8500364 - Architectural Engineering, Design and Design Management Services

Agency: Dallas/Fort Worth International Airport
State: Texas
Type of Government: State & Local
Caegory:
  • C - Architect and Engineering Services - Construction
Posted Date: Jul 10, 2018
Due Date: Jul 25, 2018
Solicitation No: 8500364
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8500364 - Architectural Engineering, Design and Design Management Services
Solicitation Issuing Office Contact Release Date Pre-Submittal
Meeting Date
Submittal
Due Date
8500364 - Appendix 4 - The Agreement DCC 06/19/2018
3:00 PM (C)
07/25/2018
11:00 AM (C)
8500364 - RFQS
8500364 - Pre-Quals Presentation and Sign In Sheet
8500364 - Addendum No.1
8500364 - Addendum No.2

Attachment Preview

APPENDIX 4 - The Agreement
RFQS Documents
Page 1 of 66
ARCHITECTURAL ENGINEERING, DESIGN AND DESIGN MANAGEMENT
SERVICES
AGREEMENT NO. 8500364
This Architectural Engineering, Design and Design Management Services No. 8500364 (“Agreement”) is
entered into effective as of Date of OBA (“Effective Date”), between the Dallas/Fort Worth International
Airport Board (“Board”) and Consultant Name (“Consultant”).
Agreement Name: Architectural Engineering,
Design and Design Management Services
Consultant:
ADDRESS HERE
Authorized Representative:
Agreement No. 8500364
Dallas/Fort Worth International Airport Board
Design, Code & Construction Department
3003 South Service Road
P.O. Box 612008
Dallas/Fort Worth International Airport
DFW Airport, Texas 75261
Authorized Representative:
Phone:
E-Mail:
Phone:
E-Mail:
1) PRELIMINARY AGREEMENT MATTERS
a) Authorization – This Agreement is authorized by Official Board Action/Resolution No. 20xx-xx-
xxx adopted by Board on date.
b) Services
i) Scope – Board, the owner and operator of the Dallas/Fort Worth International Airport
(“Airport”), desires to obtain from Consultant the services (“Services”) set forth on Exhibit 1 –
Scope of Services, attached and Consultant desires to provide those Services to Board.
ii) Warranties – As of the Effective Date and continuing throughout the Term, Consultant
warrants to Board that:
(1) The Services will be performed in accordance with the professional skill and care
ordinarily provided by competent consultants under Applicable Laws practicing in the
same or similar locality and under the same or similar circumstances and professional
license; and as expeditiously as is prudent considering the ordinary professional skill and
care of a competent consultant.
(2) Consultant will perform the Services in compliance with all Applicable Laws.
c) Term and Effective Date
i) This Agreement will have a term (“Term”) of five (5) years in duration, commencing on the
Effective Date.
ii) Any Delivery Order issued pursuant to this Agreement may contain a performance period that
extends beyond the Term of this Agreement and the Agreement, as to such Delivery Order,
will be deemed still in effect through and including the term of the Delivery Order
d) Interpretation/Agreement Documents
i) Defined Terms – All capitalized terms used in this Agreement will have the meanings
ascribed to them in the Agreement and on Exhibit 2 – Definitions, attached.
ii) Agreement Documents/Order of Precedence – This Agreement is comprised of the
following documents (“Agreement Documents”):
(1) Amendments/Modifications to Agreement (taking precedence sequentially by
Amendment/Modification number)
(2) Agreement
(3) Exhibits to Agreement (taking precedence sequentially by Exhibit number), consisting of
the following Exhibits:
(a) Exhibit 1 – Scope of Services
Contract No. 8500364
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RFQS Documents
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ARCHITECTURAL ENGINEERING, DESIGN AND DESIGN MANAGEMENT SERVICES NO. 8500364
(b) Exhibit 2 – Definitions
(c) Exhibit 3 – Compensation, Invoices, Consultant Key Personnel
(d) Exhibit 4 – Required Contract Provisions for Airport Improvement Program and for
Obligated Sponsors
(e) Exhibit 5 – Insurance Requirements
(f) Exhibit 6 – M/WBE Provisions
(g) Exhibit 7 – Commitment to Minority/Women Owned Business Enterprise
Participation Form
(h) Exhibit 8 – Schedule of Subcontractors (Final)
(4) Amendments/Modifications to Delivery Order (taking precedence sequentially by
Amendment/Modification number)
(5) Delivery Order
(6) Amendments/Modifications to Exhibits to Delivery Order (taking precedence sequentially by
Amendment/Modification number and Exhibit number)
(7) Exhibits to Delivery Order (taking precedence sequentially)
iii) Conflict – If there is a conflict between any of the Agreement Documents, they will take
precedence as follows:
(1) Exhibit 4- Required Contract Provisions for Airport Improvement Program and for
Obligated Sponsors
(2) The remainder of the Agreement Documents in the order listed in the Clause entitled
“Agreement Documents/Order of Precedence”
2) CONSULTANT PERSONNEL/REPRESENTATIVES
a) Consultant Personnel Obligations
i) Consultant Personnel – Consultant and its Subconsultants/Subcontractors, as applicable,
will be responsible, at its/their own Costs, for all general recruiting, hiring, training and
educating of all Consultant Personnel, all of whom must be fully qualified and must be
authorized under Applicable Laws to perform the Services. This does not include training,
orientation or other related activities which may be required for work performance at or for
DFW, which costs would be considered reimbursable under this Agreement. Consultant must
maintain complete control over Consultant Personnel, Subconsultants/Subcontractors and
similar Persons.
ii) Consultant Key Personnel – Set forth on the Exhibit to this Agreement entitled “Consultant
Key Personnel” are listed several core consultant key personnel (“Consultant Key
Personnel”) that Consultant agrees to use in providing Services in accordance with the terms
set forth in the applicable Exhibit. If applicable to specific Services, additional Consultant Key
Personnel may be included in an individual Delivery Order on an as-required basis.
Consultant and/or any Subconsultant/Subcontractor, as applicable, may not reassign or
replace such Consultant Key Personnel without the prior written consent of the Board, which
consent will not be unreasonably withheld; however, if no request is made for listed Key
Personnel within six months of the initial listing, Consultant may reassign personnel at its
discretion.
iii) Consultant’s Authorized Representative – Consultant designates to act as its Consultant
Authorized Representative the individual named on page 1 of this Agreement and such
individual must:
(1) be a project executive and employee within Consultant’s organization, with the
information, authority and resources available to properly coordinate Consultant’s
responsibilities under this Agreement and any Delivery Order
(2) serve as primary interface and the single-point of communication for the provision of
Services
(3) have day-to-day responsibility and authority to address issues relating to the Services
(4) devote adequate time and efforts to managing and coordinating the Services
iv) Removing Consultant Personnel
(1) Removal – Within a reasonable period, but not later than 7 Days after Consultant’s
receipt of notice from Board that the continued assignment to this Agreement of any
Contract No. 8500364
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RFQS Documents
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ARCHITECTURAL ENGINEERING, DESIGN AND DESIGN MANAGEMENT SERVICES NO. 8500364
Consultant Personnel is not in the best interests of Board, Consultant must remove or
cause to be removed such Consultant Personnel from this Agreement and any Delivery
Order and the provision of Services under them.
(2) Immediate Removal – In addition, Consultant agrees to remove or cause to be
removed from this Agreement and this Delivery Order and the provision of Services
under them, any Consultant Personnel who has engaged in willful misconduct or has
committed a material breach of this Agreement immediately after Consultant becomes
aware of such misconduct or breach or Board notifies Consultant of such occurrence.
(3) Replacement – If Board directs that any Consultant Personnel be removed, Consultant
must provide or cause to be provided a replacement of comparable qualifications that is
acceptable to Board. Consultant is responsible for all Costs associated with the
replacement of any Consultant Personnel, which Costs are not compensable under this
Agreement.
v) Board’s Right to Question Assignments of Consultant Personnel to Particular Labor
Categories – At any time during the Term, Board may question whether a particular
Consultant Personnel is appropriately assigned to a particular Labor Category set forth in the
Agreement or Delivery Order. Consultant agrees, on its behalf and on behalf of all
Subconsultants/Subcontractors, to provide Board with any reasonable documentation
necessary for Board to evaluate a particular Consultant Personnel’s assignment to a
particular Labor Category and to move that individual to a more appropriate Labor Category if
requested by the Board.
b) Board’s Authorized Representative
i) Designation and Authority – Board designates the Board Authorized Representative
named on page 1 of this Agreement who will:
(1) serve as primary interface and the single-point of communication for Board under this
Agreement and any Delivery Order
(2) have day-to-day responsibility to address issues relating to this Agreement and any
Delivery Order
ii) Designee(s) – Board Authorized Representative may also designate in writing to Consultant
one or more individuals to act on his/her behalf under this Agreement or any Delivery Order.
iii) Limitation on Authority
(1) Governmental Entity – Consultant acknowledges and agrees that Board is a
governmental entity under Texas law and is required to follow certain statutory
procedures under certain circumstances in:
(a) modifying this Agreement or any Delivery Order
(b) modifying the Services under this Agreement or any Delivery Order
(c) increasing or decreasing compensation payable pursuant to this Agreement or any
Delivery Order
(d) otherwise altering the terms of the transaction embodied within this Agreement or any
Delivery Order
(2) Limited Authority – Accordingly, Board Authorized Representative (as well as any
other individuals acting on behalf of Board) may not be authorized to effectuate certain
amendments or modifications absent Board’s enactment of legislation and Consultant is
deemed to understand all legal limitations on those individuals in acting under this
Agreement and any Delivery Order and representing Board’s interests in administering
them. The Board will provide to Consultant written explanation of the Board Authorized
Representative’s authority upon written request.
c) Board Security Identification/Access Media Authorization Badges –
i) Any Consultant Personnel that need access to the Airport’s Air Operations Area (“AOA”), or
the Security Identification Display Area (“SIDA”) in order to provide Services must display a
SIDA authorization badge issued by the Board’s Department of Public Safety Access Control
Office (“ACO”).
ii) Consultant must work with the Design Code and Construction badge sponsor to on-board
Contract No. 8500364
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APPENDIX 4 - The Agreement
RFQS Documents
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ARCHITECTURAL ENGINEERING, DESIGN AND DESIGN MANAGEMENT SERVICES NO. 8500364
and register the Consultant and the first badge holder applicant. The first badge holder will
become the Authorized Employer Representative (“AER”). The AER will then start and
manage the process of on-board and registering future Consultant badge applicants.
iii) Badges are the property of the Board and must be surrendered immediately upon the first of
the following to occur:
(1) the termination of this Agreement
(2) the earlier expiration of this Agreement
(3) the separation of the badged Consultant Personnel (e.g. after termination, resignation or
otherwise) from the employ of Consultant/Subconsultant/Subcontractor, as applicable
(4) upon demand by Board
iv) Consultant’s AER must log into the SAFE software to immediately inactivate badges for
Consultant Personnel who are separated (e.g. after termination, resignation or otherwise)
from the employment of Consultant/Subconsultant/Subcontractor, as applicable. Such
Consultant Personnel must immediately surrender his/her badge to Consultant or the
applicable Subconsultant/Subcontractor who, in turn will surrender it to Consultant for
delivery to the ACO.
v) Consultant’s AER must immediately inactivate lost, misplaced or stolen badges by logging
into the SAFE software to change the status of the access card, and the replacement of the
badge shall be paid by the Consultant at its own Cost.
vi) Consultant and all Subconsultants/Subcontractors and each of their Consultant Personnel
agrees to follow and be bound by all procedures concerning badging that may exist in
Board’s Policies/Procedures/Rules/Regulations and Applicable Laws.
vii) Each Consultant Personnel may only wear the badge specifically issued to him/her.
viii) Consultant Personnel may be issued keys when necessary to perform Services.
ix) Keys are issued by the Board’s Energy Transportation and Asset Management Department.
x) Keys are not transferable.
xi) All Consultant Personnel issued keys must comply with the rules listed on the Authorization
for Keys form.
xii) Keys are the property of Board and must be surrendered by the Consultant Personnel to
which a key is issued at the earlier of the following to occur:
(1) the termination of this Agreement
(2) the earlier expiration of this Agreement
(3) the separation of the badged Consultant Personnel (e.g. after termination, resignation or
otherwise) from the employ of Consultant/Subconsultant/Subcontractor, as applicable
(4) upon demand by Board
xiii) Lost or stolen keys must be reported immediately to the Board Department from which it was
issued (Board’s Energy Transportation and Asset Management Department) and replaced by
Consultant at its own Cost.
3) LICENSES, PERMITS AND RESOURCES
a) Licenses and Permits – Consultant must obtain and maintain all applicable licenses,
authorizations, consents, approvals and permits required under Applicable Laws to perform
Services and comply with this Agreement. Any specific licenses, permits or similar items required
for work to be performed at or for DFW will be identified in each Delivery Order and will be
considered a reimbursable cost.
b) Consultant Resources – Consultant must provide all resources necessary to provide the
Services, except for non-monetary resources this Agreement or a Delivery Order obligate Board
to provide.
c) Board Provided Resources
i) Parking – Consultant Personnel will be entitled to park within the Airport’s access-controlled
parking revenue areas at no charge on the specific Days and times that they are providing
Services.
ii) Additional Resources – On a Delivery Order basis, the Parties may agree that Board may
provide certain additional non-monetary resources to Consultant such as office space,
furniture, telephone and utilities.
Contract No. 8500364
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APPENDIX 4 - The Agreement
RFQS Documents
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ARCHITECTURAL ENGINEERING, DESIGN AND DESIGN MANAGEMENT SERVICES NO. 8500364
4) DELIVERY ORDERS
a) Description of Services; Delivery Orders – Services will be assigned to Consultant pursuant
to Delivery Orders negotiated and executed between the Parties. If any Services to be performed
are not specifically included on Exhibit 1 – Scope of Services, but are reasonably necessary to
accomplish the purpose of this Agreement, they will be deemed to be implied in the scope of the
Services to the same extent as if specifically described on Exhibit 1 – Scope of Services. Any
such Services will be adequately defined by subsequent Delivery Order(s).
b) Delivery Order Procedure
i) Master Document – This Agreement will serve as a master document applicable to
Delivery Orders issued under it.
ii) Request for DO Proposal – If Board identifies a project for which Services are required, it
will provide to Consultant a written request for a Delivery Order Proposal (“Request for DO
Proposal”). The Request for DO Proposal will contain sufficient information to enable
Consultant to prepare a responsive Delivery Order Proposal (“DO Proposal”). The Request
for DO Proposal may include, but not be limited to, the following:
(1) scope of Services
(2) schedule
(3) the specific method(s) of compensation that will be used under the Delivery Order
(4) additional compensation terms applicable to Delivery Order
(5) additional terms and conditions applicable to the Delivery Order
(6) facilities or equipment Board is willing to provide to Consultant while performing any
Services under the Delivery Order
iii) DO Proposal – Within 14 Calendar Days (or sooner, if specified in the Request for DO
Proposal) of Consultant’s receipt of a Request for DO Proposal, it will, at its own Cost (that is
not reimbursable), prepare and submit to Board its DO Proposal. In Board’s Request for DO
Proposal, it may:
(1) require Consultant to submit its DO Proposal in a certain format or on certain forms
(2) require Consultant to provide Board specifically requested information, including Cost
information that details any proposed compensation categories and the specific Cost
items in those categories
(3) take such further actions as may be necessary for the Parties to comply with any federal
Applicable Laws, including those that concern and are included in the FAA’s Airport
Improvement Program, Architectural, Engineering and Planning Consultant Services for
Airport Grant Projects (including AC NO. 150/5100-14E [9/25/2015]), or similar federal
Applicable Laws
iv) Execution of Delivery Order – If the Parties are able to agree on the terms of a Delivery
Order, one will be executed.
c) No Obligation to Issue Delivery Orders – Consultant acknowledges that this Agreement does
not obligate Board to issue to it any Delivery Order for any Services for any project and that
Consultant has no entitlement or expectation of being awarded any Services under it. Further,
Board may also determine that it is in its best interests to issue an independent procurement for
any of the Services contemplated under this Agreement, rather than issue a Delivery Order to
Consultant for such Services.
5)
GENERAL COMPENSATION PROVISIONS
a) Not to Exceed Amount
i) This Agreement will involve no actual payment of compensation to Consultant by Board;
compensation will only be payable pursuant to a Delivery Order issued under this Agreement.
ii) For purposes of establishing available contract capacity out of which to pay compensation
under any issued Delivery Order, the Parties agree that the amount of this Agreement during
its Term will not exceed Fifteen Million Dollars $15,000,000.00 (“NTE Amount”), unless
increased by mutual agreement of the Parties and reflected in an amendment to this
Agreement, subject to any requirement that Board legislatively approve such amendment.
Contract No. 8500364
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