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HomeMy WebLinkAbout025031 - Construction-Related - Contract - Downtown Fort Worth, Inc. (DFW, Inc.)CITY SECRETARY CONTRACT NO. STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § That the City of Fort Worth, a municipal corporation situated in Tarrant County, Texas, acting herein by and through, Mike Groomer, its duly authorized Assistant City Manager, hereinafter called "CITY", and Downtown Fort Worth, Inc., hereinafter called "DFW, Inc.", do enter into the following agreement. WITNESSETH That for and in consideration of the mutual covenants and agreements herein contained the parties hereto do hereby covenant and agree as follows: ARTICLE I SERVICES Section 1. CITY hereby contracts with the DFW, Inc., as an independent contractor, and the DFW, Inc., hereby agrees to perform the services herein described with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: Section 2. The services to be performed by DFW, Inc., shall include the scope of services listed in Exhibit "A" attached hereto, incorporated herein and made a part hereof for all intents and purposes. The professional services set out herein are with the following services: Downtown Fort Worth, Inc., is providing technical assistance to the Bicycle Parking Project by identifying contacts in the downtown area, meeting with businesses, parking garage management, and others to locate parking facilities, and working with construction crews to guarantee correct installation. ARTICLE II PHASES AND SCHEDULES The work for the Fort Worth Bicycle Parking Project shall be completed according to the schedule in Exhibit "B". ARTICLE III COMPENSATION A. The DFW, Inc., shall be compensated as described in Exhibit "C" a total lump sum fee of $7,500.00 for the services described in Exhibit "A" for all labor, materials, supplies, and equipment necessary to complete the services. B. It is understood that this agreement contemplates the full and complete services for this project including any and all changes necessary to complete the work as outlined in the scope of services. Nothing contained herein shall be construed as authorizing any additional fees for services to provide complete plans, specifications, easements and permits necessary for the successful completion of I CITY C1Y I L xj this project. The DFW, Inc., acknowledges by the execution of this contract that such contingencies as may be deemed necessary and proper have been included in the basic fee. ARTICLE IV COORDINATION WITH OWNER The City shall make available to the DFW, Inc., for use in performing services hereunder all data in the City's possession relative to the project. ARTICLE V PROGRESS REPORT The DFW, Inc., shall submit monthly progress reports to Sharia J. Marks, Project Manager, Transportation and Public Works. ARTICLE VI TRANSFER OF CONTRACT The DFW, Inc., shall not assign, sublet or transfer, in whole or in part, its interest in this agreement without the prior written consent of the City. ARTICLE VII TERMINATION OF CONTRACT Section 1. The City may terminate this contract at any time for convenience or for any cause by a notice in writing to the DFW, Inc. Upon receipt of such notice DFW, Inc., shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials, in connection with the performance of this contract and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this contract. Section 2. If the City terminates this contract under the foregoing Section 1, the City shall pay DFW, Inc., a reasonable amount for services performed prior to such termination, which payment shall be based upon the payroll cost of employees engaged on the work by DFW, Inc., up to the date of termination of the contract and for subcontract and reproduction in accordance with the method of compensation stated in Article III hereof. Section 3. All completed or partially completed reports prepared under this contract, including the original drawings, shall become the property of the City when the contract is terminated, and may be used by City in any manner it desires, provided; however, that the DFW, Inc., shall not be liable for the use of such drawings for any project other than the project described in this contract. -2- ARTICLE Vill SUCCESSORS AND ASSIGNS The City and DFW, Inc., each bind themselves, their successors and assigns, to the other party to this Agreement and to the successors and assigns of each other party in respect to all covenants of this contract. ARTICLE IX INDEPENDENT CONTRACTOR DFW, Inc. covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City; DFW, Inc., shall have exclusive control of and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between the City and the DFW, Inc., its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between the City and DFW, Inc. ARTICLE X DISCLOSURE By signature of this contract, the DFW, Inc., warrants to the City of Fort Worth that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed project and business relationships with abutting property owners. The DFW, Inc., further warrants that it will make disclosure in writing of any conflicts of interest which develop subsequent to the signing of this contract and prior to final payment under the contract. ARTICLE XI INDEMNITY AND INSURANCE • Approval by CITY of this agreement shall not constitute or be deemed to be a release of the responsibility and liability of the DFW, Inc., its officers, agents, employees, and subcontractors for the accuracy and competency of the services performed under this agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed. to be an assumption of such responsibility and liability by City for any negligent act, error or omission in the performance of DFW, Inc.'s, professional services or in the conduct of the duties listed in the scope of services listed in Exhibit "A". The DFW, Inc., shall indemnify and hold the City and all of its officers, agents, servants, and employees harmless from any loss, damage, liability or expenses, on account of damage to property and injuries, including death, to all persons, including but not limited to officers, agents, or employees of the DFW, Inc., or subcontractors, and all persons performing any part of the work and improvements which may arise out of any negligent act, error or omission in the performance of the DFW, Inc.'s, professional services or in the conduct of the scope of services listed in Exhibit "A'. The DFW, Inc., shall defend at its own expense any -3- suits or other proceedings brought against the City and its officers, agents, servants, and employees, or any of them on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith, provided and except, however, that this indemnification provision shall not be construed as requiring DFW, Inc. to indemnify or hold City, or any of it's officers, agents, servants, or employees harmless for any loss, damages, liability or expense, on account of damage to property to injuries to persons caused by defects or deficiencies in the information furnished DFW, Inc., by City. Without limiting the above indemnity, the DFW, Inc., shall provide to City a certificate of insurance as proof that the DFW, Inc., has obtained a policy of comprehensive general liability coverage (occurrence basis) with carriers acceptable to City covering all risks relating to the services to be performed under this contract, by the DFW, Inc., its subcontractors and consultants, such insurance to be in at least the following amounts: Bodily Injury Liability Property Damage Liability Contractual Bodily Injury Liability Contractual Property Damage $250,000 Each Person $250,000 Each Occurrence $300,000 Each Occurrence $250,000 Each Person $500,000 Each Occurrence $300,000 Each Occurrence The DFW, Inc., shall not commence work under this Contract until it has obtained Professional Liability Insurance as required hereunder and such insurance coverage has been approved by the CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. All insurance coverage shall be maintained until City acceptance of the project and shall not be canceled without prior written notice to the City. In this connection, upon the signing and return of this Agreement by the DFW, Inc., a Certificate of Insurance shall be furnished to the City as evidence that the insurance coverage required herein has been obtained by DFW, Inc., and such certificate shall contain the provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to CITY. DFW, INC., shall notify CITY within ten (10) days of any modification or alteration in such Professional Liability Insurance. ARTICLE XII MINORITY AND WOMAN BUSINESS ENTERPRISE (MIWBE) PARTICIPATION In accord with CITY of Fort Worth Ordinance No. 11923, the City has goals for the participation of minority business enterprises and woman business enterprises in City contracts. DFW, Inc., acknowledges the MIWBE goal established for this contract and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by DFW, Inc., may result in the termination of this agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. -4- ARTICLE XIII RIGHT TO AUDIT A. DFW, Inc., agrees that City shall, until the expiration of three (3) 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 DFW, Inc., involving transactions relating to this contract. DFW, Inc. agrees that City shall have access during normal working hours to all necessary DFW, Inc., facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. B. DFW, Inc., further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontracting consultant agrees that the 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 subconsultant, involving transactions to the subcontract, and, further, that City shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection hereof. CITY shall give the subconsultant reasonable advance notice of intended audits. ARTICLE XIV AGE In accordance with the policy ("Policy") of the Executive Branch of the Federal Government, DFW, Inc., covenants that neither it nor any of its officers, members, agents, or employees engaged in performing this contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, will discriminate against persons because of their age except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. DFW, Inc., further covenants that neither it nor its officers, members, agents, or employees, or persons acting on their behalf, shall specify, in solicitation or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. DFW, Inc., warrants it will fully comply with the Policy and will defend, indemnify and hold City harmless against any and all claims or allegations asserted by third parties or subconsultant against City arising out of DFW, Inc., and/or its subcontractors alleged failure to comply with above referenced Policy concerning age discrimination in the performance of this agreement. ARTICLE XV DISABILITY In accordance with the provisions of the Americans with Disabilities Act of 1990 ("ADA"), DFW, Inc., warrants that it and all of its subconsultants will not unlawfully discriminate -5- on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or current employees of DFW, Inc., or any of its subconsultants. DFW, Inc., warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold City harmless against any claims or allegations asserted by third parties or subconsultants against city arising out of Engineer's and/or its subconsultant's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. ARTICLE XVI VENUE -LAW Venue of any suit or cause of action under this contract shall lie exclusively in Tarrant County, Texas. This contract shall be construed in accordance with the laws of the State of Texas. IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be signed in quintuplet in its name and on its behalf, by its Assistant City Manager and attested by its City Secretary, with the Corporate Seal affixed; and the DFW, Inc., also has properly executed this instrument in quintuplet copies each of which is deemed an original. EXECUTED in the City of Fort Worth, this day of A.D. 19 CITY OF FO WO TH ATTEST: By: +^� By: Ike Groomer loria Pearso Assistant City Manager City Secretary APPROVED AS TO FORM AND LEGALITY � v Gary Stei erger Assistant City Attorney Contract Authorization Date DEVERO -6- APPROVAL RECOMMENDED: A. Malanga, P.E., Director artment of Transportation and Public Works By: Kenneth Devero, President Downtown Fort Worth, Inc. FORT WORTH BICYCLE PARKING GRANT EXHIBIT "A" Item 1 Bicycle Parking Racks on Public Sidewalks Downtown Fort Worth, Inc., will schedule meetings with interested groups of 8 to 10 people to discuss preliminary site plans for the Bicycle Parking Racks on Public Sidewalks. DFW will meet with these groups and review with them rack specifications and other data. NCTCOG will develop bicycle information presentation and will meet with interested groups of 10-12 identified by the City of Fort Worth. In addition they will meet with these groups and will track demand of installation and review bike specifications with interested parties. DFW, Inc., will work with interested groups to approve both a rack design and locations. DFW, Inc., will also visit construction sites with installation crews. Item 2 Bicycle Parking at Private Businesses DFW, Inc., will develop a list of businesses, parking garage managers to contact for bicycle parking, primarily lockers with some racks. They will meet with interested businesses, and review bike parking specifications with interested contacts. -1- EXHIBIT "B" DOWNTOWN FORT WORTH. INC. Fort Worth Bicycle Parking grant Site Preparation Activities Item I: Bicycle Parking Racks on Public Sidewalks Phase 1: Develop preliminary site plans • Develop bicycle information presentation.................................................................NCTCOG • Finalize list of interested groups (8-12).................................................................. City of FW • Schedule meetings with interested groups in the CBD ............................. Downtown FW, Inc. • Schedule meetings with interested groups outside the CBD.................................. City of FW • Coordinate rack sites with FWTA services............................................................. City of FW • Meet with interested groups (8-12) ........................................Downtown FW, Inc. & NCTCOG • Track demand for rack installation............................................................................NCTCOG • Review bike rack specifications with interested parties ........ Downtown FW, Inc. & NCTCOG Phase 2: Develop detailed construction. plans • Sponsor one official public meeting at City Hall ......................................................City City of FW • Work with interested groups to approve a rack design ..........Downtown FW, Inc. & NCTCOG • Work with interested groups to site racks .............................. Downtown FW, Inc. & NCTCOG • Use DOQ maps at 1-200 scale to locate rack installation sites.................................NCTCOG • Photograph sites for TxDOT Historic significance review .................... NCTCOG & City of FW • Develop a standardized installation drawing.......................................................... City of FW • Secure TxDOT approval of sites and one standard drawing- ............... NCTCOG & City of FW Phase 3: Install bicycle racks • Acquire the racks................................................................................................... City of FW • Finalize TxDOT approvals and paperwork............................................................. City of FW • Schedule Installation.............................................................................................. City of FW • Review installation procedures with crew.................................................................NCTCOG • Visit installation sites with construction crews .......................Downtown FW, Inc. & NCTCOG • Install the product................................................................................................... City of FW Item II: Bicycle Parking at Private Businesses Phase 1: Develop preliminary site plans • Develop a list of businesses, parking garage managers to contact for bicycle parking (primarily lockers with some racks) .......................................Downtown FW, Inc. & NCTCOG • Finalize contact list................................................................................................. City of FW • Schedule meetings with contacts in the CBD........................................... Downtown FW, Inc. • Schedule meetings with contacts outside the CBD................................................ City of FW • Meet with interested contacts (20-35) .................................:.Downtown FW, Inc. & NCTCOG • Track demand for bicycle parking installation...........................................................NCTCOG s� Review bike parking specifications with interested contacts.. Downtown FW, Inc & NCTCOG .t Phase 2: Develop detailed construction plans • Sponsor one official public meeting at City Hall ......................................................City City of FW • With contacts in the CBD, follow up with information as necessary and 'make the sales pitch' for business participation, payment and easement agreement .................Downtown Downtown FW, Inc. • With contacts outside the CBD, follow up with information as necessary and 'make the sales pitch' for business participation, payment and easement agreement ........................NCTCOG • Visit participating companies to identify and photograph the exact location of the bicycle parking.....................................................................................................................NCTCOG • Submit sites for TxDOT Historic significance review .............................................. City of FW • Develop a standardized installation drawing.......................................................... City of FW • Secure TxDOT approval of all sites and one standard drawing .............................. City of FW Phase 3: Install bicycle parkin • Acquire the parking units........................................................................................ City of FW • Finalize an easement agreement and collect payment ..........................................City City of FW • Finalize TxDOT approvals and paperwork............................................................. City of FW • Schedule individual product delivery ...................................................................... City of FW • Schedule installation.............................................................................................. City of FW • Review installation procedures with crew.................................................................NCTCOG • Visit installation sites with construction crews .......................Downtown FW, Inc. & NCTCOG • Install the product................................................................................................... City of FW Note: Phases 2 and 3 of may be repeated on an annual or semi-annual basis as demand warrants. EXHIBIT "C" IDwr 1 i1.Yv Inc. Project Cost Estimate Downtown Fort Worth, Inc. Object of Expenditure Liaison with Property owners regarding implementation of Bicycle Safe and Rack Program in Downtown Fort Worth Direct Personnel Costs Salaries $4042.00 Benefits 606.00 Subtotal Personnel $4,648.00 Indirect Costs $1,000.00 Other Direct Costs Office Supplies S 100.00 Rent 1,109.00 Printing 200.00 Postage 200 00 Meeting Expense 100.00 Graphics 143 00 •Subtotal Other Direct Costs $1,852.00 Total Operational Costs $7,500.00