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HomeMy WebLinkAboutContract 43430 (2)CITY SECRETARY CONTRACT NO. my PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ( Agreement") is by and between the City A Fort Worth, ("City") and Jacobs Engineering Group, Inc., ("Consultant") and is effective as indicated, below. WHEREAS, the City is currently in the process of accelerating the implementation of three capital roadway debt programs valued at $237 million; and WHEREAS, in order to accelerate implementation of these capital roadway projects and further enhance the existing delivery system, additional staffing is required; and WHEREAS, the City of Fort Worth desires to retain Consultant on an interim basis to provide external staff extension services ("Services") on a task order basis; and WHEREAS, it is intended that this interim Agreement will be incorporated into a broader Professional Services Agreement as authorized by M&C C-25622 (June 12, 2012). NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE I SCOPE OF SERVICE A. Project The Consultant is hereby engaged by the City to perform Capital Program and Project Management Services on an interim basis, working in conjunction with City staff. B. Description of Services The Consultant shall per certain professional engineering and management services as requested under this Agreement until December 311 20125 or until such time as this Agreement is terminated. Such services shall include, but are not limited to: 1. The management and delivery of individual arterial and bridge improvement projects from concept design through construction, including support services and project close-out. 2. Providing increased efficiency, effectiveness and consistency of the City's project/program delivery teams by instituting: a. Improvement to processes involved in the delivery of Capital Infrastructure Projects b. Mentoring individual staff members 3 Jacobs Engineering Group —Professional Services Agreement Page 1 of 10 07-23-12 OFFICIAL P01�07 IN 4 Clarifications: a. Construction Phase Services Consultant's scope of work shall not include making inspections or reviews of the safety programs or procedures of the construction contractor(s), and shall not review their work for the purpose of ensuring their compliance with safety standards. If Consultant is called upon to review submittals from construction contractors, Consultant shall review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings, product data and samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. Consultant's action shall be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in Consultant's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities. Consultant shall not assume any responsibility or liability for performance of the construction services, defects or deficiencies in the construction services, for the safety of persons and property during construction, or for compliance with federal, state and local statutes, rules, regulations and codes applicable to the conduct of the construction services. Consultant shall have no influence over the construction means, methods, techniques, sequences or procedures. Construction safety shall remain the sole responsibility of the construction contractor(s). b. Reviews To the extent Consultant is responsible for review and evaluation of work supplied by others, the City agrees to release and hold Consultant harmless from any and all liabilities to any person or entity caused as a result of deficiencies in such work. The City acknowledges that ultimate responsibility for deficiencies in such work shall be attributable to the person or entity providing such work irrespective of Consultant's review and evaluation of the same. ARTICLE II COMPENSATION A. Fees Consultant is responsible to provide services on a time and material reimbursable basis, in an amount not to exceed $55,000. City agrees to compensate the Consultant from current funds in accordance with the negotiated rates as follows: Senior Program Manager: $197.00/hour Jacobs Project Manager: $126.00/hour Shield Project Manager: $123.50/hour Jacobs Engineering Group —Professional Services Agreement Page 2 of 10 B. Payment for Services Consultant shall provide monthly invoices, including a summary of the services performed. Payment is due within 30 days after receipt of invoice for each service rendered C. Disputed Billing In the event of a disputed or contested billing, only that portion so contested will be withheld from payment and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until same is mutually resolved. City shall have 15 days to pay the resolved billing amount (if any is owed), after which time, interest shall begin to accrue. If City fails to make payment to Consultant for billings contested in good faith within 60 days of the resolution of same, the Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest. In the event of suspension of services, the Consultant shall have no liability to City for delays or damages caused the City because of such suspension of services. Article III Obligations of the Consultant A. General The Consultant will serve as the City's professional representative under this Agreement, providing Professional Engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The standard of care applicable to the Consultant's services will be the degree of skill and diligence normally employed in the State of Texas by Professional Engineers performing the same or similar services at the time such services are performed. C. Consultant's Authority The presence or duties of the Consultant's personnel, whether as on -site representatives or otherwise do not make the Consultant or its personnel in any way responsible for those duties that belong to the City. The Consultant and its personnel have no authority to exercise any control over City employees in connection with their work. D. Right to Audit 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 and photocopy any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this contract. Consultant agrees that the City shall Jacobs Engineering Group —Professional Services Agreement Page 3 of 10 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 reasonable advance notice of intended audits. 2) Consultant agrees 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. E. Consultant's Insurance 1) Insurance coverage and limits: Consultant shall provide to the City certificates) of insurance documenting policies of the following coverage at minimum limits that are to be in effect prior to commencement of work on the project. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate 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 a 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 Jacobs Engineering Group —Professional Services Agreement Page 4 of 10 a 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 a project. a. Applicable policies shall be endorsed to name the City an Additional Insured thereon with respect to Consultant's negligence, 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. d. A minimum of forty-five (45) 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. Deductible limits, or self -insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, 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 CITY shall be entitled, upon its request and without incurring expense, to promptly receive verification that Consultant's insurance policies, including endorsements thereto, are active and in force as noted on certificates insurance provided to the CITY and, at the CITY'S discretion the Consultant may be required to provide proof of insurance premium payments i. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions in writing. j. 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 Jacobs Engineering Group —Professional Services Agreement Page 5 of 10 insurance shall state both the retroactive date and that the coverage is claims -made. k. 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. F. Independent Consultant The Consultant agrees to perform all services as an independent consultant and not a subcontractor, agent, or employee of the City. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its officers, agents, employees and consultants, and doctrine of respondent superior has no application as between the City and the Consultant. G. Disclosure The Consultant acknowledges to the City that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed project and business relationships with abutting property cities. The Consultant further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Article IV Obligations of the City A. City -Furnished Data Consultant may rely upon the accuracy, timeliness, and completeness of the information provided by the City. B. Access to Facilities and Property The City will make its facilities accessible to the Consultant as required for the Consultant performance of its services. C. Timely Review The City will examine the Consultant's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other engineers as the City deems appropriate; and render in writing decisions required by the City in a timely manner in accordance with the project schedule included in the Consultant. Jacobs Engineering Group —Professional Services Agreement Page 6 of 10 D. Prompt Notice The City will give prompt written notice to the Consultant whenever City observes or becomes aware of any development that affects the scope or timing of the Consultant's services or of any defect in the work of the Consultant. E. Litigation Assistance The Scope of Services does not include costs of the Consultant for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the City. In the event City requests such services of the Consultant, this Agreement shall be amended or a separate agreement will be negotiated between the parties. F. Changes The City may make or approve changes within the general Scope of Services in this Agreement. If such changes affect the Consultant's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this Agreement with appropriate City approval. Article VI General Legal Provisions A. Authorization to Proceed Consultant shall be authorized to proceed with this Agreement as of the Effective Date. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the Consultant, whether in hard copy or in electronic form, are instruments of service for a project, whether a project is completed or not. Reuse, change, or alteration by the City or by others acting through or on behalf of the City of any such instruments of service without the written permission of the Consultant will be at the City's sole risk. The City shall own the final designs, drawings, specifications and documents. C. Force Majeure The Consultant is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the Consultant. D. Termination 1) This Agreement may be terminated only by the City for convenience on 30 days' written notice. This Agreement may be terminated by either the City or the Consultant for cause 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. This Agreement will be automatically terminated, without the necessity of complying with D. 2) below, if/when a subsequent Professional Services Agreement between the Parties is Jacobs Engineering Group —Professional Services Agreement Page 7 of 10 executed; provided, however, the terms of this Agreement are incorporated into the terms of the subsequent agreement. 2) If this Agreement is terminated for the convenience of the City, the Consultant will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies, plans, specifications or other forms of Consultant's work product; b.) Out-of-pocket expenses for purchasing storage containers, microfilm, electronic data files, and other data storage supplies or services; c.) The time requirements for the Consultant to document the work underway at the time the City's termination for convenience so that the work effort is suitable for long time storage. 3) Prior to proceeding with termination services, the Consultant will submit to the City an itemized statement of all termination expenses. The City's approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The City may suspend, delay, or interrupt the services of the Consultant for the convenience of the City. In the event of such suspension, delay, or interruption, an equitable adjustment in the Consultant's compensation will be made. F. Indemnification 1) In accordance with Texas Local Government Code Section 271.904, the 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 by the negligence or willful misconduct of the Consultant, its employees, officers, and subcontractors in connection with the Project. 2) 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). 3) Notwithstanding any other provision of this Agreement to the contrary, the parties hereto mutually agree that neither party shall be liable to the other for any indirect, incidental, consequential, or special damages including loss of revenue or profit, arising directly or indirectly from the parties' relationship under this Agreement or applicable law, and regardless of claims based upon contract or tort. Jacobs Engineering Group —Professional Services Agreement Page 8 of 10 G. Assignment Neither party shall assign all or any part of this Agreement without the prior written consent of the other party. H. Interpretation Limitations on liability and indemnities in this Agreement are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the City and the Consultant, and their officers, employees, agents, and subcontractors. L Jurisdiction The law of the State of Texas shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this Agreement shall be Tarrant County, Texas. J. Alternate Dispute Resolution All claims, disputes, and other matters in question between the City and Consultant arising out of, or in connection with this Agreement or the Project, or any breach of any obligation or duty of City or Consultant hereunder, may be submitted to mediation. If mediation is unsuccessful, the claim, dispute or other matter in question may be submitted to a court of competent jurisdiction. K. Severability and Survival If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. L. Observe and Comply Consultant shall at all times observe and comply with all federal and State 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 during the term of this Agreement 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. Jacobs Engineering Group —Professional Services Agreement Page 9 of 10 This Agreement is EFFECTIVE as of June 15, 2012s APPROVED: City of Fort Worth Fernando Costa Assistant City Manager DATE: //Z VAL RECOMMENDED: Douglas �UWiersig U Director, Transportation/Public Works Department Consultant Jacobs Engineering Group Inc. ej;4_a a De4 2 Michael Bauer / Operations Manager DATE: 69 /r APPROVED AS TO FORM AND LEGALITY: M&C: Date: Douglas W. Black Assistant City Attorney ATTEST: r-M J. City Secretary OOU00® Jacobs Engineering Group —Professional Services Agreement Page 10 of 10 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/12/2012 CONTINUED FROM A PREVIOUS WEEK DATE: Tuesday, May 15, 2012 REFERENCE NO.: C-25622 LOG NAME: 20ENGINEERING SERVICES AGREEMENT - JACOBS SUBJECT: Authorize Execution of an Engineering Services Agreement with Jacobs Engineering Group, Inc., in the Amount of $2,410,478.00 for Staff Extension Services Over a Twenty Four Month Time Period for Accelerating Delivery of Transportation Capital Improvement Projects (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Engineering Services Agreement with Jacobs Engineering Group, Inc,. in the amount of $2,410,478.00 for staff extension services for a twenty four month time period for accelerating delivery of transportation capital improvement projects. DISCUSSION: The Department of Transportation and Public Works (TPW) in October 2011 developed an aggressive schedule for the delivery of all remaining Capital Projects in the 2004 and 2008 Bond Funded programs as well as the 2007 Critical Capital program. A critical element to this accelerated delivery schedule is management of individual improvement projects and the effective work load of individual program managers and engineers to achieve maximum project values, and minimize schedule and cost components. To realize these delivery goals, additional Staff resources are required during this peak in work activities. The Department has reorganized City Staffing to meet this demand and included additional Staff extension consulting services which will integrate into the City delivery model, providing specific program/project delivery experience. The proposed Staff extension consulting services will be utilized over the next 24 months to manage the delivery of individual improvement projects. In addition the services will be utilized to further streamline the existing delivery procedure developed as part of the Integrated Program Management initiative. Consultant Staff will work side by side with Staff allowing further best practices and mentoring to be integrated into the City process. On January 26, 2012 and February 2, 2012, TPW issued a Request for Qualifications (RFQ) soliciting responses from consulting firms to provide these services. Seven responses were received which were evaluated based upon demonstrated experience of the identified Senior Program Manager, experience of the Project Engineers, understanding and approach to fulfilling the defined role, and similar program and project delivery abilities of the firm's support Staff. The responses were evaluated by representatives of TPW and the Program Management Office. Three firms were selected for face to face interviews with each of their designated three member teams. Those interviews included representatives of TPW, Project Management Office and Water Department. The interview panel unanimously selected Jacobs Engineering Group, Inc,. as the firm that could best provide the defined services. Logname: 20ENGINEERING SERVICES AGREEMENT - JACOBS Page 1 of 2 This program support contract is structured in two parts. Part A is for the Staff extension services which will include one Senior Program Manager and two Project Engineers for a period of two years. The contract amount for those services is $1,910,478.00. Part B is for specific tasks which will be initiated as defined to address specific project delivery streamlining and enhancements which will involve additional support Staff. As these efforts are determined to be warranted and are clearly defined, the City will issue individual work orders to the Consultant for which a cost determination will have been prepared and approved before work begins. The total maximum available for Part B services is $500,000.00. Funding for this work effort will be allocated to each of the three capital debit programs as well as individual capital projects. Jacobs Engineering Group, Inc., is in compliance with the City's M/WBE Ordinance by committing to 25 percent M/UUBE participation. The City's goal on this project is 20 percent. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funding will be available in 2004, 2007, and 2008 Capital Projects on a project by project basis. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers _. _ _ _ _- CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating_Department Head: Douglas W. Wiersig (7801) Additional Information Contact: Andy Anderson (8648) ATTACHMENTS 1. JEG Revised Compliance Memo 5.03.12.pdf (CFW Internal) Logname: 20ENGINEERING SERVICES AGREEMENT - JACOBS Page 2 of 2