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HomeMy WebLinkAboutContract 52863 R��✓�wED CITY SECRETARY CONTRACT NO. J� c�j�°i sECRECAR� CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("City"), and Azcarate &Associates Consulting Engineers, LLC (dba AACE), authorized to do business in Texas ("Consultant"), for a PROJECT generally described as: Heat Recovery Steam Generator(HRSG) Start Up Assistance. Article I Scope of Services (1) Consultant hereby agrees to perform the professional services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Heat Recovery Steam Generator (HRSG) Start Up Assistance. (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 an amount up to $30,000 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". 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 fumished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. Article III Term Unless terminated pursuant to Article VIII herein, this Agreement shall be for a term beginning on the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein, whichever occurs first. City of Fort Worth,Texas Standard Agreement for Professional Services RevisPage I ofDate:11.07.17 OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX 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 the work to be performed hereunder and of 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 respondeat 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) THE CONSULTANT, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 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. City of Fort Worth.Texas Standard Agreement for Professional Services Revision Date:11.0717 Page 2 of 9 Commercial General Liability $1,000,000 each occurrence $2,000,000 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. Workers 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 attached to this Agreement prior to its execution. c. Any failure on part of the City to attach the required insurance documentation hereto 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. 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. City of Fort wort,.Texas Standard Agreement for Professional Services Revision Date.11.07.17 Page 3 of 9 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) a. City may terminate this Agreement for its convenience on 30 days' written notice to Consultant. b. 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 the nonperforming party does not commence correction of such nonperformance within 5 days'written notice or thereafter fails to diligently complete the correction. (2) If City chooses to terminate this Agreement, 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 II 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 fumished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 4 of 9 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 goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a 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 City of Fort Worth.Texas Standard Agreement for Professional Services Revision Dale:11.07.17 Page 5 of 9 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. Article XII Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. Article XIII 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 XIV 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 XV 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 city of Fort Worth.Texas Standard Agresnsat for Professional Services Revision D@W 11.07.17 Page 6 of 9 Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVI 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: Martin A. Phillips, P.E. Engineering Manager Water Department—Plant Operations Division 1511 11th Avenue Fort Worth, Texas 76102 Consultant: Azcarate &Associates Consulting Engineers, LLC (dba AACE) Attn: Ricardo J.Azcarate, P.E. 7920 Belt Line Rd., Suite 350 Dallas, TX 75254 Article XVII Prohibition On Contracts With Companies Boycotting Israel Consultant unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the Texas Government Code, if Consultant has 10 or more full time-employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2270, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Article XVIII 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:11.07 17 Page 7 of 9 Article XIX Attachments, Schedules and 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. The following attachments and schedules are hereby made a part of this Agreement: Attachment A- Scope of Services Attachment B—Compensation Attachment C-Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH CONSULTANT Azcarate &Associates Consulting Engineers, LLC dba AACEj Dan Dana Burghdoff Assistant City Manager Ricardo J. Az tekj Date: Sep 30' 2019 President �_ Date: 3- c p� 2D 19 APPROVAL REC I�"MENDED: By: i L Christopher Harder Director, Water Department City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11 07.17 Page 8 of 9 _....---------- 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 Form 1295 No. requirements. M&C No.: Mattin A. Philli M&C Date: Engineering Manager APPROVED AS TO FORM AND LEGALITY ATTEST: �OF.F�f'�, By;Doug Black(Sep Q,2019i j 4 10 Douglas W. Black Mary J. Kay 'er * . Assistant City Attomey City Secretary Ix . CAS City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07,17 Page 9 of 9 FFTWORTH,TX RECORD ETARY Attachment A- Scope of Services .t AACIE 2019-August-15 Revised 2019-Sept-9 Martin A Phillips, P.E. Engineering Manager Water Department—Plant Operations Division 151 1 1 1th Avenue Fort Worth,TX 76102 RE: AACE Scope and Cost Proposal for Professional Engineering Services for the Heat Recovery Steam Generator(HRSG)Start-Up Assistance(PROJECT)for the CITY OF FORT WORTH (CITY)at the Village Creek Water Reclamation Facility(VCWRF)in Fort Worth,TX Dear Martin: AACE is pleased to submit its Scope and Cost Proposal for providing Engineering Support Services for the Heat Recovery Steam Generator(HRSG)Start-Up Assistance(PROJECT)for the City of Fort Worth(CITY), the Owner. AACE's role for the PROJECT shall be as a Prime Consultant to the CITY. Attached please find our proposed Basic Services Scope,Additional Services,Compensation Fee and Schedule. 1. PROJECT Background Information A. CITY is planning to restart the Heat Recovery Steam Generator(HRSG)at the Village Creek Water Reclamation Facility(VCWRF)after a long shutdown to repair the HRSG. B. Renda Environmental is currently under contract to operate the HRSG. Renda's contract with the CITY ends in March 2020.and the CITY needs assistance with developing the SOP documentation for the HRSG in preparation for the CITY taking over the operation of the HRSG from Renda after March 2020. 11. BASIC ENGINEERING SERVICES SCOPE includes: A. General 1) AACE's scope for this phase of the PROJECT includes providing engineering oversight assistance to the CITY regarding the start-up and SOP development for the HRSG. 2) AACE shall provide oversight and other support services for ancillary systems associated with the HRSG as directed by the CITY to AACE. 3) Upon request,AACE shall assist VCWRF personnel with trouble-shooting problems with the HRSG. 4) AACE will track project progress and develop monthly invoices with project activity reports for submittal to the CITY. 5) Review documentation associated with the HRSG and related energy production and recovery systems. Plumbing • • /Commissioning ItAttartment A►-8co pe of Services 6) Trips to VCWRF to witness testing,start-up and commissioning of the HRSG and associated systems as directed by the CITY. RACE shall submit observation notes to the CITY. n Participate in coordination meetings via teleconference or in-person at VCWRF,as directed by the CITY. 8) Assist the CITY with developing the SOP for the HRSG. 4) Respond to and incorporate CITY comments into the Final SOP document(s). 10) Provide one(1) Final SOP set of documents in electronic format to the CITY. 1. Meeting Now 2. Monthly Invoices with Activity Report 3. SOP Documentation to address the folowing conditions: a) Startup b) Shutdown c) Extended Downtime d) Trip B. SERVICES NOT INCLUDED IN AACE'S SCOPE: 1) Detail design,bid and construction phase services. 2) Training of CITY plant personnel with the operation,maintenance and testing of the HRSG and related subsystems. 3) Both parties acknowledge that AACE's scope of services does not include any services related to the presence of any hazardous or toxic materials.In the event AACE or any other person or entity involved in the project encounters any hazardous or toxic materials,or should it become known to AACE that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of AACE's services,AACE may,at its sole option and without liability for consequential or any other damages,suspend performance of its services under this Agreement until the Client retains appropriate qualified consultants and/or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. C. ASSUMPTIONS/CLARIFICATIONS: 1) AACE shall not be liable for the completeness of the SOP documentation since AACE's role is limited to providing support assistance in preparing the SOP documentation with the joint assistance of the CITY.RENDA and the equipment manufacturer. RACE understands that the HRSG and associated equipment at VCWRF will be operated by personnel experienced in the operation of steam equipment similar in nature,size and complexity as the steam systems at VCWRF. 2) CITY shall provide to AACE all RECORD DRAWINGS,SPECIFICATIONS,O&M Manuals, maintenance records,repairs records,draft SOP data,safety documentation and all other data prepared by the CITY or Others that is pertinent to AACE's responsibilities hereunder. 3) AACE shall be entitled to rely upon the completeness and accuracy of the information supplied by the CITY and will have no obligation to check or verify that information. 4) CITY will make available plant personnel and Renda personnel to assist the RACE Project Team during its work efforts. 5) AACE shall not have control over,charge of,or responsibility for the construction means, methods,techniques,sequences or procedures,or for safety precautions and programs in connection with the work of the CITY or other contractors at the PROJECT Site. 6) AACE's site visits,if any,are not intended to be an exhaustive check or a detailed inspection but rather are for observation only and to allow AACE to become familiar with the work in progress d icc t]11t 217-QqN't 79'210 Belt i.ine Kuad.Butte 350 Oullas.I v.as 7$.j4 w tt „ aarc-cnx cnm PlumbingMechanical I • •n I Electrical 1 Testing • • Attachment B -Compensation and to determine,in general,if the work is proceeding in accordance with the CITY's goals and expectations. Based on this general observation,AACE shall keep the Client informed about the progress of the Work and shall advise the Client about observed deficiencies in the Work. AACE shall not be responsible for any acts or omissions of other contractors,their subcontractors,any entity performing any portions of the Work or any agents or employees of any of them. AACE does not guarantee the performance of the contractor and shall not be responsible for the contractors failure to perform its Work in accordance with its contract or any applicable laws,codes,rules or regulations. 7) If the CITY desires more extensive project observation or full-time project representation,the CITY shall request that such services be provided by AACE as Additional Services in accordance with the terms of this Agreement Ill. COMPENSATION FOR BASIC SERVICES A Compensation shall be paid on a Time and Materials(T&M) basis per the billing rates listed below and shall not exceed$30,000(Max Not To Exceed)without the CITY's prior written approval. Compensation for AACE Basic Services includes overhead,communication charges(i.e.fax, telephone,email,and cell phone),travel to the project site,expedited shipping,courier services and computer usage. AACE Schedule of Hourly Billing Rates,January 2019 through December 2020 Adminl: $30.00 Admin3: $56.00 Admin5: $82.00 Drafter 1: $30.00 Drafter 3: $72.00 Drafter 5: $111.00 Design/Drafter 1: $44.00 Design/Drafter 4: $75.00 Design/Drafter 5: $85.00 Design/Drafter 7: $111.00 Technical Specialist 1: $125.00 Technical Specialist 2: $138.00 Technical Specialist 3: $164.00 Engineer 1: $83.00 Engineer 3: $109.00 Engineer 5: $138.00 Engineer 7: $164.00 Engineer 8: $177.00 Project Manager: $140.00 Sr.Project Manager: $170.00 Principal: $210.00 office t214t 217-9993,17920 Belt Line Roil.Suite 350 Dulias, Iexas 75233 IN aact: n- :m PlumbingMechanical • - • - /Commissioning Attachment B - Compensation IV. COMPENSATION FOR ADDITIONAL SERVICES A. CITY shall provide RACE with a written request for the Special Services, if such services become necessary. Written authorization must be obtained from CITY prior to proceeding with Special Services required to support the activities in Basic Services. V. TIME SCHEDULE The time periods and rates for the performance of this work shall be valid from June 2019 to June 2020. We appreciate you considering AACE for the opportunity to support you and the rest of the City of Fort Worth Team on this project If you have any questions or comments,feel free to contact me. R , Ricardo JJAZcaate,. P.E. President AACE, LLC Signature: Email: martin.phillips@fortworthtexas.gov _,' ,,,; `q, ❑'.r. ;u1 ail::, ::. Mechanical I • • • • •