HomeMy WebLinkAboutContract 45480 00f
CITY'
CITY OF FORT WORTH I TEXAS, COWR=Not STANDARD AGREEMENT FOR CONTRACTOR SERVICES
This AGREEMENT is between the City of Fort Worth,, a Texas horny-rule municipality
(the ""Cil ""),� and Badger aylig�htin g Corp., authorized to do business in Texas, an
independent contractor ("Contractor"),ntractor"), for a PROJECT generally described as: Subsurface
Utility Engineering (SUE),.
Article
Scope of Services
(1) Contractor hereby agrees to, perform s an independent contractor the services set
forth in the Scope of Services attached hereto as, Attachment "A"..
(2) Additional ,services, if any" will be requested in writing by the City. City shall not pay
for any work performed b Contractor or its subcontractors and/or suppliers that has
of been ordered in writing. It is specifically agreed that Contractor shall not be
compensated for any alleged ,additional work resulting from oral orders of any
pfson.
Article 11'
Compensation
Contractor shall be compensated in accordance with the lee Schedule shown in
Attachment "B" Payment shall be considered full compensation for all l'ab r, materials,
supplies, and equipment necessary to complete the services described in Attachment "A
However ever the total fee paid by the City shall not exceed a total of $49:,600.00 unless the
City and the Contractor mutually agree upon a fee amount for additional services and
amend this Agreement accordingly.
The, Contractor shall provide nthly 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 Contractor's invoice, for payment of same.
Acceptance, by Contractor of said payment shall operate as and shall release the City from
Xll claims or lia bilities under this Agreement for anything related to, done, or furniisihed in
connection with the services for which payment is made" i ncluding any act or omission of
the City in connection with such services.
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City of Fort Worth,Texas OFFICIAL R b
Standard Agreement for Professional Services
PMO Official Release Date; 1/28/201 � �� � 1 I k„
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Page 1 of FT"O �/ J �� w
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o a 2014
Article III
Term
Unless term�inated pursuant to the terms herein, this Agreement shall be for a term of Three
Hundred Sixty Five (365) Days, beginning upon the date of its execution, oir until the
completion of the subject matter contemplated herein, whichever occurs first.
Article IV
Independent Contractor
Contractor shall operate hereunder as an independent contractor, and not as an officer,
ag�ent, servant, or employee of' th�e City. Contractor 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, e,m ply es, contractors and subcontractors. The doctrine of respondent superior
shall not apply as between City and Contractor, its officers, agents,l employees, contractors,
and subcontractors, and nothing herein shall be construed as creating a partnership or joint
venture between City and Contractor.
Article V
Professional Competence and Indemnificati"on
(1i) Work performed by Contractor shall c,ompily In all aspects with all applicable local,
state and federal laws and with all apiplica�bl rules ainid 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'
iio
Contractor or its officers, agents, employees, contractors and subicon�tra ct rs for the
accuracy and competency of its services performed herelun r.,
(2) In accordance with, Texas Local Government Code Section 271.,9104, the
Contractor shall indemnify, hold harmless, and defend the City against
liability for any damage caused by or resulting from an act of negfigace,
intentional tort,, "Intellectual property infringement, or failure to play a
subcontractor or suppillier committed by the Contractor or Contractor's agent,
Contractor under contract, or another entity over which the Contractor's
exercises control, and Contractor is not responsible for any pre-existing
contamination to soils or spoils.
City of Fort Worth,,Texas
Standard Agreement for Professional Services
PMO Official Release Date,1/28/2013
Page 2 of 8
Article VII
Insurance
(1) Contractor shall not commence work ulndleir this Agreement until it has obtained all
insurance required under this Article and the City has approved such insurance, nor
shall Contractor allow any subcontractor to commence work on its subcontract until
all sim:i�l'ar insurance of the subcontractor has been so obtained and approval given
by the City; provided, however, Contractor may elect to add any subcontractor as
an additional insured under its liability policies.
Commercial General Liability
$1
,000,000 each occurrence
$1 000,000 aggregate
Automobile Liability
$1,000,000 each accident (or reasons it equivalent limits of
coverage if written on a split limits bads). Coverage shall be
on any vehicle used in the course of the Project.
Worker's Compensation
Coverage AI: statutory limits
Coverage B. $100,1000 each accident
$500,000 disease - policy limit
$1�00,0!001 disease - each employee
(2) Additional Insurance Requirements
a. Except for employer's liability insurance coverage under Contractor's worker's
compensation insurance policy, the City, its officers, employees and servants shall
be endorsed as an additional insured on Contractor's insurance policies.
b. Certificates of insurance, shall be delivered to the Water Department, Attention..
Roberto C. Sauceda, P.E., 1000 Throckmorton Street, Fort,Worth, TX 76102, prior
to commencement of work.
c. Any failure on part, of the City to irequest required insurance documentation shall
not constitute a waiver of the i,nsu!r,ance req�ui�remen�ts specified herein.
d. Each 'insurance policy shall be endorsed to provide the City a minimum thirty days
notice, of cancellation, non-renewal, and "oir ma,terial change in policy ierms or
coverage. A ten days notice shall be acceptable in the event of non-payment of
premium.
pity of Fort Worth,Texas
Standard:Agreernent for Professional Services
PMO Of Release Date: 1/28/2013
Page 3 of 8
e. Insurers must be authorized to do business, in the State of 'Texas and have a
I
current A.M. Best rating of N VII or equivalent measure of financial strength and
solvency.
f. Other than worker's compensation insuran , 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.
Workers' compensation insurance policy(s,), covering employees employed on the
Pr ject shall be endorsed with a waive subrogation providing rights of recovery
01
in favor of the City.
h. City shall not be responsible for the direct payment of insurance premium costs
for Contractors insurance.
i. Contractor's insurance policies shall each be endorsed to provide that such
insuran�ce 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, Contractor shall report, in a timely mannerI to
City's of des,ig�nated con-tract administrator any known loss occurrence which
could give rise to a liablility claim or lawsuit or which could result in a property loss.
I . Contractors liability shall not be limited to the specified amount's of insu�rance
required herein.
1. Upon the request of City, Contractor shall provide complete copies of all
insurance policies requiredby these Agreement documents.
Article VII
Transfer or Assignment
City andi Contractor each bind themselves, and their lawful successors and assigns, to this
Agreement. Contractor, its lawful successors and assigns, shall not assign, sublet or transfer
I
any interest in this Agreement without, piri,or written consent of the City.
Article VIII
Termination of Contract
(1 City may terminate this Agreement for its convenience one 301 days written notice.
Either the City or the Contractor for cause may terminate this Agreement if either
Party fails substantially to perform through no fault of the other and does not
C4 of Fort Worth,Texas
Standard Agreement for Professional Services
P Official Release Date: 1/28/20,113
Page 4 of 8
commence correction of such nonperformance with 5 days of written, notice and
diligently complete the correction thereafter
(2) If City chooses to terminate this Agreement under Article 8, upon receipt of' notice of
termination, Contractor shall discontinue services rendered up to the date of such
termination and City shall compensate Contractor based upon, calculations in Article
i
2 of this Agreement and Attachment "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 officerst
agents, employees, Contractors, or contractors, or prepared by Contractor, shall be
or become the property of the City,I and s,halil be furnished to the City prior to or at
the time such services are colrnpileted, or upon termination or expiration of this
Agreement.
Article IX
Right to Audit
(1) Contractor 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 Contractor involving transactions
relating to this Agreement. Contractor 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 secti�on., City shall, give Contractor reasonable advance notice of intended' audits.
(2) Contractor further agrees to include in all its subcontracts hereunder, a provision to
the effect that the subcontracting Contractor 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-Contractor, involving transactions to the subcontract, and
further,I that City shall have access during normal working hours, to, all sub-
Contractor 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 Contractor and any sub-Contractor reasonable advance notice of intended
audit.
(3), Contractor and sub-Contractors, agree to photocopy such documents as may be
requested by the City., The City agrees, to reimburse, Contractor for the cost of copies
at the rate published in the Texas Adrrilinistrative Code in effect as of the time copying
is performed.
City of Fort Worth,Texas
Standard Agreement for Professional Services
P Official Release Date- 1/2,8/2013
Page 5 of 8
Article X
Minority Business and Small Business Enterprise (MBE)(SBE) Participation
In accordance with, the City's Business Diversity Enterprise Ordinance, No:. 20020-12-20111
,as amended, the City has goals for the participation of minority business enterprises and/or
small business enterprises in City contracts. Contractor acknowledges the MBE and SBE
goals established for this Agreement and its accepted written commitment to MBE and SBE
participation. Any m,isreprese,ntation of facts (other than a negligent misrepresentation)
and:/or the commission of fraud by the Contractor may result in the termination of this
Agreement and debarment from participating in City contracts fore period of time of not less,
than three (3) years.
Article X1
Observe and Comply
Contractor 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 h�e,reu�nde,r, and shall observe and comply with all orders, laws
ord�inances, 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. Contractor agrees to defend, indemnify and hold: harmless City
and all of its officers, agents and employees from and age inst ell claims or liability arising out
of the violation of any such order,, liaw, ordinance, or regulation, whether it be by itself or its
e loye s.
Article X11
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 X1111
Contract Construction
The Parties acknowledge that each part Y 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
aimbiguities, are to be resolved against the dracftingi arty must not be employed in the
City of Fort Worth,Texas
Standard Agreement for Professional Services
P is Offiicial Release Date' 1/28/2013
Page,6 of 8
interpretation of this Agreement or any amendments or exhibits hereto.
Arficle XIV
Sev,erabil'ity
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
Agreement shall be construed as if such invalid or unconstitutional portion had never been
contained therein.
Arficle XV
Notces
Notices to, be provided hereunder shall be sufficient if forwarded to the other Party by
hand-delivery or via U.S. Postal Service certified maJI return receipt re uesteld, postage
prepaid, to, the address of the other Party shown be,lolw-
City of Fort Worth
Attn: Roberto C. Sauceda, P.E.,, Water Department
1,000 Throckniorton Street
Fort Worth, Texas 76102
Contractor.*
Badger Dayli,ghting Corp.
Attn: Cindy Niorris
Contract Specialist
1300 E. US, Hwy ,l 36, Suite E 46167
Art"Icle XVI
Headgs
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
PMO,Official Release Date"1/28/201 3
Page 7 of 8,
Art!"cle XV11
Counterparts
This Agreement may be executed in one o�r more counterparts and each counterpart shall,
for all purposes, be deemed an onginali but all such counterparts shall together constitute
but one and the same instrument.
Executed and effective this the 3 day of
n1l 20]
BY: BY:
CITY OF FORT WORTH CONTRACTOR
Badger Daylightling Corp.
Fernando Costa CiMy Norris
Assistant City Managier Contract Specialist
Date-.--4 Date.-
APPROVAL RECOMMENDED.-
By,-
Frank Grumb,i P.E.
Director,1 Water, Department
APPROVED AS TO FORM AND LEGALITY M&C N�o..-
By.-_-q M&C, Date.
Douglas W. Bliack
Assistant City Attorney
ATT
ary J. Kays r
City Secretary
City of Fort Worth,Texas F 11M AL RECORD
Standard Agreement for Professional Servicies
PMO Official Release Date- 1/28/2013 CIT"Y'SEGRETAR,
Page 8 of 8
WORTH,TIX
19
ATTACHMENT A
BADWR
Hyd:rolvac Rate Quotation
Scope of Work
1. Provide (1) number of trucks with - 2 person crews
2. Prevailing wage or standard wage project
3. What Badger is to do:
a. Scope of work to be provided
i., Quality Level A- Badger Daylighting will perform the vacuum excavation
and backfill the test hol�es. CobblFendley will obtain the information and
survey the utility tying into existing control.
iii. Quality Level B - Designate means to, record and mark the horizontal
location of the existing toineabille utilities, using non-destructive surface
geophysical techniques. A non-water based paint and/or colored pin flags,
utilizing the AP WA color code scheme, will be used on all surface markings
(tone marks) of underground utilities. The tone marks, will be surveyed,
tying into existing control and brought into a :ADD file where a utility map
will' be drawing depicting the existing utilities on the project site. Utility plan
sheets will also be developed and will be signed/sealed by a Registered
Professional Engineer license.
iii. All SUE services are performed in accordance with, AS CE 38/02 (Standard
Gulideline for the Collection and Depiction of Existing Subsurface Utility
Data).
4. Ground Conditions—Ground conditions to be considered average and free from obstructions of
hard clay, rocks over 6" in diameter, or other unforeseen obstructions.
5. Work area described—Remote hose not need all locations accessible from the truck.,
6. Securing of trenches—Trenches will be protected by stakes and orange fence provided by badger.
7. Water will! be provided by on site-fire hydrant.
8. Disposal site will be provided by Owner on Site.
9,. Ten, h,ou,r day to start at 8 am.
Monday,February 11,20,13
Page 1 of 5
BADGER
1 Senior Project manager $215-00/1113
2 Project englineer $150.00/1-11
utility Specialist $1 5.010/H
SUE Technician 1 mars) $915. H
5 Technician 2 $1 5, , hl
Survey man crew $145. H
7 Sens lair Survey Tech $140. 1-I
RPL 1 "0',0'0 HR
Survey Project Manager $205.
10 Clerical $7 5.00 HR
11 Hydrovac 2 Man crew) $240.00/1-111
1
Badger Da li htingCorpSupervisor $125.00/'H
13 Backfill Crew $1 51. 01-1
14 Travel Time (Per Crew) $1501000/1-111
r
Project Rates or Ful/Day Rates based on,a 10 hour day$2400.00 per day Ton de T"rr Drive. Per diem and'
addition , ersonnel are available for a fee if needed.
Monday, February 11,2013
Page 2 of 5
BADGER
Senior Project manager $215;.O,O/HR
2 Project engineer $1501.00/HR
Utility Specialist 10.E.O
SUE Technician man) $1 5. w HR
Technician 2 $105-00/1-113
Survey 2 ma n crew $145.00/HR
Senior Survey Tech
8 RRLS $170.010/HR
9 Project n r H
10 Clerical $7 5.00/H R
Travel Time e Per Crew) $150.00/HR
12 Per Diern (per, Man Crew 3 . DAY
Badger D,a,ylighting Corp Supervisor $125. /H
Monday, February 11,201
Page 3 of 5
BADGER
BUDiGITA,R,Y ESTIMATE
General dotes&Conditions:
1. Travel rates applly when traveling from the supporting Badger Operations office to the client's
project site.
2. It is assumed unless otherwise told that a dump s,itei shall be available at or near the jobsite.
Travel to and -from a designated dump site is considered part of the work day.
3. It is assumed that water will be available on site. Please advise if alternate arrangements will
need to be made.
4. Any additional third party services provided by Badger Daylightiing outside of our typical hydrovac
activities (like a water truck shall be charged out at cost+ 151%.
5. In no event shall) Badger Daylighting be liable for any special, indirect, incidental,consequential
(including loss of profit), or punitive damages.
6. With any Hydrovac project,there are possible additional charges that are application and site
specific. For exam pile, iterns such as water trucks, specialized eq�uiprnent and attachments
(remote hose,etc), crew trucks, and other items may be required. Father than provide an
extensive listing of aill possible considerations,this is best implemented on a project-by-project
basis and evaluated at the field operations level. The information presented) in this document
represents the complete proposal.
7. Any cost associated with extra insurance or permitting outside of Badger Diaylighting standard
provided iinsurance will be passed on to the customer.
8. Cave-ins or trench collapses will be considered out of scope.
91. Excessiive ground grater,or shallow water table will be considered out of scope.
101. Trenching outside of limits proposed above will be charged at hourly cost.
11. This proposal is valid for 30,days from the date posted on this proposal)doicument..
12. Terms of Payment- let 30 days from date of invoice.
13. 0% retainage is wi'thheldl.
14. Taxes--tax will be added to quoted pricing as required by State/Province/LocaI governments.
M�onday, February 11„2,013
Page 4 of 5
ryY ±UN III
v
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Client responsibility Includes:
1. Acicessto the H d'ro ae site.Permits and permission from property owners,utilities,and government agents.
2. Surface locates,survey marks and traffic control',if needed unless agreed to in writing prrior.
3. Breaking,removal,and restoration of as , uialit and or concrete unless agreed to in writing prior.
4. Establish,maintain and remediate accessible eater source and disposal site.
5. Specific direction and locations for Hydrovac excavation..
6. Materials to,:secure,and covert we excavation unless agreed to in writing prior.
". if soil if found to be contaminated the client will be responsible for d'isposal of material.
8. Any project delays caused by others that result in downtime of Badger H drovac units will be billed at the
hourly rates.$350.00/HR
9. Notify Badger of all billing requirements and any a pirol riate purchase orders,job numbers, AFE,
etc. that would be necessary to release payment to Badger. This must be done prior,to the first
day of work.
10. Notify Badger of'any of the fallowing: Certified payrolls, OCIP requirements, Prevailing wage
requirements, additional insurance requirements over what Badger already leas in place.
11. Make a best efforts to coordinate a full day of work.
Monday, February 11,201
Page 5 of 5