HomeMy WebLinkAboutContract 53574 CITY SECRETARY : F µ
CONTRACT NO.
�G ��NOP�N DESIGN PROCUREMENT AGREEMENT
c�sc sECP�PP� FOR
PUBLIC WATER LINE UPSIZING
This DESIGN PROCUREMENT AGREEMENT ("Agreement"), is entered into by and
between the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant,
Denton, Johnson, Wise, and Parker Counties, Texas ("City"), acting by and through its duly
authorized Assistant City Manager, and, HT HWY 114 Development LP a Texas limited
partnership ("Developer") acting by and through its duly authorized representative. City and
Developer are referred to herein individually as a party and collectively as the parties.
Recitals
WHEREAS, Developer desires to make public infrastructure improvements in the City of
Fort Worth, Texas for a project generally referred to as Tradition Off-Site Water Line
Improvements ("Project"), as further described in Exhibit "A"; and
WHEREAS,the City desires to participate in a portion of the design and construction cost
for the Project in order to oversize certain water lines; and
WHEREAS, City and Developer desire to enter into this Design Procurement Agreement
in order to accomplish the goals of the parties; and
WHEREAS, Developer has determined that Goodwin & Marshall, Inc. ("Design
Consultant") should provide the design of the Project based on demonstrated competence and
qualifications to perform the Design Consultant services for a fair and reasonable price; and
WHEREAS, City staff have reviewed the scope, fee and schedule for the design of the
Project and find them to be fair and reasonable; and
WHEREAS, Developer will initially fund the costs of Design Consultant and City will
reimburse Developer for the City's portion of the design up to a maximum amount of$88,200.00;
and
WHEREAS, Developer shall not earn a fee based upon the City's portion of the design
fees paid to Design Consultant; and
WHEREAS, City and Developer intend to execute a Community Facilities Agreement that
provides for the Developer to construct the Project and seek reimbursement from the City for the
City's share of the construction costs as agreed to by the parties in the Community Facilities
Agreement;
NOW, THEREFORE, for and in consideration of the above recitals and the mutual
covenants and agreements herein contained, the City and Developer agree as follows_
ur-MIAL RECORD
Design Procurement Agreement for Tradition Off-Site Water Line Improvements ITY.5g�qg7T3"Y
(Developer Name) FT. WORTH,TX
SECTION 1
GENERAL REQUIREMENTS
1.1 The Project will generally consist of the design of certain public infrastructure in the form
of a public water line relocation as further described on Exhibit A. The project will consist
of upsizing a proposed 30-inch water line, Tradition Line "A", to a 36-inch water line to
stub out for Northpoint Development. Upsizing a proposed 24-inch water line, Tradition
Line `B", to a 36-inch line From Northpoint Development to SH 114. This will include a
36-inch water line crossing of SH 114. A tie-in is proposed to a 24" by 16" cross to tie-in
to a proposed Alpha Ranch water line (on the south side of SH 114) and stub for a future
24-inch water line on the north side of SH 114
1.2 Developer will retain Goodwin & Marshall, Inc._as the Design Consultant for the Project
pursuant to a written agreement attached hereto as Exhibit"B" (the"Design Agreement").
1.3 The Design Consultant shall provide a set of engineering drawings, renderings, contract
specifications, estimates, and other documents necessary to construct the Project. The City
shall pay to Developer the City's Share of the costs for the Construction Documents in an
amount not to exceed $88,200.00. City's total liability to Developer pursuant to this
Agreement shall not exceed $88,200.00. Developer shall pay all other cost of Design
Engineer for the Construction Documents. Upon completion of the Construction
Documents by Design Engineer, Developer shall submit to the City a copy of all invoices
of Design Consultant and proof that Developer has paid Design Consult in full for the
Construction Documents. City shall pay the City's Share of the design costs to Developer
within 30 days after receiving the invoices and proof that Design Consultant has been paid
in full.
1.4 City shall have the ultimate right to approve or disapprove the Construction Documents
after consultation with Developer.
1.5 Developer shall be responsible for obtaining and paying all costs of obtaining all
easements, TxDOT permits, and railroad permits necessary for the Project.
SECTION 2
TERMINATION, OWNERSHIP OF PLANS,APPROPRIATION AND FISCAL
FUNDING OUT
2.1 Termination. This Agreement may be terminated without cause by either party upon
delivery of three business days' written notice to the other party of such intent to terminate;
provided, however, both parties shall be liable for their share of obligations incurred
pursuant to the Design Agreement before such termination.
2.2 Ownership of Plans. City shall own the plans and other documents and work product
Design Consultant creates for the Project. In the event this Agreement is terminated, City
shall have the right to enter into an agreement with Design Consultant to complete Design
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HT HWY 114 Development LLC(Hines—Traditions)
Consultant's services for the Project. Developer shall include the City's ownership right
in the plans and the City's right to enter into an agreement with Design Consultant to
complete the design in Developer's agreement with the Design Consultant.
2.3 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the Agreement,the Fort Worth City Council fails to approve funds
sufficient for the City to fulfill its obligations under this Agreement,the City may terminate
the portion of the Agreement regarding such obligations to be effective on the later of. (i)
delivery by the City to Developer of written notice of the City's intention to terminate or
(ii)the last date for which funding has been approved by the Fort Worth City Council for
the purposes set forth in this Agreement.
SECTION 3
FORCE MAJEURE
3.1 If either Party is unable, either in whole or part, to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires;
floods; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any state;declaration of a state of disaster or of emergency by the federal, state,
county, or City government in accordance with applicable law; issuance of a Level Orange or
Level Red Alert by the United States Department of Homeland Security; any arrests and restraints;
civil disturbances; or explosions; or some other reason beyond the Party's reasonable control
(collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event.
SECTION 4
LIABILITY AND INDEMNIFICATION
4.1 DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN
CONNECTION WITH PERFORMANCE OF THIS AGREEMENT.
4.2 DEVELOPER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE 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
(INCL UDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCLUDING DEATIV
THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
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HT HWY 114 Development LLC(Hines—Traditions)
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS(OTHER THAN THE CITY), OR SUBCONTRACTORS
RELATED TO THE PERFORMANCE OF THIS AGREEMENT;EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS
OFFICERS,AGENTS,EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE
EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER
AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARA TIVEL YINA CCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S
GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF
TEXAS.
4.3 Developer's agreement with the Design Consultant shall include a release and indemnity in
favor of City in substantially the following form:
"DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS
AND DEFEND THE CITY OF FORT WORTH 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 DESIGN
CONSULTANT OR DESIGN CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER
WHICH THE DESIGN CONSULTANT EXERCISES CONTROL."
SECTION 5
INSURANCE
5.1 Developer shall maintain the insurance requirements set forth in Exhibit "C", which is
attached hereto and incorporated herein for all purposes.
5.2 Developer shall require in its contract with Design Consultant that City is listed as an
additional insured on Design Consultant's insurance policy.
SECTION 6
NONDISCRIMINATION
6.1 Developer shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual
orientation or any other prohibited criteria in performing the services under this Agreement.
SECTION 7
VENUE AND CHOICE OF LAW
7.1 Developer and City agree that this Agreement shall be construed in accordance with the
laws of the State of Texas. If any action,whether real or asserted,at law or in equity,arises
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HT HWY 114 Development LLC(Hines—Traditions)
on the basis of any provision of this 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.
SECTION 8
THIRD-PARTY RIGHTS AND ASSIGNMENTS
8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and
Developer, and any lawful assign or successor of Developer, and are not intended to create
any rights, contractual or otherwise,to any other person or entity.
8.2 Developer agrees that it will not subcontract or assign all or any part of its rights,privileges
or duties hereunder without the prior written consent of the City, and any attempted
subcontract or assignment of same without such prior consent of the City shall be void.
SECTION 9
BINDING COVENANTS
9.1 Subject to the limitations contained herein,the covenants,conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding
on their respective successors, representatives and permitted assigns, if any.
SECTION 10
INDEPENDENT CONTRACTOR
10.1 Developer shall perform all work and services hereunder as an independent contractor,and
not as an officer, agent, servant or employee of the City. Developer 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 and sub consultants (or subcontractors). Nothing herein
shall be construed as creating a partnership or joint venture between the City and
Developer, its officers, agents, employees and sub consultants (or subcontractors), and
doctrine of respondent superior has no application as between the City and Developer
SECTION 11
AMENDMENTS, CAPTIONS,AND INTERPRETATION
11.1 Except as otherwise provided in this Agreement, the terms and provisions of this
Agreement may not be modified or amended except upon the written consent of both the
City and Developer.
11.2 Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
11.3 In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more
strongly for or against any party, regardless of the actual drafter of this Agreement.
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HT HWY 114 Development LLC(Hines—Traditions)
SECTION 12
GOVERNMENTAL POWERS AND IMMUNITIES
12.1 It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
SECTION 13
AUTHORIZATION AND COUNTERPARTS
13.1 By executing this Agreement on behalf of Developer,the person signing below affirms that
he or she is authorized to execute this Agreement and that all representations made herein
with regard to the signer's identity, address, and legal status are true and correct.
13.2 This Agreement may be executed in several counterparts,each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
SECTION 14
SEVERABILITY AND NO WAIVER
14.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision,
and does not materially prejudice either Developer or City in connection with the rights
and obligations contained in the valid covenants, conditions or provisions of this
Agreement.
14.2 The failure of either parry to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that
party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
SECTION 15
COMPLIANCE WITH LAWS
15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
15.2 If City notifies Developer or any of its officers, agents, employees, contractors,
subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances,
rules or regulations, Developer shall immediately desist from and correct the violation.
SECTION 16
NOTICES
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HT HWY 114 Development LLC(Hines—Traditions)
16.1 Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-
delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other
party shown below:
To the City: To Developer:
Fort Worth Water Department HT HWY 114 Development LLC\
Attn: Chris Harder Attn:Dustin Davidson
200 Texas Street 2200 Ross Avenue, Suite 420OW
Fort Worth, Texas 76102 Dallas, TX 75201
with copies to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
SECTION 17
HEADINGS
17.1 The headings contained herein are for the convenience in reference and are not intended to
define or limit the scope of any provision of this Agreement.
SECTION 18
RIGHT TO AUDIT
18.1 Developer agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Developer involving transactions
relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Developer reasonable advance notice of intended audits.
18.2 Developer shall include in its contract with the Design Consultant a right until the
expiration of three (3) years after final payment under this Agreement, to have access to
and the right to examine any directly pertinent books, documents, papers and records of
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HT HWY 114 Development LLC(Hines—Traditions)
Design Consultant involving transactions relating to this Agreement and the agreement
between Developer and Design Consultant. Design Consultant must agree that the City
shall have access during normal working hours to all necessary Design Consultant facilities
and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. The City shall give Design Consultant
reasonable advance notice of intended audits.
SECTION 19
PROHIBITION ON BOYCOTTING ISRAEL
19.1 Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, 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, Developer
certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and(2) will not boycott Israel during the term of
the contract.
SECTION 20
SOLE AGREEMENT
20.1 This Agreement, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Developer,
and any lawful assign and successor of Developer, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
(Remainder of Page Intentionally Left Blank)
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HT HWY 114 Development LLC(Hines—Traditions)
IN WITNESS THEREOF, the parties have made and executed this Agreement to be
effective on the date signed by the Assistant City Manager, in Fort Worth,Tarrant County, Texas.
CITY OF FORT WORTH: DEVELOPER:
see attached
Dana Burghd Name: Robert W. Witte
Title: Senior Managing Director
Interim Assistant City Manager
Date: 7,/Z' I
/2,C)2 o Date:
Recommended by:
�.e IL
Christopher Harder
Water Department Director
APPROVED AS TO FORM AND LEGALITY:
Richard A. McCracken Old F,
Assistant City Attorney 4
*TTE 'contract Compliance Manager
if
'A �.�' By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all perf ce and reporting
requirements
Date �-
M&C: Name: how. Cate
Date: Title:
Form 1295:
F0FF1yC@AL RECORD
SECRETARY
Design Procurement Agreement for Tradition Off-Site Water Line Improvements Page 9 of 13 TX
HT HWY 114 Development LLC(Hines—Traditions)
HT HWY 114 DEVELOPMENT LP
By: HT H"'y 114 Development LLC, its general partner
By: HT Hwy 114 LP, its sole member
Bv: Hines Hwy 114 LLC, its general partner
By: Hines Hwy 114 Associates LP, its sole member
By: Hines Investment Management Holdings Limited
Partnership, its general partner
By: HINIH GP LLC, its general partner
By: Hines Real Estate Holdings Limited
Partnership, its sole member
By: JCH Investments, Inc.,
its general partner
�-<
Name Robert W. Witte
Title: Senior Managing Director
OFFICIAL RFCO1
ciTY SECRETARY
FT. WORTH,TX
006925.00000 1 4913-Uua0-4998.v3
EXHIBIT A
Design Procurement Agreement for Tradition Off-Site Water Line Improvements Page 10 of 13
HT HWY 114 Development LLC(Hines—Traditions)
NS-M WATER LENE EXHEBHT
BEGIIV24'NS-1111 BEGIN i6'NS ill
WATER UNE WATER UNE
END 36'NS-1/l WATER UNE [EPA
PSIZED FROM24
— _SH i14 SH 114
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1 2200 ROSS AVENUE SUM 4200W CML ENGINEERS-PLANNERS-SURVEYORS
O DAU AS,TX 75201 2405 Mue"Drhre,GrepwAne,Texas 78051
N (972)716-2903 Metro(817)328-4373
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o NOV EMBER 2019
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EXHIBIT B
(AGREEMENT BETWEEN DEVELOPER AND ENGINEER)
Design Procurement Agreement for Tradition Off-Site Water Line Improvements Page 11 of 13
HT HWY 114 Development LLC(Hines—Traditions)
CONSULTANT AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, entered into this 22nd day of January 2020, is made by and between HT Hwy 114
LP,located at 2200 Ross Avenue Suite 4200W,Dallas,Texas 75201,hereinafter referred to as"OWNER"
and Goodwin and Marshall, Inc. located at 2405 Mustang Drive Grapevine, Texas 76051, hereinafter
referred to as "CONSULTANT."
WHEREAS, OWNER has entered into a contract with the Hines Interests Limited Partnership
("DEVELOPMENT MANAGER")to act as development manager on the following project("PROJECT"):
The PROJECT shall be described as providing the Wildflower Ranch (aka Tradition) Water Line Re-
Design.
WHEREAS,OWNER desires CONSULTANT to perform certain Professional Services in connection with
the PROJECT and CONSULTANT desires to perform such services.
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
I. SCOPE OF SERVICES
CONSULTANT shall perform in a proper manner, satisfactory to OWNER and DEVELOPMENT
MANAGER,the Professional Services as more fully described in Attachment A-"Scope of Services"which
is attached hereto and incorporated herein by reference. Work products will be delivered as described in
Attachment A.
II. TIME OF PERFORMANCE
The services to be performed hereunder shall commence upon receipt by CONSULTANT of a fully executed
copy of this Agreement from OWNER and shall be completed in accordance with a schedule as mutually
agreed to by OWNER and CONSULTANT.
III. COMPENSATION AND PAYMENT
For satisfactory performance of Professional Services,OWNER shall pay to CONSULTANT a lump sum of
$88,200.00 with reimbursable expenses not to exceed $88,200.00 as provided for in Attachment B —
"Professional Services Proposal"which is attached hereto and incorporated herein by reference. Consultant
shall submit a monthly billing to MANAGER on or about the 301' day of each month. After receipt and
approval by OWNER and/or MANAGER of CONSULTANT'S invoice prepared in such form and supported
by such documents as OWNER and MANAGER may reasonably require,OWNER or MANAGER on behalf
of OWNER will make payment to the CONSULTANT within thirty (30)days after receipt of invoice.
Reimbursable expenses are in addition to the compensation for services described above and include actual
expenditures with appropriate back-up documentation made by the CONSULTANT and the
CONSULTANT's employees and any sub-consultant's retained by CONSULTANT with prior written
approval by OWNER in the interest of the Project for the expenses listed in the following subparagraphs:
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1. Expense of transportation in connection with the Project outside a fifty mile radius of the
CONSULTANT's or sub-consultant's office; reasonable living expenses (exclusive of entertainment) in
connection with out-of-town travel previously approved by OWNER, and long distance communications.
2. Expense of reproductions,postage,express delivery and handling of drawings,specifications,
and other documents,excluding reproductions made in-house for the office use of the CONSULTANT or its
sub-consultants.
3. Expense of data processing and photographic production techniques when used in connection
with additional services approved by OWNER.
4. If authorized in advance by the OWNER,expense of overtime work for additional services or
OWNER'S request to accelerate the schedule requiring higher than regular rates.
CONSULTANT agrees that there will be no markup or other fee added to any reimbursable expense,and all
reimbursable expenses shall be documented to the reasonable satisfaction of the OWNER and
DEVELOPMENT MANAGER.
IV. COMPLIANCE WITH LAWS
CONSULTANT and its sub-consultants shall observe and abide by all applicable laws, ordinances and
regulations of federal,state and local governments, in connection with services provided hereunder.
V. CONTRACT AND ASSIGNMENT
This Agreement may not be assigned or subcontracted, in whole or part,without the prior written consent of
OWNER. Approval by OWNER of any sub-consultant shall not relieve the CONSULTANT of any liability
or responsibility for the proper performance of Professional Services under this Agreement.
The OWNER may sell,assign,hypothecate,pledge or otherwise transfer or dispose of all or a portion of the
Project or its rights under this Agreement in its sole discretion,without the consent of the CONSULTANT,so
long as (a) the rights and obligations of the OWNER under this Agreement are assigned in connection
therewith and(b)all payments due CONSULTANT under Section III have been paid current.
VI. DOCUMENTS and DESIGNS
All documents and designs prepared by CONSULTANT shall, at all times, be subject to the review of the
OWNER and MANAGER. Such review shall not relieve CONSULTANT of responsibility for the proper
provision of Professional Services. CONSULTANT shall, from time to time, submit to OWNER and
MANAGER all documents and designs prepared by the CONSULTANT, and afford OWNER and
MANAGER sufficient time to review such documents and designs. CONSULTANT shall, as directed by
OWNER or MANAGER, revise such documents and designs to the satisfaction of the OWNER and
MANAGER.
VII. CHANGES
OWNER shall have the right,at any time prior to the completion of Professional Services,to direct changes in
this Agreement, including but not limited to, change in the Scope of Professional Services. If the change
causes an increase in the cost of, or the time required for the CONSULTANT's performance under this
Agreement;the CONSULTANT shall submit to OWNER and MANAGER within ten(10)days after receipt
of the change notice any request for adjustment. OWNER will issue an addendum to this Agreement for
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equitable adjustments. CONSULTANT may not proceed with any such changes without prior written
authorization from OWNER.
VIII. TERMINATION FOR CONVENIENCE
a) OWNER shall have the right at any time to terminate this Agreement for convenience in
whole, or in part, by written notice to CONSULTANT. Upon receipt of this notice, the
CONSULTANT shall discontinue performance, will not place any further orders and will
promptly cancel all orders to sub-consultants.
b) In the event of termination for convenience, OWNER shall pay the CONSULTANT for all
services performed and accepted by OWNER prior to termination,plus the pro rata portion
of the profit due for Professional Services performed. However, in no event shall OWNER
be obligated to pay more than the Agreement value less any previously paid funds.
IX. DEFAULT
a) Should the CONSULTANT breach any provisions of this Agreement, OWNER shall have
the rights and remedies provided by law or under the terms and conditions of this
Agreement.
b) OWNER shall have the right at any time to terminate this Agreement in whole,or in part,by
written notice of termination if the CONSULTANT defaults by failing to perform any of its
obligations or if the CONSULTANT fails to give OWNER assurances fo adequate
performance within ten(10)working days after written request by OWNER or MANAGER
for such assurances.
c) In the event of a breach of the Agreement, OWNER may:
1) Declare the CONSULTANT to be in default.
2) Cancel this Agreement in whole or in part as provided herein.
3) Withhold payment of any further funds that may be due the CONSULTANT until
the default is corrected.
4) Pursue any and all other remedies afforded by law.
X. INDEMNIFICATION AND INSURANCE
a) To the fullest extent of the law, the CONSULTANT shall save harmless OWNER and
MANAGER and their representatives,partners,employees and lenders from and against all
claims and liability due to activities of the CONSULTANT, its agents or employees,
performed under this Agreement which result from any intentionally wrongful or negligent
act, error, or omission of the CONSULTANT or any person employed by the
CONSULTANT. The CONSULTANT shall also save harmless OWNER AND MANAGER
and their representatives, partners, employees and lenders from and against any and all
expenses, including attorney's fees, which might be incurred by OWNER and/or
MANAGER in litigation or otherwise resisting said claims or liabilities which might be
imposed on OWNER and/or MANAGER as the result of such activities by the
CONSULTANT, its agents or employees.
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b) Unless otherwise required in this Agreement, the CONSULTANT shall, during the
performance of Professional Services, maintain the following insurance in the types and
amounts, and with insurers satisfactory to OWNER.
1) Professional Liability/ $500,000 each claim with such insurance to remain in
Errors and Omissions effect for a period of two(2)years after completion for
the Professional Services
2) Workers' Compensation As required by statue
3) Employer's Liability $100,000 Bodily Injury by Accident(each accident)
$100,000 Bodily Injury by Disease(Policy Limit)
$100,000 Bodily Injury by Disease(each employee)
4) Commercial General $1,000,000 each Occurrence combined single limit for
Liability: (occurrence bodily injury and property damage
based policy)
5) Automobile Liability $1,000,000 combined single limit per occurrence
6) Additional Insured
The insurance policies required in the above sub-paragraphs 4)and 5)of this Section X shall
name the OWNER and the MANAGER as additional insureds and shall be endorsed to be
primary and non-contributory with any insurance otherwise carried by OWNER or
MANAGER. The CONSULTANT should require its sub-consultants to maintain the same
insurance coverage as stated above or such other coverage amounts as agreed to in writing by
OWNER.
Prior to commencing performance of services,the CONSULTANT shall furnish OWNER and MANAGER
with a Certificate of Insurance as evidence of the required insurance and such Certificate shall provide for
thirty(30)days written notice to OWNER and DEVELOPMENT MANAGER prior to cancellation thereof.
XI. INDEPENDENT CONTRACTOR
The CONSULTANT is an independent contractor and shall not be regarded as an employee or agent of
OWNER or MANAGER.
XII. OWNER'S AND DEVELOPMENT MANAGER'S REPRESENTATIVES
The OWNER will designate,when necessary,a representative authorized to act on the OWNER's behalf with
respect to the Project. The OWNER, or such representative as may be authorized, shall examine the
documents submitted by the CONSULTANT and will render decisions pertaining thereto as promptly as
reasonably possible to avoid unreasonable delay in the progress of the CONSULTANT's services. The
MANAGER will designate,when necessary,a representative authorized to act on the MANAGER's behalf
with respect to the Project.
XIII. CONFIDENTIALITY
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No publicity releases (including news releases and advertising) relating to this Agreement or the Services
hereunder shall be issued by the CONSULTANT without the prior written approval of OWNER.
XIV. EXAMINATION OF RECORDS
The CONSULTANT agrees that OWNER and MANAGER will have access to and the right to examine any
book, document, paper and records of any kind and all transactions relating to this Agreement. The
CONSULTANT shall maintain all records for a period of two(2)years after the completion of Professional
Services.
XV. OWNERSHIP OF DOCUMENTS
Upon termination of this Agreement by the OWNER pursuant to Section VHI and IX or, in any event upon
payment by OWNER to the CONSULTANT of all sums due hereunder,all drawings,specifications,models,
renderings and work product prepared in connection with the Project shall become the property of the
OWNER and each contract with each of its sub-consultants or sub-contractors shall reflect this provision.
The CONSULTANT shall deliver all such drawings,specifications,models,renderings and work product to
the OWNER if requested and the CONSULTANT agrees to make no further use thereof, except for such
drawings, specifications, and products of service which are proprietary to the CONSULTANT or its sub-
consultants or sub-contractors or which are general in nature. Nevertheless,it is understood by the OWNER
that all such drawings,specifications,models,renderings and work product may be inappropriate for use on
any other project. Therefore,the CONSULTANT shall not be responsible for the use or workability of such
drawings,specifications,models,renderings and work product in connection with any project other than the
project for which they were specifically prepared.
XVI. PARTIAL INVALIDITY
If any term,covenant,condition or provision of this Agreement is found by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and
effect, and shall in no way be affected, impaired or invalidated thereby.
XVII. HEADINGS
Headings in this Agreement are for convenience only and are not intended to be used in interpreting or
construing the terms, covenants, and conditions of this Agreement.
XVIII. GOVERNING LAW
The validity or construction of this Agreement,as well as the rights and duties of the parties hereunder,shall
be governed by the laws of the State of Texas. '
XIX. OFFICE FOR FOREIGN ASSET CONTROL(OFAC)
Pursuant to United States Presidential Executive Order 13224(`Executive Order')and related regulations of
the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, U.S. person and
entities are prohibited from transacting business with persons or entities who, from time to time are
determined to have committed, or to pose a risk of committing or supporting, terrorists acts, narcotics
trafficking, money laundering and related crimes. Those persons and entities are identified on a list of
Specially Designated Nationals and Blocked Persons(the"List"), published and regulated by OFAC. The
names,including aliases,of these persons or entities("Blocked Persons")are updated frequently. In addition,
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OFAC enforces other Executive Orders which,from time to time,impose restrictions on transactions with,or
involving certain countries. Vendor hereby certifies and represents that neither it, nor any of its owners,
members of its governing body,management,employees or agents is on the List or is acting for,or on behalf
any person or entity on the List. Vendor further acknowledges its obligation to remain in compliance with
existing and future regulations promulgated by OFAC throughout the term of the agreement.
XX. VEVRAA
This contractor and sub-contractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation
prohibits discrimination against qualified protected veterans,and requires affirmative action by covered prime
contractors and sub-contractors to employ and advance in employment qualified protected veterans.
XXI. SECTION 541
This contractor and sub-contractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation
prohibits discrimination against qualified individuals on the basis of disability,and requires affirmative action
by covered prime contractors and sub-contractors to employ and advance in employment qualified individuals
with disabilities.
XXII. SUPPLEMENTS TO AGREEMENT
The following exhibits, supplements or addendum form an integral part of this Agreement:
❑ Attachment"A" - Scope of Services
❑ Attachment"B"—Letter of Intent
❑ Attachment"A" -Proposal
❑ Attachment"A"—General Clauses Incorporated By Reference
XXIII. ENTIRE AGREEMENT
This Agreement constitutes the whole agreement between the parties with respect to the subject matter
contained herein and there are no terms other than those contained herein. No modification or amendment of
this Agreement shall be valid unless in writing and signed by the parties hereto.
XXII. CONFLICT LANGUAGE
To the extent any conflict exists between the contents of this Agreement and its Attachments,this Agreement
will govern.
HINES INTERESTS LIMITED PARTNERSHIP,
a Delaware limited partnership,
Page 6 Revised 6112108
DocuSign Envelope ID:1717F9B0-464C-4CAA-A105-86CC7253FFC7
HT HWY 114 DEVELOPMENT LP
By: HT Hwy 114 Development LLC,
its General Partner
By: HT Hwy 114 LP,
its Sole Member
By: Hines Hwy 114 LLC,
its General Partner
By: Hines Hwy 114 Associates LP,
its Sole Member
By: Hines Investment Management Holdings Limited Partnership,
its General Partner
By: HIMH GP LLC,
its General Partner
By: Hines Real Estate Holdings Limited
Partnership, its Sole Member
By: JCH Investments, Inc.,
a Texas corporation,
its General Partner
ip
Q. ��witte
uSigned by:
By:
mNa
Title: Senior Managing Director
GOODWIN AND MARSHALL,INC.
Edward Eckart, P.E. , Officer
Page 7 Revised 6112108
DocuSign Envelope ID: 1717F9B0-464C-4CAA-A105-86CC7253FFC7
Attachment A
Scope of Services
DocuSign Envelope ID: 1717F9B0-464C-4CAA-A105-86CC7253FFC7
�f 00DWIN? CIVIL ENGINEERS - PLANNERS - SURVEYORS
ARSHALLi
October 29, 2019
Mr. Ben Brewer
Hines Interests, L.P.
2200 Ross Avenue, Suite 420OW
Dallas, TX 75201
Re: Proposal for Professional Services for the Tradition (aka Monterra) Development for the
Design of a 36-Inch Water Line,Located in the City of Fort Worth,Denton County, Texas
Dear Mr. Brewer:
We at Goodwin and Marshall, Inc. (G&M) sincerely appreciate the opportunity to provide you
with professional services on the above referenced project. G&M has been requested to re-design
the 30-inch water line up to a 36-inch water line, and to increase the 24-inch water line to 36-
inches up to SH 114. G&M will revise the construction plans as necessary for the larger diameter
water lines. In addition to the water line designs, it will be necessary to re-design the cathodic
protection for these water lines, as well as specific joint restraint design and blocking details
design. Finally, a line item has been included for the construction staking services necessary for
the larger water lines outlined herein. The attached Exhibit "A" has been added at the request of
the Client in order to satisfy the Client's contractual obligations with the City of Fort Worth. Based
on our understanding, we believe the following scope of services to be necessary to complete the
requested additional services:
SCOPE OF BASIC SERVICES
1. Construction Plans for Additional Upsizing for Water Lines — G&M will re-design
10,000 linear feet of the previously designed off-site water line to increase the size to
36 inches, and increase the 24-inch water line to 36-inches up to SH 114. Since a final
decision as to pipe material(concrete cylinder,ductile iron,and steel pipe)has not been
made, it will be necessary to prepare design specifications for all three options. G&M
will submit the design information to the City of Fort Worth and provide technical
support to facilitate acceptance.
2. Revised Water Line Cathodic Protection Plans — The City of Fort Worth is requires
installation of cathodic protection for all large diameter (30-inch and greater) water
transmission lines for the project. G&M will prepare the revised construction plans in
accordance with the requirements of the City of Fort Worth. G&M will submit the
revised plans to the City and provide technical support to facilitate acceptance.
TEXAS-2405 Mustang Drive-Grapevine,TX 76051-817.329.4373 TENNESSEE-6074 Appk Tree Drive-Memphis TN 38115-9011111.9188
ARIZONA-2705 S.Alma School goad,Suitt 2-drandler,AI 85286-602218.7285 COLORADO-8400 E hafioe Are-Greerrrrood Nage,CO 80111-303.459.4861
DocuSign Envelope ID: 1717F9B0-464C-4CAA-A105-86CC7253FFC7
Ben Brewer,Hines
Tradition Water Line Upswing,Fort Worth, Texas
October 29,2019
Page 2 of 4
3. Revised Restrained Joint Design and Blocking Details Design - In addition to
increasing the size of the water line itself, it will be necessary to re-design the blocking
specifications and joint restraint due to the size of the line in accordance with the
requirements of the City of Fort Worth. G&M will coordinate the preparation of
construction plan revisions and submit the design information for these items to the
City of Fort Worth. G&M will provide technical support to facilitate acceptance.
4. Additional Construction Staking Services — G&M will provide field staking services
associated with the water line fittings and cathodic protection. All staking will be
performed one time only under this contract.
COMPENSATION
1. Construction Plans for Additional Upsizing for Water Lines — G&M will perform these
services for a lump sum fee of$34,800.
2. Revised Water Line Cathodic Protection Plans — G&M will perform these services for a
lump sum fee of$16,200.
3. Revised Restrained Joint Design and Blocking Details Design - G&M will perform these
services in accordance with the following fee schedule:
a. Thrust Block Design — G&M will perform these services for a lump sum fee of
$9,400.
b. Anchor Block Design — G&M will perform these services for a lump sum fee of
$8,700.
C. Joint Restraint Design - Thrust Block Design— G&M will perform these services
for a lump sum fee of$9,300.
4. Additional Construction Staking Services — G&M will perform these services for a lump
sum fee of$9,800 payable monthly based on an estimated percentage of completion.
The total value of this contract is: $88,200. Construction plans will be billed lump sum upon
acceptance of the plans by the City of Fort Worth. Upon completion of the Construction
Documents by G&M,Developer shall submit to the City a copy of all invoices of G&M and proof
that Developer has paid Design Consult in full for the Construction Documents. City shall pay the
City's Share of the design costs to Developer within 30 days after receiving the invoices and proof
that G&M has been paid in full.
The Client is responsible for all permit, application, and review fees, and all other applicable
federal, state, and local taxes. It is the intention of Goodwin and Marshall, Inc. that all reasonable
TEXAS•2405 Mustang Drive•Grapevine,TX 76051•817329.4373 TENNESSEE•6074 Apple Tree Drive•Memphq TN 38115•9013111.9188
ARIZONA•2705 S.Alma School Mad,Suite 2•Chandler,AZ 85286•602.218.7285 COLORADO•8400 E Prentim Ave•Grmmvood Village,CO 80111•303.459.4861
DocuSign Envelope ID: 1717F9B0-464C-4CAA-A105-86CC7253FFC7
Ben Brewer,Hines
Tradition Water Line Upsizing,Fort Worth, Texas
October 29,2019
Page 3 of 4
costs for reproduction, mileage, etc. are included in the costs shown above. This includes costs
associated with producing one set of final record drawings in both paper and electronic format in
accordance with the requirements of the City of Fort Worth. The record drawings shall be prepared
using information provided by the contractor. All work not included in the Scope of Basic Services
shall be considered Special Services and will be billed in accordance with our standard hourly rate
schedule. No work that is intended to be invoiced as a Special Service will be performed without
prior approval by the Owner. Please note that this contract for professional services is not
transferable to another party.
G&M recommends that the Client obtain a SWPPP from a qualified consultant. This should
include periodic inspection of all Erosion Control facilities pursuant to current TCEQ regulations.
G&M will coordinate with the consultant of the Client's choice at no additional charge.
Please review the terms of this proposal, including the General Conditions of Agreement,
carefully. If you are in agreement, please sign and return a copy to this office for our records.
Your signature will serve as our authorization to proceed. We at Goodwin and Marshall, Inc.
sincerely appreciate the opportunity to provide you with these professional services. If you have
any questions regarding this proposal,please feel free to call.
Sincerely,
Goodwin and Marshall, c.
eT
Edward W. Eckart, P.E.
Officer
APPROVED:
Name/Title Date
TEXAS•2405 Mustang Drive•Gra*ne,TX 760SI•817.329.4373 TENNESSEE•6074 Apple Tree Drive•Memphk T11 38115•901.881.9188
ARIZONA•I705 S.Alma School Road Suio•2•Chandler,AI 85I86•602.218.1285 COLORADO•8400 E Prentice Are.•Greemrood YBage,CO 80111•303.459.4861
DocuSign Envelope ID:1717F9B0-464C-4CAA-A105-86CC7253FFC7
Ben Brewer,Hines
Tradition Water Line Upsizing,Fort Worth, Texas
October 29,2019
Page 4 of 4
EXHIBIT "A"
The City of Fort Worth shall have an ownership right in the plans outlined in this Agreement. In
the event the Agreement between Hines and the City of Fort Worth covering the work set forth
herein is terminates,the City shall have the right to enter into an agreement with G&M to complete
the design.
G&M SHALL INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH
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 G&M OR G&M'S AGENT, CONSULTANT UNDER
CONTRACT, OR ANOTHER ENTITY OVER WHICH THE G&M EXERCISES
CONTROL.
The City of Fort Worth shall have the right until the expiration of three(3)years after final payment
under this Agreement, to have access to and the right to examine any directly pertinent books,
documents, papers and records of G&M involving transactions relating to the Agreement for
Public Water Line Upsizing and the agreement between Developer and G&M. G&M agrees that
the City shall have access during normal working hours to all necessary G&M facilities and shall
be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. The City shall give G&M reasonable advance notice of intended audits.
TEXAS•2405 Musing Drive•Grapevine,TX 16051•817.329.4373 TENNESSEE•6074 Apple Tree Drive•Memphis,TN 38115•901.881.9188
ARIZONA•2705 S.Alma Sdmol Road,Sucre 2•Chandler,AZ 85I86•602218.7285 COLORADO•8400 E Prentice Ave•Greenwood YiOage,CO 80111•303.459.4861
EXHIBIT C
1.01 Dpty to Acquire and Maintain. Developer shall ensure that a policy or policies of insurance
are procured and maintained at all times, in full force and effect, to provide coverage of the types
and amounts specified herein, naming the City as an additional insured as set forth herein, and
covering all public risks related to this Agreement. The insurance required hereunder may be met
by a combination of self-insurance and primary and excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including
coverage for the following: (i)Premises Liability; (ii)independent contractors;(iii)
products/completed operations; (iv) personal injury; (v) contractual liability; (vi)
explosion, collapse, and underground property damage
b. Property Damage Liability:
(1) $1,000,000.00 per occurrence
C. Umbrella Policy
(1) $5,000,000.00
d. Environmental Impairment Liability(EIL) &/or Pollution Liability
(1) $2,000,000 per occurrence
(2) $5,000,000 aggregate
e. Automobile Liability:
(1) $1,000,000.00 Each accident on a combined single-limit basis
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk
Manager,the City may at any time revise insurance coverage requirements and limits required by
this Agreement. Company agrees that within ten (10) days of receipt of written notice from the
City, all such revisions requested by the City will be implemented. The policy or policies of
Design Procurement Agreement for Tradition Off-Site Water Line Improvements Page 12 of 13
HT HWY 114 Development LLC(Hines—Traditions)
insurance shall be endorsed to provide that no material changes in coverage, including, but not
limited to, cancellation, termination, non-renewal, or amendment, shall be made without thirty
(30) days' prior written notice to the City.
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved
to do business in the State of Texas. Except for workers' compensation, all insurers must have a
minimum rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, prior written approval of the City's Risk Management Division is required.
Within ten(10)business days following execution of this License,Developer shall ensure that City
is furnished with certificates of insurance signed by the respective companies as proof that the
types and amounts of insurance coverage required herein have been obtained. In addition,
Developer shall, on demand, provide the City with evidence that it has maintained such coverage
in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required
herein shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per
line of coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any
recovery by the City of any sum by reason of any insurance policy required under this License
shall in no way be construed or affected to limit or in any way affect Company's liability to the
City or other persons as provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage
limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability
shall follow form of the primary coverage.
1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subro ag tion. The insurance shall include a waiver of rights of recovery
(subrogation) in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without
expense, to receive copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modifications of particular policy terms, conditions,limitations,
or exclusions in order to comply with the requirements of this Agreement except where policy
provisions are established by law or regulations binding upon either of party or the underwriter on
any such policies.
1.11 Certificate of Insurance. Developer shall submit to the City a certificate of insurance
evidencing all required insurance coverage and any applicable endorsements.
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HT HWY 114 Development LLC(Hines—Traditions)