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Home My WebLink AboutContract 40737STATE OF TEXAS § COUNTY OF TARRANT § CITy SECRETpjy CONTRACTNO___. 40 l KNOWN ALL BY THESE PRESENTS: tk THIS AGREEMENT, entered into th day of , 2010 by and between the City of Fort Worth, a home -rule municipal corporation ituated in Tarrant, Denton, Parker, and Wise Counties, Texas, acting herein by and through its duly authorized Assistant City Manager, hereinafter called the "City", and Freese and Nichols, Inc., an independent contractor "Consultant". City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WITNESSETH That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE 1 SERVICES Section 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 ConAgra Water and Sewer Assessment. Section 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 2 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 $15,893 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. 0 -f, 10 rA,1O. 31 IN 1 OFFICIAL RECORD CITY SECRETARY LT: WORTH, TX 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. ARTICLE 3 TERM Unless terminated pursuant to the terms herein, this Agreement shall begin upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. ARTICLE 4 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 5 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 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. ApproN al 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. Section 2. In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold handless, 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. Professional Services Consultant Agreement Rev l0.6A9 Page 2 of 11 ARTICLE 6 INSURANCE Section 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, howe‘ er, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Professional Liability $1,000,000 per claim and aggregate. Professional Liability insurance may be written on an occurrence or claims - made basis. If coverage is written on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. I'he certificate of insurance shall state that the coverage is claims -made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement, and for five (5) years following completion of the service provided under the contractual agreement, or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. 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 AN statutory limits Coverage B. $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Section 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 Professional Services Consultant Agreement Rev 10.6.09 Page 3 of 11 b. Certificates of insurance shall be delivered to the Water Department Engineering and Fiscal Services, Attention: Wendy Chi-Babulal, EMBA, P.E , 1000 Throckmorton Street, Fort Worth, TX 76102, 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. 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. 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. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE 7 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. Professional Sen' ices Consultant Agreement Rev 10.6.09 Page 4of11 ARTICLE 8 TERMINATION OF CONTRACT Section 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 Section 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. Section 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 9 RIGHT TO AUDIT (a) 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 vs orking 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. (b) 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 subconsultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance vs ith the provisions of this article City shall give Consultant and any subconsultant reasonable advance notice of intended audit. (c) Consultant and subconsultants 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 Professional Services Consultant Agreement Rev 10.6.09 Page 5 of 11 ARTICLE 10 MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. 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 11 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. ARTICLE 12 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 he 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 13 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 14 SEVERABILITY The provisions of this Agreement are severable, and if any \Nord 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, sectionor other part of this Agreement to other Professional Services Consultant Agreement Rev 10.6.09 Page 6 of 11 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 15 NO1 ICES Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand - delivery or via U.S. Postal Sen ice certified mail return receipt requested postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: S Frank Crumb, P.E. Fort Worth Water Department 1000 Throckinorton Street Fort Worth, Texas 76102 Consultant: Freese and Nichols Attn: Jessica Brown, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 ARTICLE 16 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 ARTICLE 17 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 Professional Services Consultant Agreement Rev 10.6.09 (Remainder of Page Intentionally Left Blank) Page 7of11 IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: Fernando Costa Assistant City Manager RECOMMENDED: S. Frank Crumb, P.E. Water Department APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney ATTEST: Marty Hendrix City Secretary %Jac-0 ao‘D Date CONSULTANT: Thomas Haster, P.E. Principal nd .&C RE QUHUID dettfolatr'N neptewiforea OFFICIAL RECORD CITY SECRETARY F7 ENOR7H, TX ATTACHMENT "A" SCOPE OF SERVICES Professional Services Consultant Agreement Rev 10.6.09 FREESE � 4055 International Plaza, Suite 200 • Fort Worth, Texas 76109 • 817-735-7300 • fax 817-735-7491 • www.freese.com (�gIq.K:oXrk 11i1F.V,(='r o�' �ft,ox. 11 j 1 1i:9 i ?li'<< diIrt<<; udfi. 4li (4,111Y4 July 27, 2010 Wendy Chi-Babulal, P.E. City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102-6311 Dear Ms. Chi-Babulal: In response to our meeting with you on July 16, 2010, we are pleased to submit this proposal for providing professional engineering services to the City of Fort Worth for the review and assessment of the proposed ConAgra Development. SCOPE OF SERVICES Freese and Nichols will render the following professional services in connection with the development of the Project: ENGINEER shall provide water/wastewater modeling services necessary for the assessment of the proposed ConAgra development. 1. Develop Water Demands: Development review tasks include calculating average day, maximum day, and peak hour demands for ConAgra development. FNI will make adjustments, if necessary, to average day, maximum day, peak hour, and fire flow demand conditions based on the population, employment, billing meter data and information provided by development representatives and input from City of Fort Worth Water Department staff. 2. Develop Wastewater Loads: Development review tasks include calculating average day and peak wet weather loads for ConAgra development. FNI will make adjustments, if necessary, to average day and peak wet weather loads conditions based on the population, employment, billing meter data and information provided by development representatives and input from City of Fort Worth Water Department staff. 3. Hydraulic Water Modeling: FNI will perform a hydraulic analysis to determine the parameters below by adding proposed water lines and nodes to the existing model; assigning C-factors, ConAgra diurnal pattern, water demands and elevations; running the model at maximum day demand for required fire flow and at peak hour demand. • Off -site improvements to serve the proposed development • Potential over -sizing of off -site improvements • On -site pipe sizing • Maximum capacity of recommended pipes Page 2 4. Hydraulic Wastewater Modeling: FNI will perform a hydraulic analysis to determine the parameters below by adding proposed sewer lines and nodes to the existing model; assigning roughness coefficients ConAgra diurnal pattern wastewater loads and elevations; running the model under 5-year 6-hour design storm. • Impact of the development on downstream infrastructure • Off -site improvements to serve the proposed development • Potential over -sizing of off -site improvements • On -site pipe sizing • Maximum capacity of recommended pipes 5. Technical Memorandum: FNI will prepare a technical memorandum that documents the hydraulic analysis and summarizes the recommendations ENGINEER shall submit draft and final modeling results to CLIENT and CITY in hardcopy format and electronically in Adobe portable document file (pdf) format. Each set of draft reports shall be marked as 'Draft." These shall be reviewed and checked by the CITY and returned to Engineer for corrections. The Engineer shall seal, sign and date the approved final reports. All reports documents, provisions, attachments, and correspondence provided in accordance with this contract shall be dated. 6. Project Review Meeting: FNI will meet once with City of Fort Worth Water Department Staff to review the calculations and recommended improvements TIME OF COMPLETION Freese and Nichols is authorized to commence work on the Project upon execution of this Agreement and agrees to complete the services in accordance with the following schedule: Complete technical memo within 1 week from Notice to Proceed. If Freese and Nichols' services are delayed through no fault of Freese and Nichols, Freese and Nichols shall be entitled to equitable adjustment of compensation and Freese and Nichols shall be entitled to adjust contract schedule consistent with the number of days of delay. RESPONSIBILITIES OF CITY City shall perform the following in a timely manner so as not to delay the services of Freese and Nichols: A. Designate in writing a person to act as CITY's representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define CITY's policies and decisions with respect to Freese and Nichols' services for the Project. B. Provide all criteria and full information as to CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which CITY will require to be included in the plans and specifications. Assist Freese and Nichols by placing at Freese and Nichols' disposal all available information pertinent to the Project including previous reports and any other data relative to the Project. L•\Resources\cbs\F\Fort Worth\ConAgra Develop Page 3 D. Arrange for access to and make all provisions for Freese and Nichols to enter upon public and private property as required for Freese and Nichols to perform services under this Agreement. E Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by Freese and Nichols, obtain advice of an attorney, insurance counselor and other consultants as CITY deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of Freese and Nichols. F. CITY shall make or arrange to have made all subsurface investigations including, but not limited, to borings test pits, soil resistivity surveys and other subsurface explorations. CITY shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by CITY. G. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as CITY may require or Freese and Nichols may reasonably request with regard to legal issues pertaining to the Project. DESIGNATED REPRESENTATIVES Freese and Nichols and OWNER designate the following representatives: • Owner's Designated Representative - Wendy Chi-Babulal, PE , Fort Worth Water Department; 1000 Throckmorton, Fort Worth TX 76109, Phone 817-392-8242; Fax 817-392-8195, email wcb@fortworthgov.org • Owner's Accounting Representative - • Freese and Nichols' Project Manager — Jessica Brown, 4055 International Plaza, Suite 200, Fort Worth, Texas 76109; Phone 817-735-7406; Fax 817-735-7491; email jib@freese.com. • Freese and Nichols' Accounting Representative 4055 International Plaza, Suite 200, Fort Worth, Texas 76109; Phone 817-735-7354; Fax 817-735-7496; email jvc@freese.com. COMPENSATION FNI proposes to furnish our services as described herein in accordance with Attachment CO, `Compensation' . The total fee for Basic Services shall be computed on the basis of Attachment CO but shall be a not -to -exceed fee of Fifteen Thousand Eight Hundred Ninety -Four Dollars ($15 894 00) If FNI sees the Scope of Services changing so that additional services are needed, FNI will notify the City for the City's approval before proceeding. Additional services shall be computed based on the Schedule of Charges found in Attachment CO. Payment of the services shall be due and payable upon submission of a statement for services. Statements for services shall not be submitted more frequently than monthly. L:\Resources\cbs\F\Fort Worth\ConAgra Develop ;i Page 4 TERMS AND CONDITIONS OF AGREEMENT We propose to furnish our services as described herein in accordance with Attachment TC, "Terms and Conditions of Agreement". If additional information or clarification is desired, please do not hesitate to contact us. If you are in agreement with the services described above and wish for us to proceed with this assignment, please sign below and return one copy of the agreement for our files. Yours very truly, FREESE AND NICHOLS, INC. Jessica L. Brown, P.E. Associate Thomas Haster, P.E. Principal Approved: CITY OF FORT WORTH By: Title: Date: L:\Resources\cbs\F\Fort Worth\ConAgra Develop ATTACHMENT "B" FEE SCHEDULE Professional Services Consultant Agreement Rev 10.6.09 ATTACHMENT CO COMPENSATION COST TIMES MULTIPLIER WITH MAXIMUM FEE LIMIT OPTION A. Not to Exceed: The total fee for Basic Services shall be computed on the basis of the Schedule of Charges but shall not exceed Fifteen Thousand Eight Hundred Ninety -Four Dollars ($15,894.00) If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services, FNI will notify OWNER for OWNER's approval before proceeding. Additional services shall be computed based on the Schedule of Charges. B. Schedule of Charges: Staff Member Resident Representative Salary Cost is defined as the laborers, etc., for the time unemployment compensation payments, sick leave, vacation and holiday pay applicable thereto. payroll. This factor is adjusted annually.) Salary Cost Times Multiplier of 2.18 Salary Cost Times Multiplier of 2.0 cost of payroll of engineers, draftsmen, stenographers, surveymen, clerks, directly chargeable to the project, plus social security contributions, insurance, retirement benefits medical and insurance benefits, longevity (Salary Cost is equal to 1.632 times Other Direct Expenses Actual Cost Times Multiplier of 1.1 Other direct expenses shall 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. Rates for Inhouse Services Computer $10.00 per hour Plotter Bond Special Color $ 2.50 per plot $ 5.00 per plot $ 5.75 per plot Testing Apparatus Density Meter $700.00 per month Gas Detection $ 20.00 per test 3 10 04 L•\Resources\cbs\F\Fort Worth\ConAgra Develop Printing Black and White $0.10 per copy Color $0.50 per copy Binding $5.75 per book CO-1 FNI OWNER Attachment B Review of Proposed ConAgra Development in the City of Fort Worth City of Fort Worth Engineering Fee Estimate Task Review of Proposed ConAgra Development in the City of Fort Worth Principal PM Project Engineer #1 Project Engineer #2 GIS Word Processor Total Hours Estimated Total Fee 1 Develop Water Demands 2 7 8 2 19 $2,432 2 Develop Wastewater Loads 2 6 2 10 $1,339 3 Hydraulic Water Modeling 2 4 16 4 2 28 $3,983 4 Hydraulic Wastewater Modeling 2 4 16 4 2 28 $3,983 5 Technical Memorandum 2 6 6 4 2 5 25 $3,364 6 Project Review Meeting 2 2 4 $607 Labor Cost Subtotal 6 20 53 20 10 5 114 $15,708 Expenses General Expenses $0 Printing $185 Expenses Subtotal $185 Review of Proposed ConAgra Development in the City of Fort Worth $15,893 Freese and Nichols, Inc. B-1