HomeMy WebLinkAboutContract 61386Design Procurement and Project Management Agreement Page 1 of 18
Camp Bowie Boulevard Roadway Improvements
DESIGN PROCUREMENT AND PROJECT MANAGEMENT AGREEMENT
FOR
CAMP BOWIE BOULEVARD ROADWAY IMPROVEMENTS
This DESIGN PROCUREMENT AND PROJECT MANAGEMENT AGREEMENT
(“Agreement”) is entered into by and between the City of Fort Worth, a home-rule municipal
corporation of the State of Texas (“City”), acting by and through, its duly authorized Assistant
City Manager, and Crescent Property Services, LLC, a Delaware limited liability company
(“Developer”), acting by and through its duly authorized representative. City and Developer are
referred to herein individually as a party and collectively as the parties.
Recitals
WHEREAS, the City and Developer desire to design and construct public infrastructure
improvements for a project known as Camp Bowie Boulevard Roadway Improvements (“Project”)
as further described in Exhibit “A” which is attached hereto and incorporated herein by reference;
and
WHEREAS, City and Developer desire to enter into this Agreement in order to design the
Project and accomplish the goals of the parties; and
WHEREAS, Developer has determined that Westwood Professional Services, Inc. should
design the Project based on demonstrated competence and qualification to perform the design
consultant services for a fair and reasonable price; and
WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the
Project and find them to be fair and reasonable; and
WHEREAS, Developer has determined that TPG The Projects Group, Inc. should provide
project management services for the Project based on demonstrated competence and qualification
to perform the project management services for a fair and reasonable price; and
WHEREAS, City staff have reviewed the scope, fee and schedule for the management of
the Project and find them to be fair and reasonable; and
WHEREAS, Developer will initially fund the costs of Design Consultant and City will
reimburse Developer for 100% of the design costs in an amount not to exceed $1,000,000.00; and
WHEREAS, Developer will initially fund the costs of Project Manager and City will
reimburse Developer for 100% of the project management costs in an amount not to exceed
$450,000.00; and
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WHEREAS, City and Developer intend to execute a Community Facilities Agreement
(“CFA”), or other similar agreement, that provides for the Developer to construct the Project and
seek reimbursement from the City for the City’s share of the construction costs and eligible
construction expenses as agreed by the parties in the CFA; and
WHEREAS, Developer shall not earn a fee based upon the City’s portion of the design
fees paid to Design Consultant or the management fees paid to Project Manager;
NOW, THEREFORE, for and in consideration of the above recitals and the mutual
covenants and agreements herein contained, the City and Developer agree as follows:
SECTION 1
GENERAL REQUIREMENTS
1.1 City and Developer agree that recitals stated above are true and correct and incorporated
into the Agreement by reference.
1.2 The Project will generally consist of certain public infrastructure improvements as further
depicted in Exhibit “A.”
1.3 Developer will retain Westwood Professional Services, Inc. as the design consultant for
the Project (“Design Consultant”) pursuant to a written agreement to which the City
consents, a copy of which is attached hereto as Exhibit “B” and incorporated herein by
reference (the “Design Consultant Agreement”). Developer will retain TPG The Projects
Group, Inc. as the project management consultant for the Project (“Project Manager”)
pursuant to a written agreement to which the City consents, a copy of which is attached
hereto as Exhibit “E” and incorporated herein by reference (the “Project Management
Agreement”).
1.4 City agrees to pay Developer 100% of the actual cost for the design and construction phase
services of the Design Consultant for the Project , as well as 100% of the actual cost for
the design and construction phase services of the Project Manager for the Project (“City’s
Share”), in a total amount not to exceed $1,450,000.00 as more specifically detailed in the
Level of Effort in Exhibit “C” which is attached hereto and incorporated herein by
reference. The 100% City, 0% Developer cost share was determined as follows: City will
fully fund the Design Consultant and Project Manager costs in an amount not to exceed
$1,450,000.00.
The design of the Project includes, as appropriate, the preparation of engineering drawings,
studies, renderings, contract specifications, estimates, and other documents necessary to
construct the improvements contemplated by this Agreement (“Construction Documents”).
Developer shall pay all invoices received by Developer from Design Consultant and
Project Manager for the design and management of the Project. City will pay to Developer
the City’s Share of the design and management cost for the Project within 30 days after (a)
Developer delivers an invoice from Developer to the City for the City’s Share of the design
and management cost; and (b) Developer delivers to the City a copy of the invoice(s) from
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the Design Consultant and Project Manager to Developer for the design and management
of the Project. Developer shall deliver all payment request and supporting documents to
Andrew Goodman (email: Andrew.Goodman@fortworthtexas.gov). Developer must
register as a vendor of the City in order for City to pay Developer the City’s Share of the
design and management costs. City shall have the ultimate right to approve or disapprove
the Construction Documents, such approval not to be unreasonably withheld, delayed, or
conditioned.
1.5 The IPRC Design Review Fees for the design of the Project have been waived by the City
Council.
1.6 Provided the City has reimbursed Developer for all submitted invoices that collectively do
not exceed the cap amount on the City’s Share contemplated in Section 1.4, City shall own
the plans and other documents and work product Design Consultant creates for the design
of the Project (the “Instruments of Service”). In the event this Agreement is terminated,
City shall have the right to enter into an agreement with Design Consultant to complete the
design of the Project. Under the Design Consultant Agreement, Developer owns the
Instruments of Service subject to payments of all amounts due Design Consultant. Provided
that the City has reimbursed Developer as set forth in the first sentence of this paragraph,
Developer assigns, grants, transfers, and conveys onto the City Developer’s entire right,
title, interest, and ownership in and to the Instruments of Service.
1.7 The parties intend to execute a Community Facilities Agreement (“CFA”) for construction
of the Project after approval of the CFA and appropriation of funds by the City Council.
The parties intend for the City to pay 100% of the construction costs and the Developer to
pay 0% of the construction costs under the CFA.
1.8 The CFA will establish each party’s responsibility for soft costs, including but not limited
to, material testing costs and fees, administrative material testing fees, construction
inspection service fees, water lab testing fees, public bidding advertisement costs, franchise
utility relocations, easements, permits, and any other hard or soft costs related to the design,
project management, construction, demolition, and reconstruction of the Project. City
intends to pay 100% of material testing costs, administrative material testing fees,
construction inspection service fees, water lab testing fees, public bidding advertisement
costs, franchise utility relocations, easements, permits, and any other hard or soft costs
related to the design, project management, construction, demolition, and reconstruction of
the Project. Developer will be responsible for obtaining all permits, including but not
limited to TXDOT permits and railroad crossing permits.
SECTION 2
TERMINATION
2.1 Termination. This Agreement may be terminated by either party upon delivery of written
notice to the other party of such intent to terminate; provided, however, the City may not
terminate this Agreement in bad faith for the purpose of avoiding its reimbursement
obligation set forth in Section 1.3 above. City reasons for terminating the contract include,
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but are not limited to, excessive time taken to adequately advance the project towards
completion or irreconcilable differences of design or construction issues. If either party
terminates this Agreement after the design or management work for the Project has
commenced, then the City shall reimburse Developer for the City’s Share of the design and
management costs incurred or paid (including for services performed by Design Consultant
or Project Manager but not yet invoiced to Developer) as of the date of such termination,
such reimbursement to be made within thirty (30) days of the City’s receipt of an invoice
evidencing such costs.
2.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the Agreement, the Fort Worth City Council fails to appropriate
funds sufficient for the City to fulfill its obligations under this Agreement, the City may
terminate the portion of the Agreement regarding such obligations to be effective on the
later of: (i) delivery by the City to Developer of written notice of the City’s intention to
terminate or (ii) the last date for which funding has been appropriated by the Fort Worth
City Council for the purposes set forth in this Agreement; provided, however, the City shall
reimburse Developer for the City’s Share of the design and management costs incurred or
paid (including for services performed by Design Consultant or Project Manager but not
yet invoiced to Developer) by Developer as of the date of such termination, such
reimbursement to be made within thirty (30) days of the City’s receipt of an invoice
evidencing such costs.
SECTION 3
FORCE MAJEURE
3.1 If either party is unable, either in whole or part, to fulfill its obligations under this
Agreement (other than payment obligations) due to acts of God; strikes, lockouts, or other
industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots;
epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any
court, board, department, commission, or agency of the United States or of any state;
declaration of a state of disaster or of emergency by the federal, state, county, or City
government in accordance with applicable law; issuance of a Level Orange or Level Red
Alert by the United States Department of Homeland Security; any arrests and restraints;
civil disturbances; or explosions; or some other reason beyond the party’s reasonable
control (collectively, “Force Majeure Event”), the obligations so affected by such Force
Majeure Event will be suspended only during the continuance of such event; provided,
however, that any payment obligations of either party under this Agreement shall not be
excused or delayed by any Force Majeure Event.
SECTION 4
LIABILITY AND INDEMNIFICATION
4.1 DEVELOPER 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 KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
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ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
DEVELOPER, ITS OFFICERS, AGENTS, OR EMPLOYEES.
4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY
AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER’S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING
DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I)
DEVELOPER’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, EMPLOYEES,
RELATED TO THE PERFORMANCE OF THIS AGREEMENT; BUT ONLY TO THE
EXTENT SUCH SUITS, ACTIONS, CLAIMS, INJURIES, DEATH, OR DAMAGES ARE
CAUSED BY THE NEGLIGENCE OF DEVELOPER OR ITS OFFICERS, AGENTS, OR
EMPLOYEES.
4.3 Developer’s agreement with the Design Consultant shall include a release and indemnity in
favor of City in substantially the following form: See Article 8 of Exhibit “B”.
4.4 Developer’s agreement with the Project Manager shall include a release and indemnity in
favor of City in substantially the following form: See Article 8 of Exhibit “E”.
SECTION 5
INSURANCE
5.1 Developer shall require that the Design Consultant maintain the insurance requirements set
forth in Exhibit “D”, which is attached hereto and incorporated herein for all purposes.
Developer shall require that Project Manager maintain the insurance requirements set forth
in Article 9 of Exhibit “E”.
5.2 Developer shall require in its contract with Design Consultant that City is listed as an
additional insured on Design Consultant’s general liability and auto liability insurance
policy. Developer shall require in its contract with Project Manager that City is listed as an
additional insured on Project Manager’s commercial general liability and auto liability
insurance policies.
SECTION 6
NONDISCRIMINATION
6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual
orientation or any other prohibited criteria in performing the services under this Agreement.
SECTION 7
VENUE AND CHOICE OF LAW
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7.1 Developer and City agree that 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, arises
on the basis of any provision 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.
SECTION 8
THIRD-PARTY RIGHTS AND ASSIGNMENTS
8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create
any rights, contractual or otherwise, to any other person or entity.
8.2 Developer agrees that it will not assign all or any part of its rights, privileges or duties
hereunder without the prior written consent of the City, except that Developer may freely
assign any of its rights, privileges, or duties under this Agreement to any parent, subsidiary,
or affiliated entity without the prior written consent of the City. Any other attempted
assignment of same without such prior consent of the City shall be void. Developer
recognizes that any assignment will require City consent (which may be provided after
assignment) if during the term of this Agreement or issues with payment may arise.
SECTION 9
BINDING COVENANTS
9.1 Subject to the limitations contained herein, the covenants, conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding
on their respective successors, representatives and permitted assigns, if any.
SECTION 10
INDEPENDENT CONTRACTOR
10.1 Developer shall perform all work and services hereunder as an independent contractor, and
not as an officer, agent, servant or employee of the City. Developer shall have exclusive
control of, and the exclusive right to control the details of the work performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers, agents, employees and subconsultants. Nothing herein shall be construed as
creating a partnership or joint venture between the City and Developer, its officers, agents,
employees and subconsultants, and doctrine of respondent superior has no application as
between the City and Developer.
SECTION 11
AMENDMENTS, CAPTIONS, AND INTERPRETATION
11.1 Except as otherwise provided in this Agreement, the terms and provisions of this
Agreement may not be modified or amended except upon the written consent of both the
City and Developer.
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11.2 Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
11.3 In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more
strongly for, or against, any party, regardless of the actual drafter of this Agreement.
SECTION 12
GOVERNMENTAL POWERS AND IMMUNITIES
12.1 It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
SECTION 13
AUTHORIZATION AND COUNTERPARTS
13.1 By executing this Agreement on behalf of Developer, the person signing below affirms that
he or she is authorized to execute this Agreement and that all representations made herein
with regard to the signer’s identity, address, and legal status are true and correct.
13.2 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
SECTION 14
SEVERABILITY AND NO WAIVER
14.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision,
and does not materially prejudice either Developer or City in connection with the rights
and obligations contained in the valid covenants, conditions or provisions of this
Agreement.
14.2 The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that
party’s right to insist upon appropriate performance or to assert any such right on any future
occasion.
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SECTION 15
COMPLIANCE WITH LAWS
15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City’s Charter and
ordinances, as amended.
15.2 If City notifies Developer or any of its officers, agents, employees, contractors,
subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances,
rules or regulations, Developer shall immediately desist from and correct the violation.
SECTION 16
NOTICES
16.1 Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-
delivery or via U.S. Postal Service certified mail, postage prepaid, or by electronic mail, to
the address of the other party shown below:
To the City: To Developer:
City of Fort Worth Crescent Property Services LLC
Development Services Department Attn: Attn: Kevin Crum
Attn: Andrew Goodman 3230 Camp Bowie Blvd., Suite 500
200 Texas Street Fort Worth, TX 76107
Fort Worth, Texas 76102
Email: kcrum@crescent.com
Email:Andrew.Goodman@fortworthtexas.gov
with copies to: with copies to:
City Attorney’s Office Crescent Real Estate LLC
City of Fort Worth Attn: Legal Department
200 Texas Street 3230 Camp Bowie Blvd., Suite 500
Fort Worth, Texas, 76102 Fort Worth, TX 76107
Email: ngarsek@crescent.com
And
City Manager’s Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
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SECTION 17
HEADINGS
17.1 The headings contained herein are for the convenience in reference and are not intended to
define or limit the scope of any provision of this Agreement.
SECTION 18
RIGHT TO AUDIT
18.1 Developer 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 any directly
pertinent books, documents, papers and records of Developer involving transactions
relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Developer reasonable advance notice of intended audits.
18.2 Developer shall include in its contracts with Design Consultant and Project Manager a
right, until the expiration of three (3) years after final payment under this Agreement, for
the City to have access to and the right to examine any directly pertinent books, documents,
papers and records involving transactions relating to this Agreement. Design Consultant
and Project Manager must agree that the City shall have access during normal working
hours to all necessary Design Consultant and Project Manager facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. City shall give Design Consultant and Project Manager
reasonable advance notice of intended audits.
SECTION 19
PROHIBITION ON BOYCOTTING ISRAEL
19.1 Developer acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 ore more that is to be paid wholly or partly from public funds of the City
with a company with 10 ore more full-time employees 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. By signing this Agreement, Developer certifies that
Developer’s signature provides written verification to the City that Developer: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
SECTION 20.
PROHIBITION ON BOYCOTTING ENERGY COMPANIES
20.1 Developer acknowledges that in accordance with Chapter 2276 of the Texas Government
Code, 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
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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. To the extent that Chapter
2276 of the Government Code is applicable to this Agreement, by signing this Agreement,
Developer certifies that Developer’s signature provides written verification to the City that
Developer: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
SECTION 21.
PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
21.1 Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, 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. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Developer certifies that
Developer’s signature provides written verification to the City that Developer: (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.
SECTION 22.
COMPLIANCE WITH PUBLIC INFORMATION ACT REQUESTS
22.1 The requirements of Subchapter J, Chapter 552, Government Code, may apply to
this Agreement and Developer agrees that the Agreement can be terminated if
Developer knowingly or intentionally fails to comply with a requirement of that
subchapter. Developer 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, Developer 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 Developer 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
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in the custody or possession of Developer; or (b) preserving the contracting information
relating to the Agreement as provided by the retention requirements application to the City.
23.
SOLE AGREEMENT
23.1 This Agreement, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Developer,
and any lawful assign and successor of Developer, 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.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS THEREOF, the parties have made and executed this Agreement to be
effective on the date signed by the City’s Assistant City Manager.
CITY OF FORT WORTH:
Dana Burghdoff
Assistant City Manager
Date:
DEVELOPER:
Date:
RECOMMENDED BY:
APPROVED AS TO FORM AND
LEGALITY:
Richard A. McCracken
Sr. Assistant City Attorney
ATTEST:
Jannette S. Goodall
City Secretary
Date:
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.
AGREEMENT AUTHORIZATION:
M&C:
Date approved:
Form 1295:
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EXHIBIT A
The Project includes, but is not limited to, some patching of brick within Camp Bowie Boulevard
with historic brick from the City’s stockpile with City approval, which the City will provide (asphalt areas
to remain in place), panel repair of existing concrete turn lanes and median crossings, new 6 foot to 10 foot
sidewalks, new ADA ramps, street and pedestrian lighting, enhanced landscaping, enhanced paving
sections, restriping pedestrian crossings, street markings and signage.
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EXHIBIT B
DESIGN CONSULTANT AGREEMENT
(See attached)
DocuSign Envelope ID: B8llB77C-lF18-4901-B35E-EOC611644EB3
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made as of January 19, 2023, between Crescent Property Services, LLC ("Developer") and Westwood Professional
Services, Inc. ("Professional") with respect to civil engineering, land surveying, and landscape architecture services to be provided for the Camp
Bowie Boulevard project located from Montgomery Street to University Drive in Fort Worth, Tarrant County, Texas (the "Project').
The Developer and Professional agree as set forth below:
1. DEFINITIONS
Unless the context otherwise specifies or requires, the terms defined in this
Article 1 shall, for the purposes of this Agreement, have the meanings herein
specified.
1.1 Agreement Documents. "Agreement Documents" shall mean
collectively, this Professional Services Agreement and all exhibits hereto and
documents incorporated herein by reference. The terms of this Agreement shall
control in the event of a conflict with other Agreement Documents. Exhibits
included in the Agreement Documents are as follows:
Exhibit A: Scope of Professional's Services and Payment
Exhibit B: Additional Services
1.2 City. The "City" is the City of Fort Worth, Texas. Professional
acknowledges that Developer has entered into an agreement with the City
pursuant to which the Developer will retain Professional, the Contractor, and
other contractors and consultants to construct the Project, which is located in
the City's right of way.
1.3 Contractor. The "Contractor" shall be the entity selected by Developer
to provide construction services for the Project pursuant to the Construction
Contract.
1.4 Construction Contract. The "Construction Contract" including the
General Conditions (if any), all Exhibits and documents incorporated therein
by reference shall be the separate agreement entered into by Developer for
construction services for the Project. Nothing contained in the Construction
Contract shall establish privity of contract between the Professional and the
Contractor or between Professional and any other Developer -retained
professional.
1.5 Construction Documents. The "Construction Documents" shall be the
final drawings and specifications, and any supplements and modifications
thereto that are prepared by Professional for use in connection with the Project.
1.6 Developer's Project Manager. The "Developer's Project Manager"
shall mean the entity defined as such in the signature block on this Agreement.
Developer's Project Manager shall provide project management services for the
Project as required by the Developer.
1.7 Services. "Services" shall be those activities performed by the
Professional pursuant to this Agreement and shall be inclusive of all work and
services necessary to fully perform the activities set forth and described in
Article 2 below and Exhibit A.
2. PROFESSIONAL'S SERVICES
2.1 Basic Services. Professional shall perform the Scope of Services
specified in Exhibit A and shall be paid the compensation described therein for
said Services.
2.2 Additional Services. Additional Services shall be referred to herein as
"Additional Services," and shall be provided only if authorized in writing, in
advance, by the Developer. Additional Services shall be paid for in addition to
the fees paid for Basic Services and shall be paid based upon Professional's
hourly rates (plus reimbursable expenses) set forth in Exhibits A and B. Under
no circumstances will the Developer be obligated to compensate the
Professional or others for fees and expenses related to Additional Services
unless the Developer has authorized the performance of such services in writing
in advance.
2.3 Standard of Care. Professional shall perform the Services with the
professional skill and care ordinarily provided by a competent design
professional practicing under the same or similar circumstances and
professional license ("Standard of Care").
2.4 Professional shall perform all Services in full compliance with all
federal, state, and local laws, statutes, ordinances, codes, amendments, rules
and regulations applicable to the Project and the Service that are existing at the
time Professional performs the Services, including, but not limited to: (i) fire
and life safety codes; (ii) accessibility requirements, including the Texas
Accessibility Standards of the Architectural Barriers Act (TAS) and the
Americans With Disabilities Act of 1990 (ADA); (iii) all building codes
applicable in the jurisdiction where the Project is located; (iv) all energy
efficiency and green building regulations, codes or statutes; (v) all requirements
of the United States Occupational Safety and Health Administration; (vi) any
environmental laws, applicable storm water, street, utility and other related
infrastructure requirements; and (vii) any other applicable local, state, and
federal laws respecting the Services for the Project (collectively, "Applicable
Laws").
2.5 Professional agrees to identify in advance and obtain Developer's prior
written approval for all key personnel who will be utilized by Professional in
carrying out the Services hereunder.
2.6 Professional agrees to consult with Developer, and, where applicable,
Developer's architect, other professionals, and the Contractor to ensure that all
Services performed by Professional hereunder are performed in a timely
manner and that completion of such Services will not delay the activities of
Developer, Developer's other professionals, architects, or the Contractor.
2.7 Professional represents that it is duly licensed and/or legally authorized
to perform the Services contemplated by this Agreement.
2.8 Professional agrees that the Services performed pursuant to this
Agreement will be in accordance with Professional's Standard of Care.
2.9 Professional agrees that any Services performed hereunder failing to
satisfy Professional's Standard of Care will be reasonably promptly corrected
or reperformed at no cost to Developer such that all such Services, once
corrected or reperformed, satisfy the Professional's Standard of Care. If
Professional is unable to carry out any such reperformance or correction,
Developer shall have the right to hire another professional to carry out such
reperformance or correction and Professional shall reimburse the Developer for
all costs associated therewith.
3. DEVELOPER'S RESPONSIBILITIES
3.1 Developer shall provide the Professional with information regarding
Developer's requirements for all Services including:
(a) Permission to enter Project premises;
(b) Names of other professionals on the Project team and their timely
participation in the coordination and development of the plans;
(c) Executed copy of this Agreement.
3.2 To the extent requested by Professional to complete its Services,
Developer shall furnish to Professional those documents prepared by other
professionals that are required in connection with the completion of the
Services. Professional shall reasonably promptly report to Developer any error,
inconsistency or omission that Professional discovers in any such documents.
4. OWNERSHIP AND USE OF PROJECT DOCUMENTS
4.1 Subject to payment of all amounts due Professional, all drawings and
other documents prepared by Professional in fintherance of the Services are and
shall remain the Developer's property upon creation (collectively, "Instruments
of Service"). To this end, Professional agrees that it has been hued to create all
such Instruments of Service and agrees and does hereby assign, grant, transfer
and convey to the Developer, its successors and assigns, Professional's entire
right, title, interest and ownership in and to such Instruments of Service,
including, without limitation, the right to secure copyright registration and the
Professional Services Agreement - Page 1 of 18
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right to submit patent applications and all associated intellectual property rights,
including without limitation the right to use, reproduce, distribute (whether by
sale, rental, lease or lending, or by other transfer of ownership), to perform
publicly, and to display, all such Instruments of Service, whether or not such
Instruments of Service constitute a `work made for hire" as defined in 17 U. S.C.
Section 201(b). Professional shall obtain assignments, confirmations and
licenses substantially similar to the provisions of this Article 4 from all
consultants and sub -consultants. Professional shall promptly furnish Developer
with originals of all Instruments of Service. Professional may retain one (1) set
of reproducible copies thereof for information and reference purposes.
4.2 Future Use and/or Modification of Drawings. Developer agrees to
release and hold harmless Professional from any claims, demands, causes of
action, suits, damages or losses, arising from or attributable to any improper
modification to or reuse for other projects by the Developer of the drawings or
other documents prepared by Professional.
4.3 Electronic Files. In the case of any defects in the electronic files or any
discrepancies between them and the hard copy version prepared by
Professional, the hard copy shall govern.
5. TERMS OF PAYMENT
5.1 Compensation for Services. In consideration for proper performance
of the Services set forth in this Agreement, Developer shall pay Professional as
set forth on the attached Exhibit A (the "Compensation"). Requests for
payment shall be submitted by Professional and approved by Developer.
Developer will pay Professional the amount due under each Payment Request
within 30 days after receipt by Developer of said Payment Request, complete
with all required information, releases, documents, and attachments as set forth
in herein. Professional's Fee and, if applicable, Reimbursables, Sales Taxes on
Taxable Services, and Termination Expenses are Developer's only monetary
obligations under this Agreement. Each payment by Developer of the
Professional's Fee (whether in response to a Payment Request or otherwise)
shall be made in reliance on the following representation by Professional: all
Services have been rendered in accordance with the Agreement, and all of the
individuals employed to perform the Services have been hired and retained in
accordance with Applicable Law, including the requirements of the
Immigration and Nationality Act.
5.2 Payments.
5.2 Reimbursable Expenses. Reimbursable Expenses as indicated on
Exhibit A shall be paid monthly in Professional's Monthly Invoice.
5.3 Multiple Payments. Professional will submit to Developer an invoice
for full or partial payments (individually, a "Payment Request"). Each Payment
Request will itemize charges for the Services (including time worked) and
Reimbursables, and the sum of any prior payments to Professional.
Professional will furnish with each Payment Request applicable partial or full
releases of lien from Professional and any consultants (in full compliance with
Applicable Laws) and any other forms, affidavits, and statements required by
Developer or Developer's lender. Each Payment Request and accompanying
documents will be in form and substance satisfactory to Developer. Developer
may make such exceptions to a Payment Request as Developer deems
reasonably necessary or appropriate under the circumstances.
5.4 Final Payment. Final payment shall be made within thirty-five (35)
days after the satisfactory completion of Professional's Services hereunder and
delivery by Professional of a Conditional Waiver and Release on Final Payment
document acceptable to Developer. However, if Developer receives notice of
non-payment by any consultant, employee or person performing the Services
provided by this Agreement, Developer may withhold final payment until
Developer's receipt of proof of payment to the claimant. A Payment Request
for the Final Payment will not be accepted or processed until the Payment
Request and required documents and all Services are complete and accepted by
Developer, including all testing and training applicable to the Services.
Developer may require an Unconditional Waiver and Release on Final Payment
upon receipt by Professional of funds in hand. Acceptance of final payment by
Professional will constitute a release of any and all claims or causes of action
Professional may have against Developer arising out of this Agreement,
including, but not limited to, all claims for Services provided by Professional
for the Project.
PROFESSIONAL SERVICES AGREEMENT —Page 2 of 18
5.5 Payment of Taxes. Professional shall be responsible for the payment
of (a) Texas state and local sales and use taxes relating to the Services, (b) excise
taxes and (c) personal property taxes on equipment owned or leased by
Professional, all of which shall be included in the Compensation and shall not
be included within Reimbursable Expenses. Professional acknowledges that a
tax exempt certificate may be provided and, if it is, will cease charging taxes in
accordance with the certificate.
5.6 Right to Withhold. Developer shall have the right, but not the
obligation, to withhold from any invoiced amount an appropriate amount based
upon: (i) performance of defective or non -conforming Services by Professional
as determined in the reasonable judgment of Developer; (ii) third -party claims
filed as a result of Professional's failure to comply with the Standard of Care;
(iii) failure of Professional to pay any of its professionals, employees,
consultants, or sub -consultants; (iv) Developer's receipt of a notice of non-
payment by a consultant or subconsultant of Professional, for which
Professional has been paid; (v) failure of Professional to submit proper invoices
with all required attachments and supporting documentation; or (vi) failure of
Professional to comply with any provision of this Agreement after ten (10)
business days' written notice of such noncompliance and the failure to cure or
commence and diligently pursue a cure thereof by Professional. Subject to the
above, Developer shall not withhold amounts from Professional's
compensation to impose a penalty or liquidated damages unless Professional
specifically agrees in writing or has been found liable for the amounts in a
binding dispute resolution proceeding or lawsuit.
6. CONTRACT TIlVIE
Professional will perform the Services as expeditiously as is consistent with the
Standard of Care and in conformance with the time periods set forth in Exhibit
A.
7. TERM, TERMINATION, CANCELLATION AND
SUSPENSION
7.1 Term. The term of this Agreement shall commence on the date first set
forth above and shall expire ninety (90) days after final completion of the
Project, unless earlier terminated or cancelled pursuant to this Article 7.
7.2 Termination for Cause. This Agreement may be terminated by either
party in the event that the other party fails to perform in accordance with the
requirements of this Agreement and such party does not cure such failure within
ten (10) days after receipt of written notice thereof.
7.3 Insolvency of Professional. Professional represents that it is not
currently a party to any voluntary or involuntary bankruptcy proceeding.
Developer may terminate this Agreement, at its sole discretion, if Developer
deems that Professional is insolvent or if Professional makes an assignment for
the benefit of creditors or is a party to a voluntary or involuntary bankruptcy
proceeding.
7.4 Termination or Suspension for Convenience. Developer has the
right, at any time upon written notice to the Professional, to terminate this
Agreement in its entirety for convenience. Developer may also suspend all or
part of the Professional's right to perform Services or this Agreement in its
entirety for Developer's convenience. In the event of a termination and upon
payment of undisputed amounts owed pursuant to the terms of this Agreement,
the Professional shall deliver to Developer all Instruments of Service.
Developer shall pay the Professional any unpaid balance for properly performed
Services rendered to the date of such termination. No other compensation shall
be due Professional or paid by Developer. If the Services are suspended by
Developer for convenience, Professional shall reactivate the Services within ten
(10) business days of written notice by Developer to do so.
8. INDEMNITY
8.1 GENERAL. TO THE FULLEST EXTENT PERMITTED BY
LAW, PROFESSIONAL SHALL INDEMNIFY AND HOLD
HARMLESS DEVELOPER, DEVELOPER'S PROJECT MANAGER,
THE DEVELOPER'S LENDER(S) PROVIDING FINANCING FOR
THE PROJECT, DEVELOPER'S REPRESENTATIVE, THE CITY OF
FORT WORTH, AND THEIR EMPLOYEES, DIRECTORS, OWNERS,
MEMBERS, MANAGERS, PARTNERS, OFFICERS, PARENTS,
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SHAREHOLDERS, AND SUBSIDIARIES, AFFILIATES, AND
EMPLOYEES (HEREINAFTER REFERRED TO INDIVIDUALLY AS
AN "INDEMNITEE" AND COLLECTIVELY AS THE
"INDEMNITEES") FROM AND AGAINST ALL CLAIMS, DAMAGES,
LOSSES, COSTS, AND EXPENSES, INCLUDING BUT NOT LIMITED
TO REASONABLE ATTORNEYS' FEES AND COSTS, INCURRED BY
INDEMNITEES CAUSED BY THE PERFORMANCE OF THE
SERVICES OR THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO CLAIMS, DAMAGES, LOSSES, AND EXPENSES THAT
ARE CAUSED BY ANY OF THE FOLLOWING:
8.1.1 THE VIOLATION OF ANY ORDINANCE, REGULATION,
STATUTE, OR OTHER APPLICABLE LAWS IN THE
PERFORMANCE OF THIS AGREEMENT, BY PROFESSIONAL, ITS
AGENT, ANY CONSULTANT OF PROFESSIONAL, OR ANY OTHER
ENTITY OVER WHICH PROFESSIONAL EXERCISES CONTROL;
8.1.2 ANY NEGLIGENT OR INTENTIONAL ACTOR OMISSION IN
VIOLATION OF PROFESSIONAL'S STANDARD OF CARE, BY
PROFESSIONAL, ITS AGENT, ANY CONSULTANT OF
PROFESSIONAL, OR ANY OTHER ENTITY OVER WHICH
PROFESSIONAL EXERCISES CONTROL;
8.1.3 ANY CLAIM ASSERTING ACTUAL OR ALLEGED
INFRINGEMENT OF A PATENT, TRADEMARK, COPYRIGHT, OR
OTHER INTELLECTUAL PROPERTY RIGHT IN CONNECTION
WITH THE INFORMATION FURNISHED BY OR THROUGH
PROFESSIONAL, ITS AGENT, ANY CONSULTANT OF
PROFESSIONAL, OR ANY OTHER ENTITY OVER WHICH
PROFESSIONAL EXERCISES CONTROL;
8.1.4 THE FAILURE OF PROFESSIONAL, ITS AGENT, ANY
CONSULTANT OF PROFESSIONAL, OR ANY OTHER ENTITY
OVER WHICH PROFESSIONAL EXERCISES CONTROL TO PAY
THEIR CONSULTANTS OR SUBCONSULTANTS AMOUNTS DUE
FOR SERVICES PROVIDED IN CONNECTION WITH THE
PROJECT; OR
8.1.5 BODILY INJURY, SICKNESS, DISEASE OR DEATH OF ANY
PERSON, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE
PROPERTY, INCLUDING LOSS OF USE RESULTING THEREFROM.
THIS INDEMNITY DOES NOT REQUIRE INDEMNIFICATION FOR
CLAIMS, DAMAGES, LOSSES, COSTS, OR EXPENSES TO THE
EXTENT CAUSED BY OR RESULTING FROM ANY NEGLIGENT
ACTS OR OMISSIONS OF THE DEVELOPER OR INDEMNITEES OR
ANY OTHER ENTITY OR INDIVIDUAL OVER WHICH
PROFESSIONAL DOES NOT EXERCISE CONTROL.
8.2 INDEMNIFICATION FOR EMPLOYEE INJURY CLAIMS. TO
THE FULLEST EXTENT PERMITTED BY LAW AND
PROFESSIONAL'S APPLICABLE INSURANCE POLICY(IES),
PROFESSIONAL SHALL INDEMNIFY AND HOLD HARMLESS
DEVELOPER AND INDEMNITEES FROM AND AGAINST ALL
CLAIMS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING BUT
NOT LIMITED TO REASONABLE ATTORNEYS' FEES, ARISING
OUT OF OR RESULTING FROM BODILY INJURY OR DEATH OF
ANY EMPLOYEE OF THE PROFESSIONAL OR ANY OF
PROFESSIONAL'S CONSULTANTS OR ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY THEM, BROUGHT BY SUCH
INJURED EMPLOYEE OR THE EMPLOYEE'S WORKERS'
COMPENSATION INSURANCE CARRIER (HEREINAFTER
REFERRED TO AS AN "EMPLOYEE INJURY CLAIM") TO THE
EXTENT SUCH BODILY INJURY OR DEATH ARISES OUT OF OR
RESULTS FROM, IN WHOLE OR IN PART, THE PERFORMANCE
OF THE SERVICES UNDER THIS AGREEMENT AND REGARDLESS
OF WHETHER OR NOT SUCH CLAIM, DAMAGE, LOSS OR
EXPENSE IS CAUSED IN PART BY THE CONCURRENT OR
PARTIAL NEGLIGENCE OF ANY INDEMNITEE.
8.3 Reimbursement of Attorney's Fees. To the extent Developer incurs
attorneys' fees and costs in defense of any claim asserted against the Developer
or any Indemnitee that arises out of or results from the acts or omissions of the
Professional described in Sections 8.1 or 8.2 above, Professional shall
PROFESSIONAL SERVICES AGREEMENT —Page 3 of 18
reimburse Developer its reasonable attorneys' fees in proportion to the
Professional liability found in a final adjudication of liability.
8.4 The indemnification obligation assumed under this Section shall not
be limited by a limitation on amount or type of damages, compensation, or
benefits payable by or for the Professional or any other employer under
workers' compensation acts, disability benefit acts, or other similar employee
benefit acts. THE DEVELOPER AGREES TO LIMIT
PROFESSIONAL'S LIABILITY DUE TO ACTS, ERRORS OR
OMISSIONS ALLEGED IN THE PERFORMANCE OF
PROFESSIONAL SERVICES IN TORT OR CONTRACT, SUCH THAT
THE TOTAL AGGREGATE LIABILITY OF THE PROFESSIONAL TO
DEVELOPER SHALL NOT EXCEED THE GREATER OF TWO
MILLION FIVE HUNDRED AND 00/100 DOLLARS ($2,500,000.00) OR
THE MAXIMUM AVAILABLE LIMITS OF INSURANCE PROCEEDS.
THE FOREGOING LIMITATION SHALL NOT APPLY TO: (1)
CLAIMS OR CAUSES OF ACTION RELATING TO THE BREACH OF
THE CONFIDENTIALITY REQUIREMENTS OF THIS AGREEMENT,
(2) CLAIMS OR CAUSES OF ACTION RELATING TO DEVELOPER'S
COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS WITH
RESPECT TO THE INSTRUMENTS OF SERVICE UNDER THIS
AGREEMENT, (3) CLAIMS OR CAUSES OF ACTION RELATING TO
INTENTIONAL ACTS OR GROSS NEGLIGENCE OF
PROFESSIONAL OR ANYONE FOR WHOM PROFESSIONAL IS
RESPONSIBLE, (4) ON -SITE EMPLOYEE INJURY CLAIMS,
INCLUDING DEATH, (5) ANY ACTION OR FAILURE TO ACT BY
PROFESSIONAL, OR ANYONE WHOM PROFESSIONAL IS
RESPONSIBLE, THAT RESULTS IN A DENIAL OF INSURANCE
COVERAGE OR PROCEEDS, (6) CLAIMS OR CAUSES OF ACTION
ASSERTED BY THE CITY AGAINST DEVELOPER, AND (7)
PROFESSIONAL'S OBLIGATION TO INDEMNIFY THE CITY AS
SET FORTH IN SECTIONS 8.1 AND 8.2.
IT IS EXPRESSLY INTENDED BY THE PARTIES THAT THE
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL
NOT SUBJECT PROFESSIONAL'S INDIVIDUAL SHAREHOLDERS,
OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OR
EMPLOYEES TO ANY PERSONAL LEGAL EXPOSURE OR
INDIVIDUAL LIABILITY FOR THE RISKS ASSOCIATED WITH
SUCH SERVICES RELATED TO THIS PROJECT OR AGREEMENT,
EXCEPT FOR CLAIMS, DAMAGES, OR LOSSES DUE TO
INTENTIONAL CONDUCT OR FRAUD.
8.5 It is agreed with respect to any legal limitations now or hereafter in
effect and affecting the validity or enforceability of the indemnification
obligations under this Section or the Additional Insured requirements set forth
herein, such legal limitations are made a part of the contractual obligations and
shall operate to amend the obligations to the minimum extent necessary to bring
the provision into conformity with the requirements of such limitations, and as
so modified, the obligations shall continue in full force and effect. Any
endorsement to Professional's general liability policy prohibiting or limiting the
coverages required herein shall be modified such that the policy will respond to
the obligations of the Professional as set forth in this Section to the full extent
allowed under Texas law.
8.6 The obligations contained in this Section 8 shall survive the expiration,
completion, abandonment, and/or termination of the Agreement and final
completion of the Services and any other services to be provided pursuant to
this Agreement to the extent and for the time periods allowed under Texas law.
9. INSURANCE
9.1 Professional's Insurance Requirements. Unless otherwise agreed to
in writing by Developer, Professional shall obtain and maintain at its expense,
and shall cause its consultants to obtain and maintain at their expense, the
following insurance coverages on policy terms acceptable to Developer:
9.1.1 Professional Liabilitv Insurance with limit of no less than Two Million
Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000)
aggregate, issued by an insurance carrier approved in advance by the
Developer and authorized to provide such coverage in the State of
Texas for all negligent acts, errors, and omissions by the Professional,
its consultants and employees, that arise out of this Agreement. Upon
execution of this Agreement and at every date of renewal of that policy,
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Professional shall cause a Certificate of Insurance to be issued.
Provision of a valid Certificate of Insurance that meets the
requirements of this Agreement is a condition precedent to the payment
of any amounts due to Professional by the Developer and shall have an
extended reporting period (i.e., tail coverage) of 6 years after the later
of final payment under or termination of the Agreement.
9.1.2 Commercial General Liabilitv covering bodily injury and property
damage (including the property of the Developer and other
Indemnitees) with minimum limits on a per project basis of no less than
One Million Dollars ($1,000,000) per occurrence, Two Million Dollars
($2,000,000) annual general aggregate, Two Million Dollars
($2,000,000) annual products -completed operations, One Million
Dollars ($1,000,000) personal and advertising injury, and Five
Thousand Dollars ($5,000) medical expense limit. This policy shall be
primary to any policy or policies carried by or available to the
Developer. "Insured contract" definition will not be modified to
exclude coverage for the sole or contributory negligence of Developer
or the Indemnitees.
9.1.3 Workers' Comnensation/Emnlover's Liabilitv Insurance. Workers'
Compensation shall be in full accordance with the statutory
requirements of the state or states where the Services are to be
performed and shall include bodily injury, occupational illness or
disease coverage. Employer's Liability insurance shall include limits
of not less than $1,000,000 each accident for bodily injury by accident
or $1,000,000 each employee for bodily injury by disease, subject to a
policy limit of not less than $1,000,000 for bodily injury by disease.
9.1.4 Automobile Liabilitv Insurance covering all operations of Professional
pursuant to this Agreement involving the use of motor vehicles,
including all owned, non -owned and hired vehicles with minimum
limits per project of not less than One Million Dollars ($1,000,000)
combined single limit for bodily injury, death and property damage
liability. Coverage shall be on the current edition of ISO form CA 00
01 or its equivalent.
9.1.5 Excess Liabilitv Insurance. Professional shall maintain excess liability
insurance with a limit of not less than Five Million Dollars
($5,000,000) each incident and Five Million Dollars ($5,000,000)
aggregate. Such insurance shall be written on an umbrella basis in
excess of the commercial general liability insurance, business auto
liability insurance and employers liability insurance. This insurance
will apply as primary insurance with respect to any other insurance or
self-insurance programs maintained by Developer and shall be
provided on a "following form basis". This insurance shall have the
same inception and expiration dates as the commercial general liability
insurance, or contain a non-concurrency endorsement. The insurance
shall provide that coverage will "drop down" for exhausted aggregate
limits under the liability coverages referenced above.
9.1.6 Causes of Loss -Special Form (formerlv known as "All Risk")
Insurance. Professional shall maintain Causes of Loss -Special Form
insurance with limits of not less than one hundred percent (100%)
replacement cost of all Professional's equipment and other property.
9.2 Waiver of Subrogation Rights. All policies required under pursuant
to this Agreement, with the exception of the Professional Liability insurance,
shall provide for waivers of all rights of subrogation against the Developer and
Indemnitees.
9.3 General Requirements. All policies required to be obtained by
Professional pursuant to this Agreement shall be issued by carriers having an
A. M. Best's Rating of A, or better, and an A.M. Best's Financial Size Category
of Class VIII, or better, and/or Standard & Poor Insurance Solvency Review A -
or better, and authorized to provide insurance in the State in which the Project
is located. With the exception of Worker's Compensation Insurance, all policies
shall be primary with the policies of Developer being in excess and non-
contributing. However, as it concerns Professional's Professional Liability
Insurance, Professional Liability shall be primary and non-contributory on a
blanket basis if required by written contract but only for claims arising solely
from Professional's wrongful acts. With the exception of Worker's
Compensation/Employer's Liability Insurance and any Professional Liability
PROFESSIONAL SERVICES AGREEMENT —Page 4 of 18
Insurance, all insurance required pursuant to this Agreement shall include the
Developer and hidemnitees as additional insureds. Such coverage shall be
written on forms CG 20 10 10 01 and CG 20 37 10 01, or a substitute
endorsement providing "equivalent" coverage. For purposes of this additional
insured requirement, "equivalent" coverage means coverage for liability arising
out of Professional's work performed for the Developer, including coverage for
the negligence or fault of the Developer and hidemnitees as to bodily injury or
death of an employee or agent of Professional or Professional's consultant,
including the products -completed operation hazard. All policies shall contain
provision requiring 30 days' prior written notice by insurance carrier to
Developer in case of cancellation, nonrenewal, or substantial modification. No
policy will have a deductible or self -insured retention in excess of $25,000
without the Developer's prior written consent.
9.4 Certificates of Insurance for each policy in a form satisfactory to
Developer shall be delivered to Developer on or before execution of this
Agreement. If the forms of policies, endorsements, certificates, or evidence of
insurance required by this Agreement are superseded or discontinued,
Developer will have the right to require other equivalent forms. Any policy or
endorsement form other than a form specified in this Article 9 must be approved
in advance by Developer. If requested in writing by Developer, and provided
that Developer has and explains a reasonable need for access to the same,
Professional will make available to Developer a copy of all insurance policies
or endorsements required by this Agreement, which may be redacted to remove
premium information.
9.5 Evidence of Insurance. Insurance maintained by Professional and its
consultants must be evidenced as follows:
(i) ACORD Form 25 Certificate of Liability Insurance for
liability coverages;
(ii) ACORD Form 28 Evidence of Property Insurance (2003
edition) for property coverages;
(iii) Evidence to be delivered to Developer prior to commencing
operations at the Project and prior to the expiration of current policies;
and
(iv) ACORD forms must
(a) Show the Developer and the Indemnitees as the certificate
holders (with Developer's mailing address);
(b) Show the Developer and the hidemnitees as "Additional
Insureds";
(c) Show the insurance companies producing each coverage and
the policy number and policy date of each coverage;
(d) Name the producer of the certificate (with correct address and
telephone number) and have the signature of an authorized
representative of the producer;
(e) Specify the additional insured status (on ACORD Form 45)
and/or waivers of subrogation for the applicable policies;
(f) State the amounts of all deductibles and self -insured
retentions;
(g) Show the primary status and aggregate limit per project where
required;
(h) Be accompanied by copies of all required endorsements; and
(i) Have a date of issuance within 5 business days of receipt by
Developer.
10. DEVELOPER'S AUDIT RIGHTS
Professional shall maintain, and require its consultants of any tier to maintain,
detailed records pertaining to all Reimbursable Expenses. Such records shall be
made available to Developer and its authorized representatives for purposes of
audit within ten (10) business days after receipt of written notice from
Developer.
II. MISCELLANEOUS TERMS AND CONDITIONS
11.1 Advertising and Use of Developer's Name. Professional will not refer
to the Property, the Project Manager, the Developer, the Developer's
Representative, the City of Fort Worth, or the Developer's agents, employees,
representatives, and Affiliates in any promotional materials without
Developer's prior consent.
11.2 Confidential Information. "Confidential Information" means any
information disclosed to, or discovered or produced by, Professional and its
employees, agents, representatives, consultants, or subconsultants concerning
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Developer, Developer's proposed or pending business activities, the Project
(including Project Data or the identity of any existing or proposed owner,
lessee, lender, seller or purchaser), or the Services. Professional will not
disclose, or permit any employee, agent, representative, consultant, or
subconsultant to disclose, any Confidential Information to any Person without
the prior written consent of Developer. Professional agrees to hold such
Confidential Information in strict confidence and shall (i) use such information
only for the sole purpose of performing the Services, (ii) reproduce such
information only to the extent necessary for such purposes, (iii) restrict
disclosures of Confidential Information to employees with a need to know (and
advise such employees of the obligations assumed herein) and (iv) not disclose
such Confidential Information to any third parties without the prior written
consent of Developer. If Professional is legally compelled to disclose
Confidential Information, Professional will notify Developer prior to the
disclosure of such Confidential Information, and will cooperate with Developer
in limiting the compelled disclosure to the extent possible. All such
Confidential Information shall remain the property of Developer. The terms and
provisions of this Agreement shall also remain confidential.
11.3 Independent Contractor. Professional shall at all times be an
independent contractor and have sole responsibility for and control over all
means, methods, techniques, sequences and procedures for coordinating and
scheduling its Services to achieve the requirements of this Agreement. Nothing
in this Agreement shall be deemed to imply or represent that the Professional,
its representatives, agents, employees or its subconsultants of any tier are the
agents, fiduciaries, representatives or employees of Developer or any
Indemnitee. Professional shall be solely responsible for compliance with all
applicable withholding taxes, social security taxes, unemployment taxes, and
workers' compensation, and for providing all compensation and benefits to its
employees performing any of the Services or work on the Project. Professional
shall not have the authority to enter into agreements on behalf of or to otherwise
bind Developer nor shall Professional represent to any person that it has the
authority to do so. Furthermore, under no circumstances shall Professional have
the authority to: (a) amend or modify (including, but not limited to, change
orders affecting price or time requirements) any other agreement related to the
Project without the Developer's prior written approval or (b) resolve disputes
between Developer and any other parry involved with the Project.
11.4 Governing Law. This Agreement, its construction and any disputes
arising out of, connected with or relating to it shall be governed by the laws of
the State of Texas, without regard to any conflict of law principles.
11.5 Binding Effect; No Third -Party Beneficiaries. This Agreement shall
inure to the benefit of and shall be binding upon the parties hereto and their
respective successors and permitted assigns. Except as specifically provided
herein, this Agreement is not intended to, and shall not create any rights in any
person or entity whatsoever except Developer, Indemnitees, and Professional.
Professional acknowledges and agrees that hndemnitees are third -parry
beneficiaries of this Agreement.
11.6 Assignment. Professional shall not assign, delegate or transfer this
Agreement or any of its rights or obligations hereunder or any interest herein
without the prior written consent of Developer. Developer may freely assign
this Agreement to any assignee, so long as the assignee is financially capable
of paying for the Services or Developer shall remain responsible for the
obligations under the Agreement. Developer will make reasonable efforts to
provide Professional notice of any assignment of this Agreement, provided that
failure to provide such notice shall not invalidate the assignment.
11.8 Lender's Right to Complete. In the event of a default by Developer
under any loan agreement with lender, the unperformed part of this Agreement
will be performed by Professional for the benefit and at the expense of lender,
should lender so elect, provided that there is no significant interruption in the
performance of Professional's services and all obligations of Developer to
Professional are paid or performed by lender or appropriate accommodations
are agreed between Professional and lender.
11.9 Interest of Developer. Neither Developer nor any Indemnitee will
have any personal liability under this Agreement. The term "Developer" means
only the Person which is the holder of Developer's interest in this Agreement
at the time in question. Immediately upon conveyance by Developer of its
interest in this Agreement, the conveying Person will be released from all
obligations of "Developer" thereafter arising under this Agreement, and
Professional will look solely to the new Developer for performance of such
PROFESSIONAL SERVICES AGREEMENT —Page 5 of 18
obligations provided, however, that both the new Developer and the conveying
Person will be included as Indemnitees under this Agreement.
11.10 Professional Services Jurisdiction Statement. The Texas Board of
Professional Engineers, 1917 S. Interstate 35, Austin, Texas 78741, Phone:
512-440-7723, has jurisdiction over individuals licensed under the Texas
Engineering Practice Act, Texas Occupations Code Chapter 1001. The Texas
Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, TX
78701-3942, has jurisdiction over complaints regarding the professional
practices of persons registered as architects in Texas.
12. ENTIRE AGREEMENT; MODIFICATION
This Agreement contains the full and complete understanding of the parties
pertaining to the Services and supersedes any and all prior and
contemporaneous representations, negotiations, agreements or understandings
between the parties, whether written or oral. This Agreement may be modified
only in writing, signed by both parties.
13. NOTICES
All notices must be in writing even though some, but not all, provisions in this
Agreement refer to "written notice(s)" or "notice(s) in writing." All notices must
be delivered personally; sent by United States certified mail, postage prepaid,
return receipt requested ("US Mail"); placed in the custody of Federal Express
Corporation or other nationally recognized overnight courier for next day
delivery ("Courier"); transmitted by confirmed telephonic facsimile ("Fax"); or
emailed. Notices will be deemed to be effective when received, if delivered
personally or via email; the next business day after posting, if sent by US Mail;
and the next business day, if sent by Courier or Fax. If notice is transmitted by
Fax, a duplicate copy will be sent by either US Mail or Courier no later than
one business day after transmission by Fax. All notices, including all inquiries,
requests, instructions, authorizations and communications will be made to the
appropriate Representative. In order to be effective, notices from Professional
to Developer changing Professional's representative, terminating this
Agreement, alleging nonperformance or default, or making a claim against
Developer, must be addressed and sent to Developer at the address stated below
Developer's signature block of this Agreement, with a copy of such notice being
sent at the same time to the following address:
Crescent Real Estate LLC
777 Main Street, Suite 2260
Fort Worth, Texas 76102-5325
Email: ngarsek@crescent.com
Attention: Legal Department
From and after September 1, 2023:
Crescent Real Estate LLC
3230 Camp Bowie Blvd., Suite 500
Fort Worth, TX 76107
Email: ngarsek@crescent.com
Attention: Legal Department
All other notices may be sent by regular mail to the appropriate representative.
Either parry hereto may specify in a notice to the other parry a different address
for the giving of notices. Email communications are solely for the convenience
of the Parties and will not constitute valid or effective notice for purposes of
this Agreement.
14. HAZARDOUS MATERIALS
Unless otherwise provided in this Agreement, Professional and its consultants
shall have no responsibility for the discovery, presence, handling, removal or
disposal of or exposure of persons to hazardous materials, asbestos, asbestos
products, mold, polychlorinated biphenyl (PCB) or other toxic substances in
any form at the Project site except to the extent that such hazardous substances
were specified by the Professional's Plans, Drawings, Specifications, or other
documents.
15. DISPUTE RESOLUTION
DocuSign Envelope ID: B8l l B77C-1 F18-4901-B35E-EOC611644EB3
15.1 Any claim or dispute arising out of or related to this Agreement shall
be resolved by litigation in a court of competent jurisdiction.
15.2 The prevailing parry or parties in any dispute related to or arising
from this Agreement to which Developer and Professional are parties shall be
entitled to recover its or their attorneys' fees and costs incurred in connection
therewith. The prevailing parry within the meaning of this Agreement shall
mean the party who is successful in the pursuit of its claims (or defenses) on
the major disputed issues so that it obtains substantially the relief it sought in
the matter when considered in the totality of the circumstances.
15.3 This Agreement replaces and supersedes any previously signed
proposals or other agreements between Developer (or its affiliates, partners, or
predecessors) and Professional regarding the Services on the Project.
16. CITY OF FORT WORTH REQUIREMENTS
PROFESSIONAL SERVICES AGREEMENT —Page 6 of 18
16.1 Due to ongoing negotiations with the City, Professional has not
received or reviewed Developer's agreement with the City (the "Prime
Agreement") as of the date of this Agreement. Professional understands that
certain City -imposed obligations from the Prime Agreement will apply to this
Agreement. If the City imposes additional requirements or restrictions on the
Project or the Services that are not already incorporated in this Agreement
("New City Requirements"), Professional shall have the opportunity to review
any such New City Requirements, will not unreasonably withhold approval of
such New City Requirements, and will agree to incorporate such New City
Requirements into this Agreement through a written amendment executed by
the Parties hereto.
(Signature Page Follows)
DocuSign Envelope ID: B8llB77C-lF18-4901-B35E-EOC611644EB3
The parties have caused their respective duly authorized representatives to execute this Agreement as of date first set forth above.
DEVELOPER:
CRESCENT PROPERTY SERVICES, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By:
Name:
Title:
Developer's Address:
777 Main Street, Suite 2260
Fort Worth, Texas 76102
Attn: Kevin Crum
Telephone: 817.321.2000
Project Manager:
To be provided at a later date, if applicable.
PROFESSIONAL:
WESTWOOD PROFESSIONAL SERVICES, INC.,
A MINNESOTA CORPORATION
DocuSigned by:
Kavt�a�l P. P610-1 P•E., IEW SP
By. 9FC727FC7A29436_
Randall P. Pogue, P.E., ENV SP
Printed Name:
Title: Vice President, Land Di Vi s
Professional's Address:
12701 Whitewater Drive, Suite 300
Minnetonka, MN 55343
Attn: General Counsel
Telephone: 952-937-5150
Email: legal@westwoodps.com
PROFESSIONAL SERVICES AGREEMENT —Page 7 of 18
The parties have caused their respective duly authorized representatives to execute this Agreement as of date first set forth above.
DEVELOPER:
CRESCENT PROPERTY SERVICES, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By:
Name. Urn
Title: Senior VP
Developer's Address:
777 Main Street, Suite 2260
Fort Worth, Texas 76102
Attn: Kevin Crum
Telephone: 817.321.2000
Project Manager:
To be provided at a later date, if applicable.
PROFESSIONAL:
WESTWOOD PROFESSIONAL SERVICES, INC.,
A MINNESOTA CORPORATION
By:
Printed Name:
Title:
Professional's Address:
12701 Whitewater Drive, Suite 300
Minnetonka, MN 55343
Attn: General Counsel
Telephone: 952-937-5150
Email: legal@westwoodps.com
PROFESSIONAL SERVICES AGREEMENT — Page 7 of 18
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EXHIBIT A
SCOPE OF PROFESSIONAL'S BASIC SERVICES AND PAYMENT
I. PROJECT DESCRIPTION
Roadway and landscape improvements, including street lighting and signage for Camp Bowie Boulevard from Montgomery Street to
University Drive in Fort Worth, Texas.
II. SCOPE OF BASIC SERVICES
A. Surveying Services
TOPOGRAPHIC ALIGNMENT SURVEY & APPROXIMATE RIGHT -OF- WA Y DETERMINA TION:
Professional will perform an on the ground survey under the direct supervision of a Registered Professional Land Surveyor.
Included in this item:
• Location of permanent improvements on and immediately adjacent to, the above deemed limits (structures and improvements
extending past the stated limits will be surveyed only to the extents of said limits and not in their entirety).
• Spot elevations on 50-foot intervals.
• Contours on one foot intervals.
• Top of curb and gutter elevations for paving on, and adjacent to, the site.
• Locations, common name and trunk diameter of trees.
• Location of visible utilities and appurtenances.
• Location and sizes of underground utilities based on available record information.
• Plot easements or setbacks of which the surveyor has knowledge or has been made aware. This item does not include an
abstract of title.
• Retrieve subdivision plats, maps and/or deeds delineating the ownership for the project.
• Limited field measurements to only those existing boundary monuments, deemed necessary by the surveyor, to approximate
the location of the rights -of -way.
• The graphic depiction of the approximate location of the boundaries of the north and south right-of-way lines based on record
deeds and plats.
• Indicate scale, orientation, and date of the survey.
• Include legend of symbols and abbreviations used on the survey.
2. EASEMENT DOCUMENTS:
Based on a boundary survey of the site prepared by Professional, Professional will prepare separate instrument dedication documents
for water, sanitary sewer, storm sewer, drainage, public utility sidewalk, public open space, and/or franchise utility easements required
as a part of development of the site.
Included in this item:
• Survey exhibits and metes and bounds descriptions for each easement.
• Coordination with City and/or franchise utility company staff for review and approval of each easement.
Not included in this item:
• Coordination with property owners.
• Monumentation of easement corners.
3. STATE & LOCAL SALES TAX. -
As required by state law, all professional services related to boundary determination/preparation are subject to state and local sales tax.
As this item is normally part of reimbursable expenses this has been included as part of Professional's Scope of Services.
B. Engineering Services
DEMOLITION PLAN:
PROFESSIONAL SERVICES AGREEMENT —Page 8 of 18
DocuSign Envelope ID: B811 B77C-1 F18-4901-B35E-EOC611644EB3
Professional will prepare a Demolition Plan for the proposed project. The scope of work defined by this plan shall be limited to site
work only including relocation of items by others, concrete flat work in ROW along with protection of utilities and trees. Plans and/or
specifications for demolition of buildings and structures shall be by others if required.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• One (1) revision to the plan to reflect site plan changes as a result of Developer or architect comments. Additional changes
will be made on an hourly rate basis if approved in advance by Developer.
• Limits of demolition or removal as appropriate.
• Identification of items to be protected and/or preserved during demolition.
• General notes related to the demolition activities.
2. DIMENSIONAL CONTROL PLAN:
Based on an approved site plan provided by the Developer or architect, Professional will prepare a detailed site horizontal
Dimensional Control Plan which will define drives, parking spaces, ADA accessible routes and sidewalks, building location, and
landscape areas in relation to existing and proposed property boundary lines. This item is meant to be a tool for the Contractor to lay
out the site during construction and is not meant to be a "Site Plan" for City review/approval purposes. It is Professional's
understanding that either Professional will provide sufficient surveying services to define the site boundaries, or the site boundary
information will be provided by Developer.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• One (1) revision to the plan to reflect site plan changes as a result of Developer or architect comments. Additional changes
will be made on an hourly rate basis if approved in advance by Developer.
Not included in this item:
• Survey to define site boundaries.
3. SITE PAVING PLAN:
Professional will prepare construction plans and details for site paving, sidewalks and drive approaches. Paving section designs are to
be based on recommendations included in a current Geotechnical Report to be provided by the Developer and City of Fort Worth
pavement design manual.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• One (1) revision to the plan to reflect site plan changes as a result of Developer or architect comments. Additional changes
will be made on an hourly rate basis if approved in advance by Developer.
Not included in this item:
• Design of any off -site paving improvements, street extensions or widening.
• Design and detailing of other site improvements including, screening walls, light pole bases, transformer or generator pads,
hardscape features, pavers, and site signage.
• The detailed layout of walks and hardscape area, including scoring patterns are not included. It is Professional's
understanding the design of these items will be shown on the Landscape and / or Architectural plans.
4. TRAFFIC CONTROL PLAN:
Professional will prepare a Traffic Control Plan for the improvements in the public right-of-way. The plan will be prepared in
accordance with MUTCD Standards.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• One (1) revision to the plan to reflect site plan changes as a result of Developer or architect comments. Additional changes
will be made on an hourly rate basis if approved in advance by Developer.
5. INTEGRATED STORMWATER MANAGEMENT SITE PLAN:
Professional will prepare an Integrated Stormwater Management (iSWM) Site Plan for the proposed project. The iSWM
Site Plan will be a comprehensive report that contains the technical information and analysis to meet the Stormwater regulatory
requirements. The plan will include existing condition and post development hydrologic and hydraulic analysis and a Stormwater
PROFESSIONAL SERVICES AGREEMENT —Page 9 of 18
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management system design.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• One (1) revision to the plan to reflect site plan changes as a result of Developer or architect comments. Additional changes
will be made on an hourly rate basis.
6. PROJECT MANAGEMENT. COORDINATION & PERMITTING:
Professional will perform project management duties through the duration of the Project. This activity will be highly communication
oriented between all disciplines, City staff, contractors, local businesses and other stakeholders in the project. The Project
management team will provide necessary facilitation of design, submissions, reviews and coordination and permitting. Specific
activities that are anticipated include the following:
Included in this item:
• Manage the team:
o Lead, manage and direct design team activities
o Ensure quality control is practiced in performance of the work
o Communicate internally among team members
o Allocate team resources
Communications and Reporting
o Attend a pre -design project kickoff meeting with Developer staff to confirm and clarify scope, understand
Developer objectives, and ensure economical and functional designs that meet Developer requirements.
o Conduct review meetings with the Developer at the end of each design phase.
o Prepare and submit monthly invoices in the format acceptable to the Developer.
o Prepare and submit monthly progress reports.
o Prepare and submit baseline Project Schedule initially and Project Schedule updates.
o Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure and provide
and obtain information needed to prepare the design.
o With respect to coordination with permitting authorities, Professional shall communicate with permitting authorities
such that their regulatory requirements are appropriately reflected in the designs. Professional shall work with
regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements.
Project Coordination: Professional will provide coordination with the railroad, USCOE and/or TxDOT or other required
agency for permitting of the proposed infrastructure construction. Included in this item are:
o Coordination of submittal of Application for Permit.
o Research and provide appropriate design specifications.
o Coordination for final plan approval.
o Up to three (3) coordination meetings, if required.
o Application and Permitting fees and special insurance premiums are not included.
Constructability Review:
o Prior to the 60 percent review meeting with the Developer, the Professional shall schedule and attend a project site
visit with the Developer, Project Manager and construction personnel to walk the project. The Professional shall
summarize the Developer's comments from the field visit and submit this information to the Developer in writing.
Utility Clearance:
o The Professional will consult with the Developer, public utilities, private utilities and government agencies to
determine the approximate location of above and underground utilities, and other facilities (current and future) that
have an impact or influence on the project. Professional will design Developer facilities to avoid or minimize
conflicts with existing utilities, and where known and possible consider potential future utilities in designs.
o Professional will provide plans to and coordinate with utility owner related to the relocation efforts of franchise
utilities that remain in conflict with the proposed construction.
ROADWAY ILL UMINATION DESIGN SERVICES:
Professional will provide engineering design services for roadway illumination in accordance with requirement of the Approving
Agency and NEC standards. [NOTE: For purposes of this proposal, the Approving Agency refers to City of Fort Worth.]
Included in this item:
• Site visit to the site to document any existing equipment and locate possible power service locations.
• Coordination with local electric service provider to obtain transformer location for proposed lighting system and any
clearance requirements for any transmission lines along the corridor, as needed.
• Perform a photometric analysis (if required) for the roadway utilizing AGi32, or similar, software. The pole height(s)
provided by the Approving Agency (or electric service provider) will be utilized along with the fixture type to determine the
PROFESSIONAL SERVICES AGREEMENT — Page 10 of 18
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optimal spacing and light wattage (if it has not been predetermined by the Approving Agency). As needed, the pole spacing
and lamp wattage will be varied until a design is found that will meet the current lighting guidelines. Lighting guidelines will
follow AASHTO standards and/or the standards of the Approving Agency. Photometric analysis tables and proposed pole
location will be provided for the Approving Agency to review and accept before designs progress. The pole locations
determined from the analysis results will be exported into AutoCAD.
A standard illumination foundation design and City standard pole and fixtures will be used. Custom foundation designs will
be additional fees if approved in advance by Developer.
As needed, develop a set of roadway illumination construction plans for the subject corridor. The plan set may include:
o The type, location, and quantity summary of the illumination poles and heads, conduit, ground boxes, power sources
with distribution to luminaires, conduit and cable chart, pole summary chart, and all other items required for the
complete construction of the luminaires.
o Approving agency/TxDOT standard sheets.
o Bid documents (provided upon request for additional fee if approved in advance by Developer).
Submittals to the Approving Agency include:
o Preliminary plan set (as needed)
o Preliminary plan set with revisions (as needed)
o Final plan set
C. Landscape Architecture Services
LANDSCAPE SUBMITTALS. COORDINATION MEETINGS AND WORK SESSION.
A Landscape Architect from Professional will attend meetings and or presentations to coordinate with other team members, the
Developer and stake holders during the design and construction phase. Landscape plans and specifications will be submitted as
outlined for Developer and/or governmental review.
Included in this item:
• Up to six (6) team coordination or presentation meetings during the design phase of the project.
o One (1) project kick-off meeting.
o One (1) concept plan review meeting.
o One (1) schematic design plan review meeting.
o One (1) plan review meeting during the Design Development phase of work.
o Two (2) plan review meetings during the Construction Document phase of work.
• One (1) concept work session with the Developer and City in which Professional will present initial "kickstarf 'programmatic
ideas, precedent images, conceptual design elements, and other concepts for response and input from the Developer and/or
City staff.
• Professional will develop two concepts from the collated results of the City work session and present at a second meeting for
input and revisions to be incorporated into the schematic design.
• Official plan review submittals as follows:
o One (1) plan review submittal during the Design Development phase of work.
o Two (2) plan review submittals during the Construction Document phase of work.
o One (1) permit set of drawings for City review and permits.
o One (1) "For Construction" set of drawings.
Not included in this item:
• Creation of special renderings or documents required for a Planned Development, Special Exception, or Variance requests
beyond the documents described above.
• Submittals for multiple early release permit drawings exceeding the total plan submittals described above.
2. FULL LANDSCAPE ARCHITECTURE PLAN SERVICES:
Professional will provide a Landscape Architecture Design services that consists of hard and soft surface elements of the site on the
ground plane, excluding vehicular paving. Elements typically include wayfmding signage, pedestrian paving, location of enhanced
vehicular paving, crosswalks, ornamental light fixtures, pedestrian handrails, exterior stairs and ramps, site furniture, fencing, mow
curbs, landscape plantings, irrigation, bus structures and seat walls/retaining walls less than 36" in height.
Included in this item:
• Coordination of City review and approval of plans prepared as part of this item.
• Concept Design: Develop up to two (2) concept options for streetscape treatments for the differing intersections, adjacencies,
and ROW. Develop up to two (2) concept options for public open space treatments along the roadway. Develop up to two (2)
concept options for primary and secondary entry/access along the streetscape for wayfmding, planting, and design themes.
• Following a presentation of the concepts, Developer comments will be incorporated into the Schematic Design.
PROFESSIONAL SERVICES AGREEMENT — Page 11 of 18
DocuSign Envelope ID: B811 B77C-1 F18-4901-B35E-EOC611644EB3
• Schematic Design: One (1) schematic option submitted for Developer review and coordination. One (1) board depicting
critical sections, elevations, or three-dimensional aspects of the design necessary to demonstrate design intent. Following
team review, one (1) revision of the Schematic Design to incorporate Developer comments and to demonstrate the desired
outcome of a `Preferred Option' that may be used for marketing purposes or included within documents prepared by the
Developer. An opinion of probable construction cost will be provided.
• Design Development (60% Construction Plans): One (1) image board depicting proposed materials and design theme options.
Plans to include one (1) Layout Plan depicting horizontal alignment of hard surface elements and lighting, one (1) Planting
Plan for site plan approvals, one (1) Irrigation Plan, and Site Detail Plans depicting elevations and sections of key elements
prepared as a part of this item. An opinion of probable construction cost will be provided.
• Construction Documents (90% and Final Plans): Plans to include layout, planting, irrigation, and detail plans to a level
sufficient to demonstrate design intent and allow the construction thereof, including materials and quantity schedules.
Technical specifications will be prepared for each critical item in the Landscape Architectural Plans.
• Coordination with the Civil Engineer on sidewalks, driveways, and crosswalk locations and to connect landscape drainage
structures and features into the overall site drainage plan.
• Coordination with Structural Engineer related to shade structures and footings, if required.
• Coordination with Electrical Engineer to provide plan location of ornamental lighting along with requested fixture types,
locations, and fmishes.
Not included in this item:
• Way -finding signage on buildings. Retaining wall design for walls over 36" in total height, or with surcharges.
• Vehicular pavement design and grading. Paving enhancement design for vehicular areas, if any, will be provided to the civil
engineer in the design development phase for incorporation into the vehicular paving plans.
• Pool, fountain, pond or specialty water feature design. If one of these should be requested, it can be provided as an additional
service if approved in advance by Developer.
• Irrigation systems utilizing reclaimed water that require pumps, filters and associated controls. This can be provided as an
additional service if needed and approved in advance by Developer.
• LEED pursuit.
• Modeling of any building architecture.
• Green roofs or terraces over structure.
• Additional illustrative rendered perspectives or illustrative rendered plans.
D. Construction Phase Services
LANDSCAPE CONSTRUCTION ADMINISTRATION:
Professional will provide limited bid and construction administration services related to the work shown on the Landscape Layout,
Planting, and Irrigation Plans.
A representative will process shop drawings and product submittals, respond to RFIs, and issue supplemental instructions if required
related to the work shown on the Landscape Architecture, Planting and/or Irrigation Plans provided by Professional. Submittals not
required by the contract documents or not related to plans developed by the landscape architect will not be reviewed.
At the Developer's request, a representative will attend up to three (3) Owner/Architect/Contractor (OAC) project coordination
meetings during construction.
At the request of the Developer, Professional will visit the site at critical junctures during the course of site construction up to three (3)
times. Recommended times for site visits could include:
• Paving mockups and site formwork/reinforcing.
• Testing of the irrigation main line and landscape drainage structures. Upon completion of soil preparation and finish grade,
after plant material has been laid out, but prior to actual planting.
• Substantial Completion Walk -Through
• Final Completion Walk -Through.
This shall not be construed as performing continuous construction inspection.
Please note the following:
• Professional shall not at any time supervise or have authority over any Contractor work or jobsite management procedures,
nor shall Professional have authority over or be responsible for the means and methods, or procedures of construction
selected or used by the Contractor.
• Professional neither guarantees the performance of the Contractor nor assumes responsibility for the Contractor's failure to
furnish and perform the Work in accordance with the Contract Documents.
PROFESSIONAL SERVICES AGREEMENT — Page 12 of 18
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Professional shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations,
counseling, or research, or enforcement of construction insurance or surety bonding requirements.
Professional shall not be responsible for the acts or omissions of the Contractor or for any decision or interpretation of the
Contract Documents made by the Contractor.
While at the site, Professional's employees and representatives shall comply with the specific applicable requirements of the
Contractor's and Developer's safety programs of which Professional has been informed.
2. CIVIL CONSTRUCTIONADMINISTRATION.
Professional will be available to attend up to twelve (12) project coordination meetings (including conference calls) during
construction. Meetings could include:
• Pre -Bid Conference.
• Pre -Construction Conference.
• Substantial Completion Walk -Through.
• Final Completion Walk -Through.
• Visits to the construction -site to monitor progress of the construction and to check for general compliance with the
construction documents.
This shall not be construed as performing continuous construction inspection. Professional will also be available to review submittals
from the Contractor that are required for this project and related to the civil site improvements. Those submittals could include
Contractor's Application for Partial Payment and Final Payment, shop drawings, product data, mix design, etc. Submittals not required
by the contract documents or not related to civil site improvements will not be reviewed.
Please note the following:
• Professional shall not at any time supervise or have authority over any Contractor work or jobsite management procedures,
nor shall Professional have authority over or be responsible for the means and methods, or procedures of construction
selected or used by the Contractor.
• Professional neither guarantees the performance of the Contractor nor assumes responsibility for the Contractor's failure to
furnish and perform the Work in accordance with the Contract Documents.
• Professional shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations,
counseling, or research, or enforcement of construction insurance or surety bonding requirements.
• Professional shall not be responsible for the acts or omissions of the Contractor or for any decision or interpretation of the
Contract Documents made by the Contractor.
• While at the site, Professional's employees and representatives shall comply with the specific applicable requirements of the
Contractor's and Developer's safety programs of which Professional has been informed.
E. Surveying Special Services (If Requested)
EASEMENT VACATIONDOCUMENTS:
Professional will prepare standard documents required for abandonment of existing utility easements on the referenced site as
necessary.
Included in this item:
• Survey exhibits and metes and bounds descriptions for each easement being abandoned for the referenced project.
• If requested, Coordination with City staff for application and approval of said abandonment.
• Coordination with Developer's attorney regarding preparation of "Front End" legal documents to be prepared by the attorney.
Not included in this item:
• Coordination with property owners.
• Monumentation of easement corners.
• Preparation of "Front End" legal documents. (to be provided by Developer's attorney)
2. S. U.E. SURVEYING SERVICES:
Professional will perform an on the ground survey of the property under the direct supervision of a Registered Professional Land
Surveyor. It is anticipated that horizontal and vertical control for the site will be provided by others. The deliverables for this project
will be electronic files only and in AutoCAD format.
Included in this item:
• Field measurements to "tone marks" placed on -site by others.
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• Field measurements to "test holes" placed on -site by others.
• Field measurements to visible above ground utility appurtenances.
• Flow -line measurements of sanitary sewer manholes.
• Two trips to tie markings, tone marks and/or bore holes.
Not included in this item:
• Utility plan research.
• Coordination with utility companies.
• Other visible improvements not related to utilities.
F. Engineering Special Services (If Requested)
FRANCHISE UTILITY COORDINATION:
Professional will coordinate on -site franchise utility improvements to serve the project. Franchise utilities include gas, power, and
phone/data. The intent of this item is to coordinate services for the project, and if requested, provide schematic level horizontal
alignment plans for utility coordination purposes.
Included in this item:
• Up to five (5) coordination meetings with Franchise Utility Companies and Developer, if requested.
• One (1) revision to the plan to reflect site plan changes as a result of Franchise Utility Company or Developer comments.
Additional changes will be made on an hourly rate basis if approved in advance by Developer.
Not included in this item:
• Design of any off -site utility improvements, removals, or extensions not described above.
• Design and sizing of conduits, equipment/pads, appurtenances, load calculations, transformers, etc. to serve the proposed
development.
• Preparation of design and/or construction drawings beyond that of a schematic level.
• Coordination of City review and approval of conduit/duct bank plans, as may be required by the reviewing entity.
G. Excluded Services
The following items are not included in Professional's scope of services:
1. Geotechnical investigation
2. Environmental investigation
3. Wetlands determination and permitting
4. Floodplain studies and permitting
5. Preliminary and final platting
6. Zoning change assistance
7. Site Plan layout
8. Traffic and parking studies
9. Coordination of gas, electric, telephone and cable television service (other than those Services set forth above)
10. Retaining wall design if greater than 36" in height
11. Design of screening walls, light pole bases, transformer or generator pads, hardscape features, pavers and/or site signage.
12. Detailed layout of walks and hardscape areas, including scoring patterns.
13. Design of any underfloor drainage systems or grading.
14. Design of french drain systems around the building perimeters.
15. Dedications of easements and/or right-of-way by separate instrument
16. Site Lighting Plan (other than those Services set forth above)
17. Signage Plan (other than those Services set forth above)
18. Off -site roadway, drainage, and utility extensions/improvements
19. LEED pursuit
20. Bid phase services including preparation of bid forms, solicitation of bids and coordination with prospective bidders
21. Construction staking
22. Preparation of Record Drawings
23. Application, review and filing fees
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III. COMPENSATION
LUMP SUM:
Professional's total compensation for proper performance of all Basic Services shall be a lump sum fee of Five Hundred Forty -Three
Thousand Four Hundred Seventy -Five and no/100 Dollars ($543,475.00), which shall become due upon successful completion of
each phase as further detailed below:
Surveying Services
TOPOGRAPHIC ALIGNMENT SURVEY & APPROXIMATE RIGHT -OF- WA Y DETERMINA TION $ 40,000.00
EASEMENT DOCUMENTS (12 @ $2,500.00 each) $ 30,000.00*
TOTAL $ 70,000.00
*STATE & LOCAL SALES TAX ON TAXABLE SURVEY SERVICES $ 2,475.00 (this amount is included in the total lump -sum fee set
forth above).
Engineering Services
DEMOLITIONPLAN $ 25,000.00
DIMENSIONAL CONTROL PLAN $ 82,000.00
SITE PAVING PLAN $102,000.00
TRAFFIC CONTROL PLAN $ 65,000.00
INTEGRATED STORMWA TER MANAGEMENT SITE PLAN $ 42,000.00
PROJECT MANAGEMENT, COORDINATION & PERMITTING $ 35,000.00
ROAD WAYILL UMINATIONDESIGN SERVICES $ 12,000.00
TOTAL $363,000.00
Landscape Architecture Services
LANDSCAPE SUBMITTALS, COORDINATION MEETINGS & WORK SESSION $ 10,800.00
FULL LANDSCAPE ARCHITECTURE PLAN SERVICES $ 82,000.00
TOTAL $ 92,800.00
Construction Phase Services
LANDSCAPE CONSTRUCTION ADMINISTRATION $ 5,200.00
CIVIL CONSTRUCTIONADMINISTRATION $ 10,000.00
TOTAL $ 15,200.00
PROFESSIONAL SERVICES AGREEMENT — Page 15 of 18
DocuSign Envelope ID: B811 B77C-1 F18-4901-B35E-EOC611644EB3
IV. REIMBURSABLE EXPENSES
All charges for reimbursable expenses shall be billed at the rates set forth below:
Reproducfrvrr-
Black Line Bond P.rinta.................................................................:......................
O.5O15f
Black Line Mylar Prinls-----------------------------------------------------------•---------------------------
$ 2-DO(sf
CLAW Band Flats ..................-----.----.----...----.----...--...---.---....--...--...----..---..---........
$ 3-)O15f
Cclorl=rints [8I12- x 1T-'1------------------------------------------------------
•------------------------- $7.4O1ea
Photocopies 1`8 1 }2'- x T 1 ")--------------------------------------------------------------------------
$ 0-1 Cfea
Monurnenfaflon JAlaterials Orgy)-
3" Aluminum DFsk€..........._...._.._...._.,_...._......._..............................:.._...._.........._ 25A01ea-
Mounting-
Foam -core ------------------------------------------------------------------- 4-t3O1sfi
Sfndin.g Seralcey--
Punch& Sind ---------------------------------------------------------------------- --- •-------------------------- $1.0O)ea
.Storage Medkr,
CDIFiash Ifrive-------------------------------------------..--...--...---..-.-..-...-•----------------------.-. $ 8.001ea
Travel Expenses -
Per Diem fLodging/Mealr]--------------------------------------------------------- $ F25-&&/Day/Perscrr
Weage................................................................................. Current IRS Rate per mile
PROFESSIONAL SERVICES AGREEMENT — Page 16 of 18
DocuSign Envelope ID: B811 B77C-1 F18-4901-B35E-E0C611644EB3
V. HOURLY RATES
With the exception of the fixed rates set forth in Exhibit B below, compensation for all Additional Services shall be based on the rates
set forth below:
ENGINEERING
FFfncipa L.-• ----•- ----- ----- ----- ----- -- ----- -----
-- $2�0_00{H r.
Associate P+inci:pal..........................
$235_001Hr.
Director ---------------------------------------------
$235.00{Hr.
Senior Projecf Manager .................
$2N_00JHr.
Senior ProjectCoordinator- ..........
$2G0.0OfHr.
Project Manager ............................
$175.0OfHr.
Project Ccordihafor------------------------
1175.00fHr.
Project Engineer ------------------------------
$1 K_OOfHr.
Senior Technician............................$T45.001Hr_
Technician .......................................
$110-OOfHr_
Drafter..............................................$1
N.00fHr.
Resea*ch Manager .........................
$150.00{Hr_
R-eseafeh Coordinator..__...._.............$90-0OfHr.
Reseatch Assistant----------------------------$80.X/Hr.
Executive Assistant --------------------------
$1 Ct1001Hr_
Senior .Admirristfative Aisistarit ........
$90_00]Hr_
Administrative Assistant ....................
$75.0 /Hr.
Expeff WfinessTestimony ................
$350.00{Hr_
LANDSCAPE ARCHITECTURE
Pri1nc3p a 1 - --------- ----- ----- ----- -- --- -- - ---- -- ---
-- $260-b01H r .
Associate Principal --------------------------
$235.0OfHr.
Director---- - ------ -- --- -- --- ----- -- --- -- - --- -----
-- -$23 5.0Of H r.
Senior Project Manager .................$2G0.0OfHr.
Project Manager ----------------------------
$175.0,0fHr.
Project Landscape Architect ........
$135.001Hr.
Landscape Task Lead--------------------$130.0s0fHr.
Technician .......................................
$110-DOfHr.
Landscape Designer .-.----.--._...__...__.$12ti_00{Hr.
DraFtef..............................................$TDD_00/Hr.
Executive Assistant ..........................
$1M_00{Hr_
$enidf Admirl5tioNve Assisliant ........$90_0OfHr.
Adrnirni5trofive Assistant....................$75.0OfHr.
Exi)6rf W-rine�s Testimony ................
$360_0€ /Hr.
SURVEYING
PTinc Ipa I._..---------------------------------------$260_00{H
r.
Associate Flrincipal._.......................$235.00IHr.
Difec.tw--------------------------------------------$235_0J{Hr.
S,_—Nar Project 1 undger .................$2Q0.0OfHr.
enlorProjectCoordinator ------------
$2G _N/Hr.
Project Manager.............................$175_DO/Hr.
Project Coordinator______.-.--.-.--.----.--$175.00{Hr.
Project Svfveyc�.---..---.._.-.-----...__...__$140.O0IHr.
Survey Intern ------------------------------------
$13r0-00fHr_
Serial TeCI16Gian----------------------------
$125.O€JHr_
Technician ............................... TO.DDfHr.
Draffa!.__._..___.._.............._._.__._...__...__.$100_00IHr_
Research Managef._----_.-.-_---...__...__$1
uC1.00{Hr.
Research C oofdinatox----------------------
$90.00{Hr,
Research Assistant ...--.--.-.-- ..............-$84.01Hr_
Executive AssisCant ..........................
$1 QO_00]Hr_
Senior Admiristratil+e ASS15rant ........$9#l.WfHr.
Adminisfra-five Assistant._.__.............._$?5.00IHr_
Expert Wiiness Testimony................V3
O_C0{Hr.
:Survey i9eld Crew I T-person♦---------
$100_DOIHr.
Survey field Crew 1 -person♦..__.. ---
$160-00{Hr.
Survey Meld Crew r3-persons._------
$225-00IHr.
$urvev �aeld Crew 14-persons---------$285_NIHr.
.S,jrvey Scanner Crew ; i-penonj
__$1.90_001Hr.
Survey Scarcer Crew �2-petscr�'i
_.$240_001Hr.
SurveyScarine? Craw �3-nefscrJ
__$325.001Hr.
[Remainder of Page Intentionally Blank]
PROFESSIONAL SERVICES AGREEMENT — Page 17 of 18
DocuSign Envelope ID: B811B77C-1F18-4901-B35E-EOC611644EB3
EXHIBIT B
ADDITIONAL SERVICES
If the need for Additional Services arises, the Professional will contact the Developer prior to proceeding with any additional work that
will incur additional expenses not included in the fee. Professional shall not proceed with any Additional Services without the prior
written authorization of Developer.
The following fixed, lump -sum fees will apply if Developer requests in writing Surveying Special Services or Engineering Special
Services:
Surveying Special Services (If Requested)
EASEMENT VACATIONDOCUMENTS
S. U.E. SURVEYING SERVICES
Engineering Special Services (If Requested)
FRANCHISE UTILITY COORDINATION
$ 3,000.00* (each, plus tax)
$ 2,000.00* (per day)
$ 38,000.00
*Please note that boundary surveying and related services are subject to state and local sales tax. Unless specifically stated otherwise,
sales tax is not included in the fees above and will be added when these services are invoiced.
[Remainder of Page Intentionally Blank]
PROFESSIONAL SERVICES AGREEMENT — Page 18 of 18
Amendment No. 1 to Professional Services Agreement Solo Page
AMENDMENT NO.1
PROFESSIONAL SERVICES
AGREEMENT
The Parties entered into a Professional Services Agreement dated January 19, 2023 for
civil engineering, land surveying, and landscape architecture services to be provided for the Camp
The Parties agree to amend the Agreement as follows:
1. The Agreement contains a typo in Section 8.4. The Parties agree that the reference
2. Section 15.1 of the Agreement is replaced in its entirety with the following:
Professional hereby submits to the jurisdiction of the Texas courts and will obtain
and maintain an agent for service of process in the State of Texas. Neither party
will bring any action against the other party arising out of or relating to this
Agreement in any forum or venue except in the state courts located in Tarrant
County, Texas, or the United States District Court for the Northern District of
Texas, Fort Worth Division. Professional irrevocably waives any present or future
objections to such legal action and irrevocably waives the right to bring any legal
3. Developer and The
s final
payment to Developer on this Project, to have access to and the right to examine
any directly pertinent books, documents, papers, and records involving
transactions relating to this Agreement. Developer and the City will have access
during normal working hours to all necessary Professional facilities and shall be
provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. Developer and the City will give
Professional reasonable advance n
Except as amended by this Amendment No. 1, the terms and conditions of the Agreement
shall continue in full force and effect.
Amendment No. 1 to Professional Services Agreement Solo Page
DEVELOPER:
CRESCENT PROPERTY SERVICES, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By:
Name:
Title:
PROFESSIONAL:
WESTWOOD PROFESSIONAL SERVICES, INC.,
A TEXAS CORPORATION
By:
Printed Name:
Title:
Design Procurement and Project Management Agreement Page 15 of 18
Camp Bowie Boulevard Roadway Improvements
EXHIBIT C
LEVEL OF EFFORT
The scope of work for Design Consultant is set forth in Exhibit A of the Design Consultant
Agreement.
The scope of work for Project Manager is set forth in Exhibit A of the Project Management
Agreement.
Design Procurement and Project Management Agreement Page 16 of 18
Camp Bowie Boulevard Roadway Improvements
EXHIBIT D
INSURANCE
1.01 Duty to Acquire and Maintain. Developer shall obligate Design Consultant to maintain a
policy or policies of insurance at all times, in full force and effect, to provide coverage of the types
and amounts specified herein, naming the City as an additional insured as set forth herein. The
insurance required hereunder may be met by a combination of self-insurance and primary and
excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate.
b. Umbrella Policy
(1) $5,000,000.00
c. Professional Liability
(1) $2,000,000 per claim
(2) $2,000,000 aggregate
d. Automobile Liability:
(1) $1,000,000.00 Each accident on a combined single-limit basis
e. Worker’s Compensation:
(1) As required by law
f. Employer’s Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City’s Risk
Manager, the City may at any time revise insurance coverage requirements and limits required by
this Agreement. Developer agrees that within ten (10) days of receipt of written notice from the
City, Developer will direct Design Consultant to provide the cost associated with the same for the
City’s review. The policy or policies of insurance shall be endorsed to provide that no material
changes in coverage, including cancellation, non-renewal, or substantial modification shall be
made without thirty (30) days’ prior written notice to the Developer.
Design Procurement and Project Management Agreement Page 17 of 18
Camp Bowie Boulevard Roadway Improvements
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved
to do business in the State of Texas. Except for workers’ compensation, 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, prior written approval of the City’s Risk Management Division is required.
Within ten (10) business days following execution of this Agreement, Developer shall ensure that
City is furnished with certificates of insurance signed by the respective companies as proof that
the types and amounts of insurance coverage required herein have been obtained. In addition,
Developer shall, on demand, provide the City with evidence that Design Consultant has maintained
such coverage in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required
herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per
line of coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any
recovery by the City of any sum by reason of any insurance policy required under this Agreement
shall in no way be construed or affected to limit or in any way affect Design Consultant’s liability
to the City or other persons as provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage
limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability
shall follow form of the primary coverage.
1.08 Additional Insured. The City, its officers and employees shall be named as an Additional
Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subrogation. The insurance (except professional liability) shall include a waiver
of rights of recovery (subrogation) in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without
expense, to receive copies of policies and endorsements thereto (which may be redacted to remove
premium information) and may make any reasonable requests for deletion or revision or
modifications of particular policy terms, conditions, limitations, or exclusions in order to comply
with the requirements of this Agreement except where policy provisions are established by law or
regulations binding upon either of party or the underwriter on any such policies.
1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance
evidencing all required insurance coverage and any applicable endorsements.
Design Procurement and Project Management Agreement Page 18 of 18
Camp Bowie Boulevard Roadway Improvements
EXHIBIT E
PROJECT MANAGEMENT AGREEMENT
(See attached)
1i
'n-le I'r€ajecb Group
OWNER'S REPRESENTATIVE AGREEMENT
THIS OWNER'S REPRESENTATIVE AGREEMENT (this "Agreement") is made to be
effective as of January 1, 2023 (the "Effective Date"), by and between Crescent Property Services
LLC, a Delaware limited liability company ("Owner") with a mailing address of 3230 Camp
Bowie Blvd., Ste. 500, Fort Worth, Texas 76106, and TPG The Projects Group, Inc., a Texas
corporation ("TPG") with a mailing address of 301 Commerce Street, Suite 1301, Fort Worth,
Texas 76102, Attention: John Stevenson.
BACKGROUND
A. Owner intends to design and construct streetscape improvements along Camp
Bowie Boulevard, from Montgomery to University along its new development (the
"Proiect").
B. TPG has a background in owner's representation and is willing to provide the
services set forth on TPG's Proposal attached as Exhibit A hereto (the "Services")
to Owner in connection with the Project.
C. Owner desires for TPG to provide the Services in connection with the Project.
D. TPG acknowledges that, despite references to "Owner" throughout this Agreement,
Crescent Property Services LLC does not own the Project site, but rather serves as
Developer for the Project through an agreement with the City of Fort Worth.
AGREEMENT
Therefore, the parties agree as follows:
1. Description of Services and Proposed Fee. Beginning on the Effective Date, TPG
will provide the Services to Owner in connection with the Project [until final completion] of the
Project (the "Term"). As consideration for TPG's performance of the Services, Owner shall pay
TPG the amounts set forth on Exhibit A ("TPG's Compensation"). If additional services in
addition to the Services described on Exhibit A are required or if the construction schedule for the
Project is extended through no fault of TPG, TPG and Owner will negotiate and authorize
additional time and compensation in writing.
2. Performance of Services. TPG shall perform the Services under this Agreement
in accordance with the generally accepted national standards of care, skill, diligence and
professional competence applicable to professionals engaged in providing similar services.
3. Pavment. Owner will pay a fee to TPG for the Services as outlined above in
Paragraph 1. TPG's Compensation shall be payable monthly, no later than the thirtieth (30th) day
after Owner's receipt of TPG's monthly invoice.
4. Expense Reimbursement. TPG shall be entitled to reimbursement of its expenses
from Owner at direct cost with no mark up. Such reimbursable expenses will be included in TPG's
monthly invoice and include the following: (i) expense of out-of-town travel (travel outside the
metropolitan area in which TPG's traveling personnel is located) and related living expenses in
connection with the Services, at the direction of and subject to the prior written approval of Owner;
(ii) mileage (per IRS rates) (iii) expense of long-distance telephone communications,
reproductions, postage and handling of drawings, specifications and other documents used in
connection with the Services; and (iv) expense of any additional insurance coverage or limits,
including professional liability insurance, requested by Owner in excess of the limits normally
carried by TPG subject to the prior written approval of Owner.
5. Termination Without Cause. Upon thirty (30) days' written notice to TPG of
intent to terminate without cause, Owner may terminate this Agreement in whole or in part for any
reason. The parties shall deal with each other in good faith following delivery of any notice of
intent to terminate without cause has been given. If any part of the Services is so terminated, TPG
shall be entitled to payment for Services performed and reasonable costs directly related to
Services thereafter performed by TPG in terminating such Services including reasonable
cancellation charges. In case of such termination, Owner will issue an Additional Services Order
making any required adjustment to the scheduled date of completion and/or TPG's Compensation.
6. Termination With Cause.
a. By Owner. If TPG does not fully comply with the terms of this Agreement,
then Owner may, without prejudice to any other right or remedy and after giving TPG
fourteen (14) days' written notice and opportunity to cure, terminate the services of TPG.
b. By TPG. If Owner does not provide payment as described in Paragraph 3
above, and fails to bring TPG's account current within fourteen (14) calendar days of
TPG's written notice that sums are outstanding, TPG may suspend all Services until Owner
pays all sums due, and may terminate this Agreement if full payment of all sums is not
received within thirty (30) calendar days of TPG's written notice that sums are outstanding.
TPG shall not be liable for any damages or costs incurred by Owner, its lender, affiliates,
partners, directors, members, managers, consultants, subcontractors, agents, employees, or
assigns because of any suspension or termination of the Services; provided, such
suspension or termination is caused by the failure of Owner to make payment pursuant to
the terms hereof.
7. Relationship of Parties. TPG is and throughout the term of this Agreement shall
be an independent contractor and not an employee or agent of Owner. TPG has no authority to
make commitments on behalf of, or to legally bind, Owner. All contracts relating to the design,
engineering, and completion of the Project shall be entered into by Owner, and not TPG, and
Owner must authorize and execute any amendments, additional services addendums, or change
orders thereto. TPG shall not be entitled to or receive any benefit normally provided to Owner
employees such as, but not limited to, vacation payment, retirement, healthcare or sick pay. Owner
shall not be responsible for withholding income or other taxes from the payments made to TPG.
TPG shall be solely responsible for filing all returns and paying any income, social security or
other taxes levied upon or determined with respect to the payments made to TPG pursuant to this
Agreement.
21 Page
8. INDEMNIFICATION.
a. SUBJECT TO PARAGRAPH 9.C. BELOW, TO THE FULLEST EXTENT PERMITTED
BY LAW, TPG SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS OWNER, THE CITY OF FORT
WORTH, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES
AND AGENTS (THE "INDEMNITEES") FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES,
COSTS, EXPENSES, AND LIABILITIES ATTRIBUTABLE THE NEGLIGENCE OR MISCONDUCT OF
THE INDEMNIFYING PARTY, EXCEPT TO THE EXTENT SUCH CLAIMS OR LIABILITIES ARE
CAUSED BY THE NEGLIGENCE, FAULT, VIOLATION OF A STATUTE, ORDINANCE,
GOVERNMENTAL REGULATION, STANDARD OR RULE, OR THE BREACH OF THIS AGREEMENT
BY THE PARTY BEING INDEMNIFIED OR ANY THIRD PARTY UNDER THE CONTROL OR
SUPERVISION OF THE PARTY BEING INDEMNIFIED. NOTWITHSTANDING ANYTHING IN THIS
PARAGRAPH 8A TO THE CONTRARY, WITH RESPECT TO PROFESSIONAL LIABILITY CLAIMS,
TPG' S OBLIGATION TO DEFEND THE INDEMNITEES SHALL BE LIMITED TO THE DEFENSE, IF ANY,
PROVIDED BY TPG' S PROFESSIONAL LIABILITY INSURANCE CARRIER UNDER THE TERMS OF ITS
POLICY; PROVIDED, HOWEVER, TPG SHALL REIMBURSE THE INDEMNITEES FOR ALL DEFENSE
COSTS ASSOCIATED WITH PROFESSIONAL LIABILITY CLAIMS IF TPG IS ULTIMATELY FOUND BY
A COURT OF COMPETENT JURISDICTION TO BE NEGLIGENT IN CONNECTION WITH THE
PROFESSIONAL LIABILITY CLAIM IN QUESTION.
b. INDEMNITY - EMPLOYEE INJURY CLAIMS. IN ADDITION TO
THE INDEMNIFICATION PROVIDED IN SECTION 8(a) ABOVE, TPG SHALL
INDEMNIFY, DEFEND, AND HOLD HARMLESS OWNER AND ALL
INDEMNITEES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, OR
EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS'
FEES AND COSTS), ARISING OUT OF, RESULTING FROM OR
ATTRIBUTABLE TO ANY CLAIM OF BODILY INJURY, SICKNESS, DISEASE
OR DEATH OF ANY EMPLOYEE OF TPG BROUGHT BY SUCH INJURED
EMPLOYEE OR THE EMPLOYEE'S WORKERS COMPENSATION
INSURANCE CARRIER (HEREINAFTER REFERRED TO AS AN "EMPLOYEE
INJURY CLAIM"), EVEN TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS
OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY THE CONCURRENT
NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES/PARTY OR
ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, IT BEING
THE EXPRESSED INTENT OF THE OWNER AND TPG THAT, IN SUCH
EVENT, TPG IS TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE
OWNER AND/OR INDEMNITEES FROM THE CONSEQUENCES OF THEIR
OWN NEGLIGENCE, TO THE EXTENT IT IS ALLEGED TO BE THE
CONCURRING CAUSE OF THE BODILY INJURY, SICKNESS, DISEASE, OR
DEATH OF THE EMPLOYEE. THE INDEMNIFICATION OBLIGATIONS
UNDER THIS PARAGRAPH SHALL NOT BE LIMITED BY ANY LIMITATION
ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS
PAYABLE BY OR FOR TPG UNDER WORKERS COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. TPG
SHALL PROCURE LIABILITY INSURANCE COVERING ITS OBLIGATIONS
UNDER THIS PARAGRAPH. ADDITIONALLY, SHOULD TPG RETAIN ANY
CONSULTANT OR SUBCONTRACTOR, THE TERM EMPLOYEE INJURY
3 1 P a g e
CLAIM SHALL BE DEFINED TO ALSO INCLUDE ANY CLAIM, DAMAGE,
LOSS, OR EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE
ATTORNEYS' FEES AND COSTS), ARISING OUT OF, RESULTING FROM OR
ATTRIBUTABLE TO ANY CLAIM OF BODILY INJURY, SICKNESS, DISEASE
OR DEATH OF ANY EMPLOYEE OF SUCH CONSULTANT OR
SUBCONTRACTOR BROUGHT BY SUCH INJURED EMPLOYEE OR THE
EMPLOYEE'S WORKERS COMPENSATION INSURANCE CARRIER.
9. Insurance.
a. TPG Insurance. TPG shall maintain at its sole cost and expense (a)
Workers' Compensation Insurance in an amount not less than the applicable statutory
limits and Employer's Liability Insurance in an amount not less than $1,000,000, (b)
Comprehensive Automobile Liability Insurance in an amount not less than $1,000,000
combined single limit, (c) Commercial General Liability Insurance in an amount not less
than $1,000,000 per occurrence $2,000,000 annual aggregate, and (d) Professional
Liability Insurance in an amount not less than $1,000,000 per claim at all times while
Services are being performed, as well as for a period of one (1) year after the date of
completion of the Services to the extent such policies are commercially reasonable. The
Workers' Compensation, Employer's Liability, Automobile Liability, and Commercial
General Liability Insurance shall include a Waiver of Subrogation in favor of Owner, the
City of Fort Worth, and the Other Additional Insureds defined below. Owner, the City of
Fort Worth, and the Other Additional Insureds shall be included as additional insureds on
the Commercial General Liability and Auto Liability policies procured by TPG using
additional insured endorsements acceptable to Owner. The term Other Additional Insureds
is defined to include:
GPIF CD Partners, LP
GPIF CD Office LLC
GPIF CD Hotel LLC
GPIF CD Multi LLC
Cultural District Condominium Association, Inc.
b. Not Used.
C. Not Used.
10. Limitation of Liabilitv. For all claims other than Employee Injury Claims, TPG's
liability for claims made against TPG by Owner shall be limited to the greater of (i) the amount of
TPG's available insurance proceeds, and (ii) two (2) times the amount of TPG's Compensation.
For all claims other than Employee Injury Claims, neither party shall be liable to the other for
consequential damages arising out of, or connected in any way to the Project or this Agreement.
Notwithstanding anything herein to the contrary, the parties agree that TPG is not providing any
warranty or guaranty to Owner with respect to the design, permitting or construction of the Project,
nor with respect to the cost or schedule for the performance thereof, and no inspection, observation,
monitoring, coordination, reporting or other services of TPG required herein shall be deemed to
4 1 P a g e
constitute or create any such guaranty, provided, however, that the foregoing shall not limit TPG's
obligation to perform its duties and obligations hereunder in accordance with the standard of care
set forth in Paragraph 2 above.
11. Assignment. Neither party to this Agreement shall assign this Agreement in whole
or in part without the prior written consent of the other; provided, however, upon written notice to
TPG, Owner may assign this Agreement to a parent, subsidiary, or other affiliated entity.
12. Confidentiality. Each party recognizes that the other has confidential information
and agrees to safeguard and not disclose confidential information of the other provided that such
confidential information is marked as "confidential" when delivered or otherwise made available
to the receiving party (collectively, "Information"). The receiving party will protect the
disclosing party's Information from improper disclosure using the same degree of care used by the
receiving party to protect its own proprietary information. In addition, the receiving party agrees
that the receiving party will not, at any time or in any manner, use any Information solely for its
own benefit, or divulge, disclose, or communicate in any manner any Information to any third
party without the prior written consent of the disclosing party. The foregoing notwithstanding, this
provision shall not apply to any Information to the extent it is: (a) in the public domain at the time
it was disclosed, (b) already known without restriction to the party receiving it at the time it was
disclosed, (c) learned from a third party not in breach of any confidentiality obligations, or (d)
required by regulation, court or regulatory order to be disclosed. A receiving party shall not be
liable for: (i) the disclosure of such proprietary data or information as specified above, (ii) the
inadvertent or accidental disclosure of such data or information that might occur despite the
exercise of the same degree of care as each party normally takes to preserve its own company
proprietary data or information, or (iii) disclosure of such data or information pursuant to judicial
or U.S. Government action. The confidentiality provisions of this Agreement shall remain in full
force and effect after the termination of this Agreement for a period of one (1) year.
Notwithstanding the foregoing, TPG recognizes that due to the involvement of the City of Fort
Worth on this Project, any information provided by TPG to Owner may become publicly
accessible. Therefore, before providing the Owner with any Information marked "confidential"
TPG must advise Owner that intends to provide Information marked as "confidential", and Owner
must agree in writing that it is willing to receive the same. If Owner does not provide this
acknowledgement in advance, it will not be obligated to protect the Information as confidential
under the terms of this Section 12.
13. Services to Third Parties. Owner understands that TPG's staff project manager
and other employees may provide consulting services to other projects during the term of this
Agreement.
14. Accounting Records. TPG shall keep full and detailed accounts as may be
necessary for proper financial management under this Agreement. Owner shall be afforded access
to TPG's records relating to this Agreement or the Services.
15. Notices. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing, addressed as first set forth above to the party to whom the
notice or request is given, and shall be either (a) delivered personally, (b) sent by United States
certified mail, postage prepaid, return receipt requested, or (c) placed in the custody of Federal
5 1 P a g e
Express Corporation or other nationally recognized overnight carrier for next day delivery. Notice
shall be deemed given when received if delivered personally; forty-eight (48) hours after deposit
in the United States mail, if sent by certified mail; and twenty-four (24) hours after deposit with
an overnight carrier, if sent by Federal Express or other nationally recognized overnight carrier for
next day delivery. Either party may designate, by similar written notice to the other party, any
other address, facsimile number or confirming telephone number for such purposes. Additionally,
copies of any notice alleging a breach or default by Owner shall be simultaneously given to the
following address:
Crescent Real Estate LLC
3230 Camp Bowie Blvd., Suite 500
Fort Worth, TX 76107
Email: ngarsek@crescent.com
Attention: Legal Department
16. Entire Agreement. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties. This Agreement
may be supplemented, amended or revised only in writing by agreement of both parties.
17. Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision shall be deemed to be
written, construed and enforced as so limited.
18. Waiver of Contractual Rim. The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this Agreement.
19. Disputes. In the event of a dispute between the TPG and Owner, it is agreed that
good -faith efforts will be made to resolve the matter directly. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs, and necessary disbursements in addition to any relief to which
it may be entitled.
20. ADDlicable Law. This Agreement shall be construed in accordance with and
governed by the laws of the state where the Project is located. Neither party will bring any action
against the other party arising out of or relating to this Agreement in any forum or venue except in
the state courts located in Tarrant County, Texas, or the United States District Court for the
Northern District of Texas, Fort Worth Division. The parties hereto irrevocably waive any present
or future objections to such legal action and irrevocably waive the right to bring any legal action
in any other jurisdiction.
21. Third Partv Beneficiaries. TPG and Owner are the only parties to this Agreement.
There are no other intended third (3r) party beneficiaries to this Agreement, other than the
Indemnitees solely with respect to Sections 8 and 9.
61 Page
22. Ri2ht to Audit. Owner and The City of Fort Worth shall have the right, until three
(3) years after the City's final payment to Owner on this Project, to have access to and the right to
examine any directly pertinent books, documents, papers, and records involving transactions
relating to this Agreement. Owner and the City will have access during normal working hours to
all necessary TPG facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Owner and the City will give TPG
reasonable advance notice of intended audits.
[Signatures on following page]
71 Page
1i
'Me I'r€ajecb Group
IN WITNESS WHEREOF, this Agreement has been executed by TPG and Owner as of the
Effective Date.
TPG:
The Projects Group, Inc.,
a Texas corporation
By: �jjf I
Name: John E. Stevenson
Title: Executive Vice President
Owner:
Crescent Property Services LLC,
a Delaware limited liability company
By: 4;;3
Ne5�Kevin D Crum
Title: SVP-Development
Signature Page to
Owner's Representative Agreement
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Exhibit A
TPG's Proposal
[follows]
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The Projects Group
June 14, 2023 — Revised March 13, 2024
Mr. Kevin Crum
Crescent Real Estate, LLC
Delivered via e-mail: KCrum@crescent.com
Re: Owner's Representative and Owner's Project Manager Services for Crescent Real Estate
Improvement of Camp Bowie Boulevard
Dear Mr. Crum:
It is my pleasure to provide this proposal for Owner's Representative and Owner's Project Manager
Services for Crescent Real Estate ("Client"). We sincerely appreciate your time on November 28 to learn
more about your needs.
DOCUMENT INTRODUCTION
This document serves as a cover letter to a more complete Selected Qualifications package that follows.
As you will see from our example projects and resumes, our employee -owners can make any vision reality.
Our firm has deep experience with both the development and management of places that connect.
Crescent's vision for Camp Bowie Boulevard aligns exactly with our experiences.
We have relationships with the City, County, and the local stakeholders that are unmatched, and we have
delivered many successful projects with the selected design team.
We just delivered the City's celebrated Dickies Arena, serving as the owner's representative in that
public/private partnership. This included a significant enabling project to redirect and improve Trail Drive.
And Dickies Arena is not unique — we built or renovated almost every single facility in the Fort Worth
Cultural District.
For over five years, we have served as the Amon Carter Museum of American Art's owner's representative
for all of their work, interior and exterior. We are the Tenant's Representative in Crescent's development
for the Kimbell Art Foundation, the organization that owns and operates the Kimbell Art Museum.
While we do not have active projects at the Modern Art Museum of Fort Worth or UNT Health Science
Center — the remaining two major landowners along this right-of-way — we are close to the leadership of
both, either as firm or from individual staff members. Indeed, Project Executive Alfred Walker, while Head
of Facilities at the Amon Carter Museum of American Art for over 42 years, has delivered projects in both
spaces, and he enjoys strong relationships with all members of the Cultural District, as he founded the
Facilities Council that includes the facilities leadership of all institutions decades ago.
We are used to performing projects in highly active, City -owned facilities, as demonstrated by our delivery
of over $100M in projects at the Best -in -America Fort Worth Zoo — planning and implementing this work
while the attraction remained open. We are also actively representing Streams & Valleys in their ambitious
Trinity Park and Trails Improvements project, which is on City land.
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While we see value in our work at all phases, our unique level of relationships and understanding of
design, permitting, and implementation of work on City land often leads to our firm being requested by
developers and other owner's representatives for complicated work to be done in the City of Fort Worth.
President Brandon Elms is well-known for this work, from the Fort Worth Zoo, to Dickies Arena, to the
implementation of the Sundance Square Plaza — which included the abandonment of part of Main Street.
Nearly all of our work is done in busy, congested, and high -value areas. No firm has managed more work
in Downtown Fort Worth or the Cultural District in the last 40 years.
Our relationships with this area are also quite personal, as this was Councilmember John Stevenson's
District — a tradition and heritage not lost on Executive Vice President John Stevenson.
We are the only firm that provides exclusively owner's representative / owner's project management
services, is Fort Worth -based, and has a track record of delivering culturally engaged, logistically
complicated work within the Fort Worth Cultural District.
COMPANY BACKGROUND
Established in 2002 by a group of seasoned design and construction professionals, The Projects Group
offers comprehensive owner's representation and project management services to companies, non-profit
organizations, and institutional entities needing to augment their internal development team. Our
hallmark is the proven ability to manage unique, culturally significant, and highly technical projects such
as museums, performance halls as well as urban development and corporate/institutional relocations.
We have a select, highly qualified staff of design and construction professionals with expertise in all areas
of project development that can manage the process and guide the owner through the full life cycle of a
project. From the initial steps of programming and funding strategies, through completion of construction
and opening of the facility, we offer our expertise to the owner and add value to the project team.
We view our role as an extension of your staff, providing the resources, quality control, and technical
expertise to oversee the work on your behalf. Further, we provide the necessary support to your key
stakeholders — a building or planning committee, board of directors, or any other group — as their
representative in meetings with design and construction professionals. We develop a reporting format
that gives the right information, at the right time, to keep stakeholders apprised of project status and
provide a roadmap to upcoming project milestones. This reporting effort answers the most asked
questions regarding budget, schedule, and work progress, and it keeps everyone informed in a consistent
and timely manner.
Our teambuilding and leadership skills are essential to the success of complex and specialized projects,
which likely include multiple design team members, specialty consultants and contractors.
We have a well -developed program to assist you in selecting the architects, engineers, contractors, and
other professional consultants required. This ensures the entire team is tailored for the specific needs of
your project.
We are all employee -owners, meaning we are directly invested in our firm's and clients' success. We only
provide owner's representation and owner's project management services, meaning we do not have any
inherent bias caused by owning, developing, managing, designing, or constructing other facilities.
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The Projects Group
While our goal is a project that flows as smoothly as possible, construction is not a perfect business. What
makes a project successful is a team fueled by strong leadership, coupled with an instituted culture of
service and positivity to counter and resolve complications as they arise. This is the value The Projects
Group brings. Throughout our long history, we have seen myriad pitfalls and challenges, but we address
each one in the same manner: Championing the team on the Owner's behalf to bring creative solutions to
result in successful outcomes.
PROJECT INTRODUCTION
It is our understanding that you wish to engage The Projects Group to conduct and oversee the design
and construction of Roadway Improvements, described in Exhibit B, section I (A). The Roadway
Improvements will occur along Camp Bowie Boulevard, from Montgomery to University, according to
Exhibit B. This is a major thoroughfare in the Cultural District of Fort Worth, in which Crescent's new
development exists. The road is property of the City of Fort Worth. The City of Fort Worth and Tarrant
County are providing funds to Crescent to manage improvements to this road. Those improvements are
funded with public funds and must be performed under Texas Government Code Ch. 2269. To date, the
project has been allocated $9,990,000 in funding, which is to cover all soft, hard, and owner costs. See
Exhibit B for breakdown of cost participation from the City of Fort Worth, and the County.
Pacheco Koch is the design team, and they will be carrying all necessary design consultants. The Client is
anticipating the schedule included in Table 1, which is believed to have been approved by the City of Fort
Worth. On October 4, 2023, McCarthy was selected as the Construction Manager at Risk by the Project's
Selection Committee. The goal is for construction to be complete by late summer 2025.
SCHEDULE
These services are to commence immediately, if approved by the Client. Currently, the schedule from the
Client is assumed to be accurate and current. The Client does not anticipate delaying the project due to
COVID-19 or other market effects, but it is understood there may be delays in the project's delivery due
to supply -chain reductions, access to funds, or ability to phase the work.
We provided a graphic representation of the anticipated schedule in Table 1 and used this schedule as the
basis of our fee.
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The Projects Group
Table 1. Schedule basis for proposal.
Jan-23
Design
Feb-23
Design
Mar-23
Design
Apr-23
Design
May-23
Design
Jun-23
Design
Jul-23
Water Line Delay
Aug-23
Water Line Delay
Sep-23
Water Line Delay
Oct-23
Water Line Delay
Nov-23
Water Line Delay
Dec-23
Water Line Delay
Jan-24
Water Line Delay
Feb-24
Design + Permitting
Mar-24
Design + Permitting
Apr-24
Design + Permitting
May-24
Design + Permitting
Jun-24
Design + Permitting
Jul-24
Construction
Aug-24
Construction
Sep-24
Construction
Oct-24
Construction
Nov-24
Construction
Dec-24
Construction
Jan-25
Construction
Feb-25
Construction
Mar-25
Construction
Apr-25
Construction
May-25
Construction
Jun-25
Construction
Jul-25
Construction
Aug-25
Construction
Sep-25
Construction
Oct-25
Closeout
SCOPE OF SERVICES
Per our discussions with you and based on our understanding of the project, we propose the following
services:
- Gather data regarding work performed to date, by coordinating with vendors or stakeholders,
including the Client and the Client's design and construction team members
- Assist Client with the engagement of design professionals, contractors, and other consultants as
necessary to implement the work, via formal Requests for Proposals
- Assist the Client in negotiating contracts for consulting and construction services
- Work with the Client to develop a capital budget for the project that includes hard and soft costs
required to complete and achieve the Client's program
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- Develop and manage an overall project schedule with critical milestones along the way
- Review all invoices, track all costs against contracts or purchase orders, and forward to Client for
payment
- Meet with the Client as needed to review the budget, schedule, ongoing work, and any outstanding
critical items
- Assist in the implementation of any Client -provided work
- Oversee design and construction on behalf of the Client and monitor for compliance with building
standards and contract documents, provided this does not relieve the design team from their
professional construction administration duties. (We understand that a design team will be
retained during construction to address RFI's, review shop drawings, and review construction for
compliance with the design documents.)
- Monitor the schedule and notify Client of any conflicts or delays to the extent they are known.
Work with the project team to determine remedial action plans and provide recommendations to
the Client as appropriate.
- Attend site visits with contractor, design team, and Client, at a frequency to be determined
- Coordinate with contractor, design team, and Client to resolve any outstanding issues
- Coordinate and monitor the punch list and close out procedures with contractor, design team, and
Client
- Provide a monthly report, documenting progress, budget and schedule updates, and noting any
items of concern
- Serve as primary point of contact between Client, design team, construction team, City, County,
adjacent landowners, and all other project stakeholders
- Provide other general support on behalf of the Client to successfully complete the project
FEE
As discussed in our call, we do not provide our fees based on a percentage of construction cost. We believe
this causes inherent bias in the protection of the Client's budget. We provide our services based on a
schedule and manpower plan.
Due to the fact that Crescent was still negotiating the Term Sheet with the City of Fort Worth in January
2023, Crescent requested The Projects Group bill on an hourly basis until the Term Sheet was executed.
The Term Sheet was executed on April 28, 2023. See Exhibit B.
If additional services beyond October 2025 are required or if the construction schedule for the Project is
extended through no fault of TPG, TPG and Owner will negotiate and authorize additional time and
compensation in writing.
On July 28, 2023, Ty Thompson - Assistant Director, Development Services Department with the City of
Fort Worth, emailed Crescent and Westwood (Architect of Record), advising of water infrastructure
improvements needing to be included with the proposed Camp Bowie Improvements. As this additional
scope was not anticipated when TPG's proposal and fee were developed, Crescent instructed TPG to
generate an updated proposal to include the fee associated with this additional scope. This is included in
Table 2.
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Table 2. Fee Schedule.
Base
Water
Revised
Schedule
Date
Revised Sch
Scope
Lines
Total
Year 1
January-23
Base Design
S6,208
$0
$6 208
S107,T14
February-23
Base Design
$6,948
$0
$6,946
M3rch-23
Base Design
$12.673
$0
$12-673
April-23
Base Design
$3.885
$0
$3-885
M3y-23
Base Design
S9.750
$0
$0-T50
June-23
Base Design
$9„760
$0
S9-T50
July-23
Water Line delay
$0
$9-750
$0750
August-23
Water Line delay
$0
$9-750
$9-750
September-23
Water Line delay
$4
$9,750
$0-T50
October-23
Water Line delay
$0
$9-750
59-750
November-23
Water Line delay
K
$9-750
$9750
December-23
Water Line delay
$0
$9,760
S9,750
Year 2
January-24
Water Line delay
$0
$9-750
$9-750
$131,260
February-24
Design + Permitting
$0,760
$750
$10,600
March-24
Design + Permitting
$0 760
$750
S10-500
April-24
Design # Permitting
$9.750
$750
$10.500
M3y-24
Design + Permitting
$g 760
$760
S10-500
June-24
Design # Permitting
$9.760
$750
$10,500
July-24
Construction
$12.760
$3-750
$16.500
August-24
Construction
$9.750
$750
$10.500
eptember-24
Construction
$9-760
$760
$10.500
October-24
Construction
$9,760
$750
$10,500
November-24
Construction
$0.760
S760
$10.600
December-24
Construction
$9.750
$750
$10,500
Year 3
January-25
Construction
$9,760
$750
$10.500
3109,500
February-25
Construction
$9.760
$750
$10,500
March-25
Construction
S0,750
$750
$10.500
April-25
Construction
$9.750
$750
$10,500
Mai.-25
Construction
$0,760
$750
$10.600
June-25
Construction
$9,750
$750
$10,500
July-25
Construction
$9.750
$750
$10.500
August-25
Construction
$0
$10.500
$10.600
September-25
Construction
$0
$10-500
$10.500
October-25
Closeout
$T.500
$7-500
$16.000
November-25
$0
$0
SO
December-25
$0
$0
$0
Project Total
$235,214
$113,25,0
$348,464
* January - April 2023 was hourly billing
** $5,000 additional due at time of Construction NTP, shown in July 2024 above
*** $15, 0 doe at Close-out and final accetpance, shown above in October 2025
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The Projects Group
We believe, based on the complexity of the project and the many stakeholders, that this is not a project
on which to select a team based on fee alone. We want to work with Crescent on this work and look
forward to discussing any questions regarding our fee or services to ensure the engagement is fully
transparent and equitable to all parties.
PROJECT STAFFING
We envision staffing the project with staff familiar with this type of work, primarily Brandon Elms
(President), John Stevenson (Executive Vice President), Alfred Walker (Project Executive), and Taylor
Hansen (Senior Project Manager). Taylor will be the primary staff on the project, with leadership and
direction provided by senior staff. We expect Taylor's dedication to the project to be approximately 15-
20% per week. Alfred Walker will be the Project Executive, providing strategic guidance. We expect
Alfred's dedication to the project to be approximately 2-5% per week.
Brandon Elms and John Stevenson will serve as resources to contribute to discrete scopes of coordination
and approval. The intent is to optimize costs to the Client based on project needs. As of now, we do not
anticipate a full-time, on -site presence is necessary or expected.
ADDITIONAL SERVICES
Should additional services be requested by the Client, they will be provided at the hourly rates listed
below. However, we will seek your written authorization prior to billing additional services for this
project.
HOURLY RATE SCHEDULE — 2023
President
$325 Sr. Project Manager $185
Exec. Vice President
$300 Project Manager $165
Project Executive
$285 Asst. Project Manager $125
Project Director
$215
These rates are subject to change on an annual basis. You will be notified in advance prior
to any rate changes.
REIMBURSABLE EXPENSES
Reimbursable expenses are in addition to our fees for this proposal. Examples include but are not limited
to travel costs, meeting expenses, printing & reproduction, and communication expenses. Client shall
reimburse project manager for expenses of additional insurance coverage or limits requested by the Client
in excess of that the firm currently holds. Reimbursables will be billed at actual cost on month -to -month
basis.
CLOSING
If this proposal meets with your approval, please sign where indicated below and return a copy to me for
our files. This letter proposal can be incorporated into our contract that is being negotiated.
Thank you for this opportunity to provide Owner's Representative and Owner's Project Manager services
for this project. We look forward to partnering with you.
Please recognize that The Projects Group is not an Architect, General Contractor, or Engineer of Record,
and is acting in an advisory capacity to the Client. All recommendations and courses of action shall be
subject to approval by the Client.
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Exhibit A
CAMP BOWIE IMPROVEMENTS
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June 15, 2022 City of Fort Worth Red Lines September 7, 2022
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CAMP BOWIE IMPROVEMENTS
• Reinforce gateway experience at Montgomery and University with enhanced
planting concepts
• Slow Down traffic so pedestrian experience is safe and inviting while
creating a sense of place
Anticipated Scope
• Enhance planting concepts
• Remove redundant Walkways
• Create parkways where necessary 001
• Establish a unified sense of place— coordinated lighting and landscaping
• L roduce unified lighting and coordinate with artwork and seasonal
opportunities
• 3nhmduce artwork at intersection and strategic locations to link rnt seums and
crate a sense of activity and discovery
• Bring activation and interest to the Cultural District
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CAMP BOWIE IMPROVEMENTS
Tjwd-4)j jy (If Developer Led)
• 10 months of design and permitting / city api i.i cii
• 20 months of construction (multiple phases)
• Excludes lengthy public funding and procurement
Cost Estimate
• $11.6M
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Timing (City Led)
• 24 months of design and permitting / city
approval
• 18 months of construction
Cost Estimate = $11.3M
3
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CAMP BOWIE IMPROVEMENTS
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CAMP BOWIE IMPROVEMENTS
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CAMP BOWIE IMPROVEMENTS
A. DIRELT COST SOMMARY - By Crescent
A. 131 RE CT COST SUMMARY - By City of Fort Worth
TOTAL COST
TOTAL COST
01 - Mec ian Demo
225,554
01 - Demo, Site Prep, Removals
145,600
02 - Parkway Strip Demo
152,573
02 - Save, Reuse brick pavers under asphalt
273,000
03 - Pavement
3,144,015
03 - Pavement(30% Spot Repair Cn ly`
1,222,099
04 - Street Lighttng
956,025
04 - Street Lighting
728,000
05 - Irrigation
244,272
05 - Irrigation, Planting, Art, Custom Bus Stop
910,GW
O6 - Planting
1,051,400
06 - New Sidewalk w/ ADA Ramps
588,000
07 - Art
462,000
07 - See 05
08 - Wayfinding / S-gnage
92,175
08 - wayfmclitTg / Signage
72,8W
09 - Custom Bus Stops
105,000
09 - See 05
10 - Traffic Control
47,775
10 - Traffic Control
91,QW
11 - General Requirements
464,100
11: - General R2pGirements
379,501
DIRECT COST SUBTOTAL
6,950,089
DIRECT COST SUBTOTAL
-4,410,OW
B. indirect Cost Summary
B. Indirect Cost Summary
TOTALCOST
TOTALCCST
Escalaton Allowance
278,036
Escalation Allowance
1,00c,000
P&P Bond, Mai nt Bond
105,000
P&P Bond, Maint Bond
0
Contingency
595,090
Contingency
1,100,wo
GCs, Fees, & Insurance
1,424,fl11
GCs, Fees, & Insurance
0
2,502,136
2,100,000
C. Total Project Cast
9,453,025
C. Total Project Cost
$6,510,0D0
8
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CAMP BOWIE IMPROVEMENTS
Alternates V� bj F* flyer nsion c�,2 ��r��,� �� �,� -m
• Timing (Developer Led)
• 10 months of design and permitting / city approval
• 13 months of construction (multiple phases)
• Excludes lengthy public funding and procurement
• Cost Estimate
• $7.0M
• Timing (If City Led)
• 24 months of design and permitting / city approval
• 9 months of construction
• Cost Estimate
• $8M ($6.5M plus soft costs)
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Exhibit B
TERM SHEET
CAMP BOWIE BOULEVARD ROADWAY IMPROVEMENTS (MONTGOMERY
STREET TO UNIVERSITY DRIVE)
April 7, 2023
I. Description of Project/Benefits to City and Developer
Purpose: To reach a mutual understanding on the intent of the City of Fort Worth ("C") and an
affiliate of Crescent Property Services LLC, a Texas limited liability company ("Crescent"), to
enter into an agreement for the construction of the following roadway improvements (the
"Roadwav Improvements"):
(A) Brick within Camp Bowie Boulevard will remain "as is." Some patching will be performed
as part of the improvements with historic brick from the City stockpile. Asphalt areas will
remain in place. Additional improvements will include panel repair of existing concrete turn
lanes and median crossings, new 6' to 10'-foot sidewalks, new ADA ramps, street and
pedestrian lighting, enhanced landscaping, enhanced paving sections, restripe pedestrian
crossings, other street markings, and signage as necessary.
The City and Crescent intend to enter into a Community Facilities Agreement ("CFA") with City
cost participation for the hard and soft costs relating to the design, project management,
construction, demolition, and reconstruction of the Roadway Improvements necessary for the
Project for a total cost not to exceed $9,990,000.00, made up of $2,690,000.00 of county funds and
$7,300,000.00 of City funds.
II. Developer's Construction/Dedication Requirement or Commitment
Crescent shall be responsible for the following actions with respect to the Roadway Improvements:
(a) To the extent not already dedicated, dedicate or cause the dedication of all necessary right-
of-way and easements for the construction and use of the Roadway Improvements, both
temporary and permanent. Coordination with any other property owners as is necessary to
obtain such additional right of way or easements required for the construction and use of the
Roadway Improvements will be the responsibility of Crescent, provided that the City
understands and agrees that Crescent has no control over other property owners and cannot
guarantee their participation. The City will assist with all stakeholder meetings. Crescent
shall obtain City's approval of all easement costs and form of easement documents prior to
easements being executed. Easements shall be on City standard templates.
(b) Hire a firm to provide professional project management services. Provide a customary scope
of project management services for management of the design, the public bidding process
(by published City standards and state law requirements), and the construction of the
Roadway Improvements. All costs of the professional project management services provided
by the firm retained by Crescent will be reimbursed by the City to the extent of and as part
of, the City's $9,990,000.00 responsibility. City will not reimburse Crescent for any project
management performed by Crescent.
(c) Fund all design costs for the Roadway Improvements to be reimbursed by the City to the
extent of, and as part of, the City's $9,990,000.00 responsibility.
(d) All design, project management, and construction costs over and above the $9,990,000.00
spending cap will be the responsibility of Crescent, except to the extend such costs are caused
by the negligence or willful misconduct of the City, material delays caused by the City or a
breach of the CFA by the City.
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III. City Participation (Infrastructure/Percentage/Cost)
The City shall be responsible for the following actions:
(a) Fund all design, project management, and construction costs for the Roadway Improvements
(the Parties anticipate that the City and Tarrant County will enter into an interlocal agreement
for the funding Roadway Improvements) up to the City's maximum contribution of
$9,900,000.00.
IV. Soft Costs/Additional Matters (Responsibility/Cost Split)
(a) Project Management
The professihnal project management firm retained by Crescent will undertake the customary
scope of ma agement services and oversight over the project. Crescent will be reimbursed
by the City for the project management costs of the professional project management firm
retained by Crescent for the Roadway Improvements.
(b) Design
Crescent will select the design consultant based on demonstrated competence and
qualifications to perform the services for a fair and reasonable price and not based on
competitive bids.
(c) Land Entitlements
Crescent will record, or caused to be recorded, the necessary easements and/or right-of-way
prior to execution of the applicable CFA, as more specifically provided in the CFA. The City
will assist Crescent in obtaining additional easements necessary to support the Roadway
Improvements.
(d) Franchise Utility Relocations
Crescent will coordinate with franchise utility companies to relocate all existing utilities that
would be materially and adversely impacted by the Roadway Improvements but only to the
extent such relocation is reasonably required because of the construction of the Roadway
Improvements. The City will provide written assistance to obtain approvals if requested.
Crescent will use commercially reasonable efforts to obtain necessary letters of no objection
from impacted franchise utility companies in lieu of such a relocation where the City has the
legal right to place public infrastructure over and across the franchise utilities' infrastructure,
as applicable; provided, however, if such letters are not provided, the City can elect to waive
the requirement to provide such letters to avoid delays in construction start.
(e) Public Notifications
Crescent will publish and issue all necessary public notifications for the construction of the
Roadway Improvements, except for any required notices of public hearings. The City will
review and approve all notifications as part of standard protocols.
(h) City Review Fees
CFW fees will be included in the $9,990,000.00 reimbursement amount, unless such fees are
waived by City Council. This includes customary construction inspection service fee and
administrative material testing service fees.
Note: City and Crescent will each be responsible for their own attorney fees.
V. Spending Caps
(a) Maximum Amount of City Participation: $9,990,000.00.
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VI. Source of Public Funds/Special Requirements or Restrictions on Funds
(a) The City and county will enter into an interlocal agreement to fund the proposed
improvements.
VH. Necessary Agreements (Include process, order of execution, and City Council approvals)
(a) Interlocal Agreement between the City and Tarrant County.
(b) M&C for Council approval to appropriate City funds into the Roadway Improvements and
approval of the CFA and ILA (prepared by the City).
(c) Infrastructure Plans (IPRC) prepared by Crescent and approved by the City.
(d) Public Biddi g of Construction Contract (which may be a CMAR Agreement pursuant to
Texas Government Code Section 2269.251).
(e) Community Facilities Agreement (prepared by the City, executed by Crescent and the City).
VUL Public Bidding and Financial Guarantee Options
® City Particivation $50.000 or more
X Public Bid No Historically Underutilized Business (HUB) requirement.
Any.financial guarantee except a complete agreement. The
developer's financial guarantee is not required to cover City's
funds.
Private Bid No HUB requirement. Crescent must execute a development
(212 LGC) bond for the entire CFA contract covering both developer's cost
and City's participation.
IX. Payment Terms for City Participation
❑ Project Green -Sheet
0 30 Days for all costs reimbursable pursuant to this Terms Sheet. Notwithstanding the foregoing, all costs
incurred by Crescent prior to execution of a CFA by Crescent and the City will be reimbursed as follows: (1)
immediately following execution of the CFA, Crescent will submit a reimbursement request to the City
outlining the costs incurred; and (2) the City will reimburse such costs within 30 days of receipt of the
reimbursement request.
❑ 60 Days
❑ Specific Increment: $
❑ Specific Milestone:
Retainage on the construction contract with the general contractor for City Participation 5%
Note: City retainage on payments to the Developer for costs payable to the project general contractor shall
not exceed 5%. Retainage will be released within thirty-five days offinal completion (as defined in the
construction contract for the Roadway Improvements) of the Roadway Improvements.
X. Project Deadlines/Milestones (Including City Council approval)
The Project shall be completed within twenty-four (24) months from the date of CFA execution,
City approval and appropriation of funding for the Project, subject to (i) delays caused by the
City, (ii) force majeure events outlined in the CFA and/or (iii) delays in periodic payments from
the City.
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■■■*
MOOEN
NONE
NON
The Projects Group
XI. Disadvantaged Business Enterprise Requirements
The Minority/Women Business Enterprise goal shall be 15% percent participation for the
hard/construction costs on the Project.
XII. Contractor Qualifications and Selection
(a) Contractors must meet City's requirements for pre -qualification, insurance, licenses, and
bonding.
(b) Low bid or best value is allowed (CMAR procurement is best value). City staff must
participate in the best value selection committee, provided that such individuals must be
available to meet within 10 days after bids are received. The Best Value Committee will be
the IPRC Ma ager, the Assistant Director of Development Services, IPRC Project Manager,
and two (2) Crescent designated representatives. Evaluation criteria will be developed by
Crescent and City Staff.
(c) All public bids must be opened at City Hall.
(d) If a CMAR is procured, the CMAR must publicly bid the contractors to the extent required
under Chapter 2269 of the Government Code. Bids are not required to be opened at City Hall
for those contractors. Chapter 2269 of the Government Code must be followed.
XIII. Insurance Requirements
(a) Contractors must meet City's requirements in the General and Standard Conditions of the
construction contract.
This Proposed Term Sheet does not represent a binding obligation between the City and Crescent.
This Proposed Term Sheet documents the negotiations between the City and Crescent to determine whether
a binding contract can be entered into in the future.
Name:
Title: Assistant City Manager
Date:
Signature: t^'X_4�7j_-.,
William Johnson (Ap 28, 2023 (" :CDT)
Email: William.Johnson@fortworthtexas.gov
Crescent Property Services LLC:
e: Kevin Crum
Title: Senior Vice President, Development
Date: 4/,;� � / ra 3
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4/25/24, 8:53 AM M&C Review
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FOR114 T
Create New From This M&C
REFERENCE **M&C 24- 06CAMP BOWIE
DATE: 2/13/2024 NO.: 0135 LOG NAME: BOULEVARD
IMPROVEMENTS
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 7)Authorize Execution of Design Procurement and Project Management Agreement
with Crescent Property Services, LLC with City Participation in the Amount Not to Exceed
$1,450,000.00, for Engineering Design and Project Management for the Camp Bowie
Improvements Project, Authorize Waiver of IPRC Design Review Fees, and Adopt
Appropriation Ordinance to Effect a Portion of Water's Contribution to Fiscal Years 2024-
2028 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Design Procurement and Project Management Agreement with
Crescent Property Services, LLC, with City participation in the amount not to exceed
$1,450,000.00, for the engineering design and project management for the Camp Bowie
Improvements project (City Project No. 104639);
2. Authorize a waiver of IPRC Design Review Fees; and
3. Adopt the attached appropriation ordinance adjusting appropriations in the Water/Sewer
Bond 2016 Fund by increasing estimated receipts and appropriations in the Camp Bowie
Improvements project (CityProject No. 104639) in the amount of $121,000.00 and
decreasing estimated receipts and appropriations in the Unspecified All -Funds prject (City
Project No. UNSPEC) by the same amount; and
4. Amend the Fiscal Years 2024-2028 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is for the City to execute a Design
Procurement and Project Management Agreement with Crescent Property Services, LLC (Developer)
for the Camp Bowie Improvements project (Project) in the amount not to exceed $1,450,000.00.
Camp Bowie Boulevard, between Montgomery Street and University Drive is a four -lane divided
arterial in a historic area with some areas including historic brick pavement. The project includes the
following improvements in this section of Camp Bowie Boulevard: a limited amount of brick pavement
repair utilizing historic brick from the City stockpile, panel repair of existing concrete turn lanes and
median crossings, new 10-foot sidewalks, new Americans with Disabilities Act (ADA) ramps, street and
pedestrian lighting, enhanced landscaping, restriping of pedestrian crossings and other street
markings as necessary. Asphalt paving within these roadway limits will not be improved as part of this
project. 12" water and 6" sewer line replacement.
Crescent Property Services, LLC has selected Westwood Professional Services, Inc. as the
engineering consultant to perform the design of the project. Staff concurs that the fees charged by
Westwood Professional Services, Inc. are fair and reasonable for the work to be performed.
Crescent Property Services, LLC has selected TPG The Project Group, Inc. to provide project
management services for the Project. Staff concurs that the fees charged by TPG The Project Group,
Inc. are fair and reasonable for the work to be performed.
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M&C Review
By approval of this M&C, the City Council finds that the waiver of IPRC Design Review Fees serves a
public purpose because the Project consists of the design and construction of public
infrastructure improvements that will be owned by the City and are being paid for with public funds.
Sufficient contractual controls are in place to ensure that public purpose is met.
The City and Crescent Property Services, LLC intend to enter into a Community Facilities Agreement
(CFA) with City participation in construction and inspection costs for the improvements.
On 1/10/23 (M&C 23-0024), the City Council authorized execution of an interlocal agreement with
Tarrant County in an amount not to exceed $2,690,000.00 to provide reimbursement funding from
Tarrant County for the Project.
Upon completion of the design, the construction of the project will be publicly bid. Staff will present an
additional M&C to the City Council seeking approval for the City to enter into a Community Facility
Agreement with City participation for the construction of the project.
Funding for this project was not included in the Fiscal Years (FY) 2023-2027 Capital Improvement
Program. M&C 23-0024 amended the FY2023-2027 Capital Improvement Program as approved in
connection with Ordinance 25773-09-2022.
Funding is available in the Transportation and Public Works Department's Street Improvements 2008
and 2007 CritCapProj-0O2013A Funds and in the Water Department's Unspecified -All Funds project
within the Water/Sewer Bond 2016 Fund for the purpose of funding the Camp Bowie Improvements
project, as appropriated.
It is the practice of the Water Department to appropriate its Capital Improvement Program plan
throughout the Fiscal Year, instead of within the annual budget ordinance, as projects commence,
additional funding needs are identified, and to comply with bond covenants. The actions in the M&C
will appropriate funds in support of the Water's portion of the City of Fort Worth's Fiscal Years 2024-
2028 Capital improvement Program, as follows:
Budget Revised
Capital Fund
Project Name
FY 2024 CIP Authority
Change FY2024
Name
Appropriations
Increase Budget
Decrease
56005-
104639-
Water/Sewer
Camp Bowie
This
$0.00 M&C
$121,000.00 $121,00.00
Bond2016
Improvements
Fund Name Design Service
Amount
39407- Street
Improvements
2008 M&C 23- $463,162.00
0024
34012- -2007
CritCapProj-
0O2013A M&C
23-0024
56005-
Water/Sewer
Bond 2016
Total Amount
$121,000.00
$1,450,000.00
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Funding for the Design Procurement Agreement -Camp Bowie Improvements (DPA) as depicted in the
table below.
Fund
56005-
Water/Sewer
Bond2016
30106
Intergovernmental
Contribution
M&C 23-0024
34012-2007
CritCapProj-
0O2013A
M&C 23-0024
39407 - Street
Improvements
2008
M&C 23-0024
(Existing Additional IProject Total
Appropriations Appropriations
$0.00 $121,00.001 $121,00.00
1
I
i
$2,690,00.00 $0.00 ,$2,690.000.00
I
$6,836,838.00
$463,162.00
$0.00 $6,836,838.00
$0.00 $463,162.00
Project Total 139,990,000.00 j $121,000.00 $10,111,000.00
*Numbers rounded for presentation purposes.
This project is located in COUNCIL DISTRICT 7
FISCAL INFORMATION/CERTIFICATION.:
The Director of Finance certifies that funds are available in the current capital budgets, as previously
appropriated, in the Street Improvements 2008 and 2007 CritCapProj-0O2013A Funds for Camp
Bowie Improvements project; and funds are available in the Unspecified -All Funds project within the
Water/Sewer Bond 2016 Fund and upon the approval of the attached appropriation ordinance, funds
will be available in the Water/Sewer Bond 2016 Fund for Camp Bowie Improvements project to
support the above recommendation and execution of the contract. Prior to any expenditure being
incurred, the Transportation & Public Works and Water Departments have the responsibility to validate
the availability of funds.
TO
Fund I Department I Account Project I Program Activity I Budget I Reference # I Amount
ID ID Year (Chartfield 2) j
FROM
l Fund I Department I Account I Project I Program I Activity Budget I Reference # I Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manaaer's Office bw Dana Burghdoff (8018)
Originating Department Head: D.J. Harrell (8032)
Additional Information Contact: Ty Thompson (2120)
Evelyn Roberts (7838)
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M&C Review
ATTACHMENTS
06CAMP BOWIE BOULEVARD IMPROVEMENTS funds availabilitv.pdf (CFW Internal)
Camp Bowie Improvements Bid Amounts.xlsx, (CFW Internal)
Form 1295 Camo Bowie Boulevard Improvement.pdf (CFW Internal)
M&C Mar)-104639.r)df (CFW Internal)
M&CCampBowielmprovementsFID Table (1)_(1).xlsx (CFW Internal)
ORD.APP 06CAMP BOWIE BOULEVARD IMPROVEMENTS AO(r3) 56005.docx (Public)
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