HomeMy WebLinkAboutContract 28656CiTY OF FORT F�ORiH, i��e� ��TY ������q�y ��%
��AW�A�� AG������� �O� �R�CI{VI��RING S��'�{����; ,;F � � . ��� . �
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This AGREEMENT is befinreen the City o# Fort Worth {the "CITY"}, and Du�away
Associates, {nc., (the "ENGINEER"), for a PROJECT generally described as Fort Wort�
Cats Parking Expansion.
�r�i�le I
5c�p� o� Se�rice�
A. The Scope of Services is set forth in Attachme�t A.
�i�le II
Compens�fion
A. The ENGiNEER's comp�nsation is s�t forth in Attachment B.
�r�icle III
ierm� o� P�ymer��
Payments to th� ENGINEER will be made as follows:
A. In�oice and Payment
(1 } The Engineer shall pro�vide fhe City sufficient documentation to reasonably
substantiate the invoices.
(2} The ENGiNEER will issue monthly invoices for all work perFormed under
this AGREEMENT, Inwoices are due and payable within 30 days of receipt.
(3) Upon completion of services enumerated in Article I, the final payment of
any balance will be due within 30 days of receipt of the final invoice.
(4) In fhe event of a disputed or contested billing, only that portion so contested
will be withheld from paymer�t, and the undisputed portion wilf be paid. The
CITY will exercise reasonableness in eontesting any bill or portion thereof.
No interes# wil! accrue on any cont�sted pa�tion of the bifling t�ntil mutually
resol�ed.
(5) If fhe CITY fails to make payment in full to ENGINEER for billings confested
in good faith within 60 days of the amount due, the ENGINEER may, after
giving 7 days' written notice fo CITY, suspend serVlces under this
AGREEMENT untif paid in full, including interest. Irt the .e�ent of
suspension of services, the ENGINEER shall ha�e no !I�i�#R��,• ��z ��`Y--�r�
delays or damages caused the CITY because of s�c� �as�ser��e�r �f 4
services. � � �
�►r�i�l� Il�
�b�igations o� �h� �ngineer
Amendmer�fis to Article IV, ifi any, are included En Attachment C.
A. General
The ENGINEER will serve as the CITY's professiona! engineering representa�ive
under this Agreemenf, pro�iding prafessional e�gineering consultation and advice
and furnishing customary services incidental thereto.
�. S�andard of Care
The standard of care applicable �o the ENGINEER's services will be the degree of
s�ili and diligence normally emplayed �n fhe State of Texas by professional
engineers or consultants pe�Forming the same or similar serrriees at the time sucn
services are performed.
C. 5ub�ur��c� inve�tig�tian�
(1) The ENGINEER shali aduise the C{TY with regard to the necessity for
subcontract worl� such as special SUIVEj15, tests, test borings, or other
subsurFa�e investigations in connection with design and engineering work to
be pertormed �ereunder. T�e ENGINEER shall also advise the CfTY
concerning �he resufts of same. Such surveys, tests, and investigatians
shall �e fiurnished by the CITY, unless ot�erwise specified in Attachment A.
(2) In soils, foundation, graundwafer, and ather subsurface in�estigations, the
actual characteristics may vary significantly between successive tesfi points
anci sample intervals and at locat�ons other #han where observations,
expforation, and investigations ha�e been made. Because of fhe inher�nt
uncertainties in subsurface e�aluaiions, changed or unanticipated
underground conditions may occur that could afFect the totai PROJECT cost
andlor execution. These conditions and costlexecution effects are not the
resporisibility of the ENGINEER.
�. �pepar�fion o� Engin�ering D�awings
The ENGINEER will pro�ide io fhe CITY the ariginal drawings of all plans in ink on
reproducible plas#ic film sheets, or as otherwise approved by CITY, which shall
become the property of the CITY. CITY may use such c�rawings in arty manrter it
desires; provided, however, #hat #he ENGINEER s�all no# foe liable for the use of
sueh drawings for any project other than the PROJECT described herein.
F. �ng�neer'� �er�or�nel a� Gonstr�uction Si%
(1) The presence or duties of the ENGINEER's personnel at a construction
site, whether as on-site re�resen�atives or otherwise, do not ma�e the
ENGINEER or its personnel in any way responsible for those duties that
belang to the CITY an�ilor the CITY's construction contractors or othe�'
entities, and do not rekie�e fhe construction contractors or any other entity of
the�r obligations, duties, and respansibilities, including, but not limitecf to, all
construction methods, means, techniques, sequences, and procedures
necessary for coordinating and completing all portions of t�e canstruction
work in accordance with the Contract Documents and any health or safety
precautions requir�d by such cons#ruction wark. The ENGINEER and its
personnel ha�e no authorifiy fio exercise any control over any construction
contracfor or ofher entity or fheir employees in connection with their worl� or
any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attac�tment A, the ENGINEER or its personnel shatl have no obligation or
responsibiEity �o visit the construction si#e to become familiar with the
pt'ogr�ss or quality of the completed worEc on the PROJECT or to determine,
in general, if the work on the PR�JECT is b�ing perForme� in a manner
indica#ir�g that �he PROJECT, when completed, will be in accardance with
the Contract Documer�ts, nar shall any��ing in the Contraci Doc�ments or
the agreement beiween CITY and ENGINEER be construed as requiring
ENGINEER in make �xhausti�e or continuaus on-s9te inspectians �o
disco�er la�enf defects in the work ar otherwise chec�c the quality or quantity
of the work on the PROJECT. If, for any reasan, the ENGINEER should
mal�e an on-site observation(s), on the basis ofi such on-site observations, if
any, th� ENGINEER shall endeavor to I�eep the CITY informe� of any
de�iation from ihe Contract Documents coming to the ac#ual notice of
ENGINEER regarding the PROJECT.
(3) When professional certification of performance or charaeteristics of
materials, systems or equipment is reasonably required to perForm #he
services set forth in t�e Scope of Setvices, fihe ENGiNEER shall be entitled
to rely upon such certification to establish ma#erials, systems or equipment
and perfarmance criteria to be required in the Confiract Documents.
F. Opinions of ��obable Co��, Financi�l Consid�ration�, and �chedules
(1) The ENGINEER shal! provide apinions of probable costs based on t�e
current a�ailable information at the time of preparation, in accordance with
Attachment A.
(2) in pro�iding opinions of cost, financial analyses, economic feasibi[ity
pro�ections, and schedules for t�e PROJECT, the ENGINEER has no
contral over cost or price of labor and materials, unknown or latent
condi�ians of exis#ing equipment or structures that may affect operation or
maintenance casts; competiti�e bidding procedures ar�d rrar4�et condifiions;
fime or quality vf perFormance by third parties; quality, type, management,
or direction of operating personnel; and other ecanamic and aperational
factors that may materiafly affect the ultimate PROJECT cost or schedule.
Therefore, the ENGINEER makes no warranty that the CITY's ac#ual
PROJECT casts, financia� aspects, economic feasibiEity, or schedules vuill
not vary from th� ENGINEER's opinions, analyses, projections, or
estimates.
G. Con���uction �pog��s� �aymenf�
Recommendatior�s by the ENGINEER to fhe CITY for periodic construction
progress payments to the c�nstruc#ion con#ractor will be based on the
ENGINEER's knowledge, informafiion, and b�lief from selec#ive sampling and
abservation #hat the work has progressed to the point indica�ed. Such
recommendations do not represent fhat continuous ar de�ailed examinations ha�e
been made by the ENGINEER to ascertain fhat the consfruction contractar has
completed the work in exact accordance with the Contract Documen#s; that the
final work will be acc�ptable in alf respects; that the ENGINEER has made an
examination to ascertain how or for what purpose the construction contrackor �as
used the moneys paid; that titie to any of the work, materiafs, or equipment has
passed ta the CITY free and clear of liens, claims, security interests, or
encumbrances; or #ha# there are not other matters at �ssue between the CITY and
the const�uction contractor that a�fect th� amount tha# should be paid.
i�. �ecerd �rawrings
Record drawings, if requir��, will foe prepared, in part, on the basis af information
compiled and furnished by others,and may not always represent the exaci
location, type ofi �arious camponents, or exac� manner in which the PROJECT was
finaily constructed. The ENGINEER is not respansible for any errors or omissions
in �he information firam ot�ers that is incorpora�ed into the record drawings.
l. Ildllinori�iy �nd l�oman �usiness �n�erpri�e (I�II�l��)
p�r�rcipatian
In accord with City of F'ort Worth Ordinance No. 19 923, �he Cify has goals for fhe
participation of minority business enterprises and woman business enterprises in
City contracts. Engineer acknowledges the MIWBE goal established for this
contract and its commitment to meet fhat gaaf. Any misrepresentation of facts
(other than a negligent misrepresentation� andlor the commission of fraud by the
Engineer may result in the termination of this agreement and debarment from
parEicipating in Ciiy contrac#s for a period of fiime of not less than three (3) years.
J. �igh4 �o �udifi
(1) ENGINEER agrees that the ClTY shall, uniil ihe expiration of three (3) years
after final payment under t�is contract, have access to and #he right to
examine and photocopy any directly pertinent boa�s, documents, papers
and records of the ENGINEER invol�ing transactions relatir�g to this
contract. ENGfNEER agrees that the CITY shall ha�e access during
normal wor�Cing hours to all necessary ENGINEER fa�ili�ies and shall be
provided adequate and appropriate work space in order to conduct audi#s in
campliance with the pro�isions of this sectEon. The CITY shall gi�e
ENGINEER reasonable ad�ance noiice of �ntended audits.
(2) ENGINEER further agrees to include in al1 its subconsuliant agreements
h�reunder a pro�ision to the effect that the subconsultant agrees that the
CITY shall, �niil the expira#ion of three (3) years after firtal payment under
the subcon�ract, have access to and the right fo examine and phatocopy
any directly pertinent books, docvments, papers and records of such
subconsultant, in�olving transactions to the subeontract, and further, that
the CITY shall have access during normal working hours to all
subconsultant facilities, and shall be provi�ed adeq�aate and appropriate
work space, in order #o conduct audits in compliance wi�h the pro�Esions of
this article togefher with subsection (3}hereof. CITY shali gi�e subcon-
sultant reasonable ad�ance notice ofi infended audits.
�3) ENGINEER and subcansultant agree to photocopy� s�ch documents as may
be requested by tf�e CITY. The CITY agrees to reimburse ENGINEER far
t�e cost of copies at the rate publtshed in the Texas Administrative Code in
effect as of the time copying is performed.
f4. I�N�iN�I�Fi'� fnsurance
(1) Insurance caverage and limits:
ENGINEER shall provide to th� City certificate(s) of insurance documenting
policies of the following eoverage at minimum limits that a�e to be in effect prior to
commencement of work on the PROJECT:
Commercial General Liability
$9,ODO,OQO each occurrence
$1,000,000 aggregate
Automobile Liability
$1,DQO,QaQ each accident (or reasonably equi�alent limits of co�erage
if written on a s�lit limits basis}. Co�erage shall be on ar�y �e�icle used
in the course af the PR�.lECT.
Worker's Compensation
Co�erage A: statutory limits
Co�erage B: $100,000 each accident
$500,000 disease - palicy limit
$10�,�00 disease - each employee
Professional Liability
$1,000,004 each elaimlannual aggregate
(2} Certi�icates of insurance e�idencing tha� the ENGINEER has obtained afl
required insurance shal[ be deli�ered to the CITY prior to ENGINEER
proceeding with the PROJECT.
(a) Applicable policies shall be endorsed to name the CITY an
Additional Insu�ed thereon, as its inferests may appear. The term
CITY shall include its employees, afficers, officials, agents, and
volunteers as respects the contracted services.
{b) Certificate(s) of insurance shall document thaf insurance cov�rage
specified according to items section K.(1) and K.(2) of this
agreement are provided under a�plicable policies documenfed
thereon.
{c} Any failure on part o� the CITY to request required insurance
documentaiion shall not constifiufie a waiver of the insurance
requirements.
(d) A minimum of thirty (3Q) days nofice of cancellation ar material
change in co�erage shall be pro�ided to the CITY. A ten (10) days
notice shall be acceptalale in the eve�t of non-payment of premium,
Such ferms shall be endorsed onto ENGINEER's insurance policies.
Notice shall be sent to the respecii�e Department Direetor (by
name}, City of Fort Worth, 9 OQQ Throckmorkon, �ort Worth, Texas
76 9 02.
(e) Insurers for all policies must be authorized to do business in the
state af Texas or be otherwise approved by #he C1TY; and, such
insurers shall be acceptable ta the CITY in terms of their financial
strength and solvency.
(f} Deducfible Iimits, or self-insured retentions, affec�ing insurance
required herein shall be acce�table to the CITY in its so�e discretion;
and, in lieu ofi traditional insurance, any alternati�e coverage
maintained through insurance �ools or risl� retention groups must be
also appro�ed. Dedicated financial resaurces or letters of credit ma�
also be acceptable to t�e City.
(g) Applicable policies shall each be endorsed with a wai�er of
subragation in fa�or of fihe CITY as respects the PROJECT.
(h} The Ci#y shali be entitled, upon its request and without incurring
expense, to re�iew the ENGINEER's insurance policies includ'[ng
endarsements thereio and, at the CITY's discretion, the ENGINEER
may be requir�d to pro�ide proof of insurance premium payments.
�i} The Commercial General Liability insurance policy shall haue no
exclusions by endorsements unless the CITY approves such
exclusions.
(j) The Professionai Liability insurance policy, if written on a claims
made basis �hall be maintained by the ENGINEER for a minimum
two (2) year period subsequent #o the term ofi the respective
PROJECT contract with the CITY unless such co�erage is pro�ided
�he ENGINEER on an occurrence basis.
(k} The CITY shall not be respansible for �he direct payment af any
insurance prem�ums required by this agreement. It is understood
that insurance cost is an allowabl� component of ENGINEER's
o�erhead.
([} All insurance required in s�cfion K_, except for the Professional
Liability insurance policy, shal! be written on an occurrence basis in
arder to be appro�ed by the CITY.
(m) 5ubconsultants to the ENGINEER shall �e required by the
ENGINEER ta ma�ntain the same or reasonably equivalent
insurance co�erage as required for the ENGINEER. When
subcor�sultants maintain insurance co�erage, ENGINEER shall
provide CITY with documenta#ian thereof on a certifieate of
insurance. Nofin+ithstanding anyfhing to the con#rary confained
herein, in the e�ent a subconsultant's insurance co�erage is
canceled or �erminated, such cancellation or termination sh�all not
constitute a breach by ENGINEER of the Agre�ment,
�. Independen� Con�ulf�nt
The ENGINEER agrees to perForm all services as an independent consultant and
not as a subcontractor, agent, or employee of the CITY.
NY, Disclosur�
The ENGWEER acknowledges to the CITY tha� if has made full disclosure in
writing of any existing conflicts of interest or potential confl�cts af interest, incfudir�g
personal financial inte�est, direct or indirect, in pro�erfy abutting fihe proposed
PROJECT and business relations�ips with abutting �roperfy cities, The
ENGINEER further acknowledges that it vuill ma�Ce disclosure in writing of any
conflicts of interest that de�elap subsequent to the signing of this contracf and prior
to finai payment under the contract.
N. �sbesto� or b�zardaus Substance�
(1) If asbestos or hazardous substan�es in any form are encountered or
suspected, the ENGINEER will stop its own work in the affected portions of
the PR�JEGT to p�rmif festing and e�aluation.
(2) If asbestos or other hazardous substances are suspect�d, the ENGINEER
wifl, if requested, assist fhe CITY in obtaining the services of a quafified
subcontractor to manage the remediation ac�i�ities of the PROJECT.
O. �e�mifting �o�fihori�ies � �esign Chang��
If permitti�g authorities require design changes so as to comply with pubiished
design criteria andlor current engineering prac#ice standards which the ENGINEER
should haue been aware of at the time #his Agreement was exeeut�d, the
ENGINEER shall re�ise pfans and specificafions, as requi�-ed, at its own cost and
expense, Howe�er, if desEgn changes are required due ta the changes in the
�ermitting authoriti�s' published design criteria andlor practice standards criteria
which are published after the dafe of this Agr�em�nt which the ENGINEER could
not have been reasonably aware of, the ENGINEER shall notify the CITY of such
changes and an adjustment in compensation will be made through an amendment
to this AGREEMENT.
i4riicl� V
Ohlig��ion� of �he City
Amer�dments to Article V, if any, are ir�cluded ir� Attachment C.
1�. Citytr�urni�hed Da�
The ClIY wi11 make a�ailable to the ENGINEER all techRical data in the CITY's
possession relafiing to the ENG�NEER's services on the PROJECT. The
ENGINEER may rely �apon the accuracy, #imelir�ess, and completeness nf the
informa#ion pravided by the CITY.
B. Acc�ss #o ��cili�ri�s and �roper�y
The C1TY will make i#s �acilities accessible to the ENGINEER as required far ihe
ENGINEER's perFormance of its services and will prouide labor and safety
equipment as required by the ENGINEER for such access. The CITY w�l� perform,
at no cost to the ENGINEER, such tests of equipment, machinery, pipeiines, and
other components of the CITY's facilities as may be required in cannection with the
ENGINEER's services. The CITY will be responsible for all acts af the CITY's
personnel.
�. �►d�er�i�em�n�, Permi�, �nd A�e��s
Unless otherwise agreed to in fhe Scope of Services, the CITY wi11 obtain, arran�e,
and pay for aq ad�eriisements for bids; pe�mits and licenses requir�d by local,
state, or �ederal aufhorities; and land, easements, rights-of-way, and access
necessary for the ENGINEER's seruices or PROJECT construction.
D. T'imely Revie�
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documert#s; obtain ad�ice of an attorney,
insurance couns�lor, accountant, auditar, band and financial ad�isors, and other
cansultants as the CITY deems appropriate; and render in writing decisions
r�quired by the CiTY in a timely manner in acco�dance with the projeet schedule in
Attachment A.
E. �r�ompfi Notie�
The CITY wi�l give prvmp# wriiten notice to ihe ENGINEER whenewer CITY
observes or becomes aware of any de�elopmen� that affects tl�e scope or timing of
the ENGINEER's ser�ices or of any d�fect in the work of the ENGINEER or
construc�ion contracfors.
l�. �►sbe��o� or H���rdou� Subs�nce� and Ind�mnificafiian
('l) To �he maximum exteni permitted by law, ihe CiTY wElf indemnify and
release ENGINEER and its off�cers, emp{oyees, and subeontractors from all
claims, damages, iosses, and costs, including, but not limited to, attorney's
fees and litigation expenses arising out of or refating to the presenc�,
discharge, release, or escape of hazardous subs#ances, con#aminants, or
asbestos on or from the PROJECT. Nothing contained herein shall �e
construed to require the CITY to le�y, assess or collect any fax fo fund fhis
indemnificafion.
(2) The indemnificafion and release required above sl�a{I not apply in the event
the discharge, release or escape of hazardous substances, contaminants,
or asbestas is a result of ENGINEER'S n�gligence or if such hazardous
s�abstance, confaminant or asbestos is brought onto the PROJECT by
ENGINEER.
G. Cont�actor� Indemni�c�fiion and Claims
The CITY agrees to include in all constructio� contracts the pro�isions af Articls
IV.E, regarding the ENGINEER's Personnel at Construction Site, and pro�isions
pro�iding contractor indemnification of the CITY and the ENGINEER for
contractor's negligence.
H. Contr�ctoY �laims and ihird��ar�y �ene�iei�ries
(1)
The CITY agrees to include the following clause in a�l contracts with
canstruction contractors and equfpment or materials suppliers:
"Contractors, subcontractors and equipmen� and materials
suppliers on the PROJEGT, or their sureties, shall mainta�n
no direct action agains# the ENGINEER, its ofFicers,
employees, and subcontractors, for any claim arising out
of, `rn connecfian with, or resulting from the er�gineering
services performed. �nly the ClT1' will i�e �he beneficiary
of any undertaking by the ENGINEER�"
�2)
This AGREEMENT gives no rights or be�efits to anyone other than the
CITY and �he ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement i# enters into wi#h any niher entity
or person regarding the PROJECT a pro�ision that such entity o� person
shall ha�e no fhird-party beneficiary r�ights under this Agreeme�nt.
(4}
�
(1)
Nafhing contained in this section V.H. shall be canstrued as a wai�er ofi any
right the CITY has to bring a claim against ENGINEER.
ClTY'� I�nsu�anc�
The C1TY may maintain �roperty insurance on certain pre-existing
s#ructur�s associa�ed witl� the PROJECT.
(2) The CITY will ensure that Buiiders Riskllnstallation insurance is mair�tained
at the replacement cost �alue of the PR�JECT. The CITY may pro�ide
ENGINEER a copy of the policy or documentation of such on a certificate of
insurance.
(3) The CITY will specify that #he Builders Ri��llnstallation insurance shal� be
camprehensive in coverage appropriate to the PROJECT risks.
J. �iiiga�ion �►��i��nce
The Scope ofi Services does not include costs of the ENGINEER for required or
requested assistance to support, prepare, document, bring, de�Fend, or assist in
litigation under�aken or defended by the C1TY. In the e�ent CITY r��uests such
servEces of the ENG�NEER, this AGREEMENT shall be amended or a separate
agreement will be negotiated between the parties.
!4. �h�nges
The CITY may make or approve changes within the general Scope of Services in
this AGREEMENT. If such changes affecf the ENGINEER's cost of or time
requir�d for performance of #he services, an equitable adjustment will be made
through an amendment to this AGREEMENT with appropriate GITY approval.
A�iicl� !!I
�eneral �.egal Provi�ion�
Amendments to Article VI, if any, are inciuded in A�tachment C.
A. Au4hori�,a�ion �o Pro�eed
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of
a written Notice to Proceed from the G3TY.
�. �eu�e efi F�rojec� Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, whether in hard copy or in electronic form, are instrumen�s o# service
for this PROJECT, whether the PRO.�ECT is completed or nat. Reuse, change, or
alfieration by �he CITY or by others ac#ing through or on �eha�f of the CITY of any
such instruments of senrice without the written permission of the ENGINEER will
be at the CITY's sole risk. The final designs, drawings, specificativns and
docurnents shall be owned by the CITY,
C. Force BAajeu�e
The ENGINEER is not responsible for �amages ar delay in performance caused
by acts of God, strikes, locl�outs, accidenfs, or other e�ents beyond ihe control of
the ENGINEER.
�. iermin��ion
(1) This AGREEMENT may be terminated only by the City fvr conWenience on
30 days' written not�ce. This AGREEMENT may be terminated by eifher #he
CITY or the ENGINEER far cause if ei#her party fails substantially to
perform #hrough no fault of the other and does nat commence correci�on of
such non�erformance with 5 days of writtet� nofi�ce and dilig�ntly complete
#he correction thereafter.
(2) If this AGREEMENT is terminated for the con�enience ofi the Cify, the
ENGINEER will be paid for terminatian expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans,
specifications or o#her forms of ENGINEER'S wor� praduct;
b.) Out-of-packet expenses for purchasing storage containers,
microfilm, eEectronic da#a files, and other data storage supplies or services;
c.) The time r�quirements for the ENGINEER'S personnel to document
the work underway at the time the CITY'S termination for conv�enience so
that the work efFort is suitable far long time storage,
(3) Prior fo proceeding with terminatEon services, the ENGINEER will submit to
the CITY an itemized statement of a!I termination expenses. The CITY'S approval
will be obtained in writir�g prior to proceeding wifh termination services.
�. Su�pension, Delay, or In�erruption to �91ork
The CITY may suspend, delay, or interrup# the services af the ENGINEER for the
convenience of #he CITY. ln �he e�ent of s�ch suspensEan, delay, or interruption,
an equitable adjustmenf in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation wil[
be made.
F. Indemni�cafiion
(1) Th� ENGINEER agrees to indemnify and defend the CITY from any lass,
cost, or expense claimed by third parties for property damage and bodily
injury, including death, caused solely by the negligence or wil[ful misconduct
of the ENGINEER, i#s employees, officers, an� subcontractors �n
connect[an wifh the PROJECT.
(2) If the negligence or willful misconduct of l�ofh the ENGCNEER and the CITY
(or a person identified abo�e far whom each is liable} is a cause of such
damage or injury, #he loss, cost, or expense shall be shared between the
ENGINEER and the CITY in proportion ta i��ir relative degrees of
negligence or wiilful misconduct as defermined pursuant to T.C.P. & R.
Code, section 33.0� 1(4) (Vemon Supplement 1996).
G. Assignmen�
Neither party shali assign all or any part of this AGREEMENT withouf the prior
written consertt of the other par�y.
HI. In�erpre���ion
Limitations on I�ability and indemnities in this AGREEMENT ar� business
understandings between the parties and s�ail apply fo a11 the difFerent theories of
recovery, including breach of contract or warranty, tort including negligence, strict
or stat�atory liability, or any ather cause of action, except for willfiul misconduct or
gross negligence for limita�ions af liabilify and sole negligence for indemnificafion.
Parties mean the CITY and the ENGINEER, and their officers, employees, agents,
and subcontractors.
I. .Ju�isdicfiion
The law o# the Sta#e of Texas shafl go�ern the �alidity of this AGREEMENT, its
infierpreta�ion anc� pertormance, and any other c[aims related to it. The venue for
any litigation related fo this AGREEMENT s�all be Tarrant Couniy, Texas.
J. �I�ern��e Dispufie l��salufiion
(1} A!I claims, disputes, and oth�r matters in question between the CITY a�d
ENGINEER arising out of, or in connection with fhis Agreement or the
PROJECT, or any breach of any obligatior� or duty of CITY or ENGiNEER
hereunder, wi11 be submitted to mediation. If inediatian is unsuccessful, the
claim, dispute or other mat�er in question shall be submitted to arbitration if
both parties acting reasonably agree that the amaunt of the dispute is I�kely
#o be ��ss than $50,OQQ, exclusi�e of attorney's fees, costs and expenses.
Ar�i�ration shall be in accordance with #he Construction Industry Arbitratiort
Rules of the Ame�ican Arbi#ration Associafian or other applicable rules ofi
th� Association t�en ir� effect. Any award rendered by the arbitrators less
than $50,000, exclusi�e of attorney's fees, costs and expenses, will be final,
judgment may be entered fihereon in any court having jurisdiction, and will
not be subj�ct to appeal ar modification except to the e�ct�nt permitted by
Sections 10 and 11 ofi the Federal Arbi#ra#ion Act (9 U.S.C. See�ions 10 ar�d
'I 1).
(2) Any award greater t�an $50,�00, exclusi�e of attorney's fees, cos�s and
expenses, may be litigated by eEther party on a de novo basis. The award
sha11 be�ome final ninety (90) days from the date same is issued. If litigation
is filed by ei�her party within said ninety (9D) day period, the award shall
become null ar�d �oid and shali nofi be used by either party for any purpose
in fhe litigafion.
F�. S�v�rability a�nd Sur�r►i�al
!f any of the provisions contained in fhis AGREEMENT are held far ar�y reason io
be in�alid, illegal, or unenforceable in any respecf, such i�validity, illegalify, or
unenforceability will not affect any other pro�ision, and this AGREEMENT shall be
construed as if such in�alid, illegal, or unenforceable pravision had never been
conta�ned herein. Artic�es V.F., VI.B., VI.D., VI.H., VI.I., and VLJ. shall survi�e
terminatian of this AGREEMENT for any cause.
L. Ob�er�re and Comply
ENGINEER s�all at all times observe and comply with all federal a�nd State laws
and regulations and with all City ordinances arid regulations which in any way
affect this AGREEMENT and the work hereunder, and shall observe and comply
wifih al! orders, laws ordinances and regulations which may exisf or may be
enacted iater by governing bodies having jurisdiction or authority for such
enactment. No plea of misunderstanding or ignorance thereof shall be considered.
ENGINEER agrees ta defend, indemnify and hold harmless CITY and all of ifis
officers, agents and employees fram and against all claims or liability arising out of
the �iolation of a�y such order, law, ordinance, or regulatior�, whether it be by itself
or i�s employees.
�o�ticl� V�I
Ait��hmenfis, Schedules, and Sign�tu�es
This AGREEMENT, including its attachments and schedules, constifutes th� entire
AGREEMENT, supersecies all prior' written or oral understandings, and may only be
changed by a written amendment executed by bofh parties. The fol[owing attachments
and schedules are hereby made a pa�k of this AGREEMENT:
Attachment A- Scope of Services
Attachmenf B — Compensation
Attacl�ment C— Amendments to Sfandard Contract
Executed this the day of , 20
(R�MAINI7�.R OF PAGE 1NTENTIONALLY LEFT BLANK)
ATTEST�
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Gl`oria Pearso
City Secretary
APPR�VED AS T� �'ORM
AN❑ LEGALITY
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Assistant Ciiy Attorney
ATTEST:
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Ccant��ct Au�.horiz tiosl �
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C1TY OF FORT WORTH
By:..� ,� �= �`': -
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ss�stant City Manager
ENGINEER
Dunaway Associates, inc.
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ATTACHMEI�TT A— SCOPE OF SERVICES
The project limits encompass approximately 8.Q acres within a 33.978 acre tract as shown on
a tapographic survey prepared by Dunaway Associates, Inc. and dated August 28, 2Q01. A
capy af this survey is includecf with this praposal.
li is the des�re of the City of Fort Worth to consiruct parking �ots on this property to serve as
boti� overFfow parking for the Fort Worth Cats Stadium and parkir�g for patrons �sing the city's
�us transportation system. Aecordingly, North Fourth Street shall serve as an entrance for
bus traffic that will tum and run along former North Calhoun Street far loac�ing and unloading
and then exit out North Fifth Street. En additior�, the ciiy desires to fill the exisfing three
evaporation ponds tha# ar� jus� east of Narth Janes Street and just North of North Fifth Street.
Although fi!! has recently b�en placed on the properky, no ne� topographic survey will �e
performed. Ear�rwork calculations wifl not be perFormed. Per George Behmanesh, P.E.,
flood studies for Empact on Sump Na 26W fram this project will not be performed.
DAI will prepare a striping plan and grading and drainage plan for the approximately
8.0 acres of additional parking. These plans wifl be prepared in accordance with City
af Fort Worth 5tandards and wil! be approved by #he City af Fort Worth for
constrUction. These plans will be sealed fay a prafessiona! �ngin�er licensed i� the
State of Texas.
2. DAI will provide construction staking for Tarrant County forces to assist them in
cnnstructing the impro�ements designed by DAI.
Port Worth Caks Parking �xpansion AEtachmeat A
Dunaway Associates, Inc.
�ay ��, zoaa
ATTACHMENT B — COIV�PENSATI01�1
Dunaway Assaciates, lnc. will provide the scope of services describec! at Attachment A for a
LUMP SUM FEE of $12,�OQ.Oa. The breakdawr� af th�s fes is as follows:
1. Striping Plans - $2,500.00
2. Grading & Drainage Plans - $5,OD0.00
3. Construction Staking - $3,500.00
4. Reimbursables- $1.000.00
Total Fee $12,000.00
Fort Worth Cats Parking 8xpansion ATTACHMENT B
Dunaway Assoeiates, Tnc.
May 12, 2003
ATTACHMENT C-- AMENDMEl�TTS TO STANDARD CONTRACT
The following is a partial list of items nat proposed to be pro�ided in the scope of work
indicated on Atkachment A:
9. Development of a drainage area map or storm drain design is not incfuded.
2. Site lighting design is not included.
3. Design of water or sanitary sewer improvements is not included.
4. Ffood studi�s are not included.
5. Surveying s�rvices, other fhan the construction staking, are not included.
6. En�ironmerrtal in�estigations or remediat�on is not included.
7. Earthwork calculaiions to ensure balance of cu�lfill will not be performed.
Fort Worth Cats Parking Expansian ATTACHMENT C
Dunaway Associates, Inc.
May 12, 2003