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HomeMy WebLinkAboutContract 47929 RECEIVED CITY SECRETAW 0272016 CITY OF FORT WORTH,TEXAS CONTRACT NO. � - CjV0F FORT1" STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and GHD Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Roundabout Design Guidelines & On-Call Roundabout Review 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 the Roundabout Design Guidelines & On-Call Roundabout Review 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 sub-consultants, 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 $15,000.00 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 Forst Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 OFFICIAL RECORD Page 1 of 11 CITY SECRETARY FT.WORTH,TX Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 180 days, 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 11 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 sub-consultant 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 Department, Attention: Brian Jahn, 5001 James Avenue, Suite 301, Fort Worth, TX 76115, 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. 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 3 of 11 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 (2) If City chooses to terminate this Agreement under ArticleX upon receipt of notice of City of`ort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 4 of 11 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. 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 5 of 11 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. 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. 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 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 6 of 11 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: Transportation & Public Works 5001 James Avenue, Suite 301 Fort Worth, Texas 76115 Consultant: GHD Inc. Attn: Mark Lenters, PE 1755 Wittington PI, Suite 500 Dallas TX 75234 USA 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 11 EXHIBIT A SCOPE OF SERVICES ccyvsctLT,��/T The Ef4`4Un R shall provide on-call roundabout support services based on CITY direction and requests.The scope of services for the various tasks to be performed by the CONSULTANT may include the following items: A. Roundabout Guidelines and Standards a. The CONSULTANT will develop additional draft content and documents for CITY review and approval related to the CITY's agency-wide roundabout guidelines. Documentation will be provided to CITY staff for review and upon approval is likely to be published on the CITY's Buzzsaw account by CITY staff. Associated document development includes: i. Roundabout Site Selection Criteria ii. Initial Screening Process iii. Intersection Control Evaluation iv. Roundabout Analysis and Design Guideline Document v. Public Outreach Strategies vi. Pre-Construction Meeting and Activity Checklist vii. Traffic Control Best Practices viii. Roundabout Standard Construction Details ix. Roundabout design checks and submission requirements B. Peer Reviews a. The CONSULTANT will facilitate a 3rd party("peer review")of a current CITY roundabout project at the request of the CITY. The scope of each peer review will be outlined and agreed upon by both the CONSULTANT and the CITY prior to commencing the peer review. This service would include both developer-driven (private) roundabout projects and CITY(public) roundabout projects. The following peer review processes can be provided: i. Incremental (planning-level through construction) 1. Incremental on-call support for the life of the project 2. Prepare peer review memorandums to document review comments ii. Two-Stage (concept, preliminary and/or final design review) 1. Peer Review Feasibility Study and/or Concept Report (Pre-30%design) a. Peer Review Report b. Provide an alternative roundabout layout 2. Peer Review of preliminary or final plans: a. Provide mark-up of the design plans b. Review engineering studies and calculations not previously reviewed c. Provide comments and mark-ups b. The CONSULTANT will also be available to meet with the engineer-of-record alongside CITY staff to provide comments back to the external project team. C. Roundabout Mentoring and Training a. The CONSULTANT will be present in the CITY's office's one day each week, or at a varying CITY- approved rate, to provide formal training to CITY design and project management staff related to current roundabout projects. The following training methods will be utilized: i. Follow-up review: The CONSULTANT, after having completed an individual peer review on a City of Fort Worth roundabout project, will meet with CITY staff and discuss comments made within the review. The review process and reasons behind the comments will be City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 9 of 11 discussed with CITY staff to build the knowledge base and review techniques of the CITY staff members. ii. Over-the-shoulder: The CONSULTANT will team with a CITY staff person and commence a roundabout peer review alongside the CITY's project manager. It may be an entire review of a submitted roundabout plan set or a specific review related to geometry, performance checks, pavement markings, signing, landscaping, illumination, etc. iii. Knowledge Exchange: The CONSULTANT will cover a specific or series of specific roundabout-related topics for CITY staff that may or may not be directly related to a current CITY roundabout project. This may include, but is not limited to the following: 1. Project Design Criteria Selection 2. Operational Analysis 3. Roundabout Software Training 4. Performance Checks 5. System Considerations 6. User Considerations 7. Public Outreach 8. Access Control 9. Principle Based Design 10. Traffic Control Devices 11. Landscaping and Maintenance 12. Illumination D. Roundabout Site Reviews a. The CONSULTANT will attend roundabout sites under construction, pre-construction sites, post- construction sites, or in-service sites at the direction of the CITY. Potential tasks issued by the CITY resulting in a roundabout site visit may include the following: i. The CONSULTANT will meet with CITY staff and/or contractors at the site to discuss traffic operations/handling, signing, pavement markings,jointing, or other roundabout-related topics. The CONSULTANT will document each site visit in a short memo and provide the memo to the CITY as documentation. ii. Upon the CITY's request, the CONSULTANT will undertake a field audit of a constructed roundabout. Field assessment of approach speeds, circulating speeds,and exit speeds at the roundabout will be collected. Photos of various elements of the roundabout will be taken for record purposes. The as-constructed jointing plan will be recorded that can be compared to the as-bid jointing plan, if discrepancies exist. Areas of tires scrubbing interior or exterior curbs, or mounting and riding beyond the back of curb will be documented. E. Roundabout Inventory and Tracking Document a. The CONSULTANT, in coordination with CITY staff, will develop a spreadsheet that inventories current roundabout projects within the CITY, status of the project, CITY project manager, and review milestones completed (by the CITY or CONSULTANT). This continuously updating document will assist in an organized record of ongoing (and past) roundabout projects developed, reviewed, and approved by the City. It will include both public and private roundabout projects. F. On-Call Service Documentation a. The CONSULTANT will provide weekly progress reports outlining services provided and associated hours per each task. The weekly progress report will be emailed in PDF format to the CITY- selected staff person by the CONSULTANT. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 10 of 11 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-* day of 2016. BY: BY: CITY OF FORT WORTH CONSULTANT GHD Inc. Jay Chapa Mark Lenters, rP •(/!</!�) Assistant City Manager Principal 6�Date: � -2 Date: APPROVAL RECOMMENDED: 4 By. C Do las Wi�rsig "�� Dir or, Transportation / Public Works APPROVED AS TO FORM AND LEGALITY By: J` Doug as W. Black M&C No.: Sr. Assistant City Attorney M&C Date: ATTEST: FO 0 aryJ. K Qeorg oTX City Secretary 4K ' 'y City of Port Worth,Texas OFFICIAL RECORD Standard Agreement for Professional Services CITY SECRETARY Revision Date:9/24/2014 Page 8 of 11 FT.WORTH,