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HomeMy WebLinkAboutContract 63418 (2)Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 CSC No. 63418 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and AECOM Technical Services, Inc., authorized to do business in Texas ("Consultant"), for a project generally described as: Southeast Downtown Project Development Support ("Project") — Project No. 103807. Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to $940,000.00 ("Contract Amount") in accordance with the Fee Schedule shown 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. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant 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. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 1 of 9 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership orjoint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 2 of 9 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. Article VIII Force Majeure City and Consultant 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. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City, which consent shall not be unreasonably withheld. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 3 of 9 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII 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 City's Business Equity Ordinance No. 25165-10-2021 (replacing Ordinance No. 24534-11-2020, as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Consultant acknowledges the MBE and WBE goals established for Agreement and its execution of this Agreement is Consultant'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 Consultant may result in the termination of Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XIII Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect 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. Consultant agrees to indemnify and hold harmless City and all of its officers, authorized 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 or its subcontractor(s). City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 4 of 9 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 Article XIV Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant 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 Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Agreement shall be construed in accordance with the laws of the State of Texas. Article XVI 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 Consultant 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 Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVII Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 5 of 9 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVIII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Kelly Porter Transportation and Public Works Department 100 Fort Worth Trail Fort Worth, Texas 76102 Consultant: AECOM Technical Services, Inc. Attn: Steven Duong Vice President 13355 Noel Road, Suite 400 Dallas, TX 75240 All other notices may be provided as described above or via electronic means. Article XIX Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 6 of 9 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 Article XX Prohibition on Boycotting Energy Companies Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XXI Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (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. Article XXII Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. City of Fort Worth, Texas Southeast Downtown Project Development Support Standard Agreement for Professional Services CPN103807 Revision Date: November 23, 2021 Page 7 of 9 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 Article XXIII Attachments, Schedules and Counterparts 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 Agreement: Attachment A - Scope of Services Attachment B — Compensation Attachment C - Changes to Agreement Attachment D— 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 O�) v Jesica McEachern Assistant City Manager Date: 06/11 /25 ATTEST: zz onIl p O�FORr as `Lo9-a0o �a �n�s�.�. A �z.ilnrt �aa4 nEXA`�oO' Jannette Goodall City Secretary APPROVED AS TO FORM AND LEGALITY: Douglas Black (Jun 9, 202515:54 CDT) Douglas W. Black Sr. Assistant City Attorney BY: AECOM TECHNICAL SERVICES, INC. Docu Signed by: 82B589E2E754K Garrett Harper Vice President Date: 5/23/2025 M & C No. # 25-0374 M & C Date: April 22nd 2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 alcoM RE: Certificate of Interested Parties Form 1295 AECOM 19219 Katy Freeway, Suite 100 Houston, TX 77094 aecom.com September 8, 2022 The amended law effective January 1, 2018, states that a Form 1295 is not required if a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity is entered into or amended on or after January 1, 2018. Therefore AECOM Technical Services, Inc. (ATS) is not required to file a Form 1295 because ATS is a wholly owned subsidiary of AECOM, a publicly traded entity. aecom.com 1 /1 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 AECOM SECRETARY'S CERTIFICATE AECOM a Delaware corporation I, Manav Kumar, DO HEREBY CERTIFY that I am the duly elected and acting SVP, Deputy General Counsel, Corporate Secretary of AECOM, a corporation organized under the laws of the State of Delaware (the "Corporation"), and the keeper of its records and corporate seal. I FURTHER CERTIFY that the Corporation's full legal address is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801-0000 and that the Corporation's principal place of business is 13355 Noel Road, Suite 400, Dallas, Texas 75240. I FURTHER CERTIFY that AECOM (formerly, AECOM Technology Corporation), is a Delaware corporation whose stock is publicly traded as "ACM" on the NYSE. You may find the Form 10-K and other forms filed with the U.S. Securities and Exchange Commission at http://www.sec.aov and at http:investors.aecom.com I FURTHER CERTIFY that AECOM Global II, LLC, a limited liability company organized under the laws of the State of Delaware ("AECOM Global II"), is a direct wholly - owned subsidiary of the Corporation. I FURTHER CERTIFY that URS Holdings, Inc., a corporation organized under the laws of the State of Delaware ("URS Holdings"), is a direct wholly -owned subsidiary of AECOM Global II, and an indirect wholly -owned subsidiary of the Corporation. I FURTHER CERTIFY that URS Global Holdings, Inc., a corporation organized under the laws of the State of Nevada ("UGH"), is a direct wholly -owned subsidiary of URS Holdings, and an indirect wholly -owned subsidiary of the Corporation. I FURTHER CERTIFY that The Earth Technology Corporation (USA), a corporation organized under the laws of the State of Delaware ("TETCO"), is a direct wholly -owned subsidiary of UGH, and an indirect wholly -owned subsidiary of the Corporation. I FURTHER CERTIFY that AECOM Technical Services, Inc., a corporation organized under the laws of the State of California ("ATS"), is a direct wholly -owned subsidiary of TETCO, and an indirect wholly -owned subsidiary of the Corporation. Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 �L=Com I FURTHER CERTIFY that the attached Exhibit A, is a true and accurate organizational structure chart detailing the ownership of the aforementioned entities. IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of the Corporation, this 201h day of July, 2022. Man av Kumar SVP, Deputy General Counsel, Corporate Secretary Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 �L=COM AECOM Corporation Delaware AECOM Global II, LLC Limited Liability Company Delaware URS Holdings, Inc. Corporation Delaware URS Global Holdings, Inc. Corporation Nevada The Earth Technology Corporation (USA) Corporation Delaware AECOM Technical Services, Inc. Corporation California Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 FORTWORTH. ATTACHMENT A Scope for SE Downtown Proiect development Supvort On Call Support Structure Task Summary of Doliverables Cost Task 1 -Project Management ei-weekly team calls and ad floc tasks to manage project Task 2- Sta keholder support Support for partner, stakeholder, and public meetings Refine planning level tfanspprtatian and garage design and update Cost estimates, Task 3 - Concept Design Iteration integration with A&M Innovation District team Refine valuation and phasing with operating model and funding scenarios, governance Task 4 • Financial Transattion Support and solicitation structure, puhlk cost benefit analysis Revised parking and traffic study based on new design concepts, Coordination and Task 5 - Traffic Impact and Parking Study updates with Convention Center studies Analysis of the economic impact of the high speed rail station (land value premium, job creation, impact to property values, sales tax, tourism impacts). A benchmark analysis Task 6 - H5fi +Urban Rail Premium will compare rates of land aborbOon for population and employment growth. Preliminary design and engineering services to advance projects which will be turned Task 7 - Prelminary Design and Engineering Support aver to the GFC team. Other Direct Costs Funding for Replica scenario and road closure tool Total Totai Not to Emceed $765,000.00 Scope of Work - On Call Support The goal of this contract is to provide technlcal support for COIF N staff with project partners, Including Texas A&M, Innovation District, Central Station, and other public and private entities • Further refine the district infrastructure and development concepts with stakeholder feedback and internal testfrts, including parking and transportation phasing project delivery • Support forpartneli st2l2holdeyand public meetings. This includes meeting logistics, public communication, and meeting fadlitations, • Financial analysis and grant writing support, including confirming a feasible operating financial model and support of federal, state, and regional grant application development. • Better understand funding gaps by incorporating operating model and quantifying impact ofa.�rwN various funding and phasing approaches. Lay the groundwork for f uture d eveJlaper outmach by recommending solicitation approach and beglnning to assemble required documents. • Support fnr COFW in ongnina Fart Worth to Dallas Nigh -Speed Rail project development, Including the D/F W Staticns Economic Development Joint Study, i $175,000 for doing modeling work for the city of Arlington for the High Speed Rail Impact. CITY of Fort Worth, Texas Butler RI­Ato - Southeast Downtown Project D—hpment 5uppart Attach meat A CPN 1438D7 PMO Release: 02.06-201S CITY of Fort Worth, Texas Attachment A Butler Place Access - Dev Plan CPN 103807 PMO Release:02.06.2015 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 ATTACHMENT B COMPENSATION Consulting Services for Southeast Downtown Project Development City Project No. 103807 Amount up to $940,000.00 I. Compensation A. The CONSULTANT shall be compensated an amount not to exceed $940,000.00 as summarized in Exhibit B-1 — Consultant Invoice and Section IV — Summary of Total Project Fees. The project budget shall be used for the services described in Attachment A, including all labor materials, supplies, and equipment necessary to deliver the services. B. The CONSULTANT shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. Partial payment shall be made to the CONSULTANT monthly upon City's approval of an invoice prepared and submitted by the CONSULTANT in the format and including content as presented in Exhibit B-1, Progress Reports as required in item III. of this Attachment B, and Schedule as required in Attachment D to this Agreement. B. The estimated current physical percent complete as required on the invoice shall be calculated from the progress schedule as required in Attachment D to this Standard Agreement and according to the current version of the City of Fort Worth's Schedule Guidance Document. C. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the CONSULTANT. E. Each invoice should withhold five percent (5%) of the charged amount for retainage. Retainage will be released in full with satisfactory completion of the project as part of the final invoice III. Progress Reports A. The CONSULTANT 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. City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 1 of 3 Butler Place Access — Dev Plan CPN 103807 B-1 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 ATTACHMENT B COMPENSATION I. Summary of Total Project Fees Firm Primary Responsibility AECOM Prime consultant Proposed DBE Sub -Consultants DeShazo Group Sub -consultant Othon Sub -consultant Project Number & Name Butler Place Access and Development Plan - 103807 Interlocal Agreement with Arlington for High Speed Rail Study DBE Goal = 12 % TOTAL Fee Amount % $811,560.00 86% $940,000.00 86% $68,440.00 $60,000.00 TOTAL $128,440.00 13% Total Fee DBE Fee DBE % $765,000.00 $128,440 13% $175,000.00 N/A N/A Consultant Committed Goal = 13 % City of Fort Worth, Texas Butler Place Access — Dev Plan Attachment B CPN 103807 PMO Official Release Date: 8.09.2012 Page 2 of 3 B-2 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 EXHIBIT "B-1" CONSULTANT INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across work types and work phases. Please include hourly rate for all staff on performing work on contract. Please include budget by tasks, include amounts for overhead and profit separately in table. City of Fort Worth, Texas Attachment B PMO Official Release Date: 8.09.2012 Page 3 of 3 Butler Place Access — Dev Plan CPN 103807 AM Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 Exhibit B-1 Professional Services Invoice Project Manager: Armond Bryant Project: SE Downtown Project Development Support City Project #: xxxxxx Work Type Desc: I supplier Instructions: FID: JXXXXXXX City Sec Number: Fill in green cells including Percent Complete and Invoiced Previously Quanities Purchase Order: When your Invoice is complete, save and close, start B=saw and Add your invoice to the Consultant folder within Project's folder. Company Name: Aecom Technical Services Inc. Supplier's PM: email: Supplier Invoice #: Office Address: Payment Request #: Telephone: Service Date:From Fax: Service Date:To Invoice Date: Remit Address: Pay Items Agreement LTD Agreement Amendment Amendment Amount to Completed Description Amount Number Amount Date Amount 33 - Other Reimbursibles Planning Study $940,000.00 $940,000.00 f� 1 Totals This Unit: Overall Percentage Spent: Percent Spent ($) Invoiced I Previously Current Remaining Invoice Balance $765,000.00 Docusign Envelope ID: F8395071-D6DA-4649-9CEA-1F877DD95EA4 Exhibit B-1 City of Fart Worth Solicitation No. 103807 Southeast Douutomm Project Development Support PRICE SCHEDULE Rate Table May 9, 2025 -UC 0'%I IechoicaI SeMces, Inc. (ATS) A. FUR-M-FIXED HOURLY UNIT RATES For PRIXIE CONTRACTOR; Please pro6de for the Prime and all subcontractors, for each proposed job classification, the average direct labor cost PER HOUR, the overhead and profit (fee) rate, and the loaded labor rate per hour. Additionally- list the reimbursable expenses z,ou anticipate for the duration of the contract. (RESPONDER_ Copt, tables as required to accommodate all needed job classifications.)- Urban DesignerV Urban Designer IV Urban Designer III Urban Designer II Urban Designer I Associate Urban Designer SeniarAssaciate Urban Designer Associate Principal Urban Designer Principal Urban Designer Senior Associate Public Engagement Planner Associate Public Engagement Planner Principal Public Engagement Planner Public Engagement Planner Graphic Designer Intern Cast Estimator Civil Engineer III Senior Civil Engineer Civil Engineer Manager SeniarAssaciate Economist Principal Economist Associate Principal Economist Associate Economist Senior Analyst DataAnalyst II Data Analyst I Transportation Planner III Transportation Planner II Transportation Planner I Associate Transportation Planner Senior Associate Transportation Planner Principal Transportation Planner Administrative Assistant $67.00 143% $95-78 $162-78 10% $16-28 $179.06 $59.00 143% $84-35 $143-35 10% $14-33 $157.68 $50.00 143% $71.48 $121.48 10% $12.15 $133.63 $42.00 143% $60-04 $102-04 10% $10-20 $112.25 $35.00 143% $50-04 $85-04 10% $8-50 $93.54 $73.00 143% $104-36 $177-36 10% $17-74 $195.10 $85.00 143% $121.52 $206.52 10% $20.65 $227.17 $100-00 143% $142-96 $242-96 10% $24-30 $267.26 $125-00 143% $178-70 $303-70 10% $30-37 $334.07 $60.00 143% $85.78 $145.78 10% $14.58 $160.35 $50.00 143% $71.48 $121.48 10% $12.15 $133.63 $75.00 143% $107-22 $182-22 10% $18-22 $200.44 $40.00 143% $57-18 $97-18 10% $9-72 $106.90 $45.00 143% $64.33 $109.33 10% $10.93 $120.27 $25.00 143% $35-74 $60-74 10% $6-07 $66.81 $87.00 143% $124-38 $211-38 10% $21-14 $232.51 $60.00 143% $85-78 $145-78 10% $14-58 $160.35 $75.00 143% $107.22 $182.22 10% $18.22 $200.44 $110-00 143% $157-26 $267-26 10% $26-73 $293.98 $85.00 143% $121-52 $206-52 10% 120-65 $227.17 $130-00 143% $185-85 4315-85 10% 531-58 3347.43 $105.00 143% $150.11 $255.11 10% 525.61 $280.62 $75.00 143% $107-2-2 $182-2-2 10% $18-2-2 $200.44 $60.00 143% $85-78 $145-78 10% $14-58 $160.35 $50.00 143% $71.48 $121.48 10% $12.15 $133.63 $40.00 143% $57.18 $97.18 10% $9.72 $106.90 $60.00 143% $85-78 4145-78 10% 514-58 $160.35 $45.00 143% $64-33 $109-33 10% $10-93 $120.27 $39.00 143% $55.75 $94.75 10% $9.48 $104.23 $70.00 143% $100-07 $170-07 10% $17-01 $187.08 $85.00 143% $121-52 $206-52 10% $20-65 $227.17 $130-00 143% $185-85 $315-85 10% $31-58 $347.43 $45.00 143% $64.33 $109.33 10% $10.93 $120.27 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 I_A i r_TH:I l,V114 Z k ll o% CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for Butler Place Access and Development Plan — Main Project Phase City Project No. 103807 All instances of AECOM changed to AECOM Technical Services, Inc. (ATS). Article IX is revised to read as follows: Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City, which consent shall not be unreasonably withheld. Article XIII is revised to read as follows: Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect 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. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, authorized 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 or its subcontractor(s). Exhibit D City of Fort Worth Standard Insurance Requirements i. Under necessary circumstances, the insurance policies may be made available for review, in redacted form, on Consultant's premises with sufficient advance notice. City of Fort Worth, Texas Attachment C PMO Release Date: 05.19.2010 Page 1 of Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 EXHIBIT D 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. 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). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of Insured's 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 Rev. 5.04.21 Page 1 of 3 Butler Place Access - Dev Plan CPN# 103807 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 c. Workers' Compensation — 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 covered by workers compensation and employer's liability or commercial 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 exe cution. 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 include 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. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self -funded or CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 Butler Place Access - Dev Plan CPN# 103807 Docusign Envelope ID: F8395071 -D6DA-4649-9CEA-1 F877DD95EA4 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional 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. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable 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 as determined by the City's Risk Management division. 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 Insured's 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. I. 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 City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21 Butler Place Access - Dev Plan CPN# 103807 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/22/25 M&C FILE NUMBER: M&C 25-0374 LOG NAME: 20SOUTHEAST DOWNTOWN PROJECT DEVELOPMENT SUPPORT ��IJ-1A1 X� 1 (CD 9 and CD 11) Authorize Acceptance of a Donation from the Fort Worth Local Development Corporation in the Amount of $765,000.00, Authorize Execution of a Professional Services Agreement with AECOM Technical Services, Inc. in the Amount of $940,000.00 for the Southeast Downtown Fort Worth Project Development Support, Authorize Execution of an Interlocal Agreement with the City of Arlington in an Amount Up to $183,750.00 for a High Speed Rail Economic Impact Analysis, Adopt Appropriation Ordinance, and Amend the Fiscal Years 2025-2029 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize Acceptance of a Donation in the amount of $765,000.00 from the Fort Worth Local Development Corporation for the Southeast Downtown Fort Worth Project; 2. Authorize Execution of a Professional Services Agreement with AECOM Technical Services, Inc. in the Amount of $940,000.00, for the Southeast Downtown Project Development Support; 3. Authorize Execution of an Interlocal Agreement with the City of Arlington in an Amount Up to $183,750.00 for inclusion with the High -Speed Rail Economic Impact Analysis; 4. Adopt an appropriation ordinance increasing estimated receipts and appropriations in the Developer Contribution Fund, in the amount of $765,000.00, from future revenues within Developer Cash Contributions, for the purpose of funding the Southeast Downtown Project Development Support (City Project No. 103807); and 5. Amend the Fiscal Years 2025-2029 Capital Improvement Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to accept a contribution from the Local Development Corporation and authorize execution of an agreement with AECOM Technical Services, Inc. (AECOM) in the amount of $765,000.00 for Southeast Downtown Project Support and to authorize execution of an interlocal agreement with the City of Arlington for a joint high-speed rail economic impact analysis. Southeast Downtown Project Development Support On August 8, 2023, AECOM was selected for the Access Butler Place Plan, which focuses on increasing the access points to Bulter Place from downtown and surrounding neighborhoods (M&C 23-0637, CSO 61088). On October 15, 2024, the Connecting the Core amendment was executed to expand the study of the transportation infrastructure needs of Downtown Fort Worth and surrounding areas (M&C 24 -0919, CSO 61088-A1). On February 25, 2025, the Local Development Corporation (LDC) approved a resolution that authorized the transfer of $765,000.00 from the LDC to the City for the purposes of engaging AECOM for work on the Southeast Downtown Project Support project (Resolution FWLDC-2025-03). Projects like Texas A&M expansion, the Fort Worth Convention Center expansion, Bulter Place redevelopment, and Fort Worth to Houston High - Speed Rail will all have a profound impact on Downtown Fort Worth. This includes the City of Fort Worth portion of the High -Speed Rail Economic Impact Analysis and will coordinate the required infrastructure for the Southeast Downtown area. AECOM will work with the City of Fort Worth and developers to determine future parking needs, conduct fiscal analysis, provide funding schemes, provide grant writing support, and complete pre - engineering. Regional High -Speed Rail Economic Development Analysis The City of Dallas is advancing its own economic analysis for high-speed rail, whereas the cities of Fort Worth and Arlington have agreed to partner in a joint study. The study scope analyzes the economic impact of constructing high-speed rail and its impact on property owners, local businesses, and other factors. Fort Worth and Arlington will pay for their portions of the joint study. Once approved by the City of Arlington City Council and the Interlocal Agreement is executed, the City of Arlington will pay to the City of Fort Worth $183,750.00 which will be appropriated to the Connecting the Core project through an M&C that will be submitted at a later date. 5% of the agreed upon funding will be for indirect costs for the City of Fort Worth staff review. Appropriations for the Southeast Downtown project support are below. Fund Number Fund Name M&C Amount 30104 Developer Contribution (LDC) This M&C $765,000.00 30106 Intergovernmental Contribution Fund Future M&C $183,750.00 Project Total $948,750.00 The Transportation and Public Works Department is responsible for the billing and collection of these funds. The Business Equity Division placed a 12.60% business equity goal on this solicitation/contract. AECOM Technical Services, Inc., will exceed the goal at 13.66%, meeting the City's Business Equity Ordinance. Any changes in subcontractors will be reviewed by the Business Equity Division. This is a donation from the Local Development Corporation and no match or other financial commitment is required as part of this scope. The interlocal agreement with the City of Arlington is set for reimbursement. This is located in COUNCIL DISTRICTS 9, and 11. A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded business entity: AECOM Technical Services Inc. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the Developer Contribution Fund within ARPA Butler Place Access-Dev P project. The Transportation and Public Works Department (and Financial Management Services) is responsible for the collection and deposit of funds. Prior to any expense being incurred, the Transportation and Public Works Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Jesica McEachern 5804 Oriainatina Business Unit Head: Lauren Prieur 6035 Additional Information Contact: Monty Hall 8662 Kelly Porter 7259 Expedited 103807-EPAG-Southeast Downtown Project Development Support Final Audit Report 2025-06-05 Created: 2025-06-02 By: Andrea Munoz (Andrea. Munoz@fortworthtexas.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAZBJgh9sU12Bd4nKIgTIdOI08jxtn63oJ "103807-EPAG-Southeast Downtown Project Development Sup port" History Document created by Andrea Munoz (Andrea. Munoz@fortworthtexas.gov) 2025-06-02 - 9:21:33 PM GMT- IP address: 208.184.124.181 Document emailed to Armond Bryant(armond.bryant@fortworthtexas.gov) for filling 2025-06-02 - 9:38:17 PM GMT Cy Document emailed to Donnette Murphy (donnette.murphy@fortworthtexas.gov) for approval 2025-06-02 - 9:38:17 PM GMT Email viewed by Armond Bryant (armond.bryant@fortworthtexas.gov) 2025-06-02 - 9:38:24 PM GMT- IP address: 20.159.64.138 r� Email viewed by Donnette Murphy (don nette.murphy@fortworthtexas.gov) 2025-06-02 - 9:38:25 PM GMT- IP address: 52.244.129.126 6Q Document approved by Donnette Murphy (don nette.murphy@fortworthtexas.gov) Approval Date: 2025-06-03 - 4:42:45 AM GMT - Time Source: server- IP address: 209.37.221.130 �i Armond Bryant(arm ond. brya nt@fortworthtexas. gov) uploaded the following supporting documents: (9 Attachments 1 2025-06-05 - 8:54:56 PM GMT &o Form filled by Armond Bryant (armond.bryant@fortworthtexas.gov) Form filling Date: 2025-06-05 - 8:54:56 PM GMT - Time Source: server- IP address: 208.184.124.181 Cy Document emailed to Kelly Porter (kelly.porter@fortworthtexas.gov) for filling 2025-06-05 - 8:54:58 PM GMT FORT WORTHS I Powered by Adobe Acrobat Sign f) Email viewed by Kelly Porter (kelly.porter@fortworthtexas.gov) 2025-06-05 - 8:55:19 PM GMT- IP address: 20.159.64.138 L* Document canceled by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) 2025-06-05 - 8:55:53 PM GMT- I address: 204.10.90.100 FORT WORTHS 1 Powered'y Adobe Acrobat Sign FORT WORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Southeast Downtown Proiect Development Support M&C: 25- CPN: 103807 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Armond Bryant, Project Manager TPW Aa 06/05/25 2. Kelly Porter, Program Manager TPW AD A- 06/09/25 3. Lauren Prieur, TPW Director TPW Director ?tom 06/09/25 4. Doug Black Legal ouglazala�k 06/09/25 5. JesicaMcEachern, ACM CMO OP& 06/11/25 6. Jannette Goodall CSO A L 06/12/25 7. Donnette Murphy Risk DM 00 06/02/25 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, Jay will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES E10 RUSH: ❑YES ®No SAME DAY: ❑YES ❑No NEXT DAY: DYES ❑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(a,FortWorthTexas.aov at ext. 7233 or 8363, for pick up when completed. Thank you! Updated 0111212024 mdhm