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HomeMy WebLinkAboutContract 58553 CSC No. 58553 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Dunaway Associates, LLC, authorized to do business in Texas, (the "ENGINEER"), for a PROJECT generally described as: Botanic Garden Rolling Hills Greenhouse. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment "K— Scope of Services; 3. Attachment "B"—Verification of Signature Authority Form. Attachments "A" and "B", 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 Attachments "A" or "B" 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 A. The Scope of Services is set forth in Attachment "K. Article II Compensation A. The ENGINEER's compensation shall be in the amount of $39,882.00 as set forth in Attachment"K. B. If applicable, upon completion, the Architect may, at its option, utilize the Project to qualify for the Energy Efficient Commercial Building Federal Tax Deduction (179D) as permitted under IRS guidelines. If requested, the Owner shall acknowledge the Architect as the "Designer' of the Project by completing an allocation form (that Architect will provide) and shall allow the Architect's independent third-party evaluation firm (and its licensed inspector) reasonable access to perform a one-time, on-sire inspection and certification of the Project's HVAC, interior lighting and/or building envelope systems. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services OFFICIAL RECORD Revised Date:9/27/2021 Page 1 of 19 CITY SECRETARY FT.WORTH,TX 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. Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment "A". 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 2 of 19 The standard of care applicable to the ENGINEER's services will be the degree of skill and diligence normally employed in the State of Texas by professional engineers or consultants performing the same or similar services at the time such services are performed. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering 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 "K. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the drawings of all plans in electronic format and in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 3 of 19 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 the Contract Documents, nor shall anything in the Contract Documents or the agreement between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (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 "K. (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. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 4 of 19 G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the Contract Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accord with the City of Fort Worth Business Diversity Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Engineer acknowledges the MBE and SBE goals established for this contract and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 5 of 19 and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (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 insured under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions by endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 6 of 19 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 not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — the ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 7 of 19 a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be delivered to the CITY prior to ENGINEER proceeding with the PROJECT. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. d. Any failure on part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 8 of 19 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 as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 9 of 19 O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment "A" to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment "A". 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 10 of 19 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 "K. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 11 of 19 construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this section V.H. shall be construed as a waiver of any right the CITY has to 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 will ensure that Builders Risk/installation insurance is maintained at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. 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 of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 12 of 19 CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment "A". A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated only by the City for convenience on 30 days' written notice. This AGREEMENT may be terminated by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with in 5 days of written notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 13 of 19 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' compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify, hold harmless, and defend the CITY against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Interpretation Limitations on liability and indemnities in this AGREEMENT are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors. I. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 14 of 19 its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. J. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. K. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. L. Immigration Nationality Act City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 15 of 19 M. No Boycott of 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. N. Prohibition on Boycotting Energy Companies Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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 Vendor 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 16 of 19 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 17 of 19 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and barc'v aue.4 &6o administration of this contract, including By. Dana Burghdoff( c6,202 9:02CST) ensuring all performance and reporting Name: Dana Burghdoff, AICP requirements. Title: Assistant City Manager Date: Dec 6, 2022 By: Approval Recommended: Name: Brian Glass Title: Asst. Property Management Director ,JS;�� Approved as to Form and Legality: By. Steve .(Nov 1b,20t.57 CST) Name: Steve Cooke Title: Director, Property Management Dept. st�� an Fonr°°na By: o°° koAa Attest: '=p Name: John B. Strong Title: Assistant City Attorney caan nexa544 ao�" Contract Authorization: B ette S.Goodall(Dec 7,2022 09: ST) MOtC N/A Y Name: Jannette Goodall Title: City Secretary VENDOR: Dunaway Associates, LLC d By: ack(Nov 14,202212:46 CST) Name: Joe Noack Title: Engagement Manager, Principal Date: Nov 14,2022 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 18 of 19 ATTACHMENT "B" VERIFICATION OF SIGNATURE AUTHORITY Consultant hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant 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 Consultant. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Joe Noack ack(Nw 14,202212:46 CST) Signature of President/ CEO Other Title: Engagement Manager, Principal Date: Nov 14,2022 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:9/27/2021 Page 19 of 19 DUNAWAY ATTACHMENT A To: Don Isaacs Registered Architect Dunaway No. P0O869.017 City of Fort Worth FWBG/ BRIT November 4, 2022 Property Management Department 401 West 13th Street Reference: Proposal for Professional Services Fort Worth, Texas 76102 Rolling Hills Greenhouse in Fort Worth, TX From: Don: Nicholas Powell, PE Discipline Lead Dunaway Associates, LLC (Dunaway) is pleased to submit this proposal for professional civil engineering services on the above-referenced Dunaway Location Project. Based on the exhibit FWBG/BRIT sent us on July 14, 2022 550 Bailey Avenue (Attached as Exhibit A), we believe the following scope of services will Suite 400 meet the needs of the City of Fort Worth / Fort Worth Botanic Gardens / Fort Worth,TX 76107 Botanic Research Institute of Texas (FWBG/BRIT) (Client) for this Project. Proiect Understanding The project is located approximately 1,600 linear feet northeast of the intersection of Campus Drive & Joe B. Rushing Road in South Fort Worth. (Exhibit A). The current condition of the site is an open field with some dirt excavation storage towards the north end. These stockpiles should not have to be relocated for this project. It is assumed that the client will provide a land plan for use in engineering design. The project is expected to consist of paving, grading, and utilities to serve a proposed greenhouse, as shown in Exhibit A. It is assumed that Dunaway will be responsible for civil engineering drawings only and that any necessary permitting will be handled by the client. It is also assumed that there will be no public improvements (City) included with this project. Any easement shown to be dedicated as part of Exhibit A will be dedicated under a separate contract and are not part of this proposal. It is understood that a topographic survey by Dunaway in a previous contract may be used for this project. Current City of Fort Worth GIS mapping shows existing water & sanitary sewer adjacent to the site. For this proposal, it is assumed that the project may connect to those services and that no loading studies will be required by the City. If such a study is required, it may be added later as an additional service. Since the area of disturbance is less than 1.0 acres and the site is not being platted, it is assumed a drainage study will not be required for this project. If the City requires one, it may be added later as an additional service. dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 2 Executive Fee Summary Final Design.......................................................$33,700 Lump Sum &$2,600 Hourly Estimate 1. Construction Documents- Private Improvements ...........................$17,000 Lump Sum 2. Geotechnical Investigation..................................................................$3,500 Lump Sum 3. Gravel Access Road..............................................................................$9,200 Lump Sum 4. Topographic Survey...............................................................................$4,000 Lump Sum 5. Owner Meetings and Conference Calls......................................$2,600 Hourly Estimate Construction Phase...............................................................................$2,800 Hourly Estimate 6. Civil - Construction Administration ...............................................$2,800 Hourly Estimate Total: Lump Sum Services $33,700.00 Hourly Estimated Services $5,400.00 2%Administrative Fee $782.00 GRAND TOTAL $39,882.00 FEE Dunaway proposes to provide the scope of work described below for a fee as shown above, plus a 2% administrative fee, direct expenses, and any applicable State Sales Tax. All administrative and application fees required by review authorities will be paid by the Client and are not included in Dunaway's proposed fee. DETAILED SCOPE OF WORK FINAL ENGINEERING 1. Construction Documents - Private Improvements - Dunaway will prepare construction documents for the private improvements required for this Project. These construction documents will be signed and sealed by a Registered Professional Engineer licensed in the State of Texas. Any changes to the Construction Documents which result in a substantial change in the Project shall be considered additional services.A substantial change would include a change in (i) the size or complexity (ii) the Owner's schedule or budget for the Cost of Work, or (iii) procurement or delivery method. Any Services to correct errors by Dunaway in the Construction Documents or efforts to correct the Construction Documents to conform to previous instructions from the Owner shall not constitute additional services. A tentative list of drawings to be prepared for this Project follows: Engineering Site & Control Plan Coordinate Control Plan & List Paving, Grading & Drainage Plan Utility Layouts dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 3 Erosion Control Plan & Details Construction Details Dunaway expects the work on this project to include paving, grading and utility connections to serve the proposed greenhouse. It is assumed the adjacent public utilities have capacity for this development and any improvements to public infrastructure are not included as part of this proposal. However, if required by the City they may be added at a later time. 2. Geotechnical Investigation - Dunaway will engage a subconsultant to provide a geotechnical investigation of the site with a deliverable in the form of pavement recommendations for a fire access gravel road from Campus Drive to the site. 3. Gravel Access Road -Dunaway will provide engineering drawings for a gravel access road as shown in Exhibit B. This will include plan and profile and adjacent drainage bar ditches (if necessary). This item will not include a geotechnical investigation or specifications as to the typical section of the roadway. It is assumed the Owner will provide Dunaway with this information for use in engineering design. 4. Topographic Survey - Dunaway will provide a Topographic Survey of the hatched area as shown on the attached Exhibit "A." One-foot interval contours will be developed based upon the results of the measurements taken. Existing visible utility facilities will be located and depicted on the face of the survey, along with any other visible improvements situated within the defined area. The vertical datum upon which the elevations are based will be the City of Fort Worth. As Owner of the property, Client hereby authorizes Dunaway to enter upon the property for the purposes of conducting Dunaway's work thereon. If the Client is not the Owner of the property, the Client is to obtain such authorization from owner and provide same in writing to Dunaway at the same instance that Dunaway receives the written notice to proceed. 5. Owner Meetings and Conference Calls - Dunaway will attend required project/design coordination meetings and conference calls on an as-needed basis. As part of the base scope of services we have included up to fifteen (15) man-hours for this effort. If additional time is required by the Owner, we can perform this service on an hourly basis_ CONSTRUCTION PHASE 6. Civil - Construction Administration - Once the 100% Construction Drawing plans are completed or the Building Permit is issued, Dunaway has completed the Base Scope of Services. Any additional revisions to the construction documents, construction meetings, value engineering changes, or construction administration items will be billed as an hourly service. Dunaway will provide construction administration services as follows: dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 4 a. Review and respond on the Client's behalf for shop drawing submittals related to elements of the design for which Dunaway is responsible. b. Review and respond to written Requests for Information from the Client's contractor regarding elements of the design for which Dunaway is responsible. C. Attend additional meetings as necessary during construction. Only those services specifically mentioned in the Scope of Work section are offered as part of this proposal. ADDITIONAL SERVICES (not included in proposal) The following is a list of some, but not necessarily all, of the services that can be useful or required for a Project of this type.The listed services have not been included in this proposal. Dunaway can provide or sub-consult many of these services if desired by the Client. If the Client determines any of these services is desired, Dunaway can coordinate with the client to include those chosen services into the project. 1. Flood studies for changes to FEMA flood maps. 2. Phase 1 and Phase 2 Environmental Site Assessments. 3. Wetlands delineations and Section 404 permitting through the US Army Corps of Engineers. 4. Electrical site lighting design. 5. Detention pond design or analysis. 6. Design Elements within 5-foot outside of the proposed building improvements are not included in the civil and landscape scope. 7. Design of franchise utilities (gas, electric, telephone and cable TV) will be conducted by the franchise utility companies. Usually, each franchise utility company will provide its own design. If desired, Dunaway will show the conduit for each of these on our drawings provided that the size, number, and material for each conduit is provided to Dunaway by the utility company. 8. Construction Staking - This service can be provided, if requested, and will be authorized under a separate proposal or included in this one at the Client's option. 9. Surveying services such as boundary surveys and as-built surveys and easements by separate instrument are not included unless specifically mentioned in the scope of work. 10. Design of off-site public utility extensions is not included unless specifically listed in the proposed scope of work. dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 5 11. Design of off-site paving improvements is not included unless specifically listed in the proposed scope of work. 12. Soil Investigation/Laboratory Testing - Dunaway recommends that the Client retain an independent laboratory for use in any testing required during the design phase, i.e., for density approval in the street rights-of-way, and for any site excavation and embankment that might be required for this Project. 13. Construction inspection services are not included. Dunaway does not provide construction inspection services. Normally, we recommend that the Client retain a geotechnical engineering consultant to provide construction inspection services for private improvements. 14. Since the site is under 1 acre of disturbance, no Storm Water Pollution Prevention Plan (SWPPP) or Grading Permit will be required by the City of Fort Worth. 15. Redesign efforts related to scope of work or building footprint changes after significant design efforts have begun or redesign efforts to meet construction budgets are not included. If this proposal meets with your approval, please sign below and return one copy to our office as our notice to proceed. We appreciate the opportunity to assist you with this Project and look forward to its success. Respectfully submitted, DUNAWAY ASSOCIATES, LLC, a Texas limited liability company i ichola II, PE Discipline Lead Attachments: Exhibits NJP/lau G:\Production500\000800\B000869\Proposal\017\P00869.017 Rolling Hills Civil Proposal-2022-1101.docx dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 6 Exhibit A s�0.yiy9'' o��w�pa 0. �I �I '71.2.;sa-�T_/.t neo ncGFs LIN OF FMT fY0R111.lE%As VlILNwE PAGE 21Q, O.-R.i.0 i. e° I i �� R - cROPosEo ceEr_N 11 I R�nvn lo•cns usonEw, I EKlsnno srE Po, so.r../azaz ncRE�_ __ _ _ -- �• � a Tv�r ElEcmlc Ee-- _ _____�__ ,.�aaoaosm lo•sewsA wnwxn�,ucs nAEn___._ s.—so—I.T/o.ore A— o,sTT so-�a�ow.z>ocE wuRiw�naE•Ru IXI511NG BWLdNG dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 7 EXHIBIT "A„ q � 100 SCALE FEET 1"a 100' 1 ' HATCHING = TOPOGRAPHIC SURVEY LIMITS A DUNAwAy mm k4ey Avawe•&PC 4w•port Woft Tams 76107 Tel:817M.1121 DATE: AUGUST 29. 2022 RRMItEGISMADOM1DD381D6 DUNAWAY JOB NO, P000869.017 dunaway.com DUNAWAY Proposal for Professional Services Rolling Hills Greenhouse in Fort Worth,TX Page 8 Exhibit B 4 Project Site a °r dunaway.com We believe Dunaway Engineering is best qualified to complete site engineering and related work on the Rolling Hills project. Their staff have a lot of information and understanding of the project other consultants would not have. This is based on their previous work on the site through BRIT,which included: A boundary Survey of the proposed lease/building site, including proposed utility easements. These documents were used by Park& Recreation to successfully request Park Board approval of Chapter 26 waivers and a waiver of platting requirements. A topographical study of the proposed lease/building site that has been used to complete building siting, drainage, and grading plans. A number of similar projects at the Botanic Garden familiarizing Dunaway with garden and city staff/procedures needed to meet very tight deadlines for a project with funding expiring in July 2023.