drawings, permit records, field notes, geographic information system data, oral histories, etc.) on the existence and approximate location of existing involved utilities. - Review records for: evidence or indication of additional available records; duplicate or conflicting information; need for clarification. - Develop SUE plan sheets and transfer information on all involved utilities to appropriate design plan sheets, electronic files, and/or other documents as required. Exercise professional judgment to resolve conflicting information. For information depicted, indicate: utility type and ownership; date of depiction; quality level(s); end points of any utility data; line status (e.g., active, abandoned, out of service); line size and condition; number of jointly buried cables; and encasement. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 35 of 46 Quality Level C (includes tasks as described for Quality Level D) - Identify surface features, from project topographic data and from field observations, that are surface appurtenances of subsurface utilities. - Include survey and correlation of aerial or ground-mounted utility facilities in Quality Level C tasks. - Survey surface features of subsurface utility facilities or systems, if such features have not already been surveyed by a professional surveyor. If previously surveyed, check survey data for accuracy and completeness. - The survey shall also include (in addition to subsurface utility features visible at the ground surface): determination of invert elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities, furnished by utility owners for design purposes. - Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. - Update (or prepare) plan sheets, electronic files, and/or other documents to reflect the integration of Quality Level D and Quality Level C information. - Recommend follow-up investigations (e.g., additional surveys, consultation with utility owners, etc.) as may be needed to further resolve discrepancies. - Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. Level B (includes tasks as described for Quality Level C) - Select and apply appropriate surface geophysical method(s) to search for and detect subsurface utilities within the project limits, and/or to trace a particular utility line or system. - Based on an interpretation of data, mark the indications of utilities on the ground surface for subsequent survey. Utilize paint or other method acceptable for marking of lines. - Unless otherwise directed, mark centerline of single-conduit lines, and outside edges of multi-conduit systems. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 36 of 46 - Resolve differences between designated utilities and utility records and surveyed appurtenances. - Recommend additional measures to resolve differences if they still exist. Recommendations may include additional or different surface geophysical methods, exploratory excavation, or upgrade to Quality Level A data. - As an alternative to the physical marking of lines, the ENGINEER may, with CITY's approval, utilize other means of data collection, storage, retrieval, and reduction, that enables the correlation of surface geophysical data to the project's survey control. Level A - Expose and locate utilities at specific locations. - Tie horizontal and vertical location of utility to survey control. - Provide utility size and configuration. - Provide paving thickness and type, where applicable. - Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. 6.4. Construction Survey - The Construction survey will be performed by the Contractor. - Be available to the CITY on matters concerning the layout of the project during its construction ASSUMPTIONS DELIVERABLES A. Copies of field survey data and notes signed and sealed by a licensed surveyor. B. Drawing of the project layout with dimensions and coordinate list. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 37 of 46 C. SUE plan drawings sealed by a professional engineer registered in the State of Texas. TASK 7. PERMITTING. ENGINEER will provide permitting support for the CITY to obtain any and all agreements and/or permits normally required for a project of this size and type, as follows. 7.1 . Storm Water Pollution Prevention Plan - For projects that disturb an area greater than one (1) acre, the Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention - Plan (SWPPP) with appropriate regulatory agencies. The Engineer will prepare the iSWM Construction Plan according to the current CITY iSWM Criteria Manual for Site Development and Construction which will be incorporated into the SWPPP by the contractor. TASK 8. PLAN REVIEW. - ENGINEER will provide review of construction plans develop by third parties for development on airport property. The reviews will be performed to check for compliance with FAA or applicable agency requirements and consistency with the Airport's Master Plan. Additional Services not included in the existing Scope of Services - CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY's written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: - Negotiation of easements or property acquisition. - Services related to development of the CITY's project financing and/or budget. - Services related to disputes over pre-qualification, bid protests, bid rejection and re- bidding of the contract for construction. - Construction management and inspection services. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 38 of 46 - Performance of materials testing or specialty testing services. - Services necessary due to the default of the Contractor. - Services related to damages caused by fire, flood, earthquake or other acts of God. - Services related to warranty claims, enforcement and inspection after final completion. - Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. - Performance of miscellaneous and supplemental services related to the project as requested by the CITY. - TASK 9. GENERAL AIRPORT ENGINEERING SERVICES ENGINEER will provide services for minor engineering services not tied to larger projects such as, but not limited to: planning and design services, permitting assistance, bid and proposal development services, pavement condition evaluation, pavement evaluation training for airport personnel, management and repair, drainage study and improvements, negotiation of easements and property acquisitions, public meetings to discuss airport- related topics, geotechnical investigation, construction surveying services, services related to development to the City's project financing/budget, services related to disputes over pre-qualification, bid-protests, bid rejection and re-bidding of the contract for construction, construction management and inspection services, performance of materials testing or specialty testing services, services necessary due to the default of a contractor, services related to damages caused by fire, flood, earthquake or other acts of God, services related to warranty claims, enforcement and inspection after final completion, services to support, prepare, document, defend or assist in litigation undertaken or defined by the City, and perform miscellaneous and supplemental services related to a non-grant related project as requested by the City. Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 39 of 46 ATTACHMENT B AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES CSC. No. <NONE> ATTACHMENT C VERIFICATION OF SIGNATURE AUTHORITY FORM Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Position: Signature Name: Position: Signature Name: 9-St Signature of President/ CEO Other Title: vice President Date: 8/16/2022 ATTACHMENT D-TASK ORDER TEMPLATE TASK ORDER NO. _ City of Fort Worth, Texas Meacham International Airport(FTW) This TASK ORDER ("Task Order") is made by and between the City of Fort Worth, Texas (hereinafter referred to as "Client") and Garver, LLC, (hereinafter referred to as "Garver") in accordance with the provisions of the MASTER AGREEMENT FOR PROFESSIONAL SERVICES executed on (the "Agreement"). Under this Task Order, the Client intends to have Garver perform [Insert Services/Project Title] at Meacham International Airport. Garver will provide professional services related to these improvements as described herein. Terms not defined herein shall have the meaning assigned to them in the Agreement. 1. SCOPE OF SERVICES Garver's work and services to be provided and performed by Garver under this Agreement will include assisting the Client in [Insert Services description]. 1.1. Example of services covered, but not limited to under this Agreement are providing the following Services: 1.1.1. [Insert text here [or] in Appendix A as needed.] 1.2. In addition to those obligations set forth in the Agreement, Client shall: 1.2.1.[Insert text here] 2. PAYMENT The Client will pay Garver an amount not to exceed [$XX,XXX.XX]. The Client will pay Garver the amount above under in the terms set out in accordance with the provisions of the Agreement. This Task Order may be executed in two (2) or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Approval and acceptance of this Task Order, shall incorporate this document as part of the Agreement. Garver is authorized to begin performance upon receipt of a copy of this Task Order signed by the Client. The effective date of this Task Order shall be the last date written below. Task Order No. # 1 FTW On-Call Service City of Fort Worth, Texas GARVER, LLC By: By: Signature Signature Name: Name: Printed Name Printed Name Title: Title: Date: Date: Task Order No. # 2 FTW On-Call Service ATTACHMENT FORT WORTH. City of Fort Worth Federal Contract Provisions FCP-1 GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. FCP-2 CIVIL RIGHTS — TITLE VI ASSURANCES COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on thegrounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 44 of 46 determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration,as appropriate,and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling,terminating,or suspending a contract,in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition,the Contractor may request the United States to enter into the litigation to protect the interests of the United States. TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor') agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race,color,national origin); • 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 USC Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 45 of 46 §4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race,creed,color,national origin,or sex); • The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 — 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race,color,national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 USC 1681 et seq). Master Services Agreement for Engineering Related Design Services For Meacham International Airport Between City of Fort Worth And Garver, LLC Page 46 of 46