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CONTRACT AJ().
CITY F FORT WORTH,TEXAS
STANDARD AGREEMENT PROFESSIONAL LT ANT DESIGN SERVICES
Thi's AGREEMENT' i's between the City Ford Worth, a Texas rule
municipality ('the e "'CITY"' : and Moye 1. T. Consulting, LLC, authorized to do business in
Texas (thee "PROFESSIONAL CONSULTANT"') (collectively referred to as the "Parties"'),
for a PROJECT generally cr e as: Provide an assessment of 2.11 wireless data
services at "the Fort Convention Center a uston Street
Texas.
Article
Scope i*ces.
A. Scope o ices for the PROJECT 'is set forth in Attachiment Af
incorporated her n. The Parties agree that all se ces PROFESSIONAL
CONSULTANT is to provide under the Scope of Services are professional
services, the essence of whichis to provide advice, judgment or opiini n (thee
liservices").
Juice
Compensation
A. The FESS CON'SULTANT'S compensation, ($21,500.00) is set
forth ire t achy eat,A.
Arfi'clle
Terms of Payment
Payments o the PROFESSIONAL CONSULK will made as ii
A. invoice and Payment
(1) The PROFESSIONAL CONSULTANT shall provide the City sufficient
documentation, including but not limited to meeting the requirements set
forth in Attachment to h i AGREEMENT, to, reasonably substantiate the
invoices.,
(2), The FES CONS U L, " T issue monthly invoices for
all work performed under this AGREEMENT. invoices are due and payable
within n thirty 30 days of receipt.
(3) Upon completion of Services,, the final o t any balance will
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due within thirty (30) days of receipt of the fina,l, '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 PROFESSIONAL
CONSULTANT for billings contested in good faith within 60 days of the
amount due, the PROFESSIONAL CONSULTANT 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 PROFESSIONAL
CONSULTANT shall have no liability to CITY for delays or damages used
the CITY because of such suspension of services.,
Article IV
Obligations of the Professional Consultant,
Amendments to Article IV, 'if any, are included in Attachment , incorporated herein,.
A. General
The PROFESSIONAL CONSULTANT will serve as the CITY'S professional
consultant under this AGREEMENT providing the Services outlined in
Attachment A..
B. Standard of Care
The standard, of' core applicable to the PROFESSIONAL CONSULTANT'S
services will be the degree of skill' and diligence normally employed in the
State of Texas by professional engineer's or consultants performing the
same or similar services, at the time Services are performed.
C. Subsurface I nvelsti*gat ions
This paragraph is not applicable for this project.
D. Professional Consultant's Instruments of Service
Any studies, reports, sketches, drawings, specifications, proposals or other
documents prepared by PROFESSIONAL CONSULTANT in the
performance of the Services ("Instruments of Service") are the property of
I
the CITY. Upon (a,) completion of the Services and payment in full by CITY
for said Services, (b) termination of this AGREEMENT, or (c) as otherwise
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instructe�d by the CITY,, the Instruments of Service shall be delivered to the
CITY in an organized fashion, with PROFESSIONAL CONSULTANT
retaining a copy.
CITY may use such Instruments of Service in any manner it desires,
provided, however, that the PROFESSIONAL CONSULTANT shall not be
liable for any use or modification to the Instruments of Service by any entity
without the express written consent of PROFESSIONAL CONSULTANT.
E. Preparation of'Profess*lonal Consulta�nt Draw'ings
The PROFESSIONAL CONSULTANT will, provide to, the CITY the original,
drawings of all plans in ink on, reproducible Mylar sheets, and electronic filles,
in CAD and pdf format, or ails otherwise approved bly CITY, which shall
become the property of the CITY.,
F,., Professlional, Consultant's Personnel at Construction S"Ite
(1) The presence or duties of the PROFESSIONAL CONSULT, NTIS
personnel at a constructilon site, whether as on-site representatives or
otherwise, do, not make the PROFESSIONAL CONSULTANT 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 Construction Contract Documents and any health or
safety precautions required by such construction work. The
PROFESSIONAL CONSULTANT 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 on this PROJECT or any health or
safety pr�ecautions related thereto.
(2) Except to the extent specific site visits a,lre expressly detailed and set
forth in Attachment A, the PROFESSIONAL, CONSULTANT or its personnel
shall have no obligation; or responsibility to visit thie construction site., Any
such site visits by PROFESSIONAL CONSULTANT shall only be to, become
famil,iar with the progress, or quality of the completed work on the PROJECT
or to, determine, in general), if the work on the PROJECT is being performed
in a manner indicating that the PROJECT, when completed, will, be in
accordance with the Contract Documents. Nothing! in this AGREEMENT or
the Contract Documents shall be construed as requiring PROFESSIONAL
CONSULTANT to, make exhaustive, or continuous on-kite inspections to
discover latent defects, in the work or otherwise check the quality or quantity
of the work on the PROJECT. If the PROFESSIONAL CONSULTANT'
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recognizes a deviation from the Contract Documents while on site, the
PROFESSIONAL CONSULTANT shall inform the CITY within a reasonable
time of such recognition.,
(3) When professional certification of performance or characteristics of
materials, systems or equipment is reasonably required to perform Services,
the PROFESSIONAL CONSULTANT shall be entitled to rely upon other
certifications or performance criteria contained within the Contract
Documents when making such a certification; and shall not be required to
provide warranties or guarantees in conjunction with such certification to
establish materials, systems or equ I ipment and performance criteria to be
required in the Contract Documents.
G. Opinions, of Probable Cost, Financial Considerations, and Schedules
(1) The PROFESSIONAL CONSULTANT' shall provide opinions, of
probable costs for the PROJECT based on the information available to
PROFESSIONAL CONSULTANT at the time the opinion is issued, in
accordance with Attachment A.
(2) In provid'ing opinions of cost, financial analyses,, economic, feasibility
projections, and schedules for the PROJECT, the PROFESSIONAL
CONSULTANT' 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- qual,it,y, type, management, or direction of' operating
personnel; and other econlomlic and operational, factors that may
materially affect the ultimate PROJECT cost or schedule. Therefore,
the PROFESSIONAL CONSULTANT makes no warranty or guarantee
that the CITY'S actual PROJECT costs, financial aspects, economic
feasibility, or schedules will not vary from the PROFESSIONAL
COiNSULTANT'S opinions, analyses, projections, or estimates, and
shall not be responsible for damages alleged to arise from such an
opinion.
H. Constructi"on Progress Payments,
Recommendations by the PROFESSIONAL CON'SULTANT' to the CITY for
periodic construction, progress payments to the construction contractor will
be based on the PROFESSIONAL CONSULTANT"S knowledge,
information, and belief' from selective sam�piling and observation that the
work has progressed to the point indicated. Such recommendations do not
represent that continuous or detailed exam,inations have been made by the
PROFESSIONAL CONSULTANT to ascertain that the construction
contractor has completed the work in exact accordance with the Contract
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Documentsf that the final work will be acceptable in all respects; that the
PROFESSIONAL CONSULTANT has made an examination to ascertain
how or for what purpose the construction contractor has used the moneys
p idl, I
a 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.
112, 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 PROFESSIONAL CONSULTANT is
not responsible for any errors or omissions in the information from others
that is incorporated into the record drawings.
J. Small Bus'Iness Er terpr"Ise (S BE) Participafi*on
This, paragraph is not applicable for this project.
K. Might to Audit
(1) PROFESSIONAL CONS,U'ETA NT 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 PROFESSIONAL
CONSULTANT' involving transactions relating to this contract.
PROFESSIONAL CONSULTANT agrees that the CITY shall, have access
during normal working hours to all necessary PRO lFESSIO,NAL
CONSULTANT 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 PROFESSIONAL, CONSULTANT
reasonable advance written notice of intended auldits.
(2) PROFESSIONAL CONSULTANT further agrees to 'Include in all ItS,
subcontractor agreements, hereunder a, provis,ion to the effect that the
subcontractor agrees that the CITY shall, until the expiration of fibre (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 subcontractor, involving transactions to the
subcontract, and further,, that the CITY shall have access during normal
working hours to all subcontractor facilities, and shell 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 subcontractor reasonable advance written notice of intended audits.
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(3) PROFESSIONAL CONSULTANT and subcontractor agree to
photocopy such documents as may be requested by the CITY. The CITY
agrees to reimburse PROFESSIONAL CONSULTANT for the cost of copies
at the rate published in the Texas Administrative Code in effect, as of the
time copying: is, performed.
L. Insurance
(1) PROFESSIONAL CONSULTANT'S INSURANCE
a. Commercial General Liability — the PROFESSIONAL CONSULTANT
shall maintain commercial, general liability (CGL) and, if necessary,
commercial umbrella insurance with a limit of not less, than $1,000 .f ci
per each occurrence with a $,2,0010,000.00 aggregate. If such Commercial
General Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
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, prod ucts/com pleted operations, contractual,
personal injury, or adveirtizing injury, which are normally contained
within the policy, unless the CITY approves such exclusions in
writing.
if. PROFESSIONAL CONSULTANT 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 PROFESSIONAL, CONSULTANT 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 autos, when said vehicle is used in the course of
providing Services for the PROJECT. If the PROFESSIONAL
CONSULTANT owns no vehicles, coverage for hired or noin-olwned is
acceptable.
ii. PROFESSIONAL CONSULTANT' waives all rights against the
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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 liabill ity
insurance obtained by PROFESSIONAL CONSULTANT
pursuant to this AGREEMENT or under any applicable auto
physical: damage coverage.
c. Workers 31 Compensation — PROFESSIONAL CONSULTANT shall
maintain workers compensation and employers liabil,lity 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
$1100,000,.00 each employee for bodily injury by disease, with
$500,000.00 policy limit.
PROFESSIONAL CONSULTANT 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 commierc,ial
umbrella insurance obtained by PROFESSIONAL CONSULTANT
pursuant to this AGREEMENT.
d. Professional Liability — the PROFESSIONAL CONSULTANT shall
maintain professional liability, a claims-anode policy, with, a m,ini,mum of
$1,000,000.00 pier 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 ear'llier. Coverage shall be
maintained, for a period of -five (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 PROFESSIONAL
CONSULTANT has obtained all required 'insurance shall be delivered to
the CITY prior to PROFESSIONAL CONSULTANT proceeding with the
PROJECT.
b. Applicable policies 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 with
respect to the Services.
c. Certificate(s) of insurance shall document that insurance coverage
specified, in this AGREEMENT is provided under applicable policies
documented: thereon.
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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. Such terms shall' be
endorsed onto PROFESSIONAL CONSULTANT'S insurance policies.
Notice shal:l, be sent to the respective Department Director by name),
City of Fort Worth, 1000 Throckmorton,, 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 sa,tisfaction 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 g,roups., 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 PROFESSIONAL CONSULTANT'S insurance
policies including endorsements thereto and, at the CITYS, discretion;
the PROFESSIONAL CONSULTANT may be required to provide prolof
of insurance premium payments.
J. If commercially reasonable, lines of coverage underwritten on a ttclaims-
made basis," other than Professional Liability, 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
i
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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1. The CITY shal,l not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Subcontractors to/of the PROFESSIONAL CONSULTANT shall be
required, by the PROFESSIONAL CONSULTANT to maintain the same
or reasonably equivalent, insurance coverage as required for the
PROFESSIONAL CONSULTANT. When sub subcontractors maintain
insurance coverage, PROFESSIONAL CONSULTANT shall provide
CITY with documentation thereof on a certificate of insurance.,
M. Independent Prof'ess,i'onal Consultant
The PROFESSIONAL CONSULTANT' agrees to perform all services as an,
0
independent PROFESSIONAL CONSULTANT and not as a subcontractor,
agent, or employee of the CITY.
N. Disclosure
The PROFESSIONAL CONSULTANT 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 I in
property abutting the proposed PROJECT and business relationships with
abu,tt,ing property cities. The, PROFESSIONAL CONSULTANT 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,.
0. Asbestos or Hazardous Substances
(1) If the PROFESSIONAL CONSULTANT encounters asbestos or
hazardous substances in any form: on the PROJECT, the
PROFESSIONAL CONSULTANT willl stop its own work in the of
portions of the PROJECT to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the PROFESSIONAL CONSULTANT to, assist in obtaining the
services of a qualified subcontractor to manage the remiediation activities
of the PROJECT.
P. Perm*lftlwng Authorities- Design Changes,
If permitting authorities require design changes so as to comply with
published design criteria and/or current engiineeri,nig practice standards
which the PROFESSIONAL CONSULTANT should, have been aware of at
the time this AGREEMENT was executed, the PROFESSIONAL
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C'ONSULTANT 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 puhlishedl after the date of this
AGREEMENT which, the PROFESSIONAL CONSULTANT could not have
been:, reasonably aware of, the, PROFESSIONAL, CONSULTA NT' shall notify
the CITY of such changes and an adjustment in compensation will be made
through an amendment to this AGREEMENT.
Q. Schedule
PROFESSIONAL CONSULTANT sh'all, manage the PROJECT in
accordance with the schedule developed per Attachment A to this
AGREEMENT.
Article V
Obill"Ilgati'ons, of the C'Ity
Amendments to Article V, if any, are included in Attachment B.
A. City-Furnished Data
PROFESSIONAL CONSULTANT may rely upon the accuracy, timeliness,
and completeness f'the information provided by the CITY.
B. Access to Facififies and Property
The CITY will make its facilities acclessibile to the PROFESSIONAL,
CONSULTANT as required for the PROFESSIONAL CONSULTANT'S
performance of its Services. The CITY will perform, at no cost to the
PROFESSIONAL CONSULTANT, such tests of equipment, machinery,
pipelines, and other components of the CITY'S facilities as may be required
in connection with the Services., The CITY will be resploinsible for all acts of
the CITY'S personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, thile CITY gill olMain,
arrange, and pay for all advertisements for bids; permits and licenses
required by local, state, or federal authorities lndi land, easements, rights-
of-way, and access necessary performance of the Services or the
PROJECT construction.
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D. Timely Rev*iew
the CITY will examine the PROFESSIONAL CONSULTANT'S Instruments
of Service, obtain advice of an attorney, insurance counsellor, accountant,
auditor, bond and, financial advisors, and other consultants as the CITY
deems appropriate; and render in writing decisions required by the CITY in a
timely manner in accordance with the PROJECT schedule prepared in
accordance with Attachment A.
E. Prompt Noti"ce
The CITY wild give prompt written notice to the PROFESSIONAL
CONSULTANT whenever CITY observes or becomes aware of any
development that affects the scope or -timing of the Services or of any defect
in the Services or the construction contractors' work.
F. Asbestos or Hazardous Substances Release,.
(1), CITY acknowledges PROFESSIONAL CONSULTANT will perform
part of the Services at the PROJECT, which may contain hazardous
materials, including asbestos, containing matelrilals, or conditions, and that
PROFESSIONAL CONSULTANT 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 PROFESSIONAL CONSULTANT
from any damage or liability related to the presence of such materials.
(2) The release requ,ired, above shall, not aplplly in the event the
discharge, release or escape of hazardous, substances, contaminants, or
asbestos is a result of PROFESSIONAL CONSULTANT'S negligence or if
PROFESSIONAL CONSULTANT brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all co!nlsitruction, contracts the provisions of
Article W.F. regarding, the PROFESSIONAL CONSULTANT'S, Personnel at
I
Construction Site, and provisions providing contractor indemnification of the
CITY and the PROFESSIONAL CONSULTANT for contractor's negligence.
H. Contractor Claims and Tyr d-Par ty Beneficiaries
(1l) The CITY agrees to include the following clause In alil contracts with
construction contractors and equipment or materials suppliers:
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"'C retractor. , subcontractors, and equipment and materials
suppliers, on the PROJECT, or their sureties, shall maintain,
no, direct action against the PROFESSIONAL
CONSULTANT, its officers,, employees, and
subcontractors, for any claim arising out of, in connection
with, or resulting from the englineering services performed,.
Only the CITY will be the beneficiary of any undertaking by
the PROFESSIONAL CONSULTANT.ff
(2) This AGREEMENT gives, no rights or benefits to, anyone other than
the CITY and the PROFESSIONAL CONSULTANT 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 PROFESSIONAL
CONSULTANT.
1. C'Ity's Insurance
(1) The CITY may maintain, property insurance on certain pre-existing
structures associated with the PROJECT.
(2) The CITY willl ensure that Builders Risk/Inistallation insurance is
maintained at the replacement cost value of the PROJECT. The CITY will,
upon, written request by PROFESSIONAL CONSULTANT, provide a copy of
the policy or documentation of such, on a certificate of insurance.,
(3) The CITY will specify that the Builders Risk./Ins,t all,ation insurance
shall be comprehensive in coverage appropriate to the PROJECT risks.,
J., L*Ifigafion Ass"Istance
The Scope of Services does not include costs, of the PROFESSIONAL
CONSULTANT' 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 PROFESSIONAL
CONSULTANT, this AGREEMENT shall be arriended or a, separate
agreement will be negotiated between the parties regarding those services
and the payment therefor.
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Changes
The CITY may make or approve changes within the general Scope of
Services, in this AGREEMENT. If such changes affect the PROFESSIONAL
CONSULTANT'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.
If the PROFESSIONAL CONSULTANT is required by the CITY to perform
services outside the Scope of Services ("Additional, Services"),
PROFESSIONAL CONSULTANT shall be compensated for -the Additional
Services on a time and miaterials basis. Such Additional Services and
compensation therefor shall be agreed to in writing and incorporated into this
AGREEMENT as an amendment.
ArUcle VI
General Legal Provisions
Amendments to Article VI, if any, are included in, Attachment B.
A. Authorl"zation to Proceed
PROFESSIONAL CONSULTANT shall be authorized to proceed, with this
AGREEMENT upon rece,lpt of a written Notice to Proceed from the CITY.
B. Deleted
C. Force Majeure
The n PROFESSIONAL CONSULTANT is not responsible for damages or
delay in, performance caused by acts of Giod, strikes, loc,kouts, accidents, or
other events, beyond the control of the PROFESSIONAL CONSULTANT
that prevent PROFESSIONAL, CON,SUL,TANT'S, performance; of the
Services..
D. Terml*natilon
(1) This AGREEMENT may be terminated only by -the City for
convenience on thirty (30) days written notice. This AGREEMENT may be
terminated by either the CITY or the PROFESSIONAL CONSULTANT for
cause if either party fails substantiallly,to perform through no fault of the other
and does not commence correction of such nonperformance with in five (5)
days of written notice and diligently complete the correction -thereafter.
(2) If this AGREEMENT is terminated for the convenience of the City, the,
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PROFESSIONAL CONSULTANT' will be paid for termination expenses as
follows..
Cost of reproduction of partial or complete Instruments of
Service;
b.) Out-of-pocket expenses, for purchasing electronic data files
and other data storage supplies or services;
ces',
c.) The time requirements, for the PROFESSIONAL
CONSU L,TANT'S personnel to document the work underway at the
time f'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
PROFESSIONAL CONSULTANT will submit to the CITY an itemized
statement of all termination expenses. The CI,TYS 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 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 PROFESSIONAL CONSULTANT'S personnel and subcontractors, and
PROFESSIONAL CONSULTANT'S compensation will be made.
F. Indemniffication
In accordance with Texas Local Government Code Section 271.904, the
PROFESSIONAL CONSULTANT shall indemnify and hold harmless 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 PROFESSIONAL
CONSULTANT or PROFESSIONAL CONSULTANT"'S agent, consultant
under contract, or another entity over which the PROFESSIONAL
CONSULTANT exercises control.
G. Assi'gnmenit
Neither party shall assign all or any part of this AGREEMENT without the
prior written consent of the other party.
H. Interpretabon
All, indemnifications and limit, tilon,s on liability in this AGREEMENT are
buis,iness, understandings between the parties and shall, apply to all the
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different theories of recovery, including breach of contract or warranty,, tort
including, negligence, strict, or statutory liability, or any other cause of actioni,
except for willful misconduct or gross negligence for limitations of liability and
sole negligence for indemnification. Parties, mean the CITY and the
PROFESSIONAL CONSULTANT,, and their officers,, employees, agents,
and si u b contractors.
1. Judsdi*cti'on
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.
i oil 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 u nenfoirc,eia bile
provision had never been contained herein. Articles V(F).jV(D)., Vl(D),
VI(F), VI(H)., and VI(l) shall survive termination of this AGREEMENT for any
cause.
K Observe and Comply
PROFESSIONAL CONSULTANT: shall' at all times observe and comply with
all federal and state law's and regulations and with all City ordinances, and
regulations which in any way affect this AGREEMENT and the Services
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.
PROFESSIONAL CONSULTANT 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.
L. Nofice
Any notice or request mentioned in this AGREEMENT shall be in writing and
may be effected by personal delivery in writing or by registered or certified
mail, return receipt requested, addressed to the proper party, at the following
C 00&Pon-Avu-I joe-i
A 114VI"" ""'PROF. CONS. Representative: JA-4
address.
CITY Representative-.
FWCC Assessment of 802,11 Wireless Data,Services(December 20131) Page 15 of 17
Moye Consulting
Article V11
Attachments, Schedules, and SlIgniatures,
'T'his AGREEMENT, including its attachments and schedules, constitutes the en�tire
AGREEMENT, supersedes, all pirIior written or oral understandings, and may only be
changed by a written amenidmient executed by both, parties. 'The following attachments
and schedules are hereby made a plairt of this AGREEMENT:
Attachment A - Scope of'Servi I ces, Compensation, and S,chedu�l:e
Attachment B -Amendments to Standard, Agreement for Professional Consultant
Services
Executed and effelctivIe this th -day Of 20
ATTEST.- CITY OF F'OR,T' W'ORTH.
77
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A 1000-N
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Fernando Costa
J.
C ity ec ''ar y tant Assis City Manager
S,
I
APPROVED AS TO, FORM, AN APPROVAL RECOMMENDED.
tj
By" By:
VV-.V;rTck m rve,At 6q?Douglas WOWiersig, PE
Assistant City Attorney Director, Transportation and
Public Works Department
Is Not, Reguir ESSIONAL CONSULTANT:
M&C Date: - —
Jan Moye, PMP
Principal
FWCC Assessment of 802.11 Wheless Data Services(December 2013) OFFICIALAgAMp
Mee Consulting
CITY SECRETARY
FTa WORTH, TX
uww
ATTACHMENT A- S PE OF SERVICES, COMPENSATION, SCHEDULE
Refer to the attached Moye Consulting L,LC letter dated December 26, 2013, subject..
Fort Worth Convention Center, FWCC Exhibit Hall and Annex it less Assessment &
Report,: Professional, Services Proposal. If any conflict arises, betty ee�n the
Attachm ents/Exh 1 bits and the Agreementj the terms of the Agreement shall control.,
ATTACHMENT B, - AMENDMENTS TO AGREEMENT
ONE
F'WCC Assessment of 802.11 wireiess Data Services(December 2013 Page 17 of 17
Moye Consulting
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December 26,2013
Mr.James D. Horner
2kssistant Facilities&Public Events Director
City of Foy Worth
Public Events De artt-nent.
120 l-Iou t+ n Street
Fort Worth,TX 76102
Re: Fort Worth Convention Center
FWCC Exhibit Hall and Annex e Wireless Assessment&Report
Professional Services Proposal
Dear ar... o e
t
Move 1.T. Consulting(NOYE)is lea ed t o present to the City of Fort Worth I M this 1-r a(.) al
for tee to� 'consulting services�a ��e:��ter with the� �e �e�t ���.l� :����data services at
the ' Worth Convention Center t Houston street Fart Worth.
`rexa . This a . s :.grit
Nvill evaluate the current third-patty wi- t system coverage and perft')rrnance as ell as RVCC's select
vendor application that operates over the network rl during theix er - ,nnu l event. Thank you
year much for this opportunity to solos our services,
These services are geographically l t:d to the foLlowing facilities only: Fart Worth Convention
Center Main Exhibit Hall and Exhibit/Annex JUL
1. REFERENCES
"I'he following documents further de e or clarify the scope of project,and are incorporated by,this
reference.
FWCC-Floorplan c lor-flnal..,pd f
f
Wherever this letter contradicts the reference documents,this letter:shall supersede.
This roposal.is for services addressing the following technology systems.
802.11 x (Wireless Data W-Fl .
3. PREDECESSOR PROJECTS
Coin trtrction of this project scopeis scope dependent upon the successftil prior completion of the
following enabling projects. These enabling projects are not included in this proposed scope.
none
December 2 ,2013 P t cif"3 City offort Worth,F'WC C
Mp
i. L�': P."Y sM.� � �..�.�. P � W ro�'�.''� 'S �'�'I °'� P�� w�1 T ..,ter;y�.. .,. 'f �'�, , x��,. ark y.
A � �,�.onstrlli" rg 14,�',r�C rp or�cv Drive,,��r,rte. 1(0, b v ing, Te.xa�:7 03 9 887J.155 ������..r�ac��y,r����������?g roltl
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4. SCOPE QF 5E,RVICES
Assessment and reporting services will include the fi llr wl,119 acttvitie ,
1. Conduct one meeting g vidi third party vendor[Smart C.ity Neovvo.rl ] to coordinate existing
Nvireless system provisions,deterrnine and document reqtuixements supported by the
network,review design criteria and as-1 M i t documentation,et al.
2* Conduct one meeting with third pa-rty vendor[Nation's let Sports] to discuss virele
applications utilized during events,gather coverage and performance requirements,et al,
I Perfosm 1-day,det.fled Wireless system survey during off-peals ho-L to document x ent ba e Mie
wireless system coverage and performance.
4. Perform day detailed wireless system s urvey during peals e vent hours to document,wireless
system coverage and performance,ce,i:ncludin documentation er tation of any system de -adat.i:n
factors found(rogue AP's,collisions,etc).
5. Prepare draft rep+ rt of fin(l�g ,Sul-Vey documentation,and system reconunendations,
including cost opinion for any solution cost elements assumed to he responsibility ility of City,
+ . Conduct one meetingwith City stakeholders to present the draft report and gather
comments.
7. Incorporate City feedback and prepare fwal report..
8. Conduct one meeting to present final report.
a
5. !:E!QIINICAL ASSUMPTION ,
1. p and as ess c t report only. These services may be
Services are provided for wireless survey ,
expanded to include additional physical infrastructure and/or network electronics tc:
expand/enhance syste° perfor-nance if found to be re lured. A proposal for expanded
services is available upon re ue t,
6. AD TNISTRATIVE A�&MP IONS
Travel to City office and project site is included.
2.. City to provide keys,,or properly credentialed escort,as necessary to gain access to all -
scope spaces.
3. Deliverable documents will he provided in 1-ardcopy 3 report copies)and electronically,
.Additional report copies are available at cost.
4. Work will he performed'under the oversight of a BICSf Registe-red Communications
Distribution:C esi xer CDE-) .
5. l artici. at on in meetings,site visits and construction adIrninistration activities is services
limited to the;hours budgeted in the Task Breakdown Worksheet.
6. Review and i�rint cycles beyond those outlined in the scope of services may be considered
additional services.
7. Any fees ie for pern-Littit-g not listed hetein are excluded.
8. Any dra vings included in report:will be developed is n AuttoDesk AutoCad 2013 or AutoDesk
Revit 2013 at our d seret.i n, i inless otherwise agreed to prior to commencement of work.
". Any systems not listed in Section 1 above are explicitly excluded.
7. SCHEDULE
December 26,2013 p 2 4 City of Fort Worth,FWCC
'. .7' Ce)nsidfi {.' 2. Coipo.wle V-. l e A" A,, 0 -O '' T..l, '7-51,03''-917-1,387,5555--
proposal This performance period,
atr.notice to proceed.
8. SMALL BUSI
For the benefit of our public sector chents Moye ConsWt. n,. t s D E certifications with
many local,state and federal.agencies. Certification doct. n t are available upon request.
9. FEE
For t o:Soaps and performance period outlined hetein,MOYE proposes a &Ked price contract
a ou tit:of x ,„5 0. .
'"h anl you very in-Lace for this oppotturi.ty Should you iaave ariy questions please feel free to cad me
b
at 9 72.887.5550 office diet,or 972,740.6693 call,
Best regards,
Jan :tae PMP
Pr� a1
December 26,0 201 3 3 o'3 City of of-t Worth,F'�WCC
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