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HomeMy WebLinkAboutContract 45354 ,CITY SECRETARY CONTRACT NO* CITY OF FORT WORTH, TEXAS STANDARD AGREEMEN FOR ENGINEERING RING RE TED DESIGN SERVICES This AGREEMENT is between, the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Summit Consultants, Inc., Authorized to d o business in Texas t "EN'GI'NE R"), for a PROJECT generally described ,as: Troubleshoot, Diagnose,, lnd Provide Operational Guide and Report on the Heating Ater Distribution System for the Fort Worth Convention Center. Article i Scope of Services A. Scope of Services is set forth in Attachment,A. Article 11 Compensation A. The ENGINEER'S compensation ($9,600-00) is set forth in Att lchmennt A. Article iii Terms of Payment Payments to the ENGINEER ill be made as follows; A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment A to this AGREEMENT to reasonably substantiate the invoices, (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices are due and payable within 3,0 days of receipt. (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 find X invoice. (4)M In the event of a disputed or contested billing, only that portion se contested will be withheld from payment, and the uinldisp ted portion will be paid. The CITY il will r���� reasonableness in contesting an hill or exercise, portion,, thereof. e interest mill accrue on an contested portion of the p � FWCC Existing Heating Water System aiaginosis wanuuary 2014) Page 1 of 16 Summit Consultants, Inc. bi'll'ing until mutually resolved,. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 6O days of the amount due, the ENGINEER may, after guying 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 B. 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 eimpilolyed 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 Invesfigations, (1) the ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results, of carne. Such surveys, tests, and investigations shall be furn,ished 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 investigat,ions, have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground cond'iti'ons may occur that could, affect the total, PROJECT cost and/or execution. FWCC Existingi,Heating Water Systemi Diagnosis(January 201,4), Page 2 of 16 Summit Consultants, Inc. These conditions and cost/execution effects are not the respons,ibility of the ENGINEER. D. Preparation of E,ng*lneerl*ng Draw'ings 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 CIT ', which shall become the property of the CITY. CITY may use such drawing's in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other thane the, PROJECT described herein. E. Eng'Ineer's Personnel at Construct n Si'lite (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,1 and do not relieve the construction contractors or any other entity of their oibiligrations, duties, and responsibilities, including, but not limited to, all construction methods,1 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 personnell 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 precaution�s., (2,), Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to ! determine in, general, if the work on the PROJECT is being i n a ng performed' 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 I services set forth in the Scope of Services, the ENGINEER shall be entitled FWCC Existing Heating Water System Diagnosis(January 2014), Page 3 of 16, Summit Consultants, Inc. I- io rely upon such certification to establish materials, systems or equipment i and performance criteria to be required iin the Contract Documents. F. O p[n nancial Consideratio , and Schedules, *on s of Pr o bable Cos t,,, F ii ns (1) The ENGI'1 EER shall provide opinions of probable costs based on the current avai�labile, information at the time of preparation, in accordance with Attachment A. (2) In providing opini'on�s, of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT,1 the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may aff ect 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 ENGI�NEE,R'S opinions, analyses, projections, or estimates. G. Construct"lon Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGIN R' nowledge,, 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 exarninations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance, with the Contract, Documents; that the final work will be acceptable in all respects* that the ENGINEER has made an examination to ascertain how or for what purpose the, construction contractor has used the moneys, paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens claims security interests, or encumbrances" or that there are 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 informal-ion compiled and furnished by others,, and may not always, represent the exact location, type of various components, or exact manner in is the PROJECT was finally constructed. The ENI�GINE,ER is not FWCC Existing Heating Water System Diagnosis(Janulary 20,14) Page 4 o 16, Sr rnmit Consultants,$ Inc. responsible for any errors or omissions in the information from others that is incorporated into the record drawings., I. Small Business Enterprise (SBE) PartiGipaltion! This paragraph does not apply to this agreement. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years of 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 compliaince with the provis,ioins, of this section. The CITY shall give ENGINEER reasonable advance notice of intended, audits. (2) ENGINEER further agrees to include in all its subcontractor agreements hereunder a provision to, the effect that, the subcontractor Agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the, right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subic ntract, and further, that the CITY shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3), hereof., CITY shall give subcontractor reasonable advance notice of intended audits., (3), EN INEER and subcontractor agree to p,hotocopy 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 I Administrative Code in effect as of the time copyingi, is performed. �K. [nsu�rance (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 $2,0X00,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECTor location., Page 51 of 16 FWCC Existing Heating Water Systerni Diagnosis(January 20114) Summit Consultants, Inc. 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 selif' 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/compileted operations,l contractual, personal injury, or advertizing injury, which are normally contain�ed within the policy, unless the CITE" approves, such exclusions, in wri't,in �. 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 liniqlit of not less, than $1,000,000 each accident, Such insurance shal cover liability arising out of 9(any cult "'1 including owned, hired, and non-owned 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 tothe 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 $100,0�00.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGII�NiEER waives all rights against the CITY and its agents,, officers,1 d�irectors and employees for recovery of d�amages 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. FWCC Existing Heating Water System Diagnosis wanuary 2014) Page 6 of 16 Summit Consultants, Inc. d. Professional Liabiiil�ity — the ENGINEER shall maintain professional liability, a claims-ma,de ploilicy, with a minimum of $1,0001,000.00 per claim and aggregate. The, ploilicy 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 i,nsurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (21) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidenc,ing that the ENGINEER has obtained all required insurance shall be delivered to, the CITY prior to, ENGINEER proceeding with the PROJECT. I hi. 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 as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage 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 requi�rements. e. A minimum of thirty (30) days notice of cance latioln or material change in coverage shall be provided to the CITY. A ten (10) days notice s,h:al,l be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto ENGINEER'S insurance policies. Notice shall be sent to the respective, Department Director (by name), City of Fort Worthy 1000 Throe kmorton, Fort Worth; Texas 76102. f. Insurers for all poilicies, 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. 1 Best Key Rating Guide or have reasoniably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $,2,5, 00.00 that would change or alter the requirements herein is subject to approval by I 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, ma,inta,ined through insurance pools or risk retention groups. Dedicated FWCC Existing Heating Water,system Diagnosis(January 2101114) Page 7 of 16 SUMM11it Consultants, Inic. financial resources, or letters of credit may also be acceptab�l to the CITY. h. Applicable policies shall each be endorsed with a wa�iver of subrolg�ation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring : i expense, to review the ENGINEER'S insurance policies including endorsements thereto, and, at the CITYS 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 ced-ificate 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 corrimencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. 1. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. m. 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 subcontractors maintain!: insurance coverage; ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independen�'t Enlg*ineer The ENGINEER agrees to perform all services as an independent ENGINEER 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, i�ncluding personal financial interest, direct or indirect, in property abutting the proposed PROJECT and buus,iness relationships with abutting property cities. The ENGINEER further acknowledges that it will make, disclosure in waiting of any conflicts of interest that develop subsequent to the signing of this contract and prior to, final payment under FWCC Existing Heating Water System Diagnosis(January 2014) Page 8 of 16 Summit Consuitants, Inc. the contract. No Asbestos or Hazardous Substances (1) If asbestos or hazardous sub�stances 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. 0. Permitting Authorities - Design Clianges i If permitting authorities require design changes so as to comply with published design criteria and/or current engineering, practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are, published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P., Schedule ENGINEER shall, manage the PROJECT in accordance with the schedule developed per Attachment A to, this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment B. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities are Property The CITY will make its facilities accessible to the ENGINEER as required FWCC Existing Heating Water System Diagnosis(January 2014) Page 91 of 16 Surnmit Consultants, Inc. 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 comp name of the CITY'S facilities as may be reqluired in connection with the ENGINEER'S services. The CITY will be responsible for all acts of the CITY'S personnel. C. Adverfisemeints, 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. T'Imely Review The CI'TY will examine the, ENGINIEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents* obtain advice of an attorneyy insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment A. E. Pr ,m Nofiice 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 liablility 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. FWCC Existing Heating Water system Diagnosis(January 2014) Page 10 of 16 Summit Consultants, Inc. Contractor Indernnification and Claims I The CITY agrees, to include in all construction contracts the provisions of Article IV.E,. regarding the ENGINEERS Personnel at Construction site, and provisions providing, contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Cla"ims, and Thilrd-Pa eneficl"arl'es (1) The CITY agrees to include the following clause in all contracts with construction clontrac,tors 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 engineeri,ng services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters, into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third party beneficiary rights under this Agreement. (4) Nothing contained in this section V.Hi. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. 1. Colty's Insurance (1) The CITY may maintain property insurance on certain ire-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. Lifigafion Ass*lstan(;e The, Scope of Services does not include costs of the ENGINEER for FWCC Existing Heating Water System Diagnosis(January 201 4) Page 11 of 16 Summit Consultants, Inc. required or requested assistance to support,, prepare, document, bring, defend, or assist in Mitigation 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 aidjustment will be made through an amendment to this AGREEMENT with appiropriate CITY approval. Article V11 General Legal Provisions Amendments to Article VI, if anyy, are included in Attachment B. A. Authorizafilon to Proceed ENGINEER shall be authorized to proceed wilth 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 el'ectroinic form, are instruments of service for this PROJECT, whether the PROJECT is colmpileted 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 gill be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. Cal Force Macre 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 FWCC Existing Heating Water system Diagnosis(Janivary 2014), Page 12 of 16 Summit Consultants, Inc., lir (",onvenience on 30 d�ays' written notice., This AGREEMENT may be _1 terminated by either the CITY or the ENGINEER for cause if either party fails, substantially to perform through no fault of the other ands 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- if-pi ocket expenses foir purchasing electronic data files and other data storage supplies or services-, c.) The time requirements for the ENGINEER's personnel to document the work underway at the time of the CITYS 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 i'tem,ized 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 olf' thie ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an eqluit,able 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 271.904,1 the ENGINEER shall indemnify, hold harmless, and defend the CITY aga,ins,t liability for any damage caused by or resulting, from an act of negligence, intentional tort, intellectual property infringement, or failure to per 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. Assigin,menit Neither party shall assign all or any part of this AGREEMENT without the FWCC Existing Heating Water Systern Diagnosis,(JanUary 2014) Page 13 of 16, Summit Consultants, Inc., 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 siolile negligence for indemnif'ication. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors,, in JuHsdictil'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. J. Severabifity and Survival If any of the provisions contained, in this AGREEMENT are held for any reason to be invalid, illegiall, or unenforceable in any respect, such invalidity, illegality, or unenforceabillity will not affect any other provision, and this AGREEMENT shall be, cons-trued 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 observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way aff ect this AGREEMENT and the work hereunder, and shill observe and comply with all orders, laws ordinances and regulations, which may exist or may be enacted later by governing boldlies 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,1 agents and employees, from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whetherit be by itself or its employees. Article V111 Attachments, Schedules, and Signa-tures This AGREEMENT, including its attachments and schedules, constitutes the entire FWCC Existing Heating Water system Diagnosis(January 2014) Page 14 of 16 summit consultants, Inc. AUKEEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schediull,es are hereby made a part of this AGREEMENT: Attachment A - Scope of Services, Compensation, and Schedule Attachment B - Amendments to Standard Agreement for Engineering, Services, 20 Executed and, effective this the day of ell CITY OF FORT WORTH: ATTEST: On By- By'. AV r Fernando Costa Mary J. Kay" 0 City Secreta Assistant City Manager 0 00 APPROVED AS TO FORM L APPROVAL RECOMMENDED. B y. IIAA y Li B , 7k V_ Ar Douglas Wiersig, PE Assistant City Attorney Director, ransportation and Public Works Department M&C No M&C Not Reg,uired ENGINEER: M&C Date,: Y' r r tt S., Brov(K PE Principal FWCC Existing Heating Water System Diagnosis(January 2,014) Page 15 of 16 Summit Consultants, Inc. ATTACHMENT A, - SCOPE OF SERVICES, COMPENSATION, SCHEDULE Refer to the attached Summit Consultants, Inc. letter dated January 29, 20147 subject- Fort Worth, Convention Center - Troubleshoot, Text, Balance, and Commission Facility Heating Water distribution System. If any conflict arises between the Attachments/Exhibits and the Agreement, the terms, of the Agreement shall control., ATTACHMENT B; - AMENDMENTS TO AGREEMENT NONE, FWCC Existing Heating water System Diagnosis(January 2014) Page 16,of 16 Sum it consultants, Inc. S U M C ON, S U LTANTS , INC . Mr. James D. Horner January 29, 2014 Fort Worth Convention Center 1201 Houston Street. Fort Worth, Texas 76102 Re. Fort"'worth Convention Center Troubleshoot, Test, Balance, and Commission Facility Heating Water Distribution System Mr. Horner: S arnrnit Consultants, Inc. Summit is pleased to offer the following proposal for the provision of professional engineering services for the referenced project.. BASIC SERVICES: Summit will troubleshoot and diagnose operational issues with the heating water distribution stern at the Fort ' "worth Convention Center. The heating "water distribution system includes, 5 pumped "loops" distributing heating water to 101 air handling units and 115 V V reheat bores. The system has exhibited distribution problems recently that include water hammering and inadequate heating water distribution. Consulting engineering services and deliverabklos will include. • Review of existing heating water distribution mechanical and control sterns conditions. • Provide deficiencies report • Provide test,, balance and commissioning services for the heating water distribution system. Ensure control systems function properly and heating distribution is, balanced across the b distribution loops • Provide operational guide and system description for the heating water distribution system. Review with FWCC facilities staff. • Provide final report. Summit Consultants, Inc. will be paid the following stipulated Burns COMPENSATION FOR ENGINEERING SERVICES.: PHASE AMT. DUE Basic Services $92600.00 It this proposal moots with your approval please issue a Purchase Order with standard terms and conditions for the City of Fort Worth. Sincerely, Summit Consultants, Inc e Principal