HomeMy WebLinkAboutContract 45118 MY SECMARY
CONTRACT NO.,
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule
municipality (the "CITY"), and GHD, Inc., authorized to do business in Texas, (the
"ENGINEER"), for a PROJECT generally described as: On-Call Roundabout Design
Services.
Article I
Scope of Services
A. The Scope of Services is set forth in Attachment A.
Article 11
Compensation
A. The ENGINEER's compensation shall be in the amount of $200,000.00 as
set forth in Attachment B.
Article III
Terms of Payment
Unless terminated pursuant to the terms herein, this Agreement shall be for a term
of two (2) years, beginning upon the date of its execution, or until the completion of
the subject matter contemplated herein, whichever occurs first.
Payments to the ENGINEER will be made as follows:
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A. Invoice and Payment
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(1) 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.
med under this
The ENGINEER will issue monthly invoices for all work performed............
City of Fort Worth,Texas
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(3) Upon completion of services enumerated in Article 1, the final payment of
any balance will be due within 30 days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested
will be withheld from payment, and the undisputed portion will be paid. The
CITY will exercise reasonableness in contesting any bill or portion thereof.
No interest will accrue on any contested portion of the billing until mutually
resolved.
(5) If the CITY fails to make payment in full to ENGINEER for billings contested
in good faith within 60 days of the amount due, the ENGINEER may, after
giving 7 days' written notice to CITY, suspend services under this
AGREEMENT until paid in full. In the event of suspension of services, the
ENGINEER shall have no liability to CITY for delays or damages caused the
CITY because of such suspension of services.
Article IV
Obligations of the Engineer
Amendments to Article IV, if any, are included in Attachment C.
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 standard of care applicable to the ENGINEER's services will be the
degree of skill and diligence normally employed in the State of Texas by
professional engineers or consultants performing the same or similar
services at the time such services are performed.
C. 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
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the CITY concerning the results of same. Such surveys, tests, and
investigations shall be furnished by the CITY, unless otherwise
specified in Attachment A.
(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.
D. 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 and CITY shall indemnify
and hold harmless ENGINEER from all claims, damages, losses and expenses
including attorneys'fees arising out of or resulting therefrom.
E. 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
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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
the 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 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.
F. 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.
G. 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
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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 not other
matters at issue between the CITY and the construction contractor that
affect the amount that should be paid.
H. 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.
I. Minority Business and Small Business Enterprise (MBE)(SBE)
Participation
In accord with the City of Fort Worth Business Diversity Ordinance No.
20020-12-2011, as amended, the City has goals for the participation of
minority business enterprises and/or small business enterprises in City
contracts. Engineer acknowledges the MBE and SBE goals established for
this contract and its accepted written commitment to MBE and SBE
participation. 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.
J. 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
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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 subsection (3) hereof. CITY shall give subconsultant
reasonable advance notice of intended audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may
be requested by the CITY. The CITY agrees to reimburse ENGINEER for
the cost of copies at the rate published in the Texas Administrative Code in
effect as of the time copying is performed.
K. INSURANCE
(1) ENGINEER'S INSURANCE
a. Commercial General Liability — the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate.
i. The CITY shall be included as an insured 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 the
CITY. The Commercial General Liability insurance policy shall
have no exclusions by endorsements that would alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertizing injury, which are normally contained
within the policy, unless the CITY approves such exclusions in
writing.
ii. ENGINEER waives all rights against the 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 this agreement.
b. Business Auto — the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of "any auto", including owned, hired, and non-owned
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autos, when said vehicle is used in the course of the PROJECT. If the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ENGINEER waives all rights against the 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 ENGINEER
pursuant to this agreement or under any applicable auto physical
damage coverage.
c. Workers' Compensation —ENGINEER shall maintain workers
compensation and employers liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ENGINEER waives all rights against the 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
ENGINEER pursuant to this agreement.
d. Professional Liability — the ENGINEER shall maintain professional
liability, a claims-made policy, with a minimum of $1,000,000.00 per
claim and aggregate. The policy shall contain a retroactive date prior to
the date of the contract or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the contract. An annual certificate of
insurance specifically referencing this project shall be submitted to the
CITY for each year following completion of the contract.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be delivered to the CITY prior to ENGINEER
proceeding with the PROJECT.
b. Applicable policies, except for Workers Compensation and Professional
Liability, shall be endorsed to name the CITY an Additional Insured
thereon, as its interests may appear. The term CITY shall include its
employees, officers, officials, agents, and volunteers as respects the
contracted services.
c. Certificate(s) of insurance shall document that insurance coverage
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specified in this agreement are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to request required insurance
documentation shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Fort Worth,
1000 Th rockmorton, Fort Worth, Texas 76102.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it 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 the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion; the ENGINEER 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 the contractual 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.
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I. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this agreement.
m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When
sub consultants/subcontractors maintain insurance coverage,
ENGINEER shall provide CITY with documentation thereof on a
certificate of insurance.
L. Independent Consultant
The ENGINEER agrees to perform all services as an independent
consultant and not as a subcontractor, agent, or employee of the CITY.
M. 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.
N. 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.
O. 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
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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.
P. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule
developed per Attachment D to this AGREEMENT.
Article V
Obligations of the City
Amendments to Article V, if any, are included in Attachment C.
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of
the information provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for
the ENGINEER's performance of its services. The CITY will perform, at no
cost to the ENGINEER, such tests of equipment, machinery, pipelines, and
other components of the CITY's facilities as may be required in connection
with the ENGINEER's services. The CITY will be responsible for all acts of
the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain,
arrange, and pay for all advertisements for bids; permits and licenses
required by local, state, or federal authorities; and land, easements, rights-
of-way, and access necessary for the ENGINEER's services or PROJECT
construction.
D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of
an attorney, insurance counselor, accountant, auditor, bond and financial
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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 and Claims
The CITY agrees to include in all construction contracts the provisions of
Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and
provisions providing contractor indemnification of the CITY and the
ENGINEER for contractors negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain
no direct action against the ENGINEER, its officers,
employees, and subcontractors, for any claim arising out of,
in connection with, or resulting from the engineering
services performed. Only the CITY will be the beneficiary
of any undertaking by the ENGINEER."
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(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 V.H. shall be construed as a waiver of any
right the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY will ensure that Builders Risk/Installation insurance is maintained
at the replacement cost value of the PROJECT. The CITY may provide
ENGINEER a copy of the policy or documentation of such on a certificate of
insurance.
(3) The CITY will specify that the Builders Risk/Installation insurance shall be
comprehensive in coverage appropriate to the PROJECT risks.
J. 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.
K. 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.
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Article VI
General Legal Provisions
Amendments to Article VI, if any, are included in Attachment C.
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
The ENGINEER is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond
the control of the ENGINEER that prevent ENGINEER's performance of its
obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated only by the City for convenience on
30 days' written notice. This AGREEMENT may be terminated by either the
CITY or the ENGINEER for cause if either party fails substantially to perform
through no fault of the other and does not commence correction of such
nonperformance with in 5 days of written notice and diligently complete the
correction thereafter.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans,
specifications or other forms of ENGINEER'S work product;
b.) Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
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C.) The 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 termination expenses. The
CITY'S approval will 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
In accordance with Texas Local Government Code Section 271.904, the
ENGINEER shall indemnify, hold harmless, and defend the CITY
against liability for any damage caused by or resulting from an act of
negligence, intentional tort, intellectual property infringement, or
failure to pay a subcontractor or supplier committed by the ENGINEER
or ENGINEER's agent, consultant under contract, or another entity
over which the ENGINEER exercises control.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the
prior written consent of the other party.
H. Interpretation
Limitations on liability and indemnities in this AGREEMENT are business
understandings between the parties and shall apply to all the different
theories of recovery, including breach of contract or warranty, tort including
negligence, strict or statutory liability, or any other cause of action, except for
willful misconduct or gross negligence for limitations of liability and sole
negligence for indemnification. Parties mean the CITY and the ENGINEER,
and their officers, employees, agents, and subcontractors.
I. Jurisdiction
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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.
J. 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.
K. Observe and Comply
ENGINEER shall at all times endeavor to 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.
Article V111
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. 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
City of Fort Worth,Texas
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Executed and effective this the/)/"#"1.-day o Z,) „ , 2Q&"",
BY: BY:
CITY OF FORT WORTH ENGINEER
GHD Inc.
Fernando Costa Mark Le g, P.E.
Assistant City Manager Service Group Manager
Date: Date: 090 /3
APPROVAL RECOMMENDED:—a4 By:_ U . U
Doug Mersig, P.E.
Director, Transportation YPublic Works
APPROVED AS TO FORM AND LEGALITY M&C No.: L-2. _ S2-- -
By: Rkk M&C Date: C
D`o=u'g as act
Assistant City Attorney
ATTEST:
�. .�.
ary J. Kays
City Secretary
City of Fort Worth,Texas OFFICIAL. RE!C '
Standard Agreement for Engineering Related Design Services � �
PMO Official Release Date:1/28/2013 CITY SECRETARY
IIR�a TAR
Page 16 of 16
ATTACHMENT "A"
Scope for On-Call Roundabout Design 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 the Task Order agreement is to improve traffic
operations and improve safety by implementing modem roundabouts at selected project
intersections. Work under this agreement includes, but is not limited to, project
management, feasibility study for modem roundabouts, data collection, topographic survey,
SUE, geotechnical investigation, right-of-way documentation, operational analysis,
conceptual design for modern roundabouts, and contract documents for modem
roundabouts,
WORK TO BE PERFORMED
ENGINEER hereby agrees to perform roundabout design services on a task order basis as
may be requested by the CITY during the term of this AGREEMENT. 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
and sub-consultant cost for each Work Authorization. Compensation for each Work
Authorization shall be Lump Sum.
If the Work Authorization requires a schedule it shall be attached as Attachment"D".
Each Work Authorization shall include Attachment"E" identify the project location.
City of Fort Worth.Texas
Attachment
PMO Release Date:07.23.2012
Page 1 of 1
ATTACHMENT B
COMPENSATION
Design Services for
On-Call Roundabout Design Services
City Project No. (Designate per Task Order)
I. Compensation
A. The ENGINEER shall be compensated a total lump sum fee of $200,000.00 as
summarized in Exhibit B-1 — Engineer Invoice and Section IV— Summary of Total
Project Fees. The total lump sum fee shall be considered full compensation for
the services described in Attachment A, including all labor materials, supplies,
and equipment necessary to deliver the services.
B. The ENGINEER shall be paid monthly payments as described in Section 11 -
Method of Payment.
11. Method of Payment
A. Partial payment shall be made to the ENGINEER monthly upon City's approval of
an invoice prepared and submitted by the ENGINEER in the format and including
content as presented in Exhibit B-1, Progress Reports as required in item 111. 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 ENGINEER.
Ill. 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.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 1 of 2 B-1
ATTACHMENT B
COMPENSATION
IV. Summary of Total Project Fees
I Firm Primary Responsibility Fee Amount
Prime Consultant
Proposed MBE/SBE Sub-Consultants
Non-MBE/SBE Consultants
TOTAL $ 100%
Project Number& Name Total Fee MBE/SBE Fee MBE/SBE
City MBE/SBE Goal = N/A% Consultant Committed Goal %
MBEYSBE Goals waived for this project as recommended by the Business Diversity
Office and Approved by City Council on October 22, 2013.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 2 of 2 B-2
EXHIBIT "B-1"
ENGINEER 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.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 3 of 3 B-3
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ATTACHMENT Sicyl
CHANGES AND AMENDMENTS TO STANDARD AGREEMENT
Design Services for
On-Call Roundabout Design Services
City Project No. (Designate per Task Order)
No changes were made to the Standard Agreement.
City of Fort Worth,Texas
Attachment C
PIVIO Release Date:06.19.2010
Page I of 1
Sd I kJAW QEPr OF State of Wisconsin
1096k PiSrIMUMONS DEPARTMENT OF FINANCIAL INSTITUTIONS
1UWVArt41SC'0,NSIN1 Division of Corporate & Consumer Services
183.1204 Wis. Stats.
2813 JON 25 AM 0- 0 1 -WAMMM-
ARTICLES OF MERGER PLED, -
1. Non-Surviving Parties to the Merger: JUL - 2 2013
Company Name: Ours,ton Roundabout Engineering, Inc. I DEPOTMENT"DIF
"n"VI 0l'u"1 N 5 V n C W
Indicate (X) Limited Partnership (Ch. 179, Wis. Stats.) Organized under
Entity Type Business Corporation (Ch. 180, Wis, Stats.)See Exception below the laws of
❑ Nonstock Corporation (Ch. 181, Wis. Stats.) Wisconsin
171 Limited Liability Company (Ch. 183, Wis. Stats.)
(state or country)
Does the above named non-surviving party have a fee simple ownership interest in any Wisconsin real
estate?
[_1 Yes E] No
IMPORTANT: If you answer yes,the surviving entity is required to file a report with the Wisconsin Dept.of Revenue under sec.
73.14 of the Wis.Stats.within 60 days after the effective date of the merger. NOTE: Sec.73.14(2)(a)provides a penalty of$200 for
each day that the report is late, not to exceed$7,500. You may access the form at:LM�L ?,r
Company Name:
------------------—----
Indicate (X) ❑ Limited Partnership (Ch. 179, Wis. Stats.) Organized under
Entity Type F-I Business Corporation (Ch. 180, Wis. Stats.) See Exception below the laws of
❑ Nonstock Corporation (Ch. 181, Wis. Stats.)
❑ Limited Liability Company (Ch. 183, Wis. Stats.)
I I (state or country)
Does the above named non-surviving party have a fee simple ownership Interest in any Wisconsin real
estate?
1-1 Yes [] No
IMPORTANT: If you answer yes,the surviving entity is required to file a report with the Wisconsin Dept.of Revenue under sec.
73.14 of the Wis.Stats.within 60 days after the effective date of the merger. NOTE:Sec.73.14(2)(a)provides a penalty of$200 for
each day that the report is late, not to exceed$7,500. You may access the form at:bM.:j' 2,rgvenuewj.go
Schedule more non-surviving parties as an additional page and indicate whether the non-surviving party
has a fee simple ownership interest in any Wisconsin real estate,
2. Surviving Entity:
Company Name:OD Inc.
Indicate (X) ❑ Limited Partnership (Ch. 179, Wis. Stats.) Organized under
Entity Type [91 Business Corporation (Ch. 180, Wis. Stats.) See Exception below the laws of
❑ Nonstock Corporation (Ch. 181, Wis. Stats.) California
❑ Limited Liability Company (Ch. 183, Wis. Stats.)
I (state or country)
EXCEPTION: If the merger involves only Chapter 180 business corporations, use form 2001.
FILING FEE -$150.00
DFI/CORP/2000(R1 1/12)
3. Indicate below if the surviving entity is an indirect wholly owned subsidiary or parent:
The surviving entity is a Domestic or Foreign Business Corporation that is an indirect wholly
_owned subsidiary or parent and the merger was approved in accordance with sec. 180.11045 and the
requirements of sec. 180.11045(2) have been satisfied.
❑ The surviving entity is not a Domestic or Foreign Business Corporation that is an indirect wholly
owned subsidiary or parent.
4. The Plan of Merger included in this document was approved by each entity that is a party to the merger
in the manner required by the laws applicable to each entity, and in accordance with ss. 180.1103,
180.1104, 181.1103, 181.1104 and 183.1202, if applicable.
CONTINGENCY STATEMENT-The surviving entity of this merger is a domestic or foreign nonstock
corporation. The Plan of Merger included in this document was approved by each entity that is a party to
the merger in the manner required by the laws applicable to each entity, and in accordance with ss.
180.1103, 180.1104 and 183.1202, if applicable, and by a person other than the members or the board, if
the approval of such person is required under s. 181.1103(2)(c).
❑ The approval of members is not required, and the Plan of Merger was approved by a sufficient vote
of the board.
❑ The number of votes cast by each class of members to approve the Plan of Merger were sufficient
for approval by that class.
Membership Class Number of Memberships Number of Votes Entitled to be For Against
Outstanding Cast
(Append or attach the PLAN OF MERGER, (Optional Plan of Merger template on Pages 3 & 4)
5. (OPTIONAL) Effective Date and Time of Merger
These articles of merger, when filed, shall be effective on July 1 (date) at 12°01'srn (time).
(An effective date declared under this article may not be earlier than the date the document is delivered to
the department for filing, nor more than 90 days after its delivery. If no effective date and time is declared,
the effective date and time will be determined by ss. 179.11(2), 180.0123, 181.0123 or 183.0111,whichever
section governs the surviving domestic entity.)
6. Executed on Z-K 1 U N ?0k'5 (date)
by the surviving entity on behalf of all parties to the `
merger. J • l
(Signature)
Mark (X) below the title of the person executin
zX
document. TIED J. Duncan Findliay,
For a limited partnership (Printed Name)JLL Title:❑General Partner - 2 21I13 og a corporation
For a limited liability compan itle:❑President OR Secretary
Title:El Member OR El Mana er DEPA�, ther officer title
This document was drafted by: Not drafted in Wisconsin
(Name the individual who drafted the document)
DFI/CORP/2000(R11/12) 2
STATE OF H
FILED
2 2013
PLAN OF MERGER I I
This Plan of Merger (this "Plan") is adopted as of June 12, 2013, by the Board of
Directors of GHD Inc., a California corporation ("Parent"), and the Board of Directors of
Ourston Roundabout Engineering, Inc., a Wisconsin corporation, ("Subsidiary") In order
to merge Ourston Roundabout Engineering, Inc. a wholly-owned subsidiary of Parent),
with and Into Parent.
ARTICLE 1-RECITALS
Parent and Subsidiary desire to effect a statutory merger of Subsidiary into
Parent In the manner set forth herein (the "Merger") as evidenced by the approval of
the Board of Directors of Parent and Subsidiary of the Merger and the terms hereof.
Both constituent corporations desire that the Merger be characterized as a
reorganization described In Section 368 (a) (1)of the Internal Revenue Code of 1986,as
amended.
ARTICLE 11- MERGER PARTIES
Section 2.1. Subsidiary. The name of the corporation proposing to merge with
and into Parent is Ourston Roundabout Engineering, Inc., a Wisconsin corporation and
wholly-owned subsidiary of Parent.
Section 2.2. Parent. The name of the corporation with and Into which Subsidiary
proposes to merge is GHD Inc., a California corporation, owning all the outstanding
voting shares of Subsidiary.
ARTICLE III -TERMS,CONDITIONS AND EFFECTIVE DATE OF MERGER
Section 3.1. General. Upon the Effective Date(as hereinafter defined),
Subsidiary shall merge with and into Parent,which shall survive the Merger and
continue to be a corporation governed by the laws of the State of California, and the
separate existence of Subsidiary shall cease.
Section 3.1. Assumption of Liabilities, Ownership of Assets. As of the Effective
Date of the Merger, Parent shall assume all liabilities of Subsidiary, and shall own all
assets of Subsidiary.
Section 3.2. Effective Date. The Merger shall become effective July 1, 2013 at
12:01 a.m. (the "Effective Date").
ARTICLE IV-TREATMENT OF SHARES OF SUBSIDIARY IN MERGER
Upon the Effective Date, all outstanding shares of common stock of Subsidiary
shall automatically and by operation of law be canceled and any certificates evidencing
ownership of such shares shall be void and of no effect.
ARTICLE V-CHARTER AND BYLAWS OF PARENT
The Charter and the Bylaws of Parent shall remain the Charter and the Bylaws of
the Parent following the Effective Date, unless and until the same shall be amended or
repealed in accordance with the provisions thereof.
ARTICLE VI -APPROVAL OF MERGER AND TERMINATION BY
PARENT AND SUBSIDIARY
Section 6.1. Corporate Approval, This Plan has been fully and duly approved by
the Board of Directors of Parent and Subsidiary in accordance with the California
Corporations Code and the Wisconsin Business Corporation Act.
Section 6.2. Termination. At any time prior to the Effective Date,this Plan may
be abandoned by the Board of Directors of Parent. In the event of such abandonment,
this Plan shall become void,and neither Parent's nor Subsidiary's shareholders, directors
or officers shall be liable in respect to such abandonment.
IN WITNESS WHEREOF,this Plan is executed on behalf of Parent and Subsidiary
on the date first set forth above.
Parent Subsidiary
GHD Inc. Ourston Roundabout Engineering,
Inc.
By: By:
Richard N. Wankmuller Colin James
Its: President Its: President
Attest: Attest: A\
Its: Corporate Secretary Its: Corporate S
na GUNM
JUL 2 2013
NAWAL urn
.B
. .
. .
'
Fee simple ownership interest[lYea [lNo (for C>Fl use only)
ARTICLES OFMERGER
F l
GH�DNnc.
7600 North 16th Street, Suite 205
Phoenix, AZ 85020
L J
& Enter your return address within the bracket above.
Phone number during the day: ( 602 ) '
INSTRUCTIONS(Ref. Sec.179.77, 180.11045, 180.1105, 181.1105, and 183.1204,Wis. Stats.for document content)
Submit one original and one exact copy along with the required filing fee of$150.00 to the address listed
below. Make checks payable to the"Department of Financial Institutions". Filing fee is non-refundable.
Sign the document manually or otherwise allowed under sec. 179.14(ig)(c), 180.0103(16), 181.0103(23) or
Mailing Address: Physical Address for Express Mail:
Department of Financial Institutions Department of Financial Institutions Phone: 608-261-7577
Division of Corporate&Consumer Division of Corporate&Consumer FAX: 608-267-6813
Services Services TTY: 608-266-8818
P 0 Box 7846 201 W.Washington Ave—Suite 300
Madison Wl 53707-7846 Madison WI 53703
NOTICE: This form may be used to accomplish a filing required or permifted by statute to be made with the
department. Information requested may be used for secondary purposes. This document Gan be made available in
alternate formats upon request to qualifying individuals with disabilities.
1. Enter the company name, type of entity, and state of organization of each non-surviving party to the merger.
Definitions of foreign entity types are set forth |noa. 17Q.O1(4). 1BO.O1O3(S). 181.O1O3(13)and 183.O1O2(8).Wis.
Slats. Select yes or no to indicate whether the non-surviving party has a fee simple ownership interest in any
Wisconsin real estate. See sec. 73.14 and 77.25.Wis. Stoba.. or contact the Wisconsin Department cf Revenue at
(608)266-1594 for questions regarding fee simple ownership interest and the filing requirements with that department.
2. Enter the company name, type of entity, and state of organization of the surviving entity.
3. Indicate whether or not the surviving entity is a Domestic or Foreign Corporation that is an indirect wholly owned
subsidiary orparent. See sec. 1BO.11O45(1)(b). Wis. Stab*.for definition.
4. This Article states the manner in which the Plan cf Merger was approved. If the surviving entity ism domestic or
foreign nonstook corporation, complete the CONTINGENCY STATEMENT. Append or attach the Plan ofMerger. A
Plan of Merge template ia available on pages 3 &4. Its use isoptional.
5. (Optional) |f the merger istotake effect at a time other than the close of business on the day the articles of merger
are delivered bo the department for filing, state the effective date or date and time. Ao effective date may not beearlier
than the date the document is delivered to the Department of Financial Institutions, nor a date more than 90 days after
its delivery.
G. Enter the date of execution and the name and title of the person signing the document. If, for example, the
surviving entity ioa domestic limited liability company, the Articles of Merger would be signed bye Member or
Manager of the limited liability company; if the surviving entity Is a corporation, by an officer of the corporation,etc.
|f the document io executed in Wisconsin, sec. 182.D1(3)provides that it shall not ba filed unless the name ofthe
person(individual)who drafted it is printed, typewritten or stamped thereon in a legible manner. |f the document}anot
executed in VVisoone|n, enter that remark.
DF|8C(JRP/2000(R11/12) 5
M&C Review Page lnf2
Official site of the City of Fort Worth,Texas
CITY ��
���7��� ����00�����N ����U�0���^�
__ - - __ _ _ - - --__~ � �.~~~~ ~~~~ ~ �
COUNCIL ACTION: Approved mn1O/22/2013
2OEN(�|NEER|N(� GERV|{�EG
F��F�F�E���E
DATE: 10/22/2013 (�-2O524 L���� N��k8E^ /\(�RE�yN�NT
�dC�'� ^ '
ROUNDABOUTS
NOW PUBLIC CODE: C TTPE: NO
CONSENT HEARING:
SUBJECT: Authorize Execution of Engineering Services Agreements with Kimley-Horn and
Associates, Inc., Freese and Nichols, Inc., Ours*on Roundabout Engineering Inc., and
TranSystems Corporation Consultants in a Total Amount Not to Exceed $1,700,000.00, for
the Design of Roundabout Intersections Over a Twenty-Four,Month Time Period (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of Engineering Gen/ioeo Agreements
with 0rn|e NV M and AmSooiohea. Inc., in the amount of$500.000.00. Freese and Nichols, Inc., in the
amount of$500,000.00, Ouraton Roundabout Engineering, Inc., in the amount of$200.000.00 and
TronGvstems Corporation Consultants in the amount of$500,000.00, for Engineering Design and
Professional Services relating to the design of general intersection improvements and roundabouts
over a twenty-four month time period.
DISCUSSION:
The Department of Transportation and Public Works (TPVV), Infrastructure Design and Construction
Division is responsible for coordinating and managing the design and construction of arterial
rogdvvaye, neighborhood otnamta, and intersection improvements. As part of the intersection
improvements prnQram, the construction of modern roundabouts is being considered at intersections
planned for improvements. A ,mvimvv of the viability of roundabout at each intersection of concern
requires a level of experience that few engineering consultants in Texas hove. As a result, the
Request for Qualifications (RFC}) was advertised in April and May of this year to select firnno for
design of roundabouts to be constructed over the next two-years. Sixteen firnno submitted Statements
of Qualifications which were evaluated by e committee of five members representing TPVV. VVoter,
and the Business Diversity Office. All submittals were ranked based upon project team experienue,
design expehenCe, experience with the City of Fort VVorth. and fast-track project delivery experience.
The result of this F{F{] process was the selection of Ourston Roundabout Engineering, Inc. to provide
Quality Assurance and Quality Control for the City of Fort Worth and the selection of Kinn|ey'Horn and
Associates, Inc., Freese and Nichols, Inc., and TrenSystenns Corporation Consultants to provide
design Services for the construction of approved intersections warranting 8 modern roundabout.
The proposed engineer services will be utilized over the next 24 months to provide design oen/ioea,
feasibility ana|yeen, and construction phase assistance as needed for the purpose of constructing
modern roundabouts.
The first three roundabouts in this program will be located at the intersections of North Riverside and
Fossil Creek, North Riverside and Northern Cross and North Riverside and Meacham. Engineering
services for these three roundabouts will total $420.174.00.
I\A8NBE (]fhoe - Avvaiver of the Qoo> for MBE/SBE subcontracting requirements was requested by the
http://vvvvn/.fn,tvv0hhgov.0rp/couooil_pooket/nnc_rcviuvv.aop?}[)=l0|05&couocildate~~|0/... 11/1/2013
M&C Review Page 2 of 2
Department and approved by the I\AMBE Office for the contract with Ourston Roundabout
Engineering, Inc., in accordance with the BDE Ordinance, because the purchase of goods and
services from source(s) where subcontracting or supplier opportunities are negligible.
Kimley-Horn and Associates, Inc., is in compliance with the City's BIDE Ordinance by committing to
meet the MBE participation for this task order project.
Freese and Nichols, Inc., is in compliance with the City's BDE Ordinance by committing to meet the
MBE participation for this task order project.
TranSystems Corporation Consultants is in compliance with the City's BDE Ordinance by committing
to meet the MBE participation for this task order project.
FISCAL INIFORIVIATIONXERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current capital
budget, as appropriated, of the Street Improvements 2004 Overruns Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C203 531200 204390218330 $133,004.00
C203 539120 204390218330 $135,350.00
C203 531200 204390218330 $157,820.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Douglas W. Wersig (7801)
Additional Information Contact: Todd Estes (5448)
ATTACHMENTS
http://www.fortworthgov.org/counc'1 l
_packet/rnc__review.asp?1 D=I 9105&counci[date=10/... 11/1/2013