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HomeMy WebLinkAboutContract 44626 CITY SECR CONTRAM NO., 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 t "CITY"), and Freese and Nichols,ls, Inc., authorized to do business in Texas, t "ENGINEER"), fir a PROJECT" generally described as: Fossil Crash and Riverside Drive Roundabout I ran r ments (City Project No. 01810). Arficle I Scope of Se *ices A. The, Scope of Services is set forth in Attachment A. ArtcIe LI Compensation A. the E'N'GINE R's compensation shall he 'in,, the amount of$45,430.00 as set forth in Attachment B. Article III 'Terms of Payment Paym nts to the ENGINEER R will be made as follows . Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to, m�ee,t:ingi the ire uire tints set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices., (2); The ENGINEER gill issue monthly invoices for all work performed under this AGREEMENT. Invoices ices pure due and payable within 30 days of receipt. (3) Upon colmplletion of services+ s enumerated in Article I, the final payment of any balance will he due within 30 days of receipt of the final i nv lice. City of Fart Worth,Texas Standard Agreement for Engineering Related Design Services PM Official Release'Date:1/28!201 I Re e 1 of 16 CITY SECRETARY RECEIVED JUL 15 2013 Ft 'WORTH; TX (4) In thle 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 o:r portion thereof. No interest will accrue on any contested portion of the b�i'lling until mutually resolved., (5) If'thle 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,1 suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER s,halll have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Arficle IV Obligations of the Engineer Amendments to Article I:IV, if any, are included in Attachment C. A. General The ENGINEER wil�l serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultatilon, and advice and furnishing customary services incidental thereto. B. Standard of Care The standard of care applicable to the ENGINEER's services will be the 1 degree of skill and diligence normally empiloyed in the State of Texas by professional enlg�inieers or consultants performing the same or similar services at the time such services are performed. C. Subsurface Invesfigations (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 investigaflons, in connection with design and engineering work to be performed hereunder. The ENIGI,IN:EER 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. City of Fort Worth,Texas i Standard Agreement for Engineering Related Design Services, PMO Official Release Date,:1/28/2013 Page 2 of 10 (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics, may vary significantly between successive test points and sample interval's 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/oir execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Dirawinigs 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 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 ENGINES `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 oir any other entity Of their obligations, duties, and responsi�biliities, 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 Con-tract 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 oir its, personnel shall have no obligation or responsibility to visit the construction site to, become farniliar with the progress or quality of the compileted 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 cons-trued as requiring City of Fort Worth,Texas, Standard Agreement for Engineering Related Design Services PMO Official Release Date:11/28/2013 i Page 3 of 1116 .................... ............... ENGINEER to make exhaustive or continuous one-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENS INEE makes, o�n-si'te ob�servation(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, Scolpe 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. 81 (2), In providing opi:niions of cost,, financial anlialyses, 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 equipiment or structures that may affect operation or maintenance costs; competitive bidding rocedures and market clonditlions; time or quality of performance by third parties; quality,1 type, ,I- and other economic management, or direction of operating personne , 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. Construttion, 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 City of Fort Worth,Texas Standard Agreement for IEngineeri�ng:Related Design Services PMT 1 Official Release Date: 1/28/2013 Page 4 of 16 lip, matters at issue between the CITY and the construction contractor that affect the amount that should be p�aid�., H. Record Drawings Record drawings, if required,, will be prep,ared,l 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 construct�ed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into, the record drawings. M. Minority Business and S�mall 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 entierprises iin City contracts. Engineer acknowledges the MBE and SBE goals established for this contract and its accepted written commitment to MBE and SBE participation. Any misrepresentat�ion of facts, (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may res,u�lt 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 notice, of intended audits., (2) ENGINEER, further agrees, to include in all its subcons,ultant agreements, hereunder a provision to the effect that the s,ubconsultant 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services PM Official Release Date:1/28:/2013 Page 5 of 16 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) he,reof. 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 hex Administrative Code in effect as of the time copyi I ng 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 $1 000,000.001 per each: occurrence with a $2,0010,,000.00 aggregate. If such Commercial General Liability insurance contains a generali 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 nulllify: premises/operations, products oorm pleted operations, contractual�, personal injury, or advertizing injury, which are normally contained within the policy, unless, the CITY approves such exclusions in writing'. I 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 liabillity and, if necessary, commercial urnibrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability ariis,ing 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-own�ed is City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services PM01 Official Release,Date:i/28/2013 Page 6 of 16 acceptable. i. ENGINEER waives all rights against the CITY and its agents, o,ffi'lcers, directors and empiloyetis for recovery of damages to, the extent these damages are covered by the business, auto liability or commercial umbreilla lliiabillity insurance obtained by ENGINEER, pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation —ENGINEER shall maintain workers complensafion 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, w,ith $500,0100.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the A extent these damages are covered by workers compensation and emplo:yer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d., Professional Liability — the ENGINEER shall maintain professional I with a minimum Of $130001 000!.00 per liability, a claim�s-made policy, I claim and aggregate. The policy shall contain a retroactive data 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 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, officiate,, 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. City of `off.Worth,Texas Standard Agreement for Engineering Related Design Services PM O Official Release date: 1/28/20,13 Page 7 of 16 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 ploilicies must be authorized to do business in the State of Texas and have a minimum rating of AM 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. Applicabl le policies shall each be endorsed with al waiver of subrogation in favor of the CITY as respects the PROJECT. I The C,ITY 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 ENGII EER 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 coincidenit 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 claims­made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of' the PROJECT until final payment ands termination of any coverage required to be maintained aft er final payments. 1. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date:1/28/2013 Page 3,of 111 6 m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivailent insurance coverage as required foir the ENGINEER. When sub consultants/subcontractors maintain in i surance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. Li. 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. Misclosure 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 finiancial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with at 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 finial 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: of portions of the PROJECT to permit testing and evaluation. (2) If asbestos r other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of' a qualified subcontractor to ma�nage the remiediation activities of the PROJECT. 014 Permi"ttlong Author"Ifies - Design Changes If permitting authorities require design changes so as to comply with pub�lished 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,i if design changes are required due to the changes in the permitting authorities' publ'ished 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 C ity of Fort Worth,Texas Standard Agreement,for Engineering Related Design Services PM O Official Release Date:1/28/2013 Page 9 of 16 ................................. amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attach�menit D to this AGREEMENT. Arficle V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. 01ty-Furn'llshed Data ENGINEER may rely upon the accuracy, t1melinessi and completeness of i the information provided by the CITY. Bpi Access to Facififfiies, 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 facilifies as may be required in connection with the ENGINEER is 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 l�i�c,ensies required by local, state, or federal authorities; and land, easements, rights- o,f-way, and access necessary for the ENGINEERV's services or PROJECT construction., City of Fort Worth,Texas Slandard,Agreement for Engineering R,elated Des,ign Services PMO Official Release Date:1/28/2013 Page 1 0 of 16 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 GIN R'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. fo ion and Claims G. Contractor Indemn"ficat 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. Hill 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 City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services l Official Release Date: 112812013 Page 11 of 16 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. 1. 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 Risklinstallation 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' 0 insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Li"t'ligation Ass'I'stance 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 EI INNER, 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 ENGINE,ER'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 CITE' approval. City of Fart Worth,Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date:1/28120131 Page 1 2 of 16 Article VI General Legal Provis,ions Amendments to Article I, if any, are included in Aftachment C. AN 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 and copy or in electronic form, are, instruments of service for this PROJECT, whether the PROJECT is colmpleted or not. Reuse, change, or alt,erat,ioln 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 docu�ments,. 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 pre vent ENGINEER 11 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 elther 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 wim 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,' City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date: 1/2812013 Page 13 of 16 b.) Out-of-pocket expenses for purchasing electron,ilc data files end other data storage supplies or services; c.) The time requirernents 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. (31) P,riioir to proceeding with termination services,, the ENGINEER will i 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 I ►terrupfilon 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 in,terra pitlion, an equitable adjustment in the PRO,JECT"s schedule) commitment ,end cost of the ENGINEER's personnel and subcontractors,, and ENGINEER's compensation will be mad► . F. I rider ire ifficaflon In accordance walth Texas Local Government Code Seed oni, 271.9104, the a ENGINEER shall indemni'ffy, hold harmless, and defend the CITY against liabifflity for any damage caused by or resulting from an act of negligence, 1r ten tort, intellectual property "infr"ingernent, or failure to pay a subcontractor or supplier cornm*Itted by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over wh"ich the ENGINEER exercises contr . 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 plaftiles 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. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services PMO Official Release Date.- 1/28/2013 Page 14 of 16 I. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT,, its, interpretation and performance,, and any other claims, rellated to it. The venue for any litigation related to -this AGREEMENT' shall be Tarrant, County, Texas., J. Severablollity and Survival If any of the provisions contained in this. AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respecty such invalidity, illegality, or unenforceability will not affect any other provision, and this, AGREEMENT shall be construed as if such invalid, il!le�gal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VID., VI.F'.,, I.H.,, and I.I. shall survive term�inatiloin of this AGREEMENT for any cause., K. Obs,e�rv,e and Comply E IG�INEER 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,1 laws ord�inance�s and regulations, which may exist or may be, enacted later by governing bodies havingi jurisdiction or authority for such enactmient. N�io, plea of misunderstanding or, ignorance thereof s,halli 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. Article V11 Attachments, Schedules, and Signatures This AGRE EM ENincluding its attachments and schedules, constitutes, the entire T AGREEMENT', supersedes all pr�ior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schedules are hereby made a part of this,AGREEMENT: Attachment A - Scope of Services Attachment B — Compensation Attachment C -Amendments to Standard Agreement for Engineering Services Attachment D - Project Schied ale Attachment E - Location Map City of Fort Worthi,Texas Standard Agreernent for Engineering Related Design Services PMO O:fficial Release Date: 112812013 Page 15 of 16 Executed and effective this the ay 6 2013. Y0 CITY 01F FORT WORTH ENGINEER Freese and Nichols, Inc. Fernando Costa Chris B. Bosco, P.E. Assistant City Manager Principal 40 #mw Q1 Ir 0"w /3 Date:t : Z 13 Date. 7— APPROVAL RECOMMENDED: By- Doug I Iersi , P.E. Director, Transportation Xnd Public Works Department APPROVED S TO FORM AND M&CNo,.: LEGALITY' w �A A &C ate: NIA By: 0 Assistant City Attorney ��` Fqj TESL'. " ' �T � �r w A e ell a let) Mary J. Ka se� City Secretary A00000loo City of Fort Worth,Texas offlim Standard Agreement for Engineering Related Design Services Page 16 of 1 A fpro ATTACHMENT "A-I' Scope for Enqineerinq Desiqn Related Services for Street],rnprovements The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The project objective is the design of roundabout improvements for the intersection of Fossil Creek and North Riverside Drive. The project will include intersection improvements, minor drainage modifications, and street ligiht improvements. WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design Task 3. Preliminary Design — (Not In —To be added as separate contract. Task 4. Final Design —(Not Included) —To be added as separate contract. Task 5. Bid Phase Services — (Not Included) —To be added as separate contract. Task 6. Construction Phase, Services (blot Included) — To be added as separate contract. Task 7. ROW/Easement Services — (Not Included) —To be added as separate contract. Task 8. Survey control (Full! topographic survey for the project is Not included) ­To be added as separate contract. Task 9. Permitting (Not Included) —To be addled, as separate contract. TASK 1. DESIGN MANAGEMENT. I ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER I s and CITY's time and resources. ENGINEER will manalge, 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 teani 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 pro-deli'gn 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 City of Fort Worth,,Texas Attachment A PMO Release Date:017.23.2012 Page I of 6 V, pUVu uonduct and document monthly project update meetings (up to 2 meetings) with CITY Project Manager Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. Prepare and submit monthly progress reports in the format provided by the respective CITY Department. Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative month�ly, as required in Attachment D to this Standard Agreement, and according to the City of Fort Worth I s Schedule Guidance Document. Complete Monthlly M/WBE Report Form and Final Summary Payment Deport Form at the end of-the project Personnel and Vehicle Identification: When conducting site visit, to the, project location, the ENGINEER or any of its sub-cons Manta shall carry readily visible information identifying the name of the company and the, company representative. ASSUMPTIONS * 2 project coordination meetings are included in this scope of services. 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 I anticipated schedulle, changes F. Monthly M/W&E Report For and F'inal Summary Payment Report Form TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The, purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, andi to obtain the CITY's endorsement of this concept,. ENGINEER will develop the conceptual 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 project. ENGINEER will also identify and seek to obtain data for existing City of Fort Worth,Texas Attachment A PMO,Release Date:07.23.201!2 Page 2 of 6 conditions that may impact the project including* utilities, City M�as,teir Plans, and property own�e�rs,hip as available from the Tax Assessor's office. 0 Subsurface Utility Engineering (SUE) provided per Task 8. 2.2. The Roadway Design Conceptual Design Package shall include the following: • Conduct project site visits to observe existing conditions • 'Existing typical sections, of the roadway to be constructed along with proposed typical sections which outline the proposed improvements. Typical sections shall include existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalksl and retaining walls. • Develop a conceptual intersection layout to facilitate project communications and for use, as public, meeting exhibits • Preparations of Traffic Control Plan phasing sheets for construction of the roundabout. • Preparation of Pavement marking and s,ignage sheets • Prepare a plan set that includes, preliminary cover sheet, index of sheets, typical sections, conceptual plan layout (pending, survey), drainage area map, and construction details. • Estimates of probable construction cost. 2. . Publlic Involvement: • FNI will Coordinate and prepare for project (1) public meeting., a. Research neighborhood: associations and prepare invitation list., • FNI will attendi and conduct (1) public meeting. ASSUMPTIONS 0 5 sets of(11x17 of the project conceptual design plans will be submitted for City review. 0 City will mail out the public meetingi invitations for the public meeting. DELIVERABLES A. Conceptual plans will include roundabout layout, traffic coint,rol phasing plan, and pavement, marl' ing/signage design submittal will be provided for City Review. City of Fort Worth,Texas Attachment A PMO Release Date:07.23,2012 Page 3 of 6 ti TASK 3. PRELIMINARY DESIGN (60, PERCENT) — NOT included in this contract. These services will be added as a task order separate contract. TASK 14., FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT), — NOT included in this contract. These services will be added, as a task order by separate contract. TASK 54 BID PHASE SERVICES,— NOT included in this contract. These services will be added, as a task order by a separate contract. TASK 6. CONSTRUCTION PHASE SERVICES ­ NOT lincluded "In this contract. These ervice '11 be added as a task order by a separate contract. ss wi TASK 71. ROWEASEMENT SERVICES — NOT included in this contract. We do not 0 anticipate needed any right-way for this project, but if ternporary easements are needed those services will be added by task order as a separate contract. TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as, follows., 8.1. Design Survey 0 The City of Fort Worth is providing topographic and boundary survey services for the design of this project., 8.2. Subsurface U]Jility Engineering Provide Subsurface Utility Engineering (S,U,E)i 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, If as built 11 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. Qulalitv 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. City of Fort Worth,Texas Attac hi m ent A PM O Release Date,-07.2'3,20112 Page 4 of 6 The survey shall also include in addition to subsurface utiliity features, visible at the ground, surface): determination of inve,rt elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities) form s,had by utility owners for do, igin purposes. Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. Ulpdate or prepare�) plan sheets, eleictronlic 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 discr�epancies. Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. Levej, �Jnoludos tasks as described for Qualit Level.Q Select and apply appropriate surface geophiys,ical miethod(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 s,uirvey. Utilize paint or other method acceptable for marking of lines. • Unless otherwise directed, mark centerline of single-conduit lines, and outside edges of multi-cond�uit systems. 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 Qu�al�ilty Level A data. As, an alternative to the physical marking of lines, the, ENGINEER may, with CITY 11 s approval, utilize other means of data collection,, storage, retrieval, and reduction, that enables, the correlation of surface geolp�hysical data tothe project's survey control. • This scope of work includes locating horizontal location of the exist,ing, franchise utilities at the intersection and extending up,to 11 001' on each approach. ASSUMPTIONS 0 The City Fort Worth will provide electric survey data for development of the roundabout design. * Level l''B" SUE will be, included as part of this scope of services. DELIVERABLES A. Drawing of the existing utilities within the intersection will be included in the plan set. City of Fort Worth,Texas, Attachment A P Release Date.-07.23.2012 Page 5 of 6 TASK 9l. PERMITTING — NOT *Included "I'n this contract. These services Mill be added by,task order as separate contract, if needed. ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Add*ltl*onal Services not included in, the existing Scope of Services — CITY and ENGINEER agree that the following services are ble the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed,, upon the IT ''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 i upon in writing by both parties before the services are performed. These additional services, include the following., All services included in Task 3 — Preliminary Design, Task 4— Final Design�, Task 5 — Bid Phase Services, Task 6—Construction Phase Services, Task 7 - ROW/Easement Services, Task 9—Permitting of the City of Fort Worth Attachment "A" to Standard Agreement for Engineering Related Design Services Providing CIS mapping services or providing renderings, models or mock-ups at the request of't,he CITY. le Subsurface utility engineering services "A" so Additional field survey outside the limits defined in Work To Be Performed. ol Negotiation of easements or property acquisition. Services related to development of the CITY's project financing and/or budget,. e Services related to disputes over pre qualification, blid protests, bid rejection, and rel-blidding, of the contract for construction. Construction management and inspection services Performance of materlials testing or specialty testing services,. Services necelss,ary due to the default of the Contractor. Services related to damages caused by fire, flood, earthquake or other acts of Gold., 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. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. USACE Section 404 lire-Construction Notifications or Individual Permit. el Any additional, permit preparation,, application and/or coordination not specifically identified in this contract. City of Fort Worth,Texas Attachment A PMO Release Date:017.23.2012 Page 6 of 6 A /ATTACHMENT B COMPENSATION Design Services for Roundabout Design (intersection of Fossil Cree�k and Riverside Dr.,) City Project, No. 01810 Lump Sum Project 1. Corripensation A., The, ENGINEER shall be compensated a total lump sum fee of $45,413, .00 as summarized in Exhibit B-1 — Engineer Invoice and Section IV— Summary olf Total Project Fees. The total lurnp sum fee shall be considered full compensation for the services described in Attachment Al including, all labor materials, supplies, and equipment, necessary to deliver the services. B. The ENGINEER shall be paid monthly payments as described in Section 11 - Method of Payment. 11. Methold of Payment, A. Partial payment shalil, be made to the ENGINEER monthly upon City's approval of an invoice prepared and submitted by the ENGINEER in the format and including content as presented in Exhibit B-1, Progress Reports as required in item Ill. of this Attachment B, and Schedule as req,uired in Attachment D to this Agreement'. B. The estimated current physical percent complete as req,ui,red on the invoice shall be calculated from the progress, schedule as, required in Attachment D to this, Standard' Agreement and according to the current version of the City of Fort Worth's Schedule Guidance Document. C. The cumulative sum of such monthly partial feel paymilents, shall, not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. 111111. Progress, Reports A. The ENGINEER shall prepare end submit to the designated repre�sentative of the month,ly progress reports and schedules in the format required by the City. City of Foirt Worth,Texas Attachment B PMO Official Release Date,-8.09.20112 Page I of 3 B-1 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % .................. ...... Prime Consultant -=-reese and Nichols, Inc. Design and Management $39,080.00_'j86.0% Plropo,sedi MBE,/SBE Sub-Consultants Rios Group Topographic Swvey $611350.00 14.0% Non-MBIE/SBE Consultants n/a TOTAL $45,430.00 100% Prqject Number &, Name Total Fee MBE/SBE Fee MBE/S,BE % Roundabout Deli_gn (#01810)1 $45 1620.00 $6,350.00 14.0% City of Fort Worth,Texas Attachment B PM O Official Release Date:8,09,2012 Page 2 of 3 B-2 cr) co ce OWNER, % % 1i f c) 0 > .0.c 0 4" 0 4) u V -6 E C: 0 C m E CIL, E E 0 Q C: t: E 01 01 (D 0 Nt LO ul CL :3 lZ m 0 Z 4), ,v Ul 01 C 4) -61 E cL 0 10 Z c U QI C:) W, 0 > 75 4-0 C> a- c r M, 2 U') U') UJI 75 C 0 0 0 tm m C) IN 0 0 0 E CL 0 LL CL Low C: 4) n a I cr o W Q CL >14 low, jJ0 c 0 E 1 CL *04 (D ININ- CL IW LL 5 c Ul OVIONN, 0 to U- IL to E Cl. o E z V) vow 0 (D 4.4 z c C C m CO3 4) (D W 0 CL Q CL M CLI CL W CL :3 0 4— CL W WI F- 0 E E E 0 0 j5 .61 0 4-0 Z-1 0 0 > 0 0 0 0 1. o CL CL >I CL U. ..................... ............. c �Q) Lr) co cc 0 C) CL EE 0 W.0 cc CL 0 E� 0 00 Cc> :3 s 5-01 �2 0 CL .0, r= E 0 > E c Co .2 E j .0 c 0 a. > Li lo� CD 4; �.E -5�g ui E 0 C z �o Vh u cl 0 > E If A m c E 'lot, E 0'U9 0 CD ju, "a r: c w:3 C D C Ll 110)t" a) 0 0 .0 cj CL k7L 0 <of c CL 2 x E cul M co LL ONli/l/M I IN C: %,' L4 �'j' iii �� I � �, �"% /�� >% OD M (D C L z M IN, r-I fo I co 51 m U— CL mom J3 c 4) 0 E Cr 0 (D' 0 C). Z' W (1) a 4--(-0, .. u 0 Fu C ai a 2 4T �­ 4)w M Q 0 -1�C) 0, E V)-0 LM > o L- o C) 0 C: J=� 0 o > 0 (3)CL t- 6. Cf LL ATTACHMENT tic9y CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for Fossil Creek/Riverside Roundabout Improvements City Project No. 01810 <List any changes to the Standard Agreement> City of Fort Worth,Texas Attachment C PMO Release Date:05,1119.2010 Page 1 of I Consulting Contract Schedule Specifications FORT WORTH City of Fort Worth Capital Improvement Program Attachment D Proied Schedule This a T'ier << >> schedule as defiried liere in and in the Cry "s Scliethde dance Docunietit. D1. CONSULTING SERVICES SCHEDULE DEVELOPMENT: The CONSULTANT shall prepare schedules, for consulting services-ces that meet the requirements described in this specification, showing by Critical Path Method (CLAM) the planned sequence and tirning of the Work associated with the Agreement. All submittals shall be submitted in PD F format, and schedule files shall also be submitted in native file format (*I.e. file formats associated w'th the scheduling software). The approved scheduling sonware systems for creating the schedule files are.- — Primavera (Version 6.1 or later or approved by CITY) — Primavera Contractor(Version 6.1 or later or approved by CITY) — Microsoft-Project(Version 2003/'2,007 or later or approved by CITY PHASING OUT 4. 9 D2. BASEUNE CONSULUNG SERVICES SCHEDULE Following notice-to-proceed, the CONSULTANT shall develop, submit and review the draft detailed baseline consulting services schedule with the CITY to demonstrate the CONSULTANT"s understanding of the Agreement requirements and approach for performing the work. The CONSULTANT will prepare the final detailed baseline consulting services schedule based on CI' Y comments, if any,,and submit to the CITY no later than the submittal of the first project invoice. The following guidelines shall be adhered to in preparing the baseline schedule, and as described in further detail in the CITY's Schedule Guidance Document. a. The scope shall be subdivided by-work breakdown structure (WBS) representing the tasks, s,ubtasks, and activities associated with delivering the work. b. The schedule shall accurately describe the major work activities,, key milestones, and dependencies/relationships as appropriate to the work. c. The schedule should include appropriate meetings, review periods, critical decision points,inclucling third party utility dependencies and reviewing agencies. D1 PROGRESS CONSULTING SERVICES SCHEDULE.- 'The CONSULTANT shall prepare and submit monthly to the CITY for approval the updated schedule in accordance with D1 and D2 and the CITY's Schedule Guidance Document inclusive. As the Work progresses, the CONSULTANT shall enter into the schedule and, record actual progress, as described in the ClTY's Schedule Guidance Document. The updated schedule submittal shall, also include-, a concise schedule narrative that highlights the following,if appropriate and applicable: Changes in,the critical path, Expected schedule changes, Potential delays, Opportunities to expedite the schedule, Coordination issues the CITY' shoul .tie aware of or can assist with, City of Fort Worth,Texas Attachment D PM 0 Release Date:02.15-2011 Page 1 of 2 then schedule u -related issues that the CONSULTANT wishes to coi municate to the cir"ry. D4. PERFORMANCE AND CONSULTING SERVICES SCHEDUl,E: If the work accomplished falls behind that scheduled due to factors within the CONSULTANT's control,, the CONSULTANT shall take such action as necessary to improve the progress of the Work. In addition, the CITY may require the CONSULTANT to submit a revised, schedule demonstrating the proposed plan to make up the delay in schedule progress and to ensure completion of the Work within-the allotted Agreement time. D5. SCHEDULE TIERS SPECIAL INSTRUCTIONS.: The requirements, for the schedule are deterni-ined based on the nature and needs of the project. The schedule tier for this, project is stated at the top of this document. CONSULTANT shall submit each schedule relying on the CITY's current Schedule Guidance Document. D6. SCHEDULE SUBMITTAL AND PAYMENT: As stated in III.A.(1). of the Agreement, CONSULTANT shall provide the information required by Attachment D. CONSULTANT's monthly invoices will not be accepted and processed for payment without monthly schedule updates that are submitted in the time and manner required by Attachment D, and the CITY's current Schedule Guidance Document. City of Fort Worth,Texas Attachment D1 PMO Release Date:012.15.20111 Page 2 of 2 .............. c Cl. z LL c 3t RD 4) w (Di u Io LL 0 ca c U) 4-J C_ c m c E cm 4) > > 76 > CL (n > M m 73 m > V > r Q 6 QL c c z U- V) r6n m a 0) m CL U C 0 a m If o Q C> c a: CL M 0 M 0 OL m COI CL (10 6 (Z) A.) 0 m a. c; C. 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