HomeMy WebLinkAboutContract 58775City Secretary Contract No. 58775
PROFESSIONAL SERVICES AGREEMENT FOR
PREPARING AN INFILL DEVELOPMENT SUBDIVSION ORDINANCE AMENDMENT
This PROFESSIONAL SERVICES AGREEMENT FOR PREPARING AN INFILL
DEVELOPMENT SUBDIVISION ORDINANCE AMENDMENT ("Agreement") is made and entered
into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of
Texas, and Code Studio, Inc. ("Consultant"), a Texas corporation. City and Consultant are each
individually referred to herein as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
This Professional Services Agreement for Preparing an Infill Development Subdivision
Ordinance Amendment.
2. Exhibit A — Scope of Services plus any amendments to the Scope of Services
3. Exhibit B — Payment Schedule
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the Contract documents, the terms and conditions of this Professional
Services Agreement for an Urban Forestry Master Plan shall control. The term "Consultant" shall include
the Consultant, and its officers, agents, employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services to create infill development subdivision ordinance amendment. Specifically, Consultant
will perform all duties outlined and described in the Scope of Services, which is attached hereto as Exhibit
"A" and incorporated herein by reference for all purposes, and further referred to herein as the "Services."
Consultant shall perform the Services in accordance with standards in the industry for the same or similar
services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state,
and local laws, rules, and regulations.
2. Term.
This Agreement shall commence on the date the Agreement is signed by the City's Assistant City
Manager ("Effective Date") and shall expire one (1) year from the effective date ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
3. Compensation.
The City shall pay Consultant an amount not to exceed $214,861.00 in accordance with the
provisions of this Agreement and Exhibit `B," which is attached hereto and incorporated herein for all
purposes. Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing.
OFFICIAL RECORD
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4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, the City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement
for any reason, Consultant shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Consultant has received access to City information
or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the
City in a machine readable format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,
materials, or methodologies unless the parties have executed a separate written agreement with respect
thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information
provided to it by the City ("City Information") as confidential and shall not disclose any such information
to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and
shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any
way. Consultant shall notify the City immediately if the security or integrity of any City information has
been compromised or is believed to have been compromised, in which event, Consultant shall, in good
faith, use all commercially reasonable efforts to cooperate with the City in identifying what information
has been accessed by unauthorized means and shall fully cooperate with the City to protect such information
from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment under
this Agreement, have access to and the right to examine at reasonable times in Fort Worth, Texas any
directly pertinent books, documents, papers and records of the Consultant involving transactions relating to
this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate
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work space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant not less than 10 days written notice of any intended audits. Notwithstanding any other provision
of this Agreement, Consultant agrees to deliver to the City at City Hall, 200 Texas Street, Fort Worth, Texas
76102, all requested directly pertinent books, documents, papers and records of the Consultant involving
transaction relating to this Agreement at no additional cost to the City for the purpose of the City conducting
an audit as provided by this section.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment
of the subcontract, have access to and the right to examine at reasonable times in Fort Worth, Texas any
directly pertinent books, documents, papers and records of such subcontractor involving transactions related
to the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written
notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as
to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject
to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the
exclusive right to control the details of its operations and activities and be solely responsible for the acts
and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,
agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants,
employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from the City.
Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
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WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT
(i) The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder,
including but not limited to: programs, documentation, software, analyses, applications, methods,
ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and
collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks,
service marks, trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for infringement of any
patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising
from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies
or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims
or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees
to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement, the City shall have the sole right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Consultant shall fully participate and cooperate with the City
in defense of such claim or action. City agrees to give Consultant timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's
duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to
infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,
such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City under law.
CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS
AGREEMENT.
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9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees
to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee
shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants
consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Consultant under this Agreement as such duties and obligations may apply. The
Consultant shall provide the City with a fully executed copy of any such subcontract. By execution of this
Agreement, City consents to Consultant subcontracting with Dunaway Associates, LLC.
10. INSURANCE.
Consultant must provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Consultant, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any vehicle"
will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
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Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must name City
as an additional insured thereon, as its interests may appear. The term City includes
its employees, officers, officials, agents, and volunteers in respect to the contracted
services.
(b) The workers' compensation policy must include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage must be provided to City. Ten (10) days' notice will be acceptable in the
event of non-payment of premium. Notice must be sent to the Risk Manager, City
of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation will
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all required
insurance will be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination
covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest,
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Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other parry by United States Mail, registered, return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn:
200 Texas Street
Fort Worth TX 76102
With a copy to:
City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
14. Solicitation of Employees.
TO THE CONSULTANT:
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. This provision shall not apply to an
employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's
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respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
City and Consultant will exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes;
lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of
government; material or labor restrictions by any governmental authority; transportation problems;
restraints or prohibitions by any court, board, department, commission, or agency of the United States or
of any States; civil disturbances; other national or regional emergencies; or any other similar cause not
enumerated herein but which is beyond the reasonable control of the Party whose performance is affected
(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the
period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides
notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed
a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that the
normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
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This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and Consultant, their assigns
and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the City discovers the breach. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms
with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
26. Immigration Nationality Act.
Consultant must verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Consultant will provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Consultant must adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no Services will be
performed by any Consultant employee who is not legally eligible to perform such Services.
CONSULTANT WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT,
CONSULTANT'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon
written notice to Consultant, will have the right to immediately terminate this Agreement for violations of
this provision by Consultant.
27. Ownership of Work Product.
City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation that are created, published, displayed, or produced in conjunction with the Services provided
under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of
all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended,
Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary
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rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. Prohibition on Boycotting Israel.
Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the meaning ascribed to those terms by Chapter 22271 of the Texas Government
Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this Agreement, Consultant certifies that Consultant's signature provides written verification to the City
that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this
Agreement.
29. Prohibition on Boycotting Energy Companies.
Consultant acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and "company"
have the 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, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
30. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Consultant 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 that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate
against a firearm entity or firearm trade association," "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, Consultant certifies that Consultant's signature provides
written verification to the City that Consultant: (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.
31. Compliance with Public Information Act Requests.
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The requirements of Subchapter J, Chapter 552, Government Code, may apply to this
Agreement and Consultant agrees that the Agreement can be terminated if Consultant knowingly or
intentionally fails to comply with a requirement of that subchapter. Consultant acknowledges that
section 552.371 of the Texas Government Code applies to this Agreement if. (1) this Agreement has a stated
expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2)
this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or
services by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government
Code applies to this Agreement, Consultant shall comply with section 552.372 of the Texas Government
Code by: (1) preserving all contracting information relating to this Agreement as provided by the records
retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the
City any contracting information related to this Agreement that is in the custody or possession of Consultant
on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City
all contracting information related to the Agreement that is in the custody or possession of Consultant; or
(b) preserving the contracting information relating to the Agreement as provided by the retention
requirements application to the City.
32. Electronic Signatures.
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
[SIGNATURES ON FOLLOWING PAGE]
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Executed in multiples this the 25 day of J a n u a ry , 2023
CITY OF FORT WORTH: CONSULTANT:
Code Studio, Inc.
By: Dana Burghdoff ( n 27, 20 13:08 CST)
Dana Burghdoff
Assistant City Manager
Date: 1/27/2023
By: LIZ
Lee Einsweiler
President
Date: Jan 25, 2023
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By: Melissa Brunner
Jannette Goodall
City Secretary Assistant to the City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:RichardA.McCracken (Jan 27,202312:14CST) Allison Tidwell
Richard McCracken
Sr. Assistant City Attorney Lead Administrative Assistant
M&C: 22-0943
Date: 11 /29/22
Form 1295: 2022-953631
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
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D Stuart Campbell (Jan 25, 2623 15:03 CST)
Name: D Stuart Campbell
Title: Planning Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 12 of 19
Infill Development Subdivision Ordinance Amendment
EXHIBIT A
SCOPE OF SERVICES
Task 1: Project Initiation
Kickoff Client Webconference
The Infill Development project will begin with a client webconference to kick off the project. The
focus will be on team introductions, initial steps, communication protocols, and project schedule.
Review Existing Regulations and Materials
The team will conduct a review of all relevant existing regulations and materials, including:
o Subdivision Ordinance
o Design Manuals
o Community Facilities Agreement Ordinance
o Chapter 212 Texas Local Government Code
o Form -Based Codes
o Design Overlay Zoning Districts
o Regulating Plans
o Access Management Policy
o Active Transportation Plan
o Comprehensive Plan
o Master Thoroughfare Plan
An audit for key reference material impacting infill development will be conducted, and specific
sections of the material identified.
Task 2: Initial Engagement
Worksession Preparation
The team will prepare for a series of worksessions aimed at understanding existing challenges for
infill development based on the rules in the Subdivision Ordinance.
Professional Services Agreement Page 13 of 19
Infill Development Subdivision Ordinance Amendment
City Staff Worksession
The team will lead a worksession with all appropriate City staff to determine where there are existing
challenges for infill development in the Subdivision Ordinance that have been identified by staff or
applicants. The worksession will be a guided discussion to determine where problems have been
identified in recent development proposals, and whether or not staff has any conclusions about how
the regulations should be modified to resolve the issues.
DAC Infill Committee Worksession
The team will lead a worksession with the Development Advisory Committee's Infill Subcommittee to
determine where there are existing challenges for infill development in the Subdivision Ordinance
that have been identified by the Subcommittee. The session will discuss design problems that have
been identified by the Subcommittee and any conclusions about how the regulations should be
modified to resolve the issues.
Task 3: Framework for New Infill Tools
Prepare Draft Framework
An initial framework memo describing new infill tools that respond to the various issues identified by
the City staff and the Development Advisory Committee's Infill Subcommittee will be prepared. The
framework will focus, at minimum, on the following issues:
o Replatting guidance and criteria
o Right-of-way dedication applicability, triggers, widths and other urban street cross-section
issues
o Right-of-way vacation criteria
o Public pedestrian access easement criteria (from zoning districts), plus additional criteria if
needed
o Drainage and open space easements for the urban context, and for constrained areas
o Courtyard development options for residential, commercial and mixed -use settings
o Private sidewalk in public use easement definition and application to denser residential
development
o Maneuverability minimum standards (including options for fire lanes)
o Parking alternatives for future amendments or policies (such permeable parking areas and
alternative surfaces)
o Shared common access easement applicability for infill development (as the only type of
private easement shown on plats)
o Rear entry access criteria to eliminate front -facing garage doors (with special focus on
townhomes)
Professional Services Agreement Page 14 of 19
Infill Development Subdivision Ordinance Amendment
o Utility easement creative and practical guidelines for space -constrained locations (agreeable
to both City and their franchise utilities)
o Water and sanitary sewer taps, especially kill taps for existing platted lots and procedures
for installation of relocated connections for redeveloping lots
The draft framework memo will also cover the issue of whether the infill standards should be located
in a consolidated portion of the Subdivision Ordinance or located with each topic that may have
updated standards to reflect the needs of infill development.
City Staff Worksession
The draft framework memo will be provided to staff for consideration prior to a City staff
worksession to discuss the various issues and confirm direction for the project.
Comment Review/Final Framework
Following the worksession, City staff will confirm in writing any perceived issues with the framework
prior to drafting of the new regulations. A final framework memo representing any necessary
changes will be prepared to serve as the foundation for the draft regulations.
Task 4: Drafting Infill Tools
Prepare Initial Draft
The team will prepare an initial draft based on the guidance from Task 3. This draft may have
conceptual draft graphics to help explain concepts. Revised final graphics will be prepared for the
final draft later in this Task. Where existing text is to be edited, the draft will show redlined text to
help staff understand what changes are proposed.
City Staff Worksession
The initial draft will be provided to staff for consideration prior to a City staff worksession to walk
through the draft and discuss any high-level issues or unclear text or graphics.
Comment Review/Final Draft
Following the worksession, City staff will confirm in writing any revisions to the new regulations. A
final draft representing any necessary changes will be prepared to be used for discussion purposes in
the engagement phase of the work.
Task 5: Engagement
Development Advisory Committee Infill Subcommittee
The team will conduct up to 2 meetings with the Development Advisory Committee Infill
Subcommittee to discuss the draft regulations. The initial meeting will focus on walking through the
draft and discussing any high-level concerns. Following additional internal review by the
Subcommittee, a second Subcommittee meeting to discuss any remaining concerns will be held.
Professional Services Agreement Page 15 of 19
Infill Development Subdivision Ordinance Amendment
Other Stakeholders
The team will conduct up to 6 meetings with other stakeholders to discuss the draft regulations.
These will include, at minimum, the following groups (whether separately or in combination):
o Near Southside, Inc.
o Downtown Fort Worth, Inc.
o Fort Worth Housing Solutions
o Greater Fort Worth Builders' Association
o Greater Fort Worth Realtors
o Real Estate Council of Greater Fort Worth
These meetings will walk attendees through the draft and allow for comments and discussion of any
subdivision issues.
General Public Engagement
The team will hold a meeting for the general public to provide an overview of issues identified related
to infill development and how the proposed Subdivision Regulations will address those issues. The
team will also prepare a PowerPoint presentation for posting on the City of Fort Worth website for
briefing the public or pending code revisions.
Compile Proposed Revisions
The team will compile a consolidated list of proposed changes to the draft infill regulations based on
the conversations held with the various stakeholders. Proposed resolution for each of the changes
raised by stakeholders will be provided to City staff.
City Staff Worksession
This worksession will focus on any resolution to make changes to the document that the City staff has
issues with or would prefer not to see made.
Task 6: Public Hearing Draft
Prepare Public Hearing Draft
A public hearing draft with the City staff agreed -upon changes included will be prepared for
consideration by the City Plan Commission and City Council.
City Plan Commission + City Council (3 meetings)
The team will attend up to 3 meetings with the City Plan Commission and City Council, either in joint
session or separately. These may include workshops or adoption hearings.
Professional Services Agreement Page 16 of 19
Infill Development Subdivision Ordinance Amendment
Ordinance Revisions
The team will respond to public hearing comments by making requested revisions to the draft
regulations.
Task 7: Final Adopted Infill Regulations
Final Regulations
Once the City Council has approved the subdivision regulations, the team will create a final, adopted
version of the Subdivision Ordinance for use by the City. All documents and graphics will be provided
to the City in editable format.
Professional Services Agreement Page 17 of 19
Infill Development Subdivision Ordinance Amendment
EXHIBIT B
PAYMENT SCHEDULE
City shall pay Consultant for the Services in accordance with the hourly rates established in the
chart below. Consultant may submit invoices no more frequently than every 30 days to the City for Services
completed. Consultant must register as a vendor of the City before submission of any invoices to the City.
Project Milestones
Fort Worth Infill Regulations
CODE STUDIO
Principal Associate
Graphics
Subta
1 Project Initiation
Client Kickoff Meet! ng(webconference)
2
4
6
Review Existing Regulations and Materials
8
24
32
2 Initial Engagement
Worksession Prep
8
24
16
48
City Staff Worksession(1 meeting)
2
4
6
DAC Infill Committee Worksession(I meeting)
2
2
4
3 Framework for New Infill Tools
Prepare Draft Framework
16
40
16
72
City Staff Worksession
2
4
6
Comment Review/Final Framework
4
16
20
4 Drafting Infill Tools
Prepare Initial Draft
80
120
80
280
City Staff Worksession
2
2
4
Comment Review/Final Draft
16
40
56
5 Engagement
DAC Infill Committee (2 meetings)
4
4
8
Other Stakeholders is meetings)
12
12
24
General Public engagement(1 mtg, web ppt) 1
6
6
12
Compile Proposed Revisions 18
16
24
City Staff worksession
2
4
6
6 Public Hearing Draft
Prepare Public Hearing Draft
16
40
24
80
City Plan Commission+ City Council (3 meeting
6
9
15
Ordinance Revisions
4
8
8
20
7 Final Adopted Infill Regulations
Prepare Final Regulations Following Adoption
2
8
8
18
SUBTOTAL
2.02
387
152
741
TOTAL
GRAND TOTAL
Project Schedule
DUNAWAY
$225.00
$135.00
$110.00
Subtotal
Subtc
$450.00
$540.00
$0.00
$990.00 2
2 2
4 10
$1,800.00
$3,240.00
$0.00
$5,040.00 2
6 6
8 22
$1,800.00
$3,240.00
$1,760.00
$6,800.00 2
2 2
4 10
$450.00
$540.00
$0.00
$990.00 2
3 3
4 12
$450.00
$270.00
$0.00
$720.00 2
3 3
4 12
Principal Associate Sr Planner Planner
$ 475.00
$210.00
$175.00
$126.00
Subtotal
$950.00
$420.00
$350.00
$504.00
$2,224.00
$950.00
$1,260.00
$1,050.00
$1,008.00
$4,268.00
$950.00
_$420.00
$350.00
$504.00
$2,224.00
$950.00
$630.00
$525.00
$504.00
$2,609.00
$950.00
$630.00
$525.00
$504.00
$2,609.00
$3,600.00
$5,400.00
$1,760.00
$10,760.00
6
10
20
$950.00
$420.00
$1,050.00
$1,260.00
$3,680.00
$450.00
$540.00
$0.00
$990.00
2
2
2
4
30
$950.00
$420.00
$350.00
$504.00
$2,224.00
$900.00
$2,160.00
$0.00
$3,060.00
2
4
4
4
14
$950.00
$M."00.00
$504.00
$2,994.00
$18,000.00
$16,200.00
$8,800.00
$43,000.00
2
5
12
80
99
$950.00
$1,050.00
$2,100.00
$10,080.000
$14,180.00
$450.00
$270.00
$0.00
$720.00
2
3
3
4
12
$950.00
$630.00
$525.00
$504.00
$2,609.00
$3,600.00
$5,400.00
$0.00
$9,000.00
2
4
4
4
14
$950.00
$840.00
$700.00
$504.00
$2,994.00
$900.00
$540.00
$0.00
$1,440.00
4
6
6
8
24
$1,900.001
$1,260.00
$1,050.00
$1,008.00
$5,218.00
$2,700.00
$1,620.00
$0.00�
$4,320.00
6
12
12
16
46
$2,850.00
$2,520.00
$2,100.00
$2,016.00
$9,486.00
$1,350.00
$810.00
$0.00
$2,160.00
3
33
3
12
21
$1,425.00
$630.00
$525.00
$1,512.00
$4,092.00
$1,800.00
$2,160.00
$0.00
$3,960.00
2
2
2
4
10
$420.00
$350.00
$504.00
$2,224.00
$450.00
$540.00
$0.00
$990.00
2
2
2
4
30
_$950.00
$950.00
$420.00
$350.00
$504.00
$2,224.00
$3,600.00
$5,400.00
$2,640.00
$11,640.00
2
24
24
32
82
$950.00
$4,032.00
114,222.00
$5,040.00
$4,200.00
$1,350.00
$1,215.00
$0.00
$2,565.00
6
9
9
12
36
$2,850.00
$1,890.0',
$1,575.00
$1,'12.00
$7,827.00
900.00
1080.00
880.00
2860.00
2
6
8
30
46
$950.00
$1,260.00
$1,400.00
$3,780.00
$7,390.00
$450.00
$1,080.00
$880.00
$2,410.00
4
4
8
8
24
$1,900.00
$840.00
$1,400.00
$1,008.00
$5,148.00
$45,450.00
$52,245.00
$16,720.00
$114,415.00
53
104
122
256
534
$25,175.00
$21,840.00
$21,175.00
$32,256.00 $100,446.00
$114,415.00
$214,861.00
The following schedule describes the number of weeks estimated to be required to complete each
Phase of the work.
Project Initiation
3 weeks
Professional Services Agreement Page 18 of 19
Infill Development Subdivision Ordinance Amendment
$100,446.00
Initial Engagement
4 weeks
Framework for Infill Tools
6 weeks
Drafting Infill Tools
12 weeks
Engagement
8 weeks
Public Hearing Draft
As Needed for City Plan Commission and Council Scheduling
Final Adopted Infill Regulations
2 weeks
TOTAL Anticipated Schedule
It is anticipated the project can be completed in just under one year, including adoption. An accelerated schedule is
possible, however, it would rely on tighter timing of the various meetings, and potentially reduced drafting time
(meaning either simpler solutions or less topics tackled).
Professional Services Agreement Page 19 of 19
Infill Development Subdivision Ordinance Amendment
1/23/23, 4:04 PM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 11/29/2022 REFERENCE **M&C 22-
NO.: 0943
Official site of the City of Fort Worth, Texas
FoR� H
061NFILL DEVELOPMENT
LOG NAME: SUBDIVISION ORDINANCE
CHAPTER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL) Authorize Execution of a Professional Services Agreement with Code Studio, Inc. in
an Amount Not to Exceed $250,000.00 for the Development of the Infill Development
Subdivision Ordinance Amendment, Adopt Appropriation Ordinances, and Amend the
Fiscal Year 2023 Adopted Budget and 2023-2027 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a Professional Services Agreement with Code Studio, Inc. for the development of the
Infill Development Subdivision Ordinance Amendment in an amount not to exceed $250,000.00;
2. Adopt the attached appropriation ordinance real locatingappropriations within the Development Services
Department of the General Fund by decreasing appropriations for the General Operating and Maintenance
category by $250,000.00 and increasing the appropriations in the Transfers and Other category by the same
amount for the purpose of transferring to the General Capital Projects Fund for the Infill Development
Subdivision Ordinance Amendment project;
3. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations within the
General Capital Projects Fund in the amount of $250,000.00 for the purpose of funding the Infill
Development Subdivision Ordinance Amendment project (City Project No. 104527); and
4. Amend the Fiscal Year 2023 Adopted Budget and 2023-2027 Capital Improvement Program.
DISCUSSION:
The City of Fort Worth (City) Development Services Department issued a Request for Proposals (RFP) to invite firms to
participate in a project to create a new infill development section of the City's Subdivision Ordinance. The City received
proposals from: (1) Peloton Land Solutions; (2), Kimley-Horn; and (3) Code Studio, Inc. in conjunction with Dunaway
Associates, LLC (Dunaway). The City's proposal review committee has completed the evaluation of the proposals
received and, based on the criteria identified in the RFP; the proposal from Code Studio, Inc. and Dunaway was
selected as the top candidate.
The purpose of this Mayor and Council Communication (M&C) is to seek City Council authorization to execute
a professional services agreement with Code Studio, Inc. for the development of the Subdivision Ordinance
Amendment for Infill Development project in an amount not to exceed $250,000.00 and appropriate funds for the
project. Code Studio will serve as the project lead providing consulting services to assist the City in developing infill
regulations within their Subdivision Ordinance. Dunaway will serve as a subcontractor of Code Strudio for the project.
Code Studio has conducted similar code -related work in many other jurisdictions in Texas and around the country since
its founding in 2006. Dunaway is a local Fort Worth engineering firm with deep experience in local subdivision infill
development. Code Studio, Inc. and Dunaway will write and prepare the Infill Development Section and will be
responsible for working with City staff to guide the text amendment through the approval process.
The Infill Development Subdivision Ordinance Amendment will create infill development regulations that incentivize
innovative design, can reduce the number of required permits, promote infill and redevelopment to reduce demand on
greenfield development, encourage redevelopment of sites with existing infrastructure and support alternative modes
of transportation.
The action in this M&C will amend the Fiscal Year 2023 Adopted Budget as approved in connection with Ordinance
25773-09-2022, Section 1.General Fund, as listed on page(s) 2-3.
Fund / Department FY2023 Adopted Revised
Budget Authority Budget Adjustment FY2023
Budget Category Budget
apps.cfwnet.org/council_packet/mc_review.asp?I D=30496&counciIdate=11 /29/2022 1 /2
1/23/23, 4:04 PM M&C Review
General Fund
Revenues
Development Services $31,668,447.00 $31,668,447.00
Total Revenues $ 31,668,447.00 $ - $31,668,447.00
Expenditures
Development Services $29,331,458.00 This M&C ($250,000.00) $29,081,458.00
Transfer to General Capital Fund $0.00 This M&C $250,000.00 $250,000.00
Total Expenditures $29,331,458.00 $0.00 $29,331,458.00
This project is located in ALL COUNCIL DISTRICTS.
Funding Source Amount
General Fund (FY23) $250,000.00
TOTAL PROJECT FUNDING $250,000.00
Business Equity: The City's Business Equity Office has established that there is no MBE/WBE Goal for this project.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the General Fund and upon approval of the above
recommendations and adoption of the attached appropriation ordinances, funds will be available in the General Capital
Projects Fund for the Infill Development SO Amend project to support the approval of the above recommendations and
award of the service agreement. Prior to an expenditure being incurred, the Development Services Department has
the responsibility of verifying the availability of funds.
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID Year I (Chartfield 2)
:ROM
Fund Department Account Project Program I Activity I Budget Reference # I Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Dana Burghdoff (8018)
D.J. Harrell (8032)
ATTACHMENTS
061NFILL DEVELOPMENT SUBDIVISION ORDINANCE AMENDMENT FID table R.pdf (CFW Internal)
061NFILL DEVELOPMENT SUBDIVISION ORDINANCE AMENDMENT.docx (Public)
Certificate of Interested Parties - Code Studio.pdf (CFW Internal)
Executed - INFILL Request for Waiver of Business Equity Goal.pdf (CFW Internal)
M&C Proposal Score & Ranking.pdf (CFW Internal)
Ordinance 061NFILL DEVELOPMENT SUBDIVISION ORDINANCE AMENDMENT (r1) (!).docx (Public)
Ordinance 061NFILL DEVELOPMENT SUBDIVISION ORDINANCE AMENDMENT (r2).docx (Public)
apps.cfwnet.org/council_packet/mc_review.asp?ID=30496&councildate=11/29/2022 2/2