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HomeMy WebLinkAboutContract 61610City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 1 of 15 CITY 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 Kimley-Horn and Associates, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: 2024 Barricade and Guardrail On- Call Engineering Services – Project No. 105195. Article I 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 $50,000.00 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 2 of 15 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 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 3 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 on the PROJECT. If the ENGINEER makes on-site observation(s) of a City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 4 of 15 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 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 5 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 to conduct audits in compliance with the provisions of this article together with City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 6 of 15 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 7 of 15 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 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 8 of 15 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 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 9 of 15 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." (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. I. 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 10 of 15 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. 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: City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 11 of 15 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, 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 12 of 15 I. 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 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 (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-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 City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 13 of 15 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” 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. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 14 of 15 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 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 City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Standard Agreement for Engineering Related Design Services CPN 105195 Revised Date: 12-08-2023 Page 15 of 15 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 BY: ENGINEER Jesica McEachern Assistant City Manager Date:__________________ Kimley-Horn and Associates, Inc. Scott R. Arnold Vice President Date:____________________________ ATTEST: Jannette Goodall City Secretary APPROVAL RECOMMENDED: By: Lauren L. Prieur, P.E. Director, Transportation and Public Works Department APPROVED AS TO FORM AND LEGALITY By: Douglas W Black Sr.Assistant City Attorney M&C No.:__n/a_____________________ M&C Date:___n/a___________________ 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. _______________________________ Clint Hoover, P.E. Program Manager May 22, 2024 City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment A CPN 105195 PMO Release Date: 07.23.2012 Page 1 of 1 ATTACHMENT “A” Scope for Engineering Design Related Services for 2024 Barricade and Guardrail On-Call Engineering Services 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. OBJECTIVE The objective of the projects completed under this Work Authorization agreement is to improve roadside safety for vehicular, pedestrian, and bicyclist safety throughout the City through the installation of barricade and guardrails. Work under this agreement includes, but is not limited to, site visits, barricade and guardrail design, preparation of construction cost estimates and construction phase services. WORK TO BE PERFORMED ENGINEER hereby agrees to perform design services on a Work Authorization basis as may be requested by the CITY during the term of this AGREEMENT for the following categories of public improvement projects: 1. Barricade and guardrails improvements. 2. In field review meetings. 3. Construction phase services. Work under this agreement will be performed on a Work Authorization basis. The CITY will request services for each Work Authorization. The ENGINEER shall prepare scope, fee, and schedule as necessary to perform the services requested for each Work Authorization within 10 working days of the CITY’s request. Each Work Authorization shall include scope for services as Attachment “A”. This scope will outline tasks required to complete the Work Authorization. For each task, the scope shall include a detailed description of the task, outline any assumptions, and list the required deliverables. Each Work Authorization shall include Attachment “B” detailing the compensation for the Work Authorization. Compensation will be based upon hours agreed to by the CITY and the ENGINEER for each Work Authorization. Compensation will be based on the Schedule of Rates in Attachment “B” of this agreement. The fee will include an estimate of reimbursable expense and sub-consultant costs for each Work Authorization. Compensation for each Work Authorization shall be hourly, not-to-exceed. If the Work Authorization requires a schedule, it shall be attached as Attachment “D”. ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment B CPN 105195 PMO Official Release Date: 8.09.2012 Page 1 of 4 Design Services for 2024 Barricade and Guardrail On-Call Engineering Services Work Authorization Contract City Project No. 105195 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated in an hourly amount not-to-exceed $50,000.00 for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i.Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER’s team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/hour) Senior Project Manager / Project Director $292 Senior Professional / Senior Project Engineer $272 Project Manager $232 Professional / Project Engineer $197 Analyst III / EIT III $172 Analyst II / EIT II $162 Analyst I / EIT I $157 Administrative $110 Intern $95 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. ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment B CPN 105195 PMO Official Release Date: 8.09.2012 Page 2 of 4 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. II. 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. 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. ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment B CPN 105195 PMO Official Release Date: 8.09.2012 Page 3 of 4 IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Kimley-Horn and Associates, Inc. Engineering Services $50,000.00 100.0% Proposed MBE/SBE Sub-Consultants Non-MBE/SBE Consultants Total $50,000.00 100.0% Project Number & Name Total Fee MBE/SBE Fee MBE/SBE % CPN 105195 – 2024 Barricade and Guardrail On-Call Engineering Services $50,000.00 $0.00 0% City MBE/SBE Goal = n/a Consultant Committed Goal = n/a EXHIBIT “B-1” ENGINEER INVOICE (Supplement to Attachment B) City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment B CPN 105195 PMO Official Release Date: 8.09.2012 Page 4 of 4 Invoice template will be included in each Work Authorization. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment C CPN 105195 PMO Release Date: 05.19.2010 Page 1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for 2024 Barricade and Guardrail On-Call Engineering Services City Project No. 105195 No changes to the Standard Agreement. City of Fort Worth, Texas 2024 Barricade and Guardrail On-Call Engineering Services Attachment D CPN 105195 Revision Date: 07.20.2018 Page 1 of 1 ATTACHMENT “D” PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City’s Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER’s project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule “Tier” Selection City has identified three “Tier” levels for project schedules as defined in City’s Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City’s Project Manager will determine the “Tier” level for the ENGINEER’s project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a “baseline” for review and acceptance by City’s Project Manager as defined in City’s Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City’s Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City’s Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER’s project baseline and progress schedule submittals will be an integral part of the development and updating process of City’s Master Project Schedule. EXHIBIT F CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). hired, and non-owned autos, when said vehicle is used in the course of business and/or the Project. If Insured owns no vehicles, coverage for hired or non-owned autos is acceptable. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 c. Insured shall maintain workers compensation and employer s liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims-made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. liability shall not be limited to the specified amounts of insurance required herein. d. insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency . g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. l. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon Insured shall provide City with documentation thereof. GL5268169 A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 Q Insurance Services Office, Inc., 2018 CG 20 10 12 19 GL5268169 04/01/2024 (check applicable) and my date of birth is _______________________. (street) (state) (zip code) (country) (year)(month) _______, ______________, _________. State of ________________, on the _____day of ___________, 20_____. (city) (Declarant) Routing and Transmittal Slip Transportation & Public Works DOCUMENT TITLE:105195 – 2024 Barrica de & Guardrail On-Call Engineering Services M&C: N/A CPN: 105195 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Clint Hoover TPW - Signature 2. Anna Benavides TPW – Initial 3. Rajnish Gupta TPW - Signature 4. Martin Phillips TPW – Initial 5. Lauren Prieur TPW - Signature 6. Doug Black Legal – Signature 7. Jesica McEachern CMO - Signature 8. Ronald Gonzales CSO - Signature 9. Jannette Goodall CSO - Signature 10. Allison Tidwell CSO - Initial 11. Packyen Wilson TPW 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:YES No SAME DAY:YES No NEXT DAY:YES No ROUTING TO CSO: YES No Action Required: Attach Signature, Initial and Notary Tabs As Requested For Your Information Signature/Routing and or Recording Comment File Return To: TPWContracts@FortWorthTexas.gov at ext. 7233 for pick up when completed. Thank you!