HomeMy WebLinkAboutContract 27906(l, �� , t�.. ,�' .. .� , .;
�,l�"Y ���:���A�Y �.
�'r,'"`' �"''��� No. �� 1���
ci�r o� Fo�T wo�rH, r�x,�s
SiAN�ARD AC��EM�NT F0�2 ENGlN�ERlNC SFRVICE5
This AGREEMENT is between the Gity ofi Fort Worth (the "CITY"}, and Transyst�rns
Corporatian Consultants, (the "ENGINEER"), for a PROJ�CT generally described as Traffic Signal
D�sign at Eight (8) Locatians.
Ar�icle I
Scope a# Services
A. The Scope of Services is set farth in Attachment A.
,4rticle II
Camper�satian
A. The �NGINEER's compensation is set farkh in Attachment B.
Articie III
Terms af Payment
Payments to the ENGINEER will be made as fallows:
A. [nvoice anc! Payment
(� ) The ENGINEER shall pravide the CITY sufficient documentaiion to
reasonably substantiate the invoices:
(2) In�oices will be issu�d by the ENGINEER for each worK arder task
completed under t#�is AGREEMENT.' Invoices are due and payable within
30 days af receipt.
(3) Upon completion of services enurr►erat�d in Article I, the final payment of
any balance wilE be due within 30 days of receipt of the fina! invoice.
(4) In the event af a�isputed or contested billing, only that partion so contested
will be withheld from payment, and the undisputed portion will be paid. The
GITY wili exercis� reasanableness in cantesting any bill or portion thereaf.
No interest will acc�ue on any contested portion of the billing until mutually
resolved.
(5) If tl�e CfTY faEls to make paym�nt i� ful� to the �NGIN��R for billings
contested in goad faith within fi0 days of the arnount due, the ENGINEER
may, after giving seven (7) days' written notice to CITY, suspend services
under this AGRE�MENT until paid in full, including interest. In t�a ever�t af
st�spensioh of services,.the ENGINEER sha[I have no liability to CiTY for
delays ar damages caused the CITY becaus� of such suspensian af
services.
_1_
� -��„�,:� . _. . . � .
y�4 '�; .
� ��� � �� � .
�� �p ���I��' �, � ����;_
Arficle IV
Obligations of �he �NGW�FR
Amendments to Article IV, if any, aTe included in Attachment C.
A. Generak
The EMGlN�ER will
Agreemenf, praviding
incidental thereto.
�,
�.
Q
Standarc� of Care
serve as the CfTY`s inspeci�on representati�e under fhis
consultation and ad�ice and furnishing customary services
The startdard of care applicable to the ENGINE�R's services will be the degree of
skill and diligence normally emplayed in th� State af Texas by professianal
engineers ar consultan#s per�arming the same or similar services at the tim� such
services are perfarmed.
Subs�arface fnvestigations
(�) TE�e ENG[NEER shall advise the CiTY with regard fio the necessity for
sUbcontract work such as special surveys, t�sts, test barings, or other
subsurface inves#igations in cannection with design artd engineering work to
be pertormed hereunder. The ENGINEER shall also advise the CITY
concerning the results of same. Such surveys, fests, and investigatians
shall be furnished by tha CITY, unless otherwise s�ecified in Attachmen# A.
(2) In soils, foundataan, groundwater, and other subsurface invesfiga#ions, fhe
actual characteristics may �ary significantly between successive tesf points
and sample intervals and at locations o�her than wh�re obser�ations,
expl�ra#�on, and inv�stigations have been made. Because of the inherent
uncertain#ies in subsurface e�a[uations, changad or unanticipated
under�round conditions may occur that could affect tihe tatal PROJECT cost
andlor execution. �hese condi#ians and c�stlexecution effects are not the
responsibility ofi the ENGINEER. .
Preparation of �ngineering Drawi.ngs
The ENGINE�R will provide to the CI7Y the originaE drawings of all plans in ink on
reproducfble plastic film sheets, if req�ired under the 5cope of Serviees, or as
otherwise ap�roved by C1TY, which shall becam� #!�e �roperty of #he CiTY. C[TY
may use s�ch drawings in any manner it d�sires; provided, however, that the
ENGINEER si�aq not be liable for the use of s�ch drawings for any projecf other
than the PROJECT described herei�.
-z-
E,
�.
�ngineering Personnel at Construction Site
(1) The presence or d�ties of the ENGINEER's perso�nel at a constructior� site,
whether as an-site represenfatives or otherwise, dn not ma[ce fhe
ENGiNEER or its personnei in any way responsible for those duties tk�at
b�lang to the CITY andlar the CITY's construction contraciars ar ather
enfities, and do not refieve fF�e constructian contractars ar any other entity of
their abligations, duties, and responsibilities, including, but nat limiied to, all
construction me#hods, means, techniques, seque�ces, and procedures
necessary for coordinating and completing all por�io�s of the canstrucfion
work in accordance with the Contract Doeuments and any health or safety
precautinns re�uired by such canstructian waric.
(2) Except to the extent of specifie site visits expressly detaiied and s�t torth in
At�achment A, the ENGINEER or its personnel shall have no obligation ar
responsibility to visit the constnaction site ta becarne familiar with the
progress or q�ality of fhe completed work on the PROJECT or ta detertnine,
in general, if the work on the PROJECT is being performed in a manner
indicating that the PRO,lECT, when campleted, wifl be in accordance wifh
the Contract Documents, nor sha11 a�ything in the Cantract Docu�nents or
the agreement betw�en CITY and ENGWEER be cor�strued as requiring
ENGWEER tfl maice exhaus#ive or cantinuous on-site inspections to
discover Eatent defects in the work ar atherwise check the quality or quantity
af the wor[c on t�e PROJECT. If, for any reasor�, the ENGINEER sho�ld
make an an-si#e observation{s), on the basis of such on-site observations, if
any, fh� ENGINEER shafl endea�or to keep the CITY inforrned of any
de�iation from the Contract Doct�ments coming to the actual notice of
ENGINEER regarding the PRQJECT.
(3) When profi�ssional certi#icatian or }��rformance or cha�acterisfics of
ma�erials, sys#ems ar equipment is reasonably required to perform the
s�rvices set forth in the Scope of Services, fhe ENGINEER shal� be entitled
to rely upon such cer�i�catian to es�abfish mater[als, sysfems or equipment
and pertormance criteria to be required in the Cor�tract Documents.
Opinions of Prabable Cost, Financiaf Considerations, and Schedules
(1) The ENGINEER shall provide apinions af praba6le C05f5 based an the
curre�� a�aila�fe infarmatian at the time of pr�paratio�, in accardance with
Attachment A.
(2} In providing apinions af cost, financial anafyses, econamic feasibili#y
projecfions, and schedules for the ['ROJECT, the �NGINEER has no
cor�troi over cost or price of labor and materials; unknown or latent
canditions of existing equipmenf or structures #hat may a�ect operation or
maintenance costs; competitive bidding pracedures and market canditians;
time ar qualify or perFormance by fhird parties, quality, type management,
or direction of aperating personnel;
facfors tha# may mate�ially affecf the
Therefare, the ENGINE�R makes
and other economic and operafional
ulfimate PROJECT cast or scf�edule.
na warranty fhat the CITY's actual
-3-
PROJECT costs, financial aspec#s, economic feasibility, or schedules will
not vary from the ENGINEER's opinions, analyses, projections, or
estimates.
G. Construction �rogr�ss �aymenfs
Recommendations by the ENGINEER to the CITY for pariodic cnnstruction
progress payments to #f�e cor�struction contractor will be �ased on fhe
ENGIN�ER`s knowledge, infarma#ion, and belief from selective sampling and
observation that th� work has progressed to the paint indicated, Such
recommenda#�ons do not represent that cantinuous or detailed examinations have
been mad� by the ENGINEER to ascertain thaf the construction contractor has
completed the work in exact accorda�ce with the Coniract Documents; that the #inal
work wil[ be acceptable in all respecfs; that the ENGINEER has made an
examination to asc�rtain how or for what purpose fhe construction contractor l�as
used the moneys paid; that title to any of the work, rr�aterials, ar equipmen� has
passed ta the CITY free and clear of liens, claims, security interes#s, or
encumbrances; or that tf�ere are not other mat�ers at issue between the CfTY and
the constructian cantractor #hat affect fihe amount that should be paid.
H. Recard Drawings
Recc�rd drawings, if required, wili �e prepared, in part, on the basis af informatian
corr3piled and furnished by others, and may no� always re�resent the exact locatian,
type af various camponenis, or exact manr�er in which the PRQJECT was finally
constructed. The �NGIN�ER is nat responsible for any errars or omissions in th�
informatian from others that is incarparafed inta the record drawings.
I. fV�inarity and Woman �usiness Enterprise {N11W��) Participa#ion
In accord with the City of Fort Warth Ordinar�ce No. 11923, as amend�d by
Ordi�ance �347�, the CITY has goals for the par�icipation of minority business
enterprises and woman business enterprises in CITY contracts, ENGINEER
acknawledges the MlWBE goal established �ar this contract and its commitment to
meet that goaf, Any misrepresentation of facts (other than a negligent
misrepr�sentation) andlar the commission of fraud by the ENGINEER may result in
the termination of tY�is agreement and d�barment from participating in CITY
contracts for a period af time of not less than three (3} years.
J. Right to Audi�
(� ) ENGIN��R agrees thaf the CfTY shali, until the expiration of three (3) years
aft�r final paymenfi under this contrac#, have access to and the right to
examine and photocopy any dir�ctfy perkinent books, documents, papers
and recards of the �NGINEER invoi�ing transactions relating to this
cantract, ENGINEER agrees that t�e CITY shalf have access durir�g narmal
working hours to alf necessary ENGINEER facilities ar�d shall be provided
adeq�ate and appropriate workspace in order to conduct audits in
campliance with the provisions of this section. The CITY shall giv�
ENGINEER reasor�able ad�ance notice of intended audits.
��
(2) ENGINEER further agrees ta include in all its subcansultant agre�ments
hereunder a provision to the efFect fhaf the subconsultant agrees that the
CITY shall, until the expiration of three (3) years affer final payment ur�der
the subcantract, have access to and the right to examine and phofocopy
any directly pertinent baoks, dQcuments, papers and records of such
subconsultant, Envolving transactions to the subcontraet, an� f�rther, that
the CITY sha�l have access �uring r�ormal working hours fo all necessary
subconsul#ant facilities, and shall be provided adequate and appropriaie
work space, in order fo conduct audits in compliance with fha prtivisions of
this article together with subsection (3} hereof. GTY shall give
subconsultant reasanable a�vance natice of intended aUdits.
(3) ENGINEER and subconsultant agree to phatocopy sueh documenfis as may
be requested �y i�e CITY. The CITY agrees ta reimburse ENGiNEER for
�he cost af capies at the rat� publisl�ed in the Texas Administra�ive Cacle in
e�fect as of t�e #ime co�ying is pertormed.
FC, �NGIN��R'S Insurance
(1) Insurance coverage and iimits:
ENGIN�ER shafl pr�vide to t�e CiTY certificate{s) af insurance doc�menting
policies of the following coverage at minimum iimits which are to �e in effect priar t�
comrn�ncerrtent of work on the PROJECT:
Cammercial General l.iability
$1,aoo,a04 each occurr�nce
$1,000,400 aggregate
Automobile L.iabili#y
$1,OOO,Q00 �ach accident (or reasonably equiva�er�t limits ot caverage if wrifiten on
a split limifs basis). Caverage shall be on any vehicle used in tha caurs� of the
pR�JECT.
Worker's Compensa#ion
Go�erage A: statutory limits
Coverage B: $�00,000 eacf� accident
$5D0,000 disease — policy limit
$100,Ofl0 diseas� — each �mploy�e
ProfessEonal �iability •
$'f,000,000 each c�aimlannua! aggregat�
(2) Certificates of insurance evidencing that the ENGINEER has obtained all
required ir�surance shal� be delivared to the CITY prior ta ENGINEER
proceeding with the PROJECT.
(a) Applicable policies shall be enforced ta name the CITY an Additional
insured therean, as its ini�r�sts may appear. The term CITY shall
ir�cl�de its employees, officers, o�ficials, ager�ts, and vnf�[nteers as
respects the cor�tracted services.
-S-
(b) Certificate(s) of insuranee shall doc�ment that insurance coverages
specified according to Section J.(1) and J.(2} of this AGREEM�NT
ar� provid�d u�d�r ap�licable policies documen#ed therean.
(c) Any failure on part of the C[TY to req�es# required insurance
�ocumentation shail not co�stit�te a waiver of the insurance
requirements.
(d} A rninimum of thirty (30) days natice of car�cellation, non-r�newal or
materia! change in coverage shall be provid�d to the C[TY. A ten
(�0) days notice shall be acceptable ir� the e�ent flf non-payment of
premium. Such terms shall be endarsed anfio ENGINEER's
Insurance . policies. Notice shal� be senf to the respeefive
Department Director (by name}, City of Fart Worth, 1000
Throckmorton, For� Wortn, Texas 76102.
{e) Insurers for all policies must be autho�ized to do �usiness in the
Stat� of Texas or be otherwise a�prove� by the CITY; and, such
insurers shal! be acceptable to ti�� CITY in t�rms of #heir financial
str�ngfh and salvency.
(fi) Deductibfe limits, or self insured retentions, affecfing insurance
re�uired herein may be acceptable to the CITY at its sole discre#inn;
and, in lie� of #radifional insurance, any aiternative coverage
maintain�d through insurance pools ar risk retention graups must be
also approved. Dedicated fiinancia! resources or letters of credit may
also be acceptable to the CITY.
(g} Applicable policies shall each be endors�d wit� a waiver of
subrogatian in favor of the C1TY as respects the PRO.�ECT.
(h} The GITY shall be enfitle�, upon its request and wfthout incurring
expense, to review the �NGWEER's insurance policies inciuding
endarsements thereta and, at the CITY's discretian, th� ENGINEER
may be required to provide �roof of insurance premium payments.
{i) The Commercial General Liabifity insurance policy shall have no
exclusians by endorsements unless such are appraved by the CITY.
(j} The Professional Liability insurance poficy, if written an a ciaims
ma�e basis shall be maintained by the ENGINEER far a minimum
two (2) year periad subsequent to the �erm of the respective
PROJECT cantract with #he CITY unless suc� coverage is provi�ed
the ENGIN�ER on an occ�arrence bas�s.
(k) The CITY shalf nai be responsible for the direc# payment of any
insurance premiums reguired by this agreement. [t is understoad
that insurance cost is an allowable component of ENGINEER's
ovefiead.
-6-
(I) AI[ insurance required in Section J., excepfi far the Prafessionaf
�iability insurance policy, shalf be wri�ten an an occurrence basis in
order.to be appraved by the CITY.
(m) Subconsultants to tF�e ENGINE�R shall be required by ��e
ENGINE�R ko maintair� fhe same or reasonabiy equivalent
insurance coverage as required for the ENGINEER. When
insurance coverage is maintained by subconsultants, ENGINEER
shalf pr�vide C1TY wifh docUmentati�n thereof on a certificate of
ir�surance. Natwithstanding anykhing to fhe cantrary cantained
herein, in the event a subconsu�tant's insurance cov�rage is
canceled or termit�ated, such cancellation or termir�ation shall nat
constitute a breach by ENGINEER of the Ag�-eement.
L. Independent Consulfanf
The �NGINEER agrees to perforrn all services as an �ndependent consultant and
not as a subcantractor, agent, or employee of the CITY.
M. Disclasure
The ENGINE�R acknowledges ta the CITY tha� it has made full disclasure in
writing of any existing conflicts of interest or patential cor�flicts of inferest, including
personal fina�cial interest, direct ar indirect, in property abutting the praposed
PROJECT and business relationships with abutting property owners. The
�NGINEER further acknowledges that it will mak� disclosure in writing of any
conflfcts of interest which develop subsequent to tf�e signing of this contract and
�rior fa final payment under fhe contract.
N. Asiaestos or Hazardous Substances
(1) I# asbestos or hazardo�s substances in any form are encauntered or
suspectsd, the ENGINEER wi[I stop its own work in the affecied poriions af
the PRO,]ECT to permit testing ar�d evaluatian.
(2) If asbestos or other hazardaus substances are suspected, the ENGCNEER
will, if requested, assist the C1TY in �btaining the services of a qualified
subcontractor to manage the remediation activities af th� PROJECT.
O. �erm�tting ,4uthorities — Design Changes
If p�r'miffing authorifies require design changes so as to comply with publishec�
design criteria ar�dlor current engineering practice standards which the �NGINE�R
should have been aware of at the time t�is Agreement was executed, the
ENGINEER shall revise plans and specifications, as required, at its own cost and
expense. However, if design changes are required due to the changes in the
permitiing authoriiies' published design criteria a�dlor prac�ice sta�dards criteria
which are published after the date of this Agreement which the �NGINEER cou{d
not have been reasonable aware of, the ENGINEER shall nofify the CITY of such
changes and an adjustment in compensafian will be made through an amencEment
tn this AGREEMENT.
e►e
Article V
Obligations of fhe Ci4y
A. Ci�y-Furr�ished Data
The CITY will make available to the �NGINEER all technical data in the CITY's
passessian rela#ing to the �NGIN�ER's services on the PROJECT. Th�
ENGINEFR may rely upon the accuracy, timeliness, and complefeness a� the
infarmation pra�ided by #he C�TY.
�. Access to �aci[iti�s and �roperty
The CITY will make its facilities accessible to the ENGINEER as required for the
�NGINEER's �erforrnance of i�s services and will provide labor and safety
equipment as required by #�e ENGINEER for such aceess. TF�e CITY will perForm,
at no cost to the ENGINEER, such tests of equipm�nt, machinery, pipelines, and
other components of the CITY's faci�ities as may be required in connection with the
ENGINE�R's services. The CfTY will b� �esponsible for all acts af the CIiY's
personnel.
C. Ad�rertisements, Permits, and Access
LJn[ess ofherwise agreed to in the Scope of Services, fhe CITY will ob�ain, ar�range,
and pay for all advertisements far bids; permits and licenses required by local,
state, or federal authflrities; and [and, easements, rights-of-way, a�d access
necessary for the �NGINEER's services ar PROJECi construction.
D. iimely Re�view
The CITY wil! examine the ENGiNEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an at�orney,
insurar�ce counse�ar, accaunfant, auditor, 6ond and financial advisors, and other
consultants as the CITY deems appropriate; and render in writing decisions
required by the CITY in a timefy manner.
�. Prampt Nofice
T�e CITY will give prt�mpt notice to the ENGIN�ER whenever C[TY observes or
becomes aware of any developme�t that affacts th� scape or timing of the
ENGINE�R's services or af any defect in the work of the ENGINEER or
consfr�c�ion contrac#ars.
�. Asbestos or Hazardous Substances and Indemnification
('[ } To tf�e maximum extent permitted by law, the CITY will indemnify and
release �NGINE�R and its officers, employees, and subcontractors fram all
claims, �amages, losses, and costs, including, but not limited to, at#orney's
fees and litiga#ifln expenses arising out of or reia�ir�g fo the presence,
diseharge, release, or escape af hazar�ous substances, contaminants, or
_g_
asbestos on or from �he PROJECT. Nothing eontained herein shall be
construed to require the CI7Y fo fe�ry, assess or collect any tax to fund this
ir�demnification.
(2) The indemnificatian and reiease �equi�ed abo�e shall not appfy in the event
the discharge, release or escape of hazar��us substances, contaminants,
or asbestas is a resc�lt of ENGINEER's neg�igence or if such hazardaus
substance, contamir�ant or asbestos is braught onto the PROJECT �y
ENGINEER.
G. Coniractor Indemnification and Craims
The CITY agrees to include in al! cortstruction contracts the provisions of Article
N.E. regar�ing the �NGINEER's Personnel at Consfruction 5ite, and pra�isions
providing contractor indemnification of the C1TY and fhe ENGINEER far
contractor's negligence.
k. Contractior Claims and Yhird��ar�y Bene�'rciaries
(1) The CITY agrees tti incl�de the faUow[ng clause in a!I contracts with
canstruction cantraciors and equipment or maferia[s suppliers:
"Contractors, subcontractars and ec�uipment and materials suppliers on the
F'ROJEGT, or their sureties, shall maintain no direct action against the
ENGINEER, its afficers, employees, and su�contract�rs, for any claim
arising o�t of, in connection with, or resulting from the engineering s�rvices
perfflrmed. Only the CITY wili 6e the benefiiciary of any undertaking by the
ENGENEER."
(2} This AGREEMENT gives na righf or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party b�neficiaries.
(3} The CITY will incfude in eacY� agreement it enters into with any ather entity
or perso€� regarding the PROJECT a provision that such entity ar person
shall have no thirc[-par�y b�neficiary rights under this AGREEMENT.
{4) Not�ing contained in this section V.H. shall be construed as a waiver of any
right the CITY has to bring a claim against ENGINEER.
I. C17�Y's lnsurance
(1) The CITY may maintain property insuranc� on certain pre-existing
structures associat�d with the PRO.IECT.
(2} The C1TY wili ensure that Builders Riskllnstallatiot� insurar�ce is mainfained
at the replacement cast value of the PROJECT. The CfTY may pravide
�NGINE�R a cflpy of fhe policy or documentafion af such on a certificate of
ins�rance.
(3) The CITY will specify that the Builders Riskllnstaf�atinn insurance shall be
cnmprehe�sive in coverage appropriaie #a th� PROJECT risks.
-9-
J. Litigation �ssis#ance
The Scape of Services does nat include costs of the ENGINEER �or required or
req�rested assisiance to support, prepare, docum�nt, �ring, defend, or assist in
litigation undertaken or defended by the CiTY. [n the event CITY r�quests such
services of the ENGINEER, this AGREEMENT shall be amended or a separate
agreement will be negofiated between the par�ies.
K. Changes
The CITY may make or a�prove changes witl�in fhe genera� Scope of Services in
this AGREEMENT. If such changes affect the ENGINEER's cost of or time
required for performance of fhe services, an equitable ad�us�ment will be made
through an amendment to fhis AGREEMENT with appropriafie CiTY appr�val.
AorE�cl� VI
Ceneral �egal Provisrons
Amen�ments to Ar�icle VI, if any, are inc[uded in A#tachment C.
A, Authori�a#ian to �roceed
ENGINEER sh�ll be auihorized to proceed wifih this AGR�EMENT upor� receipt flf
a written Notice to Proceed frarn #he CITY.
B. Reuse a� Projecf �ocumenfs
All designs, drawings, specifications, documents, and other work praducts of the
ENGINEER, wf�ether in hard copy or in electranic farm, are instruments af service
for this PROJECT, whetf�er the PROJECT as completed or not. R�us�, chan�e, or
alteratian by th� C�TY ar by Qthers acting through ar an behaff of the CITY of any
such instrume�ts of service without tf�e written permission o� the ENGINEER will be
at the CITY's sale risk. The fnal designs, drawings, specifications and documents
shali �e owned by fhe C�TY.
C. �orce Ma�eure
The ENGINEER is not responsible for damages or delay in per�ormance caused by
acts af God, strikes, iockouts, accidents, or other evenfs beyond the control of the
ENGINEER.
�. Termina�ion
{1) This AGREEMENT may be terminated only by the City for canve�ience on
3Q days' written r�otice, This AGREEMENT may be terrninated by either the
GITY or the ENGIN�ER for cause if either party fails substantially ta
perForm through r�o fault of tn� other and does not cammence correcfiion of
such nonperformance within fi�e (5) days of written notice and diligently
compl�t� the correction therea�ter.
-lo-
(2) If #his AGREEMEN�' is tsrminated for the cortvenience o# the CITY, the
ENG{NEER will �e �aid for terminaiion expenses as follows:
(a) Cosf of reproduction of partiaE or compiete studies, plans,
specificaiions or other forms of ENGINEER's work product;
(b} 4ut-of-packet expenses
microfilm, electronic data
SEI'VIC2S;
for purchasing starage containers,
fil�s, and otl�er data storage supplies or
(c) The tim� requirements for the ENGINEER`s persannel to document
the work underway at the time the CITY's termination far
can�enience so that the work effo�t is suifable for long t9me storage.
�.
F.
{;.
{3) Prior to proceeding wifE� termination services, tt�e ENGINEER will submit to
the CiTY a� itemized statement of all termination expenses. The CITY's
approval will be obtained in writing priar to proceeding with termination
services.
Suspension, �elay, or Interruption #o Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER far fhe
cflnvenience of the CITY. In the e�ent of such suspension, delay, t�r interru�tion,
an equitable adjustment in the PROJECT's schedule, commitment and cQst of t}��
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will
be made.
indemnificatifln
(1) The ENGINEER agrees to indemnify and daf�nd the CITY from any loss,
cost, or expense claimed by third partie� for proper�y damage and bodi[y
injury, including death, cause� so[ely by the negligence or willful misconduct
of the ENGINEER, its employees, officers, and subcontractors in co�nection
with the PROJL�CT.
(2) f# the negligence or wi�ffi�) misconduci of b�th th� ENGfNEER and the CITY
(or a�erson �dentified above for whom each is liable) is a cause of suc�
damage or injury, the loss, cost, or expense shall be shared between the
ENGINEER and the CITY in pro�ortion ta their relative d��rees of
negligence or willful misconduct as determined pursuant fa T.C.P. & R.
Cade, section 33.011(4) (Vernon Supplement 199G}.
Assignmen�
Neither party will assign all or any part of this AGREEMENT without the priar
written consent of fhe other patty.
-11-
F�. lnter�retatior�
Limitations an liability and indemniiies in this AGREEMENT ar� business
understandir�gs �etween the parties and shalE apply ta ali the different theories of
recovery, including breach of cor�tract or warraniy, tort including n�gligence, strict
or s#atutory liability, or any oth�r caus� �f actian, exce�t for will�ul misco�duct or
gross negligence far limitations of lia�ility and sole negligence for indemnification.
Parties means the CITY and the ENGiNEER, and their officers, employees, ag�nts,
and subcontracfars.
I. Jurisdiction
The law of the Stafie af Texas shall gavern the validity af #his AGRE�ME�lT, its
interpretafion ar�d performance, and any other claims related ta it. 7he venue for
any litigation related to this AGREEMENT shall be Tarrant County, Texas.
J. Al�ernate �ispu#e Resolution
(1) All claims, dis�ufes, and other matt�rs in question between the CITY and
ENGIN��R arising out of, ar in connection with this AGR�EMENT or the
PROJECT, or any breach of ar�y obligation ar duty of CETY or �NG�NEER
hereunder, will be submitted �o mediation. If inediation is unsuccessful, the
cla�m, dispute ar oth�r ma�ter in questians shall be suE�mitted to arbitration if
botli parties acti�g reasonably agree that the amount of fhe disptafie is like�y
to be less than $5q,000, exclusi�e of at�orney's fees, cos�s and expenses.
Arbitration shalf be in accordanc� wit� the Canstruction Indus#ry Arbitratian
Rules of the American Arbitration Association or oth�r a�plieable rules a�F
the Associa#ion then in effect. Any award rer�dered by the arbitrators less
than�$�D,000, exclusive of attorney's fees, costs and expenses, will be final,
judgemenfi may be entered thereon in any court having �urisdic#ion, and will
nat be subject to appeal or modificatian except to fihe extent permitted by
Sections 10 and 11 of tF�e Federal Arbitration Act (9 U.S.C. S�ctions 1� and
11.)
{2) Any award greater than $50,OQ0, exclusive of attarney's fees, costs and
expenses, may be litigated by either party on a de novo basis. The award
st�all become final ninety (90} days from t�e date same is issued. !f
litigation is filed by eith�r par�y within said ninety (90) day period, the award
s�ail become null and void and shall not be used by either party, far any
purpase in the litigation.
K. Se�erabi�ity and 5urvival
If any af the provisions corrtained in fhis AGREEMENT are E�eld for any reasa� ta
be invalid, illegal, ar unenfarceable in any respect, such invalidity, iilegaliiy, or
unenforcea�ility will nflt affect any other provisian, and this AGREENiENT sha[I be
construed as if such Ertva�i�, illegal, ar unenforceable provision �ad n�ver been
contained h�rein. Articles V.F., VI.B, VI.D, VI.H, and VE.J sha[l survive termination
o� this AGREEMENT for any caus�.
- I 2-
�.. Ohserve a�d Com�ly
ENGINEER shal! at all time observe and comply with all federal and S#ate laws and
regulations and with all CITY ordinances and regulatians which in ar�y way affect
this AGREEMENT and tha wark hereunder, and shali o�serve and carr�ply with all
ard�rs, laws, ordinances and regulations which may exist or rrtay be enacted later
by gaverning bodies having jurisdiction or authority for such enactman#. Na plea of
misunderstanding or ignorance thereof shalf be considered. �NGINEER agrees to
defend, indemnify and hold harmless CfTY and all of its afficers, agents and
employ�es fram and against �II claims or fiability arising out of the �ialation of any
such order, faw, or�inance, or regulatian, whe�h�r ifi be by itself ar its emp[oye�s.
Article VII
Attachments, Sch�du[es, and 5ignatures
This AGRE�MENT, inc[uc�i�g its attachments and schedules, canstitutes tt�s eniire AGREEMEIVT,
supersedes a{I prior written ar oral understandings, and may only be changed �y a written
amendm�nt exect�fed by bath parties. The following atfachments and scheduEes are hereby made
a part of this AGREEMENT.
At#achment A— Scope of Services
Attachmeni B -- Compensation
ATTEST:
��
�loria Fearsor��
City Secr�fary '
CITY 4F F'ORT WORTH
/ '
-� -
.
� � � Marc tt
Assis nf Cify Manager
A['PROVED AS TO F�RM
AND �EGALITY
��� ��
� �
Gary Steinberger
Assistant City Attorney
ATTEST:
_ �`f� 1�,.� ��__ - -
Contr�ct �uthorixation
_ (, � �3 � � � `� ,_._ „_ — -
Date
—13—
APPROVAL RECOMMENDED
, . , �/� � �I � 1_
George Behmanesh, P.E., Int�rim Director
Transportation and PubEic Works
TRANSY T RPORATION
Raul P na , .�.
i � � ..,c��
+ �I►'���� ��� I� '
� � 1.�.�,�� �
�__ �_� :���� �
Attachmenf A
SCOp� O� S��iV�C�S
�RA�F1C SICNAL ���ICN S�RVIC�S �OR:
�iCbi VARiOIJS �OCAY[OAlS
IN �OR�' W��ib, T�X�4S
�ROJ�CT PARAIh�i���RS
The faflowing assumptions pertain to the provis[on of Basic Services:
A. The PROJECT will consist af the fallowing activities, as requested by the CITY:
Task 1.Q Traffic sigr�al �esigns and special specificatians (ifi requir�d) for eight {8)
intersections tha� are to be determined.
PROJECT is located within the City of Fort Wor�h, Texas.
B. Record Drawings prepared by others (CITY or represanta#ive, TxDOT) wi[I be used as the
basis for any designs associat�d with the PROJECT. It is assumed that no CADD files will
#�e avaifable and all base files will be recreafied from hard copies of record drawings made
available by the CITY.
C. All intersections wifl be pr�pared separately to al�ow packaging ir� construcfion contfacts to
b� determined by the CITY. The plans, star�dards and any special specifications will be
prepared using English units,
D. Existing specifications and standards supplied by tf�e C]TY will be used for design plans,
unless otherwise requested by the CITY in writir�g. These include:
� City of �ort Worth Transportatian and Public Works "Traffic Signal Design Guidelines,
January, 2D02".
o"Traffic Signal Plan MicrostationT"" Guidelines", symbo� libraries, and sampl� border
fayoUts.
� Example plan set illustrating desired farmat for each type of pla� she�t to �e deveioped
by the Engine�r.
� Example Specifications an� Cantract Documents illustrating traffic signa[ specifications.
E. CITY will provide traffic accfdent data for up to tt�ree years, if available.
F. CiTY wil[ provide determination far provision af a cable TV drop and Opticom equ[pmer�t.
G. C[TY wiU review plans and provide recomm�ndat��ns in a fimely manner.
A-1
H. A[I intersections will be designed fio accommodate existing or future �edestrian acfi�ity,
inc[u�ing sidewalk ramps, crosswalks, push buttons, and pedestrian heads as requested by
the CfTY.
I. The following items will not be required by ENG�NEER, but will be suppfied by the CITY or
its represen#ative io produce a complete set of plans construction bid use.
o Cover Sheet
• Estimate Summary Sheet
ti General Notes Sheet
� Standard Defail Sheets
J. All intersection designs wil! be completed within 45 caiendar days after #he C�TY issues the
Task Work Order.
i�►SK �.D TRA�`FIC SIGNAL DE51GN5
The following items w91{ apply for eac� intersection described above.
This tabEe specifies the requirement for the consuftant fo pro�id� the following tasks within this
project:
Each Intersection
Yes No
❑ �'
� �
❑ �'
� �
A. General Tasks
Cansultant collects 24-hour approaeh caunts.
Consultant eollects peak hour turning movement counts,
Consultant performs capacity analysis.
Consultant prepares existing conditions layout.
1. Callect all available existir�g record drawings and file information of the intersections
from CfTY files. This should inc�ude but not be limited to existing TPW traffic signal
plans, data in traffic signal fil�, lacation file, Dept. of Engineering record roadway
plans, Development Dept. right-flf-way information, Wat�r Dept. utility maps, and if
applicable, TxDOT roadway plans.
2. lf noted above, collect 24-hour approach counts for eacY� approach.
3, If noted above, collect peak hour turning movement counts far peak periods (peak
periods may be de#ermined following the 24-hour appraach counts) including
pedestrians and heavy vehicles . The peak periad counts shalf be consecutive 15-
minute periods at typical peak periads: A.M. 7a.m.-9 a.m., NOON: 11:3fl a.m. —`i:30
p.m,, P.M. 4:3D p.m. — 6:30 p.m. weekdays and 2:0� p.m. — 4:dOp.m. Saturday.
A-2
4. Prepare accident diagram far latesf 3 years of data frorn accident reports, if supplied
by the C1TY.
5. If noted abo�e, for inters�ctior�s currently signalized, an exisfing conditions diagram
will �e prepared.
6. Create base plan sheets #or signal plans from record drawings.
7. Cons�{tant shall meet wi#1� Ciiy's representative at each intersection for the site
investigation. Perfarm reconnaissance of th� intersections wi�h respect to visi�fe,
abova-ground features ta confirm record drawings and detarmine existing pavement
widths, lane configurations and traffic con�rol devices. Locate power service and
CATV_ Oe�ermine all utility locafions from site investigation ar�d existir�g City and
State plans.
8. If noted abor�e, perForm capacity analysis indicat[ng ievel of servica for eac�
mavem�nf at the intersection. A capacity analysis report using tE�e SynchraT""
'analysis software is preferred, nowever other capacity methods are acceptable.
9. Evaluate and design p[�asing with considerati�n af capabilities of current City
contraller hardware and saftware operation functions.
10. Prepare and s�bmit a"short re�ort" �o Ciiy for re�i�w ar�d ap�roval. The repo� shall
include:
o a discussion of currenf conditions, layau� diagram of intersectior�, photo-log o�
int�rs�ction approaches;
• recommendations for signal design, phasing, and operations;
• address any unusual condiiions and provide recommencEations to resalve
these concfif[ans;
o traffic counts;
a collision diagram, and
� ' capacity analysis.
Pror�ide a separate report fo� each inters�ction.
11. PS&� for the above work shali be prepared in accordance with the applicable
r�quirements for City of Fort Worth plar�s, d�tails, specifications, standards, ar�d
manuafs. The consultant should identify any design exceptians to City of Fort Worth
Standards En #he design phase.
B. Plan Development Tasks - Deliverables
�. Develop construcfion plan sheets fnciuding:
�xisting Cor�di#ions �ayout (for currer�tly
fraffic signa{ pa[es, detec�or loops, i�Iumination,
signal face locafions.
signalized intersections) shawing
conduit runs, wiring diagram, and
A-3
Traffic Signal Design �ayout showing existing utilities, propos�d traffic signal
poles and mastarms, pedestrian sFgnal poles, pedestrian signals, controllers,
signai heads, sireet ligh#s, detector loops ar ather d�tectors, conduit, ground
boxes, power sourees, cable television connectians, wiring diagrams, pavement
markings, signal phasing plan, hazard identification beacons, Op#icom phase
seiec#ors, and all ofher items requfred for the complete construction of the
sigr�als.
0 5igning & iVlar�cings �ayout shawing existing signs, propos�d signs, exist�ng
striping, and proposed striping.
� Sidewalk Ramp �ayaut sF�owing existing and prnposed sidewalks and ramps.
� Ceornetric Madification Layout (if applicable} showing ir�tersection
improvements and demolition items.
CfTY wil[ prepare record d�awings foflowing the completiar� of the construction based
�apon intarmatian provided by the Confractor.
Deve�ap quantity estimate and engineer's estimate of probable cost spreadsheets
prepared in Microsoft Exce� for each intersection.
2. Re�iew General Nates, traffic signal specifications, and Standard Generaf Pravisians
supplied by the C[TY for applicability ar�d modify (if necessary} for the respective
intersectians.
3. Review Meetin�s: twa meefings w[th the CiTY are anticipated. The first meeting
foliawing the submission flf #he "short r�part", artd a second following the submissinn
of the nearly completed final plans. It is anticipated that all sigr�al prajecfs o� the
Engineer wil� be covered in fhe same meetings.
5. Preliminary alans: provide t[�ree sets of 11" x 17" �aper drawings — incl€�ding
quantity estimate spreadsheet and any revisions far Item 3 above.
fi. Finaf plans; pravide one set of 19" x 17" mylar drawEngs.
Provide three sets of 11" x 17" paper drawi�gs. Provida CD of MicroStatian
elecironic files.
�A�K �.0 i1flfSC�LLAfV��U� ���►��'IC �OUf�TS
1. Callect t�trnit�g mavement counts at up ta 16 interseciian locations #a be requesfed.
Collec# 24-hour bi-directional #ube machines counts a# up to 10 locations to be
requestea.
A. General #asks:
Collect peak hour turning movemen� counts for at ��ast four peak periods including
pedestr[ans and heavy vehicles. The peak period counts shall �e consecutive �5-
A-4
minute periods at typical peak periods: A.M. 7a.m.-9 a.m., NQON: 11:3� a.m. — 1:30
p.rrt., P.M. 4:30 p.m. — 6:30 p.m. weekdays and 2:00 p.m. to 4:00 p.m. Safurday.
2. Collect 24-hour bi-directional t�be machine counts at up ta 10 locations to be requested.
A. General tasks:
Collect 24-hour bi-direcfional tube machine counts as requested. G�nerally these
will be weekday counts. A hard copy and an electronic copy shall be provid�d.
A-5
Attachmenfi �
COMP�N5ATiON
Tha Engineer shall be com�ensated a fee nat to exceed $72,500.Q0 for the project.
TASK A: Paym�nt shall be made on a work order basis of $8,200 per Iacatiort. This work arder
fee sha11 �e cansidered fulE compensation for the services described in Attachment A for all
labor, materials, supplies, and equipment necessary to comp[ete the services per iocation.
TASK B: Payment shaEl be made on a work order basis p�r lacation up a fee not to exceed
$6,900.a0. This work order fee sha�l be considered full compensation for the services described
in Attachmer�t A far all labor, materials, supplies, and equipment necessary to complete the
services per location.
If applicable, significant design of geometric madificatians will �e cor�sidered additEanal services
and beyond the not to exce�d fee amount described above. A fee for this additiona[ service will
be n�gatiated as a supplemental agreement.
The Engineer shall subrr�it invoices per work order to the City for aEl wark performed under iF�is
agr�ement set forth in Article ill, Terrns of Payme�t. The invoices will contai� the City of Fart
Worth confract r�umber, wo�-k order number, intersection name, portion of praject b�dget am�unt
expended, previaus billing iotals, and tatals for invoice.
:
C'ity o�`'�o�i T�TTo�th, Texas
� �'I �i � - � � '� � � � I � � ��
C��at���c���.o�
QATE REFERENCE NUMBER LOG NAM�
7�3o�a2 **��19� s�
zaTRa��ic
pAGE
1 of 1
suB�ECT AWARD OF CONTRACT TO �f�.�'�ST�kS �O�GRATIC��I, I�LC� FOR TRAFF[C
SIGNAL DESIGN AND DATA C�LLECTION SERVICES
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a contract with
TranSystems Corporatian, Inc. for traffic signal design and data collectian services in the amount of
��z,�ao.
oiscUssioN:
�n December 9 9, 2000, the City Council adopted a resolution authoriaing the issuance of $45 million in
Certificates of Obli�ation to address critical capital projects which included $5 million in traffic signal
improvement funds. To date, 60 traffic signals ha�e been constructed.
During this period, various consultants were used to assisf City staff prepare construction plans. The
�ase of pri�ate firms to assist City staff in traffic signal plan preparation allows the depa�tment fio
continually meet the need for new traffic signals and to provide a high degree of service. This service
supplements staff's efforts ta complete projects in a timely manner. Tf�us, two frms were selected to
continue providing this service based on the quality ofi tl�eir work and lcnowledge af the City's design
standards and practices. TranSystems Corporation, Inc. is one of these two firms.
Design wark for new or reconstrucied tra�Fic signals will be issued on a work order basis for a cost of
$8,2Q0 p�r intersection for a total of $65,600 for eight locations. The remaining funds of $6,90Q will be
used for miscellaneous traffic data collect9an. The toial contract wil! not exceed $72,500. City staff
considers this to be a fair an� equitable fee for ihe services pro�ided and recommends approval.
TranSystems Corporation, Inc. is in comp[iance with the City's MNVBE Ordinance by committing to 15%
MIWE3E participation. The City's goal on this project is 1a°/fl.
F[SCAL INFORMATf4NJCERTIFIGATION:
Ths Finance Directar certifies that funds are available in the current capital budget, as appropriated, of
fhe Crifiical Projects Fund of the $45M Cer�ificates of Obligation program.
MO:k
Submitted for City Manager's
Office by:
Marc �tt
Originating Department Head:
G. Behmanesh (Acting)
Additional Information Cantact:
Mark Mathis
� FUND I ACCOUNT I CENTER I AMOUNT
� (to}
�
G122 I
7914 I (from)
G116 531200
C116 539204
�
8775 I
0201 1 6031 9 73 $ 6,900.00
020116D31974 $65,600.00
CITY SECRE'�ARY
APPRDVED 07/30/q2