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HomeMy WebLinkAboutContract 47681 � $ qA011r?q. Ga �? CITY SECRETAW /faC;f 'I � �. CONTRACT lea � f f APR 13 2016 CITY OF FORT WORTH, TEXAS ti STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality { �- (the "CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Infrastructure Plan Review Center (IPRC) Consultant Services. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with IPRC Consultant Services. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $49,000 (Forty-Nine Thousand Dollars) unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth,Texas — _ "_-- I Standard Agreement for Professional Services OFFICIAL t Revision Date:9/24/2014 OFFICIAL f,ih:CORV Page 1 of 8 CITY SECRETARY FT. MRT'H, Irr Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 12 weeks, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant 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 Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 2 of 8 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Transportation & Public Works, Attention: Doug Wiersig, 1000 Throckmorton St., Fort Worth, TX 76109, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 3 of 8 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 4 of 8 (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant 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 Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 5 of 8 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local 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. Consultant 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. Form 1295 Certification No. 2016-28595 Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises 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. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 6 of 8 Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices 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 return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Mike Domenech Transportation & Public Works 1000 Throckmorton St. Fort Worth, Texas 76109 Consultant: Freese and Nichols, Inc. Attn: Aaron Conine 4055 International Plaza, Ste 200 Fort Worth, TX 76109 Article XVI Headings 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 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 7 of 8 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the l' day op�2016. BY: BY: CITY OF FORT WORTH Consultant Freese and Nichols, Inc. oT ay Chapa J hn Dewar, P.E. AssistantCity Manager V' e President Date: e(— (/ 1G Date: L g DLok APPR VAL RECOMMENDED: By: 4 Lj �'j Dougla iersig, P.E. Director, Transportion & Public Works APPROVED AS TO FORM AND LEGALITY M&C No.: AI A, By: M&C Date: Reymolds Sr. Assistant City Attorney 000 ATTEST: °° �4 08 ary J er City Se retary ' °°° °° City of Fort Worth,Texas — Standard Agreement for Professional Services Revision Date:9/24/2014 ®FFIC'AL RECORD Page 8 of 8 iYY CI�'Yp���p�r�REg T"���gdY L:110 EfCi®QF®Ca9 �Bi1 ATTACHMENT "A" Scope of Work IPRC Consultant Services City Project No. The scope set forth herein defines the work to be performed by the CONSULTANT in completing the project. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, "CONSULTANT" is expanded to include any sub-consultant, including surveyor, employed or contracted by the CONSULTANT. OBJECTIVE Freese and Nichols, Inc. (CONSULTANT) will provide in-house Project Management assistance for review of new development plans for the Infrastructure Plan Review Center (IPRC) of the Transportation & Public Works Department. The work will be performed by a Professional Engineer, employed by CONSULTANT, working in-house the days of Wednesday, Thursday, and a third flexible day(TBD)for a total of approximately 24 hours per week. CONSULTANT shall provide an average of 24 hours of CONSULTANT's Professional 3 labor category time per week for twelve (12) weeks for a total of 288 hours of CONSULTANT'S Professional 3 labor category time, plus 36 hours total of CONSULTANT's Professional 4 labor category. CONSULTANT shall typically be at the CITY's offices two (2) days or twelve (12) hours per week. The remaining twelve (12) hours per week of Consultant's time will be flexible to meet the needs of the CITY, either being spent in CITY's offices or in CONSULTANT offices. The specific schedule for the CITY office time will be determined and mutually agreed- to by the CITY and Consultant. During the duration of the contract, these days may be modified by mutual agreement. WORK TO BE PERFORMED Task 1. Project Management Task 2. Pre-Submittal Conference Task 3. Review Submittals Task 4. Meetings Task 5. Miscellaneous Tasks TASK 1. PROJECT MANAGEMENT. The IPRC Project Manager(PM) serves under the IPRC Program Manager and heads the Plan Review Team (PRT) for specific projects. The PRT consists of professionals from various departments that are knowledgeable in different areas of civil design and development. The PM is responsible for facilitating communication between the PRT and Developer Consultant, and for adhering to review schedules. The PM must facilitate meetings and discussions between all parties to resolve comments in a timely manner and maintainthe fourteen day review schedule. The Project Manager serves as the sole point of contact between all concerned. All communication between the Consultant and PRTwill be through the PM. The PM is responsible for keeping the Program Manager informed of project issues and delays that affect schedule. City of Fort Worth,Texas Attachment A Page 1 of 2 TASK 2. PRE-SUBMITTAL CONFERENCE Consultants are required to attend a Pre-Submittal Conference prior to the first submittal. This conference provides an opportunity for construction plans to be reviewed and discussed by City staff. The pre-submittal process begins at noon on Tuesdays when plans are submitted. The PM must check plans for completeness by the Friday after the submittal, and review plans prior to the pre-submittal conference. Pre-Submittal Conferences are held on Thursday afternoons, nine days after submittal, and are attended by the PRT. The PM is responsible for uploading meeting notes and PRT comments on to Buzzsaw by no later than the following day (Friday). The Consultant then uses the notes to revise plans accordingly for the first submittal. TASK 3. REVIEW SUBMITTALS 3.1 Submittals from the Developer Consultant include, but are not limited to,first reviews of construction plans, compliance reviews, specifications, ROW and easement documents, Stormwater Facility Maintenance Agreement (SWFMAs), and change orders. Submittals must be routed in an expeditious manner to the proper departments and PRT members. While specialized expertise is provided by the PRT, the PM must be generally knowledgeable in all aspects of civil design. 3.2 The schedule for the First formal Review cycle begins on the Wednesday following Tuesday's 5:00 pm deadline, for submitting new projects, and concludes on Wednesday, fourteen calendar days later, when comments are made available to the Developer Consultant. During the two week timeframe plans are made available to the PRT, and the PM meets with the PRT to discuss issues, answer questions, and address concerns. It is the responsibility of the PM to ensure comments are supplied by the PRT within the schedule and that the process stays on track. The PM must notify the IPRC Program Manager of any delays to the schedule. TASK 4. MEETINGS Meetings will be required through the review process. The primary meeting is the Pre- Submittal Conferences which takes place on Thursday afternoons. Meetings are held with Consultants and PRT on an "as-needed" basis to resolve conflicts. The PM also must attend a pre-construction conference at the conclusion of the review process. TASK 5. MISCELLANEOUS TASKS Assist City IPRC on an "as-needed" basis for tasks not listed above. Tasks may include addressing construction issues and additional coordination for high priority projects. City of Fort Worth,Texas Attachment A PMO Release Date:07/23/2012 Page 2 of 2 ATTACHMENT B COMPENSATION Design Services for IPRC Consultant Services City Project No. Time and Materials with Rate Schedule Project I. Compensation A. The CONSULTANT shall be compensated for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the CONSULTANT's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category 2016 Rate ($/hour) Professional 3 145 Professional 4 180 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to CONSULTANT plus a markup of ten percent(10%). iv. Performance Schedule. CONSULTANT will make reasonable efforts to complete the work within the schedule and will keep the City informed of progress toward that end so that the resources can be adjusted if found necessary. CONSULTANT is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay CONSULTANT beyond these limits. If CONSULTANT projects, in the course of providing the necessary services that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 1 of 4 B-1 ATTACHMENT B COMPENSATION CONSULTANT shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, CONSULTANT's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The CONSULTANT shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The CONSULTANT shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the CONSULTANT, based on the actual hours and costs expended by the CONSULTANT in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the CONSULTANT. C. CONSULTANT shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports A. The CONSULTANT shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant IPRC Management 49,000 100 Proposed MBE/SBE Sub-Consultants Non-MBE/SBE Consultants TOTAL $49,000 100% Project Number & Name Total Fee MBE/SBE Fee MBE/SBE $49,000 $0 0% City MBE/SBE Goal = 0% Consultant Committed Goal = 0% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 4 B-3 EXHIBIT "B-1" CONSULTANT INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across desired work types and work phases. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 4 of 4 B-4 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for IPRC Consultant Services City Project No. No changes. City of Fort Worth,Texas Attachment C PMO Release Date:05.19.2010 Page 1 of 1 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos,1.4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business, 2016-28595 Freese and Nichols, Inc. Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/21/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. IPRC Consultant Engineering Services for Infrastructure Plan Review Center Consultant Services 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Halley,Tricia Oklahoma City,OK United States X New,John San Antonio,TX United States X Payne,Jeff Dallas,TX United States X Haster,Thomas Fort Worth,TX United States X Nichols, Mike Austin,TX United States X Lemons, Ron Fort Worth,TX United States X Pence, Robert Fort Worth,TX United States X Gooch,Tom Fort Worth,TX United States X Herchert, Robert Fort Worth,TX United States X 5 Check only if there is NO Interested Party. a 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. x aaaffi KELLY"NSHRWER Nowyptft STATE OF TEXAS MY OMM Ellik JWL ag 2019 Signature of authorize'd dgent o contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Susanne M.Johnson this the 21 st day of March 2016 to certify which,witness my hand and seal of office. Kelly Jean Shriver Notary Public ignat a officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state,tx,us Version V1.0.312