8-00 52 43 Agreement.docx

00 52 43 - 4 Agreement

00 52 43 - 6 Agreement

SECTION 00 52 43

AGREEMENT

this agreement, authorized on ______________, is made by and between the City of Fort Worth, a Texas home rule municipality, acting by and through its duly authorized City Manager, (“City”), and ______________________________________________________________, authorized to do business in Texas, acting by and through its duly authorized representative, (“Contractor”). City and Contractor may jointly be referred to as Parties.

City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

Article 1. WORK Contractor shall complete all Work as specified or indicated in the Contract Documents for the Project identified herein.

Article 2. PROJECT The project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows:

BRIDGE RAIL UNIT PRICE CONTRACT

Article 3. CONTRACT PRICE City agrees to pay Contractor for performance of the Work in accordance with the Contract Documents an amount, in current funds, of __________________________________Dollars ($___________________). Contract price may be adjusted by change orders duly authorized by the Parties.

Article 4. CONTRACT TIME

4.1 Final Acceptance.

The Work shall be complete for Final Acceptance within the number of days specified in each task order.

4.2 Liquidated Damages

Contractor recognizes that time is of the essence for completion of Milestones, if any, and to achieve Final Acceptance of the Work and City and the public will suffer from loss of use if the Work is not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also recognizes the delays, expense and difficulties involved in proving in a legal proceeding, the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, Contractor agrees that as liquidated damages for delay (but not as a penalty), Contractor shall pay City Six Hundred Fifty AND 00/100 Dollars ($650.00) for each day that expires after the time specified in Paragraph 4.1 for Final Acceptance until the City issues the Final Letter of Acceptance.

4.3 Renewals

The contract may be renewed up to 2 (two) additional terms, upon the expiration of contract funds, under the same terms, conditions, and unit prices. In no event shall the contract’s total time exceed five years from the initial Effective Date.

Article 5. Contract documents

5.1 Contents:

0. The Contract Documents which comprise the entire agreement between City and Contractor concerning the Work consist of the following:

0. This Agreement.

0. Attachments to this Agreement:

1. Bid Form

0. Proposal Form

0. Vendor Compliance to State Law Non-Resident Bidder

0. Prequalification Statement

0. State and Federal documents (project specific)

1. Current Prevailing Wage Rate Table

1. Insurance Certification Form (ACORD or equivalent)

1. Payment Bond

1. Performance Bond

1. Maintenance Bond

1. Power of Attorney for the Bonds

1. Worker’s Compensation Affidavit

1. Small Business Utilization Form

0. General Conditions.

0. Supplementary Conditions.

0. Specifications specifically made a part of the Contract Documents by attachment or, if not attached, as incorporated by reference and described in the Table of Contents of the Project’s Contract Documents.

0. Drawings.

0. Addenda.

0. Documentation submitted by Contractor prior to Notice of Award.

0. The following which may be delivered or issued after the Effective Date of the Agreement and, if issued, become an incorporated part of the Contract Documents:

8. Notice to Proceed.

8. Field Orders.

8. Change Orders.

8. Letter of Final Acceptance.

Article 6. INDEMNIFICATION Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the city, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the contractor, its officers, agents, employees, subcontractors, licenses or invitees under this contract. This indemnification provision is specifically intended to operate and be effective even if it is alleged or proven that all or some of the damages being sought were caused, in whole or in part, by any act, omission or negligence of the city. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the city in defending against such claims and causes of actions.

6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the city, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the city, arising out of, or alleged to arise out of, the work and services to be performed by the contractor, its officers, agents, employees, subcontractors, licensees or invitees under this contract. This indemnification provision is specifically intended to operate and be effective even if it is alleged or proven that all or some of the damages being sought were caused, in whole or in part, by any act, omission or negligence of the city.

Article 7. MISCELLANEOUS

7.1 Terms.

Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions.

7.2 Assignment of Contract.

This Agreement, including all of the Contract Documents may not be assigned by the Contractor without the advanced express written consent of the City.

7.3 Successors and Assigns.

City and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements and obligations contained in the Contract Documents.

7.4 Severability/Non-Waiver of Claims.

Any provision or part of the Contract Documents held to be unconstitutional, void or unenforceable by a court of competent jurisdiction shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Contractor.

The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion.

7.5 Governing Law and Venue.

This Agreement, including all of the Contract Documents is performable in the State of Texas. Venue shall be Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division.

7.6 Authority to Sign.

Contractor shall attach evidence of authority to sign Agreement if signed by someone other than the duly authorized signatory of the Contractor.

7.7 Non-appropriation of Funds.

In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated.

7.8 Prohibition On Contracts With Companies Boycotting Israel.

Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor’s signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.

7.9 Prohibition on Boycotting Energy Companies.

Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement.

7.10 Prohibition on Discrimination Against Firearm and Ammunition Industries.

Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement.

7.11 Immigration Nationality Act.

Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor.

7.12 No Third-Party Beneficiaries.

This Agreement gives no rights or benefits to anyone other than the City and the Contractor and there are no third-party beneficiaries.

7.13 No Cause of Action Against Engineer.

Contractor, its 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. The presence or duties of the Engineer's personnel at a construction site, whether as on-site representatives or otherwise, do not make the Engineer or its personnel in any way responsible for those duties that belong to the City and/or the City's construction contractors or other entities, 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 their employees in connection with their work or any health or safety precautions.

7.14 Small Business Utilization.

Contractor shall not make any unjustified changes to its small business utilization as presented on the Small Business Utilization Form. Contractor’s failure to abide by the commitments presented on the form or intentional and/or knowing misrepresentation of material facts regarding small business utilization shall be disallowed from bidding on future City of Fort Worth public works contracts for a period of time of not less than one year.

IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective as of the date subscribed by the City’s designated Assistant City Manager (“Effective Date”).

Contractor:

City of Fort Worth

By:

By:

Signature

Jesica McEachern Assistant City Manager

(Printed Name)

Date

Title

Attest:

Address

Jannette Goodall, City Secretary

City/State/Zip

(Seal)

M&C: ________________

Date

Date: _________________

Contract Compliance Manager:

By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements.

(Tariqul Islam) (Project Manager)

Approved as to Form and Legality:

Douglas W. Black Sr. Assistant City Attorney

APPROVAL RECOMMENDED:

Lauren Prieur, Director, Transportation and Public Works Department

CITY OF FORT WORTH Bridge Rail Unit Price Contract

STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS

Revised September 19, 2025 (effective September 1, 2025)