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HomeMy WebLinkAboutContract 61394CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality ("CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Program Prioritization Assignments — Project No. 105234. Article Scope of Services The Scope of Services is set forth in Attachment A. Negotiated changes to this Agreement, if any, are included in Attachment C. Article II Compensation The ENGINEER's compensation shall be in the amount up to $300,000, with one renewal option, as set forth in Attachment B. Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Engineer shall provide monthly invoices to City. The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Engineer of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein pursuant to the schedule, whichever occurs first. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. This agreement may be renewed up to one (1) time, subject to City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 1 of 15 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX available funds. Article IV Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Designation of Engineer's Personnel (1) The ENGINEER and CITY shall agree upon the designation of the ENGINEER's "Project Manager" prior to starting work on contract. (2) ENGINEER shall inform CITY in writing of a proposed change to their designated project manager prior to making the change or immediately upon receiving notification that the designated project manager is separating employment with the ENGINEER. (3) ENGINEER shall provide resumes to the CITY of the proposed replacement project manager(s), who shall have similar qualifications and experience as the outgoing person, for review and approval. D. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 2 of 15 (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. E. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. F. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on -site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the contract documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the contract documents, nor shall anything in the contract documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on -site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 3 of 15 on the PROJECT. If the ENGINEER makes on -site observation(s) of a deviation from the contract documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the contract documents. G. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. H. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are no other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 4 of 15 I. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. J. Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with the City's Business Equity Ordinance No. 25165-10-2021 (as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Engineer acknowledges the MBE and WBE goals established for this Agreement and its execution of this Agreement is Engineer's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. K. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 5 of 15 to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to reproduce such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of hard copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. L. INSURANCE Engineer shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. M. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. N. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. O. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. P. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 6 of 15 executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. Q. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City A. City -Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights -of -way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 7 of 15 decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at the construction site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third -Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 8 of 15 (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third -party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third -party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. J. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 9 of 15 C. Force Majeure CITY and ENGINEER shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Reasonable cost of reproduction or electronic storage of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) The reasonable time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all projected termination expenses. The CITY'S approval shall be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 10 of 15 commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification The ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier. CITY is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment ENGINEER shall not assign all or any part of this AGREEMENT without the prior written consent of CITY. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 11 of 15 claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K. Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of CITY or ENGINEER to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of CITY's or ENGINEER's respective right to insist upon appropriate performance or to assert any such right on any future occasion. L. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. M. Prohibition On Contracts With Companies Boycotting Israel ENGINEER unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if ENGINEER has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 12 of 15 shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, ENGINEER certifies that ENGINEER'S signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. N. Prohibition on Boycotting Energy Companies ENGINEER 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, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. O. Prohibition on Discrimination Against Firearm and Ammunition Industries ENGINEER 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 which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (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 City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 13 of 15 firearm trade association during the term of this Agreement. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Attachment F — Insurance Requirements Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH Jesica McEachern Assistant City Manager Date: May 10, 2024 ATTEST: Jannette Goodall City Secretary -pU4aIlT�l � as FORT. �l olo o Pvo to 000 o0 0 *� ��li QEXA`ao°p BY: ENGINEER Freese and Nichols, Inc. ,SC& t6fletl Scott Hubley (May 1, 2024 IY'.38 CDT) Scott Hubley, P.E. Vice -President and Principal Date: May 1, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Program Prioritization Assignments Standard Agreement for Engineering Related Design Services City Project. No. 105234 Revised Date: 12-08-2023 Page 14 of 15 APPROVED AS TO FORM AND LEGALITY 19� By: Douglas Black (May 3, 2024 09:02 CDT) M&C No.: 24-0246 Douglas W Black Sr. Assistant City Attorney City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Revised Date: 12-08-2023 Page 15 of 15 M&C Date: 03/26/2024 1295 Form No. 2024-1121685 Program Prioritization Assignments City Project. No. 105234 ATTACHMENT "A" Scope of Services for Program Prioritization Assignments CPN 105234 PROJECT UNDERSTANDING The mission of SWM is "to project people and property from harmful stormwater runoff." SWM accomplishes this by maintaining the stormwater infrastructure, building capital projects to mitigate hazards, warning the community of hazards, and reviewing development for compliance with City standards. The stormwater mission and work efforts are aligned with the City's overall strategic goals. This program prioritization contract will provide professional engineering services for program prioritization assignments to ensure that the Transportation and Public Works Department, Stormwater Management Division's resources are invested in the opportunities that are in the best interest of the Stormwater Program and community. Freese and Nichols, Inc. will strategically vet capital project and partnership opportunities for consistency with the strategic direction identified in the May 2018, Stormwater Management Program Master Plan (SWMPMP). Ideas for future project opportunities are brought to SWM from many sources such as from within the department (partnership with street projects), other city departments (partnership with park projects), partner organizations and jurisdictions (collaboration opportunities), landowners (land purchase requests and/or concerns regarding flooding or erosion), and developers (public private partnership opportunities). SWM needs assistance to strategically vet these ideas to determine if they are feasible (can they be implemented), affordable, effective, acceptable to the community, and beneficial for SWM's participation. The professional services will be focused on program prioritization to help ensure that the projects/initiatives that move forward for implementation have a sound technical and economic basis, are aligned with community goals, and are prioritized to optimize the use of program resources. The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, "ENGINEER" is expanded to include consultant and any sub -consultant, including surveyor, employed or contracted by the ENGINEER. OBJECTIVES 1. This contract provides for professional services through a number of Task Order assignments so that the City can respond to potential project opportunities on an as - needed basis. Some of these tasks may be urgent in nature and a rapid response capability is required. 2. Task Orders are to generally: • Identify project objectives and constraints • Collect existing relevant information such as GIS data, record drawings, existing studies and models • Perform hydrologic and hydraulic calculations to determine flood and/or erosion risks • Identify and evaluate improvement alternatives and potential costs • Collaborate with the City and other stakeholders as appropriate for input • Evaluate the relative priority of project opportunities • Document the analysis and recommendations 3. Task orders will be initiated by the City and may include all or a portion of the services listed below based on the location and the specific project opportunity. Prior to the execution of any task orders, the specific scope of services and associated fees will be provided to the City. 4. These services may include, but are not limited to, the following: • Project management, meetings and coordination • Data research and collection • Site visits • Field Survey • GIS web mapping and analysis • Drainage basin delineation • Planning evaluations and calculations • Development of hydrologic and hydraulic models • Modification of existing hydrologic and hydraulic models • Documentation of flooding "hot spots" • Comparison of results to other studies • System capacity and level of service definition • Floodplain and inundation delineation • Proposed mitigation alternatives • Feasibility assessment of proposed alternatives and risk assessment • Evaluation of social and environmental factors • Benefits of proposed alternatives • Cost estimates for proposed alternatives • Prioritization assessment of proposed alternatives • Benefit -Cost Analysis • Estimation of Return on Investment, economic benefits, and development interests • Funding assessments, including grants and grant applications • Preparation of information required to submit projects to the regional flood planning process • Support, updates, and continued improvement to the Enhanced Prioritization Database • Project development including conceptual design and definition of scope, schedule, cost estimate, risk register, and project charter for conceptual projects • Environmental assessments to potentially include historical review and coordination • Quality Assurance and Quality Control • Draft and Final reports • Electronic versions of all information (draft and final data, GIS, models or calculations) developed as part of the analysis WORK TO BE PERFORMED Because of the great variation in the assessment needs at each location, the Scope of Work, Deliverables, Compensation, and Schedule are to be negotiated for each individual Task Order independently. Task Orders will be documented on a Task Authorization Form. Authorization to proceed is given by signature of the City's Project Manager. Compensation is based on time and materials using the rate sheet provided as Attachment "B" to this contract. PROGRAM PRIORITIZATION ASSIGNMENTS City Project No. 105234 Compensation A. The ENGINEER shall be compensated for personnel time, non -labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Cateqory Rate for the ENGINEER's team member performing the work. Labor Cateqory Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. These rates will be adjusted annually in February. The revised rate schedule will be negotiated and adopted by a task order. The revised schedule will be used for all subsequently incurred labor hours. Labor Category Rate ($/hour) Professional 1 138 Professional 2 168 Professional 3 191 Professional 4 217 Professional 5 254 Professional 6 294 Construction Manager 1 119 Construction Manager 2 149 Construction Manager 3 161 Construction Manager 4 201 Construction Manager 5 243 Construction Manager 6 279 Construction Representative 1 107 Construction Representative 2 119 Construction Representative 3 149 Construction Representative 4 161 CAD Technician/Designer 1 117 CAD Technician/Designer 2 153 CAD Technician/Designer 3 187 Corporate Project Support 1 113 Corporate Project Support 2 136 Corporate Project Support 3 180 Intern / Coop 70 City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 1 of 3 M. ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II — Method of Payment. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 2 of 3 III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. IV. Summary of Total Project Fees Firm Primary Responsibility Prime Consultant Freese and Nichols, Inc. Engineering and PM Proposed MWBE Sub -Consultants Gorrondona & Survey Associates, Inc. Galvan Strategy Group Professional Services for Financial Analysis Non-MWBE Consultants N/A Project Number & Name 105234 Program Prioritization Assignments City MWBE Goal = 3.0% City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 3 of 3 TOTAL Fee Amount % $291,000 97.0 $3,000 1.0 $6,000 2.0 $300,000 100% Total Fee MWBE Fee MWBE % $300,000 $9,000 3.0% With one renewal option Consultant Committed Goal = 3.0 % M ATTACHMENT "C" PROGRAM PRIORITIZATION ASSIGNMENTS CPN 105234 AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES None. ATTACHMENT °C" Page 1 of 1 ATTACHMENT "D" PROGRAM PRIORITIZATION ASSIGNMENTS CPN 105234 PROJECT SCHEDULE Project Schedules will be developed on an individual task order basis. ATTACHMENT °D° Page 1 of 1 ATTACHMENT "E" PROGRAM PRIORITIZATION ASSIGNMENTS CPN 105234 LOCATION MAP This project is City -Wide. Individual project locations will be identified on a task order basis. ATTACHMENT "E" Page 1 of 1 City of Fort worm FORT WORTH Business Equity Utilization Form Disadvantaged Business Enterprise Utilization Form (Applicable if Federally -Funded) PRIME/OFFEROR/OWNER COMPANY NAME: Freese and Nichols, Inc. PROJECT NAME: Program Prioritization Assignments PROJECT NUMBER: BID DATE: City's Business Equity Goal: 105234 �✓ (Check if addressing DBE Goal) Check all applicable boxes to describe ❑ Not Certified MBE Prime/Offeror/Owner's Classification: Certifying Agency: ❑NCTRCA ❑D/FW MSDC ❑TX DOT Ethnicity: ❑African American ❑Hispanic Caucasian ❑ WBE 11 DBE WBCS Other: ATTACHMENT1A Page 1 of 4 Offeror's Business Equity (or DBE) a 3 /o Commitment: ❑ HUB ❑VOSB Section 3 3 % 11 Asian ❑ Native American Gender: ❑Male Dernale11 Non -Binary Definitions: Business Equity Firm: Certified MBE Minority Business Enterprise or WBE Women Business Enterprise DBE: Disadvantaged Business Enterprise HUB: Historically Under Utilized Business VOSB: Veteran Owned Small Business Section 3: Certified Housing Urban Development Vendors ALL BUSINESS EQUITY FIRMS MUST BE CERTIFIED BEFORE CONTRACT AWARD Failure to complete this form, in its entirety, and received by the Purchasing Division no later than 2:00 p.m. on the third City business day after bid opening, exclusive of bid opening date, will result in the bid being considered non -responsive to bid specifications. Exception: CFA, ICA, and CDBG proiects, documents will be submitted to the Citv Proiect Manaqer if publicly bid or to the Developer if privatelv bid. The undersigned Prime/Offeror agrees to enter into a formal agreement with the Business Equity firm(s) listed in this utilization schedule, conditioned upon execution of a contract with the City of Fort Worth (Exception: Developer proiects). The intentional and/or knowing misrepresentation of facts is grounds for consideration of disqualification and will result in the bid being considered non -responsive to bid specifications. Business Equity firms listed toward meeting the project goal must be located in the City's marketplace at the time of bid or the business has a Significant Business Presence in the Marketplace. The marketplace is the Citv of Fort Worth including portions of Denton, Parker, Wise, and all of Tarrant, Dallas, and Johnson counties. Certified means those Business Equity Firms, located within the Marketplace, that have been determined to be a bona -fide minority or women business enterprise by the North Central Texas Regional Certification Agency (NCTRCA), Dallas/Fort Worth Minority Supplier Development Council (D/FW MSDC) and Women's Business Council -Southwest (WBCS). If hauling services are utilized, the Prime/Offeror will be given credit as long as the Business Equity firm listed owns and operates at least one fully licensed and operational truck to be used on the contract. The Business Equity firms may lease trucks from another Business Equity firm, including Business Equity owner -operated, and receive full Business Equity credit. The Business Equity firm may lease trucks from non -Business Equity firms, including owner -operated, but will only receive credit for the fees and commissions earned by the Business Equity as outlined in the lease agreement. Federally -funded Projects (ONLY), Counting DBE Participation: If materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies towards the goal. If the materials or supplies are purchased from a DBE reqular dealer, count 60 percent of the cost of the materials and supplies toward the DBE goal. When materials or supplies are purchased from a DBE neither a manufacturer nor a regular dealer, count the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies or fees or transportation charges for the delivery of the materials or supplies delivered to the job site. In all cases, the Prime/Offeror is responsible to identify the amounts to be used toward the committed DBE goal. Note: For DBE Goals, 60% of the services count towards the goal. Effective 01 /01 /2021 Updated 03/24/2022 FORT WORTH ATTACHMENT 1A Business Equity Utilization Form Page 2 of Please note that only certified Business Equity firms will be counted to meet the Business Equity goal. Prime/Offerors are required to identify ALL subcontractors/suppliers, regardless of status; i.e., Business Equity firms and non -Business Equity firms. Prime/Offerors must identify by tier level all subcontractors/suppliers. Tier: means the level of subcontracting below the Prime/Offeror i.e. a direct payment from the Prime/Offeror to a subcontractor is considered 1st tier, a payment by a subcontractor to its supplier is considered 2nd tier. Business Equity firms are to be listed before non -Business Equity firms. The Prime/Offeror is responsible to provide proof of payment of all tiered sub-contractors/suppliers identified as a Business Equity firm and counting those dollars towards meeting the contract committed goal. Certified Business Equity Prime/Offeror Contractors counting their self -performance towards meeting the contract goal, must be certified within those NAICS commodity codes with a certifying agency acceptable by the City of Fort Worth. Certified Business Equity Prime/Offeror counting self -performing services towards the goal, the service(s) to be performed should be listed first on the Utilization form. Check this boxF-lifcertified Prime Contractor services will be counting towards the Business Equity contracting goal. Please list services first below. Please list certified Business Equity firm names as listed on their certification, includinq DBA names. NAMES AND ADDRESSES OF CONTRACTORS/SUPPLIERS Business Name: Gorrondona & Associates, Inc. Address: 2800 NE Loop 820 Suite 660 Phone: Fort Worth, TX 76137 Email: 817-496-1424 twilson@ga-inc.net Contact Person: W. Truett Wilson Business Name: Galvan Strategy Group Address: 405 Forest River Circle Fort Worth, TX 76112 Phone: 817-903-9825 Email: agalvan@galvanstrategygroup Com Contact Person: Adrian Galvan Business Name: Address: Phone: Email: Contact Person: TYPE OF SERVICES/SUPPLIES Specify Tier Certification Agency PROVIDED (NAICS Required) Name 1st Tier Type of Service/Supplies: Certified By: Professional Land Survey E:]D/FW MSDC RINCTRCA NAICS Code: 541370 RITXDOT [:]WBCS Other: $ AMOUNT: 3,000 EJ Type of Service/Supplies: Certified By: Professional services E1DFW MSDC related to financial analysis RINCTRCA NAICS Code: ]TXDOT �WBCS 541618;541611;541613;541614;541820 $ AMOUNT: 6000 ]Other: Type of Service/Supplies: Certified By: 11DFW MSDC 7NCTRCA NAICS Code: IITXDOT E]WBCS Other: $ AMOUNT: Gender and Ethnicity: ❑� Male ❑ Female ❑ Non -Binary African American ZHispanic Asian Caucasian Native American ❑ Male �✓ Female ❑ Non -Binary ❑African American ❑� Hispanic ❑ Asian ❑ Caucasian ❑ Native American ❑ Male ❑ Female ❑ Non -Binary ❑ African American ❑ Asian ❑ Caucasian ❑ Hispanic ❑ Native American Effective 01/01/2021 Updated 03/24/2022 FORT WORTH Business Equity Utilization Form Please include multiple copies of this page if needed to list all contractors and suppliers. NAMES AND ADDRESSES OF CONTRACTORS/SUPPLIERS Business Name: Address: Phone: Email: Contact Person: Business Name: Address: Phone: Email: Contact Person: Business Name: Address: Phone: Email: Contact Person: Business Name: Address: Phone: Email: Contact Person: TYPE OF SERVICES/SUPPLIES Specify Tier PROVIDED (NAICS Required) Name 1st Tier Type of Service/Supplies: NAICS Code: $ AMOUNT: Type of Service/Supplies: NAICS Code: $ AMOUNT: Type of Service/Supplies: NAICS Code: $ AMOUNT: Certification Agency ATTACHMENT 1A Page 3 of 4 Gender and Ethnicity: Certified By: ❑ Male ❑ Female ❑ Non -Binary ❑D/FW MSDC ❑African American ❑Hispanic ❑NCTRCA ❑TXDOT ❑WBCS ❑Asian ❑Other: ❑Caucasian ❑ Native American Certified By: ❑ Male ❑Female ❑Non -Binary ❑DFW MSDC ❑NCTRCA ❑African American []Hispanic ❑TXDOT ❑WBCS ❑Asian ❑Other: ❑ Caucasian ❑ Native American Certified By: ❑Male ❑Female ❑Non -Binary ❑DFW MSDC ❑NCTRCA []African American ❑Hispanic ❑TXDOT ❑WBCS ❑Asian ❑ Other: ❑ Caucasian ❑ Native American pe of Service/Supplies: Certified By: ❑ Male El Female ❑Non -Binary ❑DFW MSDC ❑❑NCTRCA African American ❑Hispanic CS Code: ❑TXDOT ❑WBCS ❑Asian —]Other: ❑ Caucasian ❑ Native ,MOUNT: American Effective 01 /01 /2021 Updated 03/24/2022 FORT Wo RT H. po- Business Equitv Utilization Form Total Dollar Amount of Certified Prime/Offeror Services towards contract goal $ 291,000 Total Dollar Amount of Business Equity (or DBE if applicable) Subcontractors/Suppliers $ 9,000 Total Dollar Amount of Non -Business Equity Subcontractors/Suppliers $ TOTAL DOLLAR AMOUNT OF CERTIFIED PRIME/ALL SUBCONTRACTORS/SUPPLIERS $ 300,000 ATTACHMENT IA Page 4 of 4 The Prime/Offeror will not make additions, deletions, or substitutions to this certified list without the prior approval of the Business Equity Division through the submittal of a Request for Approval of Change/Addition online. Any unjustified change or deletion shall be a material breach of contract and may result in debarment in accord with the procedures outlined in the ordinance. The Prime/Offeror shall submit a detailed explanation of how the requested change/addition or deletion will affect the committed Business Equity goal. If the detail explanation is not submitted, it will affect the final compliance determination. By affixing a signature to this form, the Prime/Offeror further agrees to provide, directly to the City upon request, complete and accurate information regarding actual work performed by all subcontractors, including non -Business Equity firms. The Prime/Offeror also agrees to allow an audit and/or examination of any books, records and files held by their company. The Prime/Offeror agrees to allow the transmission of interviews with owners, principals, officers, employees and applicable subcontractors/suppliers participating on the contract that will substantiate the actual work performed by the Business Equity firms on this contract, by an authorized officer or employee of the City. A Prime/Offerer who intentionally and/or knowingly misrepresents material facts shall be Debarred for a period of time of not less than three (3) years. Authorized Signature Principle and Vice President Title Freese and Nichols, Inc. Company Name 801 Cherry Street, Suite 2800 Address Fort Worth, TX 76102 City/State/Zip Code Scott K. Hubley Printed Signature Principal and Vice President Contact Name and Title (if different) 817-343-9194 Phone Number Scott.Hubley@freese.com Email Address 11-15-2023 Date Department of Diversity and Inclusion - Business Equity Division Email: DVIN_BEOffice@fortworthtexas.gov Ph: 817-392-2674 Effective 01 /01 /2021 Updated 03/24/2022 FORT WORTH. Business Equity Division LETTER OF INTENT A. Business Equity Sub-Contractor/Consultant Information: A certilfied Business Eauity firm is owned by a Minority or Woman Business Enterprise (MNVBE) PROJECT # 105234 BID # (If Applicable Please Check One) Amendment ❑ Change Order ❑ [Pursuant to the City of Fort Worth's Business Equity Ordinance, certified Business Equity firms participating under the Ordinance must be certified prior to recommendation of award in order to be counted towards the Business Equity contract goal. Certifying agencies acceptable by the City: North Central Texas Regional Certification Agency (NCTRCA), Dallas/Fort Worth Minority Supplier Development Council, Inc. (DFW MSDC), Women's Business Council - Southwest (WBCS), or the Texas Department of Transportation (TXDOT). Note: For Federally -Funded projects the firm must be certified as a Disadvantaged Business Enterprise (DBE) by the NCTRCA and/or TXDOT only.] All Fields are Required - Do not leave blank. 1. Name of Project: Program Prioritization Assignments 2. Name of Offeror/Prime Contractor: Freese and Nichols, Inc. 3. Name of Business Equity Firm: Gorrondona & Associates, Inc. Address: Freese and Nichols, Inc. Firm Contact Name/Phone: Program Prioritization AssignmE 4. The undersigned is prepared to perform the following described work and/or supply the material listed in connection with the above project (where applicable specify "supply" or "install" or both): Professional Land Survey NAICS Code: 541370 W. Truett Wilson, RPLS (Owner/ Authorized Agent) T �pe-o ' t Name i (Signature of Owner /Authorized Agent of Certified Business Equity Firm) twilson@ga-inc.net (Email Address) B. Affidavit of Offeror/Prime I HEREBY DECLARE AND AFFIRM that Scott K. Hubley Freese and Nichols, Inc. (Owner/Authorized Agent) In the amount of $ 3,000 Gorrondona & Associates, Inc. (Name of Certified Business Equtly Firm) November 16, 2023 (Date) 817-496-1424 (Phone Number) am the duly authorized representative of and that I have personally reviewed the material and facts (Name of Offeror/Prime) set forth in this Letter of Intent. To the best of my knowledge, information and belief, the facts in this form are true, and no material facts have been omitted. Pursuant to the City of Fort Worth's Business Equity Ordinance, any person/entity that makes a false or fraudulent statement in connection with participation of a certified firm in any City of Fort Worth contract may be referred for debarment procedures under the City of Fort Worth's Business Equity Ordinance. I do solemnly swear or affirm that the signatures contained herein and the information provided by the Offeror/Prime are true and correct, and that I am authorized on behalf of the Offeror/Prime to make the affidavit. Scott K. Hubley (Owner/ Authorized Agent) Type or Print Name (Signature of OwnerlAuthorized Agent) Scott. Hubley@freese.com (Email Address) Freese and Nichols, Inc. (Name of Offeror/Prime) 11-15-2023 (Date) 817-343-9194 (Phone Number) Department of Diversity and Inclusion Effective 0 1/0 1/2021 Business Equity Division Revised. 6-8-21 Email: DVIN_BEOffice@fortworthtexas.gov Ph:817-392-2674 FORT NVORT H . Business Equit Division LETTER OF INTENT A. Business Equity Sub-Contractor/Consultant Information: A certified Business Eouity firm is owned by a Minority or Woman Business Enterprise f Ai1WBEI PROJECT # 105234 BID # (If Appl.c&s Please Check Ono) Amendment ❑ Chang Order (Pursuant to the City of Fort Worth's Business Equity Ordinance, certified Business Equity firms participating under the ordinance must be certified prior to recommendation of award in order to be counted towards the Business Equity contract goal. Certifying agencies acceplabie by the City: Borth Central Texas Regional Cerbfication Agency (NCTRCA), Dallas/Fort Worth Minority Supplier Development Council, Inc (DFW MSDC). Women's Business Counal - Southwest (WBCS), or the Texas Department of Trarisportaaon (TXDOT). Mote; For Federally -Funded projects the firm must be certified as a Disadvantaged Business Enterprise (DBE) by the NCTRCA and/or TXDOT only.] All Fields are Required - Do not leave blank Name of Project: Program Prioritization Assignments 2- Name of Offeron'Pnme Contractor. Freese and Nichols, Inc. 3. Name of Business Equity Firm: Galvan Strategy Group Address: 405 Forest River Circle. FW, TX 76102 Firm Contact NamelPhone: Adrian Galvan1817-903-9825 4. The undersigned is prepared to perform the folloMng described work and/or supply the material listed in conredon with the alcove project (where applicable speafy'supp] y' or'inslat I" or both): Professional services retated to a variety of financial analyses htAlcs Code: 541618.541614.541613,541820 Adrian Galvan IOrnerrAutfiarixedAgent ;sgnature or/wner orgedAgentof Ce ified t3vsncss Equ�yFirm) agalvan@galvanstrategygroup com (Ertel Address) B. Affidavit of Offeror/Prime In the amount of $ 6.000 Galvan Strategy Group (Name of Certified Business Equty Firm) 11-29-23 pole) 817-903-9825 (PhoneNumber) I HEREBY DECLARE AND AFFIRM that Scott K_ Hubley am the duly authorized representative of J Dw n e rlAuthorized Agent) Freese and Nichols, Inc. and that I have personally reviewed the material and facts NName of OfferorlPrime) set forth in this Letter of Intent To the best of my knowledge, information and belief, the facts in this form are true, and no material facts have been omitted Pursuant to the City cf Fort Worth's Business Equity Ordinance, any persoNentity that makes a false or fraudulent statement in connection with panidpalion of a certified firm in any City of Fort Worth contract may be re`erred for debarment prr...edures under the City of Fort Worth's Business Equity Ordinance. I do solemnly swear or affirm that the signatures contained herein and the information provided by the offeror+Prime are true and correct, and that I am authorized on behalf of the Offeror/Prime to make the affidavit. Scott K. Hubley lOwnerlAuthonzed Agent] Type or Pnnt Name M; re of er uthar¢ed Agent Scott.Hubley@freese.com Ema;l Address) lkparuncm of Diversiq aril Inclusion Ifusintm F.quay Ihsrsran Email ❑VIN BEafficri furtwnrthtcxss gas M 9E7.392-?674 Freese and Nichols, Inc. (Name of offeroOPnmo 11-29-2023 10atel 817-343-9194 010r1f Number) E:ftrctilr0110Ir:u211 lieFrvrd frR•?I Scanned with CamScanner M&C Review Page I of 2 CITY COUNCIL AGENDA Create New From This M&C DATE: 3/26/2024 REFERENCE **M&C 24- NO.: 0246 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FoRT WORTH 20SWM PROGRAM PRIORITIZATION ASSIGNMENTS NO SUBJECT: (ALL) Authorize Execution of a Professional Services Agreement with Freese and Nichols, Inc. in the Amount of $300,000.00 with One Renewal Option in the Amount Up to $300,000.00 for Program Prioritization Assignments RECOMMENDATION: It is recommended that the City Council authorize execution of a Professional Services Agreement with Freese and Nichols, Inc. in the amount of $300,000.00 with one renewal option in the amount up to $300,000.00 for Program Prioritization Assignments (City Project No. 105234). DISCUSSION: The Professional Services Agreement recommended by this Mayor and Council Communication will provide professional engineering services for program prioritization assignments to ensure that the Transportation and Public Works Department, Stormwater Management Division's resources are invested in the opportunities that are in the best interest of the City of Fort Worth, Stormwater Program and community. Freese and Nichols, Inc. will strategically vet capital project and partnership opportunities while considering the strategic direction identified in the May 2018, Stormwater Management Program Master Plan (SWMPMP). A key outcome of the 2018 SWMPMP was a better appreciation for the wide variety of factors that need to be understood in order to optimize the use of program resources to best meet community needs. This contract will help staff efficiently compile and process the key data needed to inform program decision making and optimization to ensure that the projects/initiatives that move forward for implementation have a sound technical and economic basis, are aligned with community goals, and are prioritized to optimize the use of program resources. A Request for Qualifications (RFQ) for a variety of drainage engineering services was published in the Fort Worth Star -Telegram on July 29, 2021 and on August 5, 2021. Based on the results of the RFQ, Freese and Nichols, Inc., was selected as the most qualified consultant to perform this work based on published selection criteria services. ?The consultant, Freese and Nichols, Inc., proposes to perform the scope of work for this contract on a time and materials basis for a not -to -exceed fee of $300,000.00. The City will issue individual task orders to authorize the consultant to perform work under this agreement until such time the contract funds in the amount of $300,000.00 have been expended. The City, at its sole option, may renew this contract one time under the same terms and conditions. City staff considers this fee to be fair and reasonable for the anticipated services to be performed. This contract will not result in any additional annual operating cost for the Transportation and Public Works (TPW) Stormwater Management Division. Funding is budgeted in the Stormwater Capital Projects Fund for the TPW Dept Highway & Streets Department for the purpose of funding the Program Prioritization Assign project, as appropriated. M/WBE Office — Freese and Nichols, Inc. is in compliance with the City's Business Equity Ordinance by committing to 3\% MWBE participation on this project. The City's MWBE goal on this project is 3\ http://apps.cfwnet.or�4/council packet/mc review. asp?ID=31953&councildate=3/26/2024 4/16/2024 M&C Review Page 2 of 2 ova FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Stormwater Capital Projects Fund for the Project Prioritization Assign project to support the approval of the recommendation and execution of the agreement. Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds.? TO Fund Department I Account Project Program Activity I Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department I Account Project ID ID Submitted for Citv Manager's Office bv: Originatina Department Head: Additional Information Contact: Program Activity I Budget I Reference # Amount Year (Chartfield 2) Jesica McEachern (5804) Lauren Prieur (6035) Jennifer Dyke (2714) ATTACHMENTS 20SWM PROGRAM PRIORITIZATION ASSIGNMENTS COMPLIANCE MEMO.Ddf (CFW Internal) 20SWM PROGRAM PRIORITIZATION ASSIGNMENTS FID TABLE.xlsx (CFW Internal) 20SWM PROGRAM PRIORITIZATION ASSIGNMENTS FORM 1295.0f (CFW Internal) 20SWM PROGRAM PRIORITIZATION ASSIGNMENTS SAM SEARCH.Ddf (CFW Internal) 20SWM PROGRAM PRIORITIZATION ASSIGN MENTS.docx (CFW Internal) http:Happs.cfwnet.or�4/council packet/mc review. asp?ID=31953&councildate=3/26/2024 4/16/2024 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2024-1121685 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/08/2024 being filed. City of Fort Worth, Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract Program Prioritization Assignments 4 Name of Interested Party Pence, Bob Coltharp, Brian Archer, Charles Greer, Alan Hatley, Tricia Johnson, Kevin Payne, Jeff Reedy, Mike Wolfhope, John 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is Pam Fordtran My address is 800 N. Shoreline, Suite 160ON (street) Nature of interest City, State, Country (place of business) (check applicable) Controlling Intermediary Fort Worth, TX United States X Fort Worth, TX United States X Raleigh, NC United States X Fort Worth, TX United States X Oklahoma City, OK United States X Dallas. TX United States X Fort Worth, TX United States X Houston, TX United States X Austin, TX United States X , and my date of birth is February 12, 1962 Corpus Christi TX 78401 USA (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Nueces County, State of Texas on the 8th day of February 2024 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.9000c47 FREESE AND NICHOLS INC - Professional Services Agreement - Final Audit Report 2024-04-30 Created: 2024-04-29 By: Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAA_5vPPM-F1xE69CeLGCOv7egy-dvwJUD8 "FREESE AND NICHOLS INC - Professional Services Agreeme nt -" History Document created by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) 2024-04-29 - 8:39:53 PM GMT- IP address: 204.10.90.100 Document emailed to tpw_sw_contracts@fortworthtexas.gov for approval 2024-04-29 - 8:48:57 PM GMT Email viewed by tpw_sw_contracts@fortworthtexas.gov 2024-04-29 - 8:49:40 PM GMT- IP address: 204.10.90.100 Document approval delegated to Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) by tpw—sw—Contracts@fortworthtexas.gov 2024-04-29 - 8:49:43 PM GMT- IP address: 204.10.90.100 Document approved by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Approval Date: 2024-04-29 - 8:49:51 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) for approval 2024-04-29 - 8:49:52 PM GMT %6 Document approved by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Approval Date: 2024-04-30 - 1:21:27 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to skh@fresse.com for signature 2024-04-30 - 1:21:30 PM GMT Document emailed to Stephen Nichols (Stephen.Nichols@fortworthtexas.gov) for approval 2024-04-30 - 1:21:30 PM GMT FDRTW❑RTHg I P—"ed"Y Adobe Acrobat Sign C'-► Document emailed to Jennifer Dyke (Jennifer.Dyke@fortworthtexas.gov) for approval 2024-04-30 - 1:21:31 PM GMT P+ Document emailed to Douglas Black (Douglas.Black@fortworthtexas.gov) for signature 2024-04-30 - 1:21:31 PM GMT 2+ Document emailed to Jesica McEachern Oesica.mceachern@fortworthtexas.gov) for signature 2024-04-30 - 1:21:31 PM GMT Email viewed by Jennifer Dyke (Jennifer.Dyke@fortworthtexas.gov) 2024-04-30 - 1:32:16 PM GMT- IP address: 204.10.90.100 60- Document approved by Jennifer Dyke (Jennifer.Dyke@fortworthtexas.gov) Approval Date: 2024-04-30 - 1:33:57 PM GMT - Time Source: server- IP address: 204.10.90.100 rO Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) added alternate signer skh@freese.com. The original signer skh@fresse.com can still sign. 2024-04-30 - 1:53:27 PM GMT- IP address: 204.10.90.100 P-► Document emailed to skh@freese.com for signature 2024-04-30 - 1:53:27 PM GMT Email viewed by skh@freese.com 2024-04-30 - 1:54:52 PM GMT- IP address: 104.47.56.254 Email viewed by Stephen Nichols (Stephen.Nichols@fortworthtexas.gov) 2024-04-30 - 1:57:51 PM GMT- IP address: 68.185.209.146 6© Document approved by Stephen Nichols (Stephen.Nichols@fortworthtexas.gov) Approval Date: 2024-04-30 - 1:58:07 PM GMT - Time Source: server- IP address: 68.185.209.146 � Document declined by Douglas Black (Douglas.Black@fortworthtexas.gov) Decline reason: Contract needs to be signed by FNI prior to routing.Thx,DB 2024-04-30 - 5:54:06 PM GMT- IP address: 204.10.90.100 FDRTW❑RTHg I P—"ed"Y Adobe Acrobat Sign 105234 Priorittion Assignments Final Audit Report Created: 2024-05-01 By: Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Status: Signed Transaction ID: CBJCHBCAABAAZ_8WVk5yaolyzxXYx6v-u-S12_yEalix "105234 Priorittion Assignments" History Document created by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) 2024-05-01 - 5:35:38 PM GMT- IP address: 204.10.90.100 Document approved by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Approval Date: 2024-05-01 - 5:37:48 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to skh@freese.com for signature 2024-05-01 - 5:37:50 PM GMT Email viewed by skh@freese.com 2024-05-01 - 8:37:23 PM GMT- IP address: 104.47.58.254 Signer skh@freese.com entered name at signing as Scott Hubley 2024-05-01 - 8:38:06 PM GMT- IP address: 97.75.108.6 J Document e-signed by Scott Hubley (skh@freese.com) Signature Date: 2024-05-01 - 8:38:08 PM GMT - Time Source: server- IP address: 97.75.108.6 2024-05-02 Document emailed to Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) for approval 2024-05-01 - 8:38:11 PM GMT Email viewed by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) 2024-05-01 - 9:04:47 PM GMT- IP address: 166.198.250.107 Document approved by Sadie Ishmael (Sadie.Ishmael@fortworthtexas.gov) Approval Date: 2024-05-02 - 4:23:50 PM GMT - Time Source: server- IP address: 204.10.90.100 i Agreement completed. 2024-05-02 - 4:23:50 PM GMT FDRTWORTHs I P°`4'y Adobe Acrobat Sign Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: PROGRAM PRIORITISATION ASSIGNMENTS The Professional Services Agreement approved by this Mayor and Council Communication will provide professional engineering services for program prioritization assignments to ensure that the Transportation and Public Works Department, Stormwater Management Division's resources are invested in the opportunities that are in the best interest of the City of Fort Worth, Stormwater Program and community. Freese and Nichols, Inc. will strategically vet capital project and partnership opportunities while considering the strategic direction identified in the May 2018, Stormwater Management Program Master Plan (SWMPMP). M&C: 24-0246 CPN: 105234 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Sadie Ishmael TPW 5160 Apr 30, 2024 2. Scott Hubley skh@fresse.com Contractor May 1, 2024 3. Stephen Nicholas TPW 1 Apr 30, 2024 4. Jennifer Dyke TPW A/D Apr 30, 2024 5. Doug Black Legal �19H May 3, 2024 6. Jesica McEachern CMO a` May 10, 2024 7. Ronald Gonzales CSO 8. Jannette Goodall CSO May 13, 2024 9. Allison Tidwell CSO May 14, 2024 AT 10. tpw_sw_contracts TPW 11. DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES ®No RUSH: DYES ®No SAME DAY: DYES ❑No NEXT DAY: DYES ❑No ROUTING TO CSO: ®YES ❑No Action Required: ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs