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HomeMy WebLinkAboutContract 45688 CITY SECRETARYP . CONTRACT NO. CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED DESIGN SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Dunaway Associates, L.P., a Texas Limited Partnership, authorized to do business in Texas (the "ENGINEER"), for a PROJECT generally described as: Provide Additional Public Sewer Improvement Coordination for the Cattle Barn area at Will Rogers Memorial Center, Fort Worth, Texas. Article I Scope of Services A. Scope of Services is set forth in Attachment A. Article II Compensation A. The ENGINEER'S compensation (Not-to-Exceed $8,000.00) is set forth in Attachment A. Article III Terms of Payment Payments to the ENGINEER will 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 30 days of receipt. (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion OFFICIAL RECORD D cr wRMC Sewer Improvement Coordination(May 2014) RECEIVED JUN 214 aVI o Dunaway Associates,LP � WO Hy thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days oft amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services, Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment 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 employed in the State of Texas by professional engineers or consultants performing the same or similar services at the time such services are performed. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract or 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 same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that WRMC Sewer Improvement Coordination(May 2014) Page 2 of 16 Dunaway Associates,LP could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible Mylar sheets and electronic files in pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER'S personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CI' 'S construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or it employees in connection with their work or any health or safety precautions, (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the Contract Documents, nor shall anything in the Contract Documents or the agreement between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the WRMC Sewer Improvement Coordination(May 2014) Page 3 of 16 Dunaway Associates,LP services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY'S actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER'S opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER'S knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the Contract Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the WRMC Sewer Improvement Coordination(May 2014) Page 4 of 16 Dunaway Associates,LP PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Small Business Enterprise (SBE) Participation 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 after final payment under this contract, have access to and the right to examine and photocopy, any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its 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 subcontract, 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) ENGINEER and subcontractor agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. Insurance (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this WRMC Sewer Improvement Coordination(May 2014) Page 5 of 16 Dunaway Associates,LP 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: premisesloperations, products/completed operations, contractual, personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing, ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto - the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of"any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation - ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. WRIVIC Sewer Improvement Coordination(May 2014) Page 6 of 16 Dunaway Associates,LP 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, products/co p leted operations, contractual, personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or cornmercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto - the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for it or non-owned is acceptable. I. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation - ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. WRMC Sewer improvement Coordination(May 2014) Page 6 of 16 Dunaway Associates,LP d. Professional Liability — the ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be delivered to the CITY prior to ENGINEER proceeding with the PROJECT. b. Applicable policies 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 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 ENGINEER'S insurance policies. Notice shall 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 satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated WRMC Sewer Improvement Coordination(May 2014) Page 7 of 16 Dunaway Associates,LP financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER'S insurance policies including endorsements thereto and, at the CITY'S discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. I. 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. Independent Engineer 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, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under WRMC Sewer Improvement Coordination(May 2014) Page 8 of 16 Dunaway Associates,LP the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are 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 and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER'S performance of its services. The CITY will perform, at no WRMC Sewer Improvement Coordination(May 2014) Page 9 of 16 Dunaway Associates,LP cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY'S facilities as may be required in connection with the ENGINEER'S services. The CITY will be responsible for all acts of the CITY'S personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights- of-way, and access necessary for the ENGINEER'S services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER'S studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial 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 Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER'S services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY'S facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER'S negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims WRNIC Sewer Improvement Coordination(May 2014) Page 10 of 16 Dunaway Associates,LP The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER'S Personnel at Construction Site, and provisions providing contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this section V.H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. City's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY will ensure that Builders Risk/installation insurance is maintained at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or WRMC Sewer Improvement Coordination(May 2014) Page 11 of 16 Dunaway Associates,LP assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER'S cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment B. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated only by the City for convenience on 30 days' written notice. This AGREEMENT may be terminated by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and does not `NRMC Sewer Improvement Coordination(May 2014) Page 12 of 16 Dunaway Associates,LP commence correction of such nonperformance with in 5 days of written notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c.) The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT'S schedule, commitment and cost of the ENGINEER'S personnel and subcontractors, and ENGINEER'S compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify, hold harmless, and defend the CITY against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the ENGINEER or ENGINEER'S agent, consultant under contract, or another entity over which the ENGINEER exercises control. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Interpretation WRMC Sewer Improvement Coordination(May 2014) Page 13 of 16 Dunaway Associates,LP Limitations on liability and indemnities in this AGREEMENT are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the CITY and the ENGINEER, and their officers, employees, agents, and subcontractors. I. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. J. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. K. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article VII Attachments, Schedules, and Signatures This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schedules are hereby made a part of this AGREEMENT: WRMC Sewer Improvement Coordination(May 2014) Page 14 of 16 Dunaway Associates,LP Attachment A- Scope of Services, Compensation, and Schedule Attachment B -Amendments to Standard Agreement for Engineering Services Executed and effective this theme day o k ATTEST: CITY OF FORT WORTH: av e cry Ka °"` ernando Costa City Secrete � M w ., Assistant City Manager CY00000��� APPROVED AS TO FORM AND LEG „ APPROVAL RECOMMENDED: d Dau las Black Douglas iPViersig, P Assistant City Attorney Director, Transportation and Public Works Department M&C No.- M&C Not Required ENGINEER" M&C Date. *irtor T lo , E. Si Development —11111111111-, ,-. - m OFFICIAL,RECORD Clyy SECRETARY ly FT.WOON,TX ti WRMC Sewer Improvement Coordination(May 2 014) g� of 16 Dunaway Associates,LP ATTACHMENT A - SCOPE OF SERVICES, COMPENSATION, SCHEDULE Refer to the attached Dunaway Associates, L. P., letter dated May 9, 2014, subject: Proposal for Professional Civil Engineering Services, Will Rogers Memorial Center Cattle Barn — Public Improvements — Fort Worth, Texas. If any conflict arises between the Attachments/Exhibits and the Agreement, the terms of the Agreement shall control. ATTACHMENT B -AMENDMENTS TO AGREEMENT AS SHOWN WITHIN ATTACHMENT C — SUPPLEMENTAL TERMS AND CONDITIONS AS SHOWN WITHIN WRMC Sewer Improvement Coordination(May 2014) Page 16 of 16 Dunaway Associates,LP A10a A- Z**11 DUNAWAY Dunaway No. P001030.003 May 9, 2014 Mr. James Horner City of Fort Worth 3401 W. Lancaster Fort Worth,TX 76107 Reference: Proposal for Professional Civil Engineering Services Will Rogers Memorial Center Cattle Barn—Public Improvements—Fort Worth,Texas Dear Mr. Homer" Dunaway Associates, L.P. (Dunaway) is pleased to submit this proposal for professional civil engineering services for Will Rogers Memorial Center Cattle Barn — Public Improvements — Fort Worth, Texas. Based on our conversations, we believe the following scope of services will meet your needs for this project. Outlined below is an Executive Summary followed by a detailed explanation of the proposed task. Executive Task SumfflqKtA_Fee_Structure 1. Civil Engineering..... ....... ...... .......... $8,000 Hourly Estimated Not to Exceed Total: $8,000 Hourly Estimated Not to Exceed Services DETAILED SCOPE OF WORK 14 Civil Engineering Dunaway will provide additional public sewer improvement coordination with the project team for the relocation of the existing public sewer system for the Will Rogers Memorial Center's Cattle Barn project, Dunaway Will also provide grading and site revisions to the project to accommodate budgetary revisions to the drawings. Only those services specifically mentioned in the Scope of or section are offered as part of this proposal, FEE Dunaway proposes to provide the above-described scope of work for a HOURLY ESTIMATED NOT TO EXCEED fee as shown on the Executive Summary, plus reimbursable expenses, Please find attached to this proposal our Standard Terms & Conditions for professional services, is is also part of this proposal. All administrative fees required by review authorities will be paid by the Client and are not included in Dunaway's proposed fee. R�! U A(,:1 0 V:(01 110 hr, re,1 0? 10 N 4 6t11 11 1 D", 143 1 4V c`x Proposal for Professional Civil Engineering Services Will Rogers Memorial Center Cattle Barn— Public Improvements— Fort Worth, Texas May 9, 2014/Page 2 ADDITIONAL SERVICES (not included in proposal) The following is a list of some, but not necessarily all, of the services that can be useful or required for a project of this type. The listed services have not been included in this proposal. Dunaway can provide or sub-consult many of these services if desired by the Client. If the Client determines any of these services is desired, Dunaway can either amend this proposal to incorporate the desired service or services or recommend other actions to cover the needs as expressed. 1. Construction Administration — Once the final plat is filed and the construction plans are approved and/or the building permit pulled, then the base scope of services is complete. If additional services during construction are required, these will be performed hourly and will be billed on an as-needed basis. 2. Electrical site lighting design. 3. Design of franchise utilities (gas, electric, telephone and cable TV) will be conducted by the franchise utility companies. Usually, each franchise utility company will provide its own design. If desired, Dunaway will show the conduit for each of these on our drawings provided that the size, number and material for each conduit is provided to Dunaway by the utility company. 4. Redesign efforts related to site plan or building footprint changes after significant design efforts have begun or redesign effort to meet construction budgets are not included. 5. Construction Staking — This service can be provided, if requested, and will be authorized under a separate proposal or included in this one at the Client's option. 6. Surveying services such as topographic surveys, boundary surveys and as-built surveys and easements by separate instrument are not included unless specifically mentioned in the scope of work. 7. Soil Investigation/Laboratory Testing — Dunaway recommends that the Client retain an independent laboratory for use in any testing required during the design phase, i.e., for density approval in the street rights-of-way, and for any site excavation and embankment that might be required for this project. 8. Construction inspection services are not included. Dunaway does not provide construction inspection services. Normally, we recommend that the Client retain a geotechnical engineering consultant to provide construction inspection services for private improvements. WtworthVile system\Produclion500\001000\8001030\Correspondence\001\Proposal\P001030.003\P001030.003-WRMCCatlleBarn-Publ iclmproverrtents-Proposal--2014- 0508-JST.docx ..., n. ) c F;.-1 S., Proposal for Professional Civil Engineering Services Will Rogers Memorial Center Cattle Barn— Public Improvements-- Fort Worth, Texas May 9, 2014/Page 3 If this proposal meets with your approval, please sign below and return one copy to our office as our notice to proceed. We appreciate the opportunity to assist you with this project and look forward to its success. Respectfully submitted, DUNAWAY ASSOCIATES, L.P., Agreed &Accepted a Texas limited partnership CITY OF FORT WORTH By: Plto�rof Tayl Site De lopment Name: Title: Date: Attachments J 5T/th WtworthVile systeM%Produc ion5001 001000\BW70301Correspondence1001 1Proposal1P001030.003\P001030.003-WRMCGattle0arn-PO kiCapravUments-Proposal-2014- 0509-JST.docx _ - .. ,,, i .. .i. a s;' i .. ., 4 ?' N1/:'J!, � lil ;v in. ti / :. ... � t y,'OV 1 1, " '�Z*-_DUNAWAY STANDARD TERMS & CONDITIONS and supplemental the Page 1 of 2 These Standard Terms & Conditions are attached to regiment"herefn. 1. Basis of Compensation. Professional Services shalt be billed IV. No Duties to Third Parties, The services 10 be performed by monthly and based upon either a percent complete for lump sum Dunaway Associates, L.P. under this Agreement are intended tasks or Dunaway Associates, L.P.'s Standard Hourly Bill Rate solely for the benefit of the Client. Nothing contained herein shall Schedule. This Schedule is updated annually in January. confer any rights upon or create any duties on the part of Dunaway 2094 STANDARD HOURLY BILL RATE SCHEDULE Associates,L.P.toward any person or persons not a party to this STAFF TYPE HOURLY BILL RAT Agreement including, but not limited to any contractor, subcontractor, suppler, or the agents, officers, employees, Administrative........................................$75.00-$92.00 insurers,or sureties of any of them. Cadd Technician....................................$79.00-$89.00 Construction Project Representative......$100 V. Claims Limited to Insurance Coverage. The Client and Department Directors............................$175.00-$245.00 Dun ssociales, L.P. waive all rights for dam es each Graduate Engineer................................$100.00-$105.00 against the o -and against the conlrac , u consultants, Design Technician.................................$10100-$185.00 agents,and employees other butirnly to the extent covered Environmen tat Scientist........................$105.00-$115.00 by property insurance d r onstructlon, except such Expert Witness/Special Consultant.,....$250.00-$300.00 rights as they m e to the proceeds o Insurance. The Field Manager........................................$105 Client unaway Associates, L.P. each shall re - Imilar Financial................................................$100,00-$150.00 wat ers from their contractors,subconsullanls,and agents. Information Systems..............................$83.00-$165.00 Instrument Operator...............................$49.00 Vi. General Contractor Duties and Responsibilities. Neither the Intern...._..............................................$68.00 professional activities of Dunaway Associates, L.P., nor the Land Planner................. ...$125.00-$160.00 presence of Dunaway Associates, L.P. or his or her employees ..................... Landscape Architect $135.00-$185.00 and subconsullants at a construction site,shall relieve the General Landscape Planner................ $88.00-$95.00 Contractor and any other entity of their obligations, duties and Business Development..........................$110,00 responsibilities including, but not limited to, construction means, Principal.................................................$180.00-$245,00 methods, sequence, techniques or procedures necessary for Production Manager..............................$105.00 performing,supertnlendfng or coordinating all portions of the Work Project Engineer....................................$120.00-$150.00 of construction in accordance with the contract documents and any Project Surveyor....................................$105.00-$145.00 health or safety precautions required by any regulatory agencies. Project Manager....................................$125.00-$160.00 Dunaway Associates, L.P. and his or her personnel have no Rodman................... ..................$45.00 authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or Survey Manager....................................$f 25.00-$160.00 y Survey Party Chief.................................$116.00 any health or safety precautions. The Client agrees that the Survey Technician.................................$82.00-$88.00 General Contractor is solely responsible for jobsite safety, and Surveyor-in-Training..............................$95.00 warrants that this intent shall be made evident in the Client's Traffic/Transportation Engineer..............$120.OD-$180.00 agreement with the General Contractor. The Client also agrees that the Client, Dunaway Associates, L.P. and Dunaway II. -L-im-iFationiof UlWility. To the fullest etxtent parmilted by aw,and Associates,L.P:s Subconsukanls shall be indemnified and shall n ithstanding any other provision of this Agreement, ih otat be made additional insureds under the General Contractor's liabilit 'n the aggregate of Dunaway Associates, and general liability insurance policy. Dunaway ssociates, L.P.'s officers, dlrecI , partners, VII. Cancellation, It is understood that this Agreement may be employees, ants and Dunaway A iates, L.P.'s canceled at any time by the Client and payment shads be due subconsullanls,a ny of them,to Ciie nd anyone claiming based on the method of computation in Section I only on Work by,through or under C for any and claims,tosses,costs,or performed or expenses incurred to date of cancellation, damages whatsoever arisin ut esulling from,or in any way related to the Project or this ent from any cause or causes, Vill_ Payments and Interest. Client.recognizes that prompt payment including but not limited a ne ence,professional errors of Dunaway Associates,LP,'s invoices is an essential aspect of or omissions, strict 4ity or breach contract, or warranty the overall consideration Dunaway Associates, L.P. requires for express or impli of Dunaway Associate , L.P. or Dunaway providing service to Client. Client agrees to pay all charges not in Associates,L .s officers,directors,partners,a ees,agerlls dispute within 30 days of date of Invoice. A statement of charges or Duna Associates, L.P.'s Subconsullants or a of them, for services will be submitted by the 151° of each month. All shall exceed the total compensation received by way accounts past due 60 days from date of invoice shall pay interest oclates,L.P.under this Agreement. at the rate of 18%(1.5%per month),or maximum allowable by 111. No Consequential Damages. Nolwithsianding any other law, whichever is lower, of the past due amount per month. provision of this Agreement, neither party shall be liable to the other for any consequential damages incurred due to the fault of the other party,regardless of the nature of this fault or whether It was committed by the Glie 4 or Dunaway Associates,L,P.,their employees, agents, ubconsultan(s. Consequential damages include,but are not r tied to,loss of use and loss of profit. City (known as "Client" herein) Ml rlhl file T.docx J 1... 'y iN??r:,r,:, ::..dt,, 0 f;'I ",'11, G+V_, !G 101 $ I l ¢1 7 3:r5 !1:]1 }Far ill J SJS J:JT C.u•9nir> 1+ <::CU,..:r„n 1 CONDITIONS Page 2 of 2 1X. Cessation of Services. If Client,for any reason,fails to pay the C_ For services not offered as a part of Dunaway undt led portion of Dunaway Associates,L.P.'s InvoicesA r hin Associates, L.P.'s normal services, the Client may, at 30 days voice date,Dunaway Associates,L.P.h e right to his option,contract directly with the third party for such cease work on project and Client shall waiv y claim against services or through Dunaway Associates, L.P. If such Dunaway Associa P. for cessation services, and shall contracts are made through Dunaway Associates, L.P., defend and Indemnify nawa sociates, L.P. from and a service charge of 10% will be added to the net against any claims for Ir4ury oss stemming from Dunaway amount of such contracts. Associates, L.P.'s cess ' of se ' . Client shall also pay Dunaway Assoclat , P. the cost ass ' led with premature XV. Certifications, Guarantees and Warranties. Dunaway project de ' lion. in the event the pros is remobilized, Associates, L.P.shall not be required to execute any document Client s also pay the cost of remobilizatio , nd shall that would result in its certifying,guaranteeing or warranting the re iate appropriate contract tenns and conditions, as existence of conditions whose existence Dunaway Associates, those associated with budget,schedule or scope of service. L.P.cannot ascertain. X. Legal Action. Subject in all respects to the other provisions of this XVI. Assignment. Neither party to this Agreement shall transfer,sublet Agreement,in the event legal action is necessary to enforce the or assign any rights or duties under or interest in this Agreement, payment terms of this Agreement,the prevailing party In any such including but not limited to monies that are due or monies that may action shall be entitled to collect any judgment or settlement sums be due, without the prior written consent of the other party. due, plus reasonable-attorney's fees, court costs and other Subcontracting to subconsullants, normally contemplated by the reasonable expenses incurred by the prevailing party in Consultant as a generally accepted business practice,shall not be connection with such collection action. considered an assignment for purposes of this Agreement. XI. Dispute Resolution and Termination. In the event any bill,or XVII. Miscellaneous. portion thereof,is disputed by Client,Client shall notify Dunaway Associates, LP. within 10 days of receipt of the bill In question, A. Intellectual Property. The drawings, specifications and and Client and Dunaway Associates, L.P.shall work together to any other work products (including but not limited to resolve the matter within 60 days of its being called to Dunaway software programs and electronic media of any Associates, L.P.'s attention. If resolution of the matter is not description) prepared by Dunaway Associates, L.P. for attained within 60 days,either party may terminate this Agreement this project shall remain the property of Dunaway in accordance with conditions indicated in the termination of Associates, L,P. and Dunaway Associates, L.P. shall agreement clause specified in Section VII. retain all common law, statutory and other reserved rights,Including the copyright,where applicable. XII. Mediation. In an effort 10 resolve any conflicts that arise during the design and construction of the Project or following the B. Entire Agreement. This Agreement is the entire completion of the Project, the Client and Dunaway Associates, agreement between the parties with respect to the L.P.agree that all disputes between them arising out of or relating subject matter of this Agreement and shall be binding to this Agreement or the Project shall be submitted to nonbinding upon and Inure to the benefit of the parties hereto and mediation unless the parties mutually agree otherwise. The ient their respective legal re reseniatfves, heirs, successors a unaway ssocraes, .P. urt or agree o nctu a irriiar and assigns. may med' rovision In all agreements wilh Indepe contractors and %b or retained for the P . and to require all C_ Counterparts. This Agreement be executed with independent contracto nsultanls also to Include a one or more separate counterparts,each of which,when similar mediation pr ' a in reements with their so executed,shall,together,constitute and be one in the subcontractors onsultants,suppliers an tors,thereby same instrument. providi r mediation as the primary method oP dicpato re ution between the parties to all those agreements. D. Governing Law and Venue. This Agreement shall be XIII. Surveying Regulations. Land Surveying In the Stale of Texas is governed by, and construed in accordance with the Y g 9 Y 9 substantive laws of the Slate of Texas and the parties regulated by the Texas Board of Professional Land Surveying, hereto agree and consent that venue for all purposes Building A,Suite 156,12100 Park 35 Circle,Austin,Texas 78753, shall be In Tarrant.County,Texas. telephone number(512)2335263. XIV. Reimbursable Expenses. Other charges which may apply to the E. Proposal Expiration. The terms slated in the proposal Client's project include: are valid only if executed by both parties within 90 days from the date of the proposal. A. Printing and reproduction shall be billed at standard commercial rates, F. Free Publicity. Dunaway Associates, L.P. has the right to photograph the above named project and to use the B. All direct non-labor expense, including bid advertising, photos In the promotion of the professional practice of etc., and travel and subsistence for the principals and Dunaway Associates, L.P. through advertising, public staff as required for the proper execution of the work, relations, brochures or other marketing materials_ are charged at actual invoice cost. Filing fees paid by Should additional photos be needed in the future, the Dunaway Associates, L.P. will be charged at cost plus client agrees to provide reasonable access to the project. 10%. Travel by passenger vehicles shall be at a rate commensurate with iRS regulations. kek n 16101 0 1111.'5.3 121 $ r0i BI J 335 1d:i7 @ <;,lrt)�.i�10s5eCor;;i••n