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HomeMy WebLinkAboutContract 51165 CITY SECRETARY --- CONTRACT N0. AN AGREEMENT FOR THE PROFESSIONAL CONSULTING SERVICES FOR AN UPDATE TO THE CITY OF FORT WORTH FIVE-YEAR WATER CONSERVATION PLAN This AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton, and Wise Counties, Texas, as executed by Jesus J. Chapa, its duly authorized Assistant City Manager, and Freese and Nichols, Inc. ("Consultant"), a Texas Corporation, as executed by Thomas C. Gooch, its duly authorized Principal, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A— Scope of Services and Time of Deliverable 3. Exhibit B—Payment Schedule and Hourly Rates All Attachments included hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services to assist the City in preparing an update to the City's Five year Conservation Plan in compliance with the regulations and guidance of the Texas Commission on Environmental Quality("TCEQ")as identified in Exhibit A. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit B, Scope of Services, more specifically describing the services to be provided. Consultant agrees that it will exercise reasonable skill, care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable laws. Except for the express representations set forth hereinabove and otherwise in this Agreement, Consultant does not make any other express or implied representations of any kind whatsoever relating to this Agreement or the Services, including any implied statement of merchantability or fitness for a particular purpose. 2. TERM. This Agreement shall commence upon the date of complete execution("Effective Date") and 11 expire upon completion of the tasks described in Exhibit A,acting within the schedule provided i '' a exhibit, unless terminated earlier or extended in accordance with the pro•:siojns of this cw OFFICIAL lR CITY BECK-"T Rryt 9� Agreement or agreed upon by written amendment to this Agreement by both parties. In no event shall the Consultant perform its services beyond the not-to-exceed amount in Section 3 without a written amendment to this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $80,000.00 in accordance with the provisions of this Agreement and the Payment Schedule shown in Exhibit B which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and both parties approve in writing the additional scope, schedule, and costs for such services. Either party may seek a change order for a change in scope, schedule or costs related thereto,which must be agreed upon by both parties by a written amendment to this Agreement. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby states to the City that Consultant has made full disclosure in writing of any existing conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City, except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. 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 at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant at least five (5)business days' advance notice of intended audits. 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 expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable.times any directly pertinent books, documents,papers and records of such subcontractor involving transactions related 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 notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Consultant's estimating records. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement, and Consultant shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract,the Consultant shall require such subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Consultant shall provide the City with a fully executed copy of any such subcontract upon request, with any financial and proprietary information redacted. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coveraize and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant,its employees,agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease -per each employee $500,000 Disease -policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq.,Tex.Rev.Civ. Stat.)and policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. (d) Professional Liability(Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any services pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty(30) days' notice of cancellation of coverage shall be provided to the City. 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 Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances,rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall promptly desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when(1)hand-delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONSULTANT: City of Fort Worth Freese and Nichols, Inc. Attn: Jay Chapa Attn: Jeremy Rice 1000 Throckmorton Street 4055 International Plaza Suite 200 Fort Worth TX 76102-6311 Fort Worth, TX 76109 Facsimile: (817) 392-8654 Facsimile: (817)-735-7397 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Consultant 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 the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis 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. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. AMENDMENTS/MODIFICATIONS /EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants,statements,representations and promises agreed to by the parties. To the extent of any conflict,this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals, Consultant's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. SIGNATURE AUTHORITY. The person signing this agreement hereby states that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.The other party is fully entitled to rely on this statement and representation in entering into this Agreement. IN WITNESS 'IIEREOF, the parties hereto have executed this Agreement in multiples this --day of J /2, ,-2018. CITY OF FORT WORTH FREESE AND NICHOLS,INC. Jesus J. Chapa By: Thomas C.Gooch,PE Assfstant City Manager Title:—Vice Presidot Recommended By: Witness: /I1 [`(iL Christopher Harder,P.E. J Interim Water Department Director By. V d pl b✓i S Cf OFFICIAL.R-7' 711 CITY SECRETARY FT.WORTH,TX Signature Page Freese and Nichols,Inc. Update to 5 Year Conservation Plan 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. Micah Reed Name of Employee _Water Conservation Manager Title pproved as to Form and Legality C'hrist'd R.Lopez-R olds Sr.Assistant City Attorney Attested By- M4 Kay'e City Secre AS M&C:M&C: ,� I 1295: OFFICIAL RZ: "R CITY SECRETAfff FT.WORTH,TX EXHIBIT A 1. Project Management 1.1. Hold one (1) kick-off with city staff to review the current water conservation plan and obtain water use data for the previous five years. 1.2. Hold up to two(2) additional progress meetings with city staff. 1.3. Attend one (1) meeting with city staff to review the draft 5-Year Water Conservation Plan. 1.4. Prepare monthly progress reports for the City. 2. Coordination with Tarrant Regional Water District(TRWD). 2.1. Review current TRWD conservation plan and proposed revisions. 2.2. Accompany city staff to a meeting with TRWD staff to discuss TRWD's plans for revisions to their conservation plan, current and planned requirements for customers like Fort Worth, and current and planned assistance to customers like Fort Worth in conservation plan implementation. 2.3. Continue coordination with other regional providers in an effort to provide regionally consistent conservation messages. 3. Public and Wholesale Customer Coordination 3.1. Attend one (1)Wholesale Customer meeting with Fort Worth Staff. 4. Conduct Analysis of Minimum Requirements for Water Conservation Plan Update. 4.1. Update the Water Utility Profile 4.1.1. FNI will collect the data needed to complete the water utility profile from the City. 4.1.2. FNI will update the standard operating procedure (SOP)for collecting and evaluating data for the water utility profile. 4.2. Update Conservation Goals. 4.2.1. Review performance against current goals and perform an analysis to determine 5 and 10 year goals. 4.2.2. Perform an evaluation of BMPs from Texas Water Development Board Report 362 and proposed BMPs from the Water Conservation Advisory Council. 4.2.3. Complete conservation BMP cost effectiveness analysis to update table 1.4. Compare cost per 1,000 gallons of conservation measures to strategies for additional supplies. 4.2.4. Determine savings attributed to each BMP to update table 1.4. 4.3. Update Water Saving Targets. 4.3.1. Based on implemented and planned measures calculate the water saving targets for 5 and 10 years. 4.4. Update Metering Issues section including current meter size distribution 4.4.1. Review the city's current meter testing, repair and meter replacement program including current meter size distribution. 4.4.2. Update discussion to reflect transition to AMI. 4.5. System Water Audit 4.5.1. Review water audit analysis performed by the City and incorporate results into the water conservation plan. 4.6. Update the Public Education and Information 4.6.1. Reflect current public education and information programs implemented by the City. Elaborate on these programs and their results in reaching the public. 4.7. Update the Water Rate Structure in the Conservation Plan to reflect current rates. 4.8. Update Reservoir Systems Operations by TRWD in the Conservation Plan based on information provided by TRWD. 4.9. Update the Implementation and Enforcement to reflect current or updated enforcement efforts such as twice per week watering. 4.10. Document the City's Coordination with Regional Water Planning Groups. S. Additional Conservation Efforts. 5.1. Leak Detection and Repair 5.1.1. Review Fort Worth's water audit analysis and use the results to update this section. 5.2. Confirm Record Management System is in place. 5.3. Review Wholesale Water Supply language regarding requirements for wholesale customers. 5.3.1. Coordinate with wholesale customers on proposed revisions to the water conservation plan. 5.4. Update Water-Conserving Plumbing Fixtures sections to reflect any plumbing code changes. 5.5. Re-evaluate Gray Water to determine if it is should be a recommended strategy. 5.6. Reuse. 5.6.1. Detail the City's reuse projects,amount of reuse provided and the projected amount of reuse. 5.7. Review Pressure Control and Pressure Reduction opportunities. 5.7.1. Evaluated the results of the District Metered Areas to determine if this program should be expanded. 5.8. Landscape Water Management 5.8.1. Identifying additional landscape water management measures and their effectiveness. 5.9. Review Yearly Audit results. 5.10. Review saving from Conservation Programs for Industrial, Commercial and Institutional Accounts. 5.10.1.Provide a detailed description of the current program including savings and costs in coordination with the contractor(APAI). 5.11. Miscellaneous Practices, Methods,Techniques. 5.11.1.Evaluate other practices, methods or techniques that Fort Worth might consider such as smart meters, GIS tools or tracking tools. 5.12. Updated what internal city water conservation effort has been undertaken. 5.13. Re-evaluate Rainwater Harvesting and Condensate Reuse to determine if these should be recommended strategies. 5.14. Include a new section detailing the AMI transition and potential water savings. 6. Wholesale Water Suppliers 6.1. City of Fort Worth Staff will update Wholesale Customer Usage Information and Table 6.2. City of Fort Worth Staff will review and update 5 and 10 year goals for wholesale customers 6.3. City of Fort Worth Staff will review methods for Measurement Monitoring and Tracking. 6.4. City of Fort Worth Staff will review requirement for New Wholesale Contracts. 6.5. City of Fort Worth Staff will review Implementation and Enforcement for Wholesale customers. 6.6. City of Fort Worth Staff will coordinate with wholesale customers on proposed revisions to the water conservation plan. 7. FNI will detail coordination efforts with the Region C Water Planning Group,TRWD and wholesale customers. 8. Additional Items 8.1. City of Fort Worth Staff will complete the TWDB Water Utility Profile Form. 8.1.1. City of Fort Worth Staff will develop methodology for new agency GPCD reporting requirements. 9. Assist in preparing council presentation on new draft conservation plan and attend or present to council. 10. Deliverables 10.1. Submit an electronic Five-Year Draft Water Conservation Plan for review by City Staff 10.2. Provide ten(10)copies of the Final Five-Year Water Conservation Plan to the City. Submit an additional two(2)copies to TCEQ and TWDB. EXHIBIT B The total fee for Basic Services shall be computed on the basis of EXHIBIT A, but shall be a not-to-exceed fee of Eighty Thousand Dollars ($80,000). If the Scope of Services changes so that additional services are needed, Freese and Nichols, Inc.will notify the City for the City's approval before proceeding. Additional services shall be computed based on the Schedule of Charges. Schedule of Charges: Position Min Max Professional 1 80 127 Professional 2 104 153 Professional 132 212 Professional 144 250 Professional 200 310 Professional 210 381 Construction Manager 84 167 Construction Manager 114 173 Construction Manager 163 195 Construction Manager 175 263 CAD Technician/Designer 1 64 123 CAD Technician/Designer 2 99 145 CAD Technician/Designer 3 117 191 Corporate Project Support 1 47 112 Corporate Project Support 2 67 157 Corporate Project Support 3 91 246 Intern/Coop 43 74 Rates for In-House Services Technoloav Charoe Bulk Printing and Reproduction $0.00 per hour B&W Color Small Format(per copy) $0.10 $0.25 Travel Large Format(per sq.ft.) Standard IRS Rates Bond $0.25 $0.75 Glossy/Mylar $0.75 $1.25 Vinyl/Adhesiae $1.50 $2.00 Mounting(per sq.ft.) $2.00 Binding(per binding) $0.25 OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These ranges and rates will be adjusted annually in February. last updated February 2018. 356022018