HomeMy WebLinkAboutContract 31886 CITY SECRETARY
CONTRACT NO. _
STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This contract is made by and between the City of Fort Worth, Texas, a municipal
corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called
"City", acting herein by and through Marc Ott, its duly authorized Assistant City
Manager and Jacobs Facilities Inc., acting herein by and through, David J. White III, P.
E., its duly authorized Manager of Operations,hereinafter called"Consultant".
1.
Scope of Services
Consultant agrees to perform in accordance with the highest professional
standards the following professional services:
Update the existing Downtown Parking Structure Conceptual Design
Report/Parking Garage — Traffic Feasibility Study dated January 12,
2004.
The Scope of Services is contained in Attachment "A" which is attached hereto
and made a part hereof for all purposes.
2.
Compensation; Payment Schedule
2.1 The total amount to be paid to Consultant for all services to be performed
hereunder shall be a lump sum fee of Seven Thousand Nine-Hundred Seventy-five
Dollars ($7,975.00), hereinafter "Consultant's Fee", which shall include all expenses
incurred by Consultant.
2.2 The City shall pay Consultant in one lump sum within thirty days (30) the
completion of and acceptance of the Assignment by the City.
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2.3 It is understood that this Contract contemplates the provision of full and
complete consulting services for this project, including any and all necessary changes or
contingencies to complete the work as outlined in Section 1, "Scope of Services", for the
fee described in Section 2.1.
3.
Term
Unless terminated pursuant to paragraph 4, this Agreement shall be completed on
or before June 15, 2005, contingent upon the City and Consultant and such other
stakeholders as may be identified meeting on or before June 1, 2005.
4.
Termination
4.1 The City may terminate this Contract for its convenience by notice in
writing to Consultant. Upon receipt of such notice, Consultant shall immediately
discontinue all services and work and the placing of all orders or the entering into
contracts for all supplies, assistance, facilities and materials in connection with the
performance of this Contract and shall proceed to cancel promptly all existing contracts
insofar as they are chargeable to this Contract. If the City terminates this Contract under
this Section 4.1, the City shall pay Consultant for services actually performed in
accordance herewith prior to such termination, less such payments as have been
previously made, in accordance with a final statement submitted by Consultant
documenting the performance of such work.
4.2 The City may terminate this agreement for cause in the event Consultant
fails to perform in accord with the requirements contained herein. In such event City
shall give Consultant written notice of Consultant's failure to perform, giving Consultant
seven (7) calendar days to come into compliance with the contract requirements. If
Consultant fails to come into compliance with this contract, City shall notify Consultant
in writing and this contract shall be terminated as of the date of such notification. In such
event, Consultant shall not be entitled to any additional compensation
4.3 Upon termination of this Contract for any reason, Consultant shall provide
the City with copies of all completed or partially completed documents prepared under
this contract.
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5.
Indemnification
Consultant agrees to indemnify and defend the City from any loss, cost, or expense
claimed by third parties for property damage and bodily injury, including death, caused
solely by the negligence or willful misconduct of the Consultant, its employees, officers, and
subcontractors in connection with the work.
If the negligence or willful misconduct of both the Consultant and the CITY (or a
person identified above for whom each is liable) is a cause of such damage or injury, the
loss, cost, or expense shall be shared between the Consultant and the CITY in proportion to
their relative degrees of negligence or willful misconduct as determined pursuant to T.C.P.
&R. Code, section 33.011(4) (Vernon Supplement 1996).
The total aggregate liability of Consultant arising out of the performance or
breach of this Agreement shall not exceed an amount equal to the total compensation paid
to Consultant under this Agreement. Not withstanding any other provisions of this
Agreement, the Consultant shall have no liability to the City for contingent, consequential
or other indirect damages including, without limitation, damages for loss of use or
revenue; operating costs or facility downtime; or other similar interruption losses.
However, the same may be caused. The limitations and exclusions of liability set forth in
this subsection shall apply regardless of the fault, breach of contract, tort (including the
concurrent or sole exclusive negligence), strict liability or otherwise of the Consultant, its
employees or subconsultants.
6.
Insurance
Consultant shall carry insurance in the following types and amounts for the
duration of this agreement, and furnish certificates of insurance along with copies of
policy declaration pages and policy endorsements as evidence thereof.
Commercial General Liability
$1,000,000 each occurrence
$2,000,000 aggregate
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Automobile Liability
$1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
A commercial business policy shall provide coverage on
"Any Auto", defined as autos owned, hired and non-owned
when said vehicle is used in the course of the PROJECT.
Worker's Compensation
Coverage A: Statutory limits
Coverage B: Employer's Liability
$100,000 each accident
$500,000 disease-policy limit
$100,000 disease- each employee
Professional Liability
$1,000,000 each claim
$2,000,000 aggregate
Professional liability shall be written on a claims-made basis and
shall contain a retroactive date prior to the date of the contract or
the first date of services to be performed, whichever is earlier.
Coverage shall be maintained for a period of 5 years following the
completion of the contract. An annual certificate of insurance
specifically referencing this project shall be submitted to the City
for each year following completion of the contract.
(2) Certificates of insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant
proceeding with the work.
(a) Applicable policies shall be endorsed to name the City an Additional
Insured with respect to the negligence of the Consultant thereon, as its
interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers as respects the contracted services.
(b) Certificate(s) of insurance shall document that insurance coverage
specified in this agreement are provided under applicable policies
documented thereon.
(c) Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirements.
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(d) A minimum of thirty (30) days notice of cancellation or material
change in coverage shall be provided to the City. A ten (10) days notice
shall be acceptable in the event of non-payment of premium. Such terms
shall be endorsed onto Consultant's insurance policies. Notice shall be
sent to the respective Department Director (by name), City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102.
(e) Insurers for all policies must be authorized to do business in the
State of Texas and 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.
(f) In lieu of traditional insurance, any alternative coverage
maintained through insurance pools or risk retention groups must be also
approved. Dedicated financial resources or letters of credit may also be
acceptable to the City.
(g) Applicable policies shall each be endorsed with a waiver of
subrogation in favor of the CITY as respects the PROJECT.
(h) The Commercial General Liability insurance policy shall have no
exclusions by endorsements unless the City approves such exclusions.
(i) For all lines of coverage underwritten on a claims-made basis,
other than Professional Liability, the retroactive date shall be coincident
with or prior to the date of the contractual agreement. The certificate of
insurance shall state both the retroactive date and that the coverage is
claims-made.
0) The City shall not be responsible for the direct payment of any
insurance premiums required by this agreement and all insurance required in
this section, with the exception of Professional Liability, shall be written on
an occurrence basis.
(k) Sub consultants and subcontractors to/of the Consultant shall be
required by the Consultant to maintain the same or reasonably equivalent
insurance coverage as required for the Consultant. When sub
consultants/subcontractors maintain insurance coverage, Consultant shall
provide City with documentation thereof on a certificate of insurance.
7.
Independent Contractor
Consultant shall perform all work and services hereunder as an independent
contractor and not as an officer, agent or employee of the City. Consultant ll have
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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 subcontractors. Nothing herein shall
be construed as creating a partnership or joint venture between the City and the
Consultant, its officers, agents, employees and subcontractors; and the doctrine of
respondeat superior shall have no application as between the City and the Consultant.
8.
Disclosure of Conflicts
Consultant warrants to the City that it has made full disclosure in writing of any
existing or potential conflicts of interest related to the services to be performed
hereunder. Consultant further warrants that it will make prompt disclosure in writing of
any conflicts of interest that develop subsequent to the signing of this Contract.
9.
Right to Audit
9.1 Consultant agrees that the City shall, until the expiration of three (3) years
after final payment under this Contract, have access to and the right to examine any
directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Contract. Consultant agrees that the City shall have access
during normal working hours to all necessary 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 Consultant reasonable advance notice of
intended audits.
9.2 Consultant further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor 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 subcontractor involving transactions to the subcontract, and further that City shall
have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this paragraph. City shall give subcontractor reasonable advance
notice of intended audits.
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10.
Prohibition of Assignment
Neither party hereto shall assign, sublet or transfer its interest herein without the
prior written consent of the other party, and any attempted assignment, sublease or
transfer of all or any part hereof without such prior written consent shall be void.
12.
Choice of Law; Venue
12.1 This contract shall be construed in accordance with the internal law of the
State of Texas.
12.2 Should any action, whether real or asserted, at law or in equity, arise out
of the terms of this Contract, venue for said action shall be exclusively in the District
Court in Tarrant County, Texas.
EXECUTED on this,the day of May, 2005.
ATTEST: CITY OF FORT W TH
�A aaj��n AA��j I
Marty Hendrix fm—Yact
City Secretary Assistant ity Manager
Approved as t Foim and Le ality:
Assistant City Attorney
Jacobs Facilities Inc.
.�. By
NO M&C HQUIRED Bra L. Simmons
Vice President
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JACOBS FACILITIES INC.
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ATTACHMENT A
SCOPE OF SERVICES
• Task 1 —Review of Available Data
o The Consultant will review the new traffic and parking data provided by
the City of Fort Worth and analyze its impact on the existing Conceptual
Design Report.
• Task 2 —Meetings
o The Consultant will participate in the following fact-finding meetings:
■ 1 day-long meeting with the City of Fort Worth, SBC, Convention
Center/Omni, and St. Patrick Church stakeholders
■ 1 follow-up meeting to present findings/memorandum
• Task 3 —Parking Demand Calculations
o The Consultant will estimate the parking demand for different times of
the day and different days of the week for the site. This demand
estimation will be based on the data provided by the City and ITE Parking
Generation Manual.
• Task 4 —Memorandum
o The Consultant will summarize findings in a short memorandum that
makes necessary recommendations.
JACOBS FACILITIES INC. 10Y ra'` r�Q(0 1L,, A
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