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HomeMy WebLinkAbout064408 - Construction-Related - Contract - Freese and Nichols, Inc.CSC No. 64408 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and Freese and Nichols, Inc., authorized to do business in Texas ("Consultant"), for a project generally described as: Emergency Repair of 39in Sanitary Sewer Main (M-244A) Breaks ("Project"). Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to $ 80,000.00 ("Contract Amount") in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 1 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Emergency Repairs M-244A the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership orjoint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 2 of 9 Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. Article VIII Force Majeure City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 3 of 9 working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to 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 or its subcontractor(s). Article XIII Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 4 of 9 SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XIV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Agreement shall be construed in accordance with the laws of the State of Texas. Article XV Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVI Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Chris Harder, P.E. City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 5 of 9 Water Department 100 Fort Worth Trail Fort Worth, Texas 76102 Consultant: Freese and Nichols, Inc. Attn: Nicholas Lester, P.E., Vice President 801 Cherry St. Suite #2800 Fort Worth, TX 76102 All other notices may be provided as described above or via electronic means. Article XVIII Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 6 of 9 Article XIX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XX Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Article XXI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. Article XXI City of Fort Worth, Texas Emergency Repairs M-244A Standard Agreement for Professional Services Revision Date: August 18, 2025 Page 7 of 9 Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation Attachment C - Changes to Agreement Attachment D - Insurance Requirements Duly executed by each parry's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH �v Jesica McEachem Assistant City Manager Date: 12/04/2025 BY: CONSULTANT Freese and Nichols, Inc. I v l c/.d�o,7 d� Nicholas Lester, P.E. Vice President Date: 11/21/2025 R ATTEST:A �oF cgt�4aa w$ , d Jannette Goodall d°aa. 8+do � City Secretary �agn000�6��a APPROVAL RECOMMENDED: Christopher Rardor By: enriawnh:r Hamer NO 21.20s oase:uem Chris Harder, P.E. Director, Water Department Cg&Fc WoM.Te> OFFICIAL RECORD EmeBenr ReP imM-2MA siaaan Agree Wr�mM ice Rcw run Date: Aaga 1e.2m CITY SECRETARY Page 9 a FT. WORTH, TX APPROVED AS TO FORM AND LEGALITY M&C No.: N/A By: Douglas Black (NW zc, zR:s 15:51:31aTl M&C Date: N/A Douglas W Black Sr. Assistant City Attorney Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. To. Si%2eP� To Sholola, P.E. Project Manager Cq&FC WoM,Terms Emergenry Repairs M-2MA SlapaJ AgreemaR lm Flde ImMl ice R mn Cale: Mgm 18, 2g P ]e 9 al9 DESIGN SERMU FOR Emergency Papaim d 3an Sanitary Sewer Mein (W2W) Brent® CRY PROJECT NO.. TBD ATTACHMENT A Scope for Engineering Design Related Services for Water and/or Sanitary Sewer Improvements DESIGN SERVICES FOR EMERGENCY REPAIRS OF 391N SANITARY SEWER MAIN (M-244A) BREAKS 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. WORK TO BE PERFORMED Provide design services for emergency repairs of Sanitary Sewer Main (M-244A) breaks. See attached I.O.0 dated November 17,2025. Ckot FoNwoM,Taxm ANachr A ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Water Dept. Fees Prime Consultant $ 80,000.00 Proposed MBE/SBE Sub -Consultants $ $ TOTAL $ Non-MBE/SBE Consultants $ $ $ TOTAL $ GRANDTOTALI $ 80,000.00 Project Number & Name Total Fee MBE/SBE Fee MBE/SBE Emergency Repair of 39in Sanitary Sewer Main (M- $ 80,000.00 $ - 244A) Breaks City MBE/SBE Goal = N/A Consultant Comitted Goal = N/A INTEROFFICE MEMO Date: November 17, 2025 To: Jesica McEachern, Assistant City Manager From: Chris Harder, P.E., Water Director Subject: EMERGENCY REPAIR- 394NCH SANITARY SEWER (M-244A) MAIN BREAKS AT TWO LOCATIONS NORTH OF E. LANCASTER AVENUE IN THE CITY OF ARLINGTON In mid -October of 2025, Water Field Operations crews discovered breaks and severe structural deficiencies on M-244A (at the locations shown on the attached exhibit), a city of Fort Worth sanitary sewer main located within City of Arlington limits. It is necessary to conduct emergency repairs at the locations in question, in order prevent total collapse and avoid consequent sanitary sewer overflows unto surrounding properties, during the next heavy rain event. This memo is submitted to inform the City Manager's Office and the City Council that, pursuant to the emergency authority found in Chapter 2, Article 1, Section 2-9 of the City's Code of Ordinances, the Water Department will initiate emergency procurement of the following contractor and consultant for the services and costs as indicated below to perform emergency repairs at both locations. Water Field Operations Crews are not able to conduct repair work of this magnitude. • Jackson Construction, LTD (Emergency water main replacement: $700,000.00) • Freese and Nichols, Inc. (Engineering Design $80,000.00) The contracts and work will be billed on a task order basis. The total of the contracts is estimated to be $780,000.00. The Water Department will coordinate with City of Arlington since this City of Fort Worth sanitary sewer main is located within City of Arlington limits. Waiting to bid and award a contract to perform this work is not the best interest of the health and safety of the City of Fort Worth. In addition to the citations, above, Section 252.022 of the Local Government Code exempts from normal bidding requirements expenditures that are necessary to preserve or protect public health or safety of the municipality's residents and procurements necessary because of unforeseen damage to public machinery, equipment, or property. M&C(s) will be circulated to ratify the above contracts after the work has been performed. APPROVaROR EMEpRQEDICY PROCUREMENT: 2044k rtarder Recommended: b— ChrisH�aaarr,pdd�eerr�,, P..E., Director, Water Department Approved astoform and Legality: g6,C0�- oousissBlack (Nov 1e,m2509,0:03csp Douglas W. Black, Sr. Assistant City Attorney Approve: � 17, mss M20:71rsu Haven Wynne, Chief Procurement Officer, Purchasing 11/17/2025 Approve: Jeden McEachern, Assistant City Manager FART WORTH Key 1011512025 o � Sewer Wan IOC r�O8" } - Wafer Main V � Storm Main cc rRiRKE scrrraF FoarwoRrn v�uurEoR¢eo ResRooue+w.snuannov oa Defect Poinis +XPuc.e�E vsv% nnsoA.Aa*oae­OR �rsr� 41rich pipe EUlE50.fEArROW®FOR EfIGiRFFJWrPYRP0�8 Qi WARFGIE i ➢ FROiE5510EYLLWO&'EY'OR. SEE CRY OF FORTWOFRXASYJE�SEp 1�RGH59tln ftl! niEAccuwELr or suo — m.... Add to the IOC . Manhole Defect FORT WORTH Key 1011712025 �- Sewer Mian IOC 66611 )1---- Water Main 21, Storm Main omrumrteRr of FOR*woRn+ RIIEo RCRao�.cmR �sAinnu*n*+or Defecl Points w+s eo FORrcRW1CLY 1toRE6LYAigN a«u ^a.c�R.c*is w.m � rr� 4lnch pipe win vRoou[LO FOR Enf.�REEf�G PMPOSES QR BrAREGI5IERFL 0Ni1 Add Wthe IOC Manhole Defect City Easement FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Freese and Nichols, Inc. Subject of the Agreement: Emergency Repair of 39in Sanitary Sewer Main (M-244A) Breaks M&C Approved by the Council? * Yes ❑ No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ® No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ® Ifonly speck information is Confidential, please list what information is Confidential and the page it is located. Pages 12 and 13 Effective Date: Expiration Date: N/A If diereni from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ® No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.