HomeMy WebLinkAboutContract 45499 City SE*WARY
STATE OF TEXAS § CONTRACT 110,
COUNTIES TAR.
DENT DENTON AND WISE
HIS AGREEMENT is made and executed by and between the City of Fort Worth,"T"exas,
a municipal coirporation situated in Tarrant, Denton and Wise Counties,Texas, hereinafter called the
"City/f , acting herein by and through Fernando Costa, its duly authorized Assistant City Manager,
and Areadis U.S., Inc„., hereinafter called the "Consultant," acting herein by and through Jenni#er
Ivey, its duly authorized Principal Consultant.
WHEREAS, the City desires to perform a Wholesale Water Cost of Service and Rate
.study; and
WHEREAS, the City desires to hire a professional firm knowledgeable and experienced in
conducting such a study, and
WHEREAS, the Consultant has represented that it is knowledgeable and experienced in
conducting such a study.
NOW, THEREFORE, that for and in consideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby covenant and agree as follows:
SECTION
DEFINITIONS
In this Contract, the following words and phrases shall be defined as follows:
Cl � Re resenta ive means the Director of the Water Department or his designee.
Contract Documents mea ns the Consultant's Draft Scope of Services, attached as exhibit "A", this
Contract and all other attachments.
Deliverable Document ent means a report, photograph, electronic file, or an invoice that shows the
compilet or of one of the work tads and/or suhtasks. Electronics files shall be in Word, :excel,
A utoCad, or sirrfflar software and shall be provided as requested by the City.
Notice to Proceed means the letter issued by the City that authorizes Consultant to began word. It
also authorizes future invoices to he paid.
The City hereby contracts with the Consultant as an independent consult: t, and the Consultant
hereby agrees to perform the professional services set out herein in accordance with standard utility
rate-setting practices and policies.
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SECTION 2.
SCOPE OF SERVICES,
The Consultant shall perform a Wholesale Water System, Cost of Service and Rate, Study for fiscal
year beginning October 1, 2014, in accordance with Consultant's Response to the RFP as described
in Exhibit A.
SECTION 3.
TEVIE OF PER-FORMANCE
Services of the Consultant shall commence upon written Notice to Proceed from the City. Unless
otherwise directed by 'the City and agreed to by the Consultant, the deliverables shall include the
following as set forth by the City.
1. The Consultant will review all inputs made by Staff into the rate model.
2. The Consultant will review and confirm all calculations, by the model related to establishing
revenue requirements:
a) operating expense-,,
b) depreciation expense; and
c) return on investment.
3. The Consultant will review and confirm. all calculations by the model related to allocating
costs,of service:
a) allocate cost of service to water service functions; and
b allocate functionalized costs to the wholesale customer class
4. The Consultant will review and confirm all calculations by the model related to calculating
and recommending rates and charges:
5. May 22, 201.4 Is'Draft Cost of Service and Rates Report,
6. June 5, 20 l.4 2"d Draft Cost of Service and Rates Report; and
7. July 17, 2014 Final Cost of Service and Rates Report.
SECTION 4.
COMPENSATION TO THE CONSULTANT AND MEITHOD OF PAYMENT
As compensation for the services required to complete this Project in accordance, with the terms of
this Agreement, the City agrees to pay the Consultant on the basis of the hourly rates set forth in this
section an amount not-to-exceed $41,990. This amount shall, constitute full mid complete
compensation for the Consultant I s, services, under this Agreement, including all expenditures, made
and expenses incurred by the Consultant in performing such services.
Such compensation shall. be paid to the Consultant in monthly installments upon submission of
statements,, together, with supporting data indican,ng the progress of the work and services
performed for the month imi-nediately preceding. Invoices will be due upon receipt and payable
within thirty (310) days, subject to certification by the Director of the Water Department, or his
authorized representative, that such work has been performed and the expenses have been incurred.
Such certification shall not be unreasonably withheld or delayed.
Reimbursable expenses are part of the Not-to-Exceed amount and include, but are not necessarily.
limited to subcontractors expenses, travel, report production and other out-of-pocket expenses,
which shall be paid based upon actual cost, supported by such documentation as the City may
.reasonably request.
SECTION5.
PROFESSIONAL RES PONS tBILITY' A ND WARRANTY
Consultant shall perform services consistent with skill and care ordinarily exercised by other
professional consultants under similar circumstances at the time services are performed, subject to
any limitations, established by City as to degree of care, time or expense to be incurred or other
limitations, of this Agreement. Consultant -further warrants that it will perform all services under this
Agreement in a safe, efficient and lawful mariner using industry accepted practices, and in full
compliance with all applicable state and federal, laws governing its activities and i's under no
restraint or order which would prohibit performance of services under this Agreement.
SECTION 6.
ESTABUSUMENT AND MAINTENANCE OF RECORDS
Records shall be maintained by the Consultant at its place of business with respect to al.1 matters
covered by this Agreement. Such records shall be maintained for a period of three (3) years after
receipt of final payment under this Agreement.
SECTION 7.
AUDITS, AND INSPECTIONS
The Consultant agrees that the City shall, until the expiration of' three (3) years after the final
payment under this Agreement have access to and the right to exatyfine any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Agreement.
The Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant,, reasonable
advance notice of intended audits.
The Consultant further agrees to inc]Ltde in all its subcontracts hereunder a provisions to the effec�t
that the subcontractor: agrees that the City shall, until the expiration of three (3) years after the final
payment and directly pertinent books, documents, papers and records of such subcontractor,
Involving transactions to the subcontract, and further., that City shall have access during normal
working hours, to all subcontractor facilities, and shall be provided adequate and appropriate work
space, in order to conduct audits in compliance with the provisions of this article, and shall. give
subcontractor reasonable advance notice of intended audits.
SECTION 8.
INDEMNITY
THE CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
THE CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL THIRD R CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF
ANY KIND BROUGHT AGAINST SAID PARTIES TO THE EXTENT CAUSED
NEGLIGENT ACT, ERROR, OIL OMISSION OF THE CONSULTANT OR
CONSULTANT9S AGENTS9 EMPLOYEE OR
OFFICER,
SERVICES HEREUNDER, THE CONSULTANT IS NOT REQUIRED E N E T
DEFEND, INDEMNIFY N HOLD R, LI SA► SHE, CITE"" OF FORT WORTH AND
ITS OFFICIALS AGENTS AND EMPLOYEES FROM LIABILITY RESULTING FROM
THE NEGLIGENCE OR R FUL ACTS OF THE CITY OR ANYTHIRD PARTY.
THE INDEMNITY .E 'I.. I D HEREUNDER SHALL NOT BE LIMITED BY REASON
OF THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN THIS
AGREEMENT,
SECTION 9,
C ,MCE WITH LAWS
In providing the scope of services outlined herein, the Consultant shall comply with all applicable
laws, ordinances, and codes of the Federal, State and local governments.
Consultant certifies that on the day work is to commence under this Agreement and during the
duration of the Agreement, it shall have and maintain current valid and appropriate federal and state
licenses and permits necessary for the provision of services tinder this Agreement.
Consultant also certifies that if it uses any subcontractor in the performance of this Agreement, that
such subcontractor shall have and maintain ClUrrent valid and appropriate federal and state licenses
and permits necessary for the provision of services under this Agreement.
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SECTION 10.
O N-DISCRIMINATI
During the performance of this Contract, Consultant agrees not to discriminate against any
employee or applicant for employment because of race, religion, color, see or national origin,
except where religion, sex or national. origin is a bona fide occupational qualification reasonably
necessary to the norn-al operation, of the Consultant, Consultant agrees to post in conspicuous
p laces, available to employees and applicants, for employment, notices setting forth the provisions of
the nondiscrir nation clause.
Consultant also agrees that in all solicitations or advertisements for employees placed by or loin
behalf of this Contract, that Consultant ts an equal opportunity employer.
Notices, adve rtisements, and solicitations laced in accordance with federal law, rule or regulation
shall he deemed sufficient for the Purpose of meeting the requirements of this section.
SECTION 11.
3
MODIFICATION
No modification of this Agreement shall be binding on Consultant or the City unless set out in
writing and signed by both parties. Modifications shall be in the same format as the final
specification showing the change or addition of a task, prqj,ect schedule, deliverable document(s),
and schedule of payments.
SECTION 12.,
PERSONNEL
The Consultant represents that it has, or will secure at its own expense, all, personnel required in
performing all of the services required under this Agreement. Such personnel shall not be
employees of or have any contractual relationships with the City.
All the services, required hereunder will be performed by the Consultant or under its supervision and
all personnel engaged in the work shall be qualified and shall be authorized or per ini,tted under state
and local law to perform such services.
The Consultant represents that the Consultant's Project Manager, Jennifer Ivey, is available to
ensure completion of'the scope of services pursuant to this Agreement.
SECTION 13.
ASSIGNABILITY
1
Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent ol-C
the other party, and any attempted assignment, sublease or transfer of all or any part hereof without,
such prior written consent shall be void.
SECTION 14.
DEFAULT
Consultant shall not be deemed to be in default because of any failure to perform under this
6 'lure arises from causes beyond the control and without. the fault or negl*
Agreement I if the failure I igence
of Consultant. Such causes shall include acts of Gold, acts, of the public enemy, acts of Government,
in either its sovereign or contractual capacity,, fires, flood,epidenu*cs, quarantine restrictions,, strikes,
freight embargoes, and unusually severe weather.
If Consultant fails to begin work herein provided for within the time specified above, or to complete
such work within the time specified above, within the true meaning of this Agreement, City shall
have the right,to take charge of and comp,lete the work in such a manner as it may deem appropriate.
If City exceeds the costs detailed in the attached documents, City may deliver to Consultant a
'written itemized statement of the total excess, costs, and Consultwit shall reimburse City for such
excess costs without delay'.
If, at any time during the to of this Contract, the work of Consultant fails to meet the
........... ..............
specifications of'the Conti-act Documents, City may notify Consultant of the deficiency in writing.
Failure of Consultant to correct such deficiency and complete the work required under this
Agreement to the satisfaction of City within ten (10) days after written notification shall constitute
default, and shall result to termination of this Agreement. All costs and attorneys fees incurred bit
City in the enforcement of any provision of this Agreement shall be paid by Consultant.
The remedies provided for herein are in addition to any other remedies available to City elsewhere
in this Agreement and by law.
SECTION 15.
TERMINATION
The City may ternunate this Agreement for its conventence at any time by giving at least, ten (10)
days notice in writing to the Consultant. In the event of termination pursuant to this paragraph,
Consultant shall be entitled to receive payment for all work completed or in progress.1 and for costs
reasonably incurred to close out its project services. Compensation is to include fees, expenses, and
liabii.ities to subcontractors, or other third parties. Consultant will make reasonable attempts, to
cancel all such liabilities in order to mitigate the cost to the City. If this Agreement is terminated
due to the fault of the Consultant,, Section 14 shall, apply.
Consultant is entitled to ternninate this agreement upon failure of the City to comply with any terms,
of this Agreement or any work authorization by giving at least ten (10), days notice in writing to the
City.
SECTION 16.
INSURANCE
Consultant shall maintain at, its own expense the following insurance*.
1.0 Commercial General Liability (CGL)
$1,000,000 each occurrence
$2,000,,000 aggregate lirrilt
2. Workers' Compensation
Statutory I.Im its
Employer's liability
$1010,000 each accident/occuiTence
$1,00,000 Disease - each employee
$500,000 Disease - policy limit
3. Automobile Liability
$1 000,00101 each accident on a combined single limit basis
Split lin-tits are acceptable if lire:is are at least:
$2,50,:000 Bodily Injury per,person/
1$500,000 Bodily Inj'ury per accident
$']00,000 Property Damage
4. Errors & On-fissions (Professional Liability)
$1,1000,000 per claim and aggregate
The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees and
Volunteers as an "Additional Insured" on all liability policies. The addit nal insured
requirei,nent does not apply to Employers Liability and the Professional Liability policies,
The certificate of'insurance shall provide thirty days (30) notice of cancellation or non-renewal.
Example: "Thi,s insurance shall not be canceled, limited in scope or coverage, cancelled
or non-renewed, until after thirty (30) days prior written notice has been given to the City
of Fort Worth.
The certificate shall be signed by a agent authorized to bond coverage on behalf of the insured,,
be complete in its entirety, and show complete insurance carrier er names as listed in the current
A.M., Best Property & Casualty Guide
A.11 policies shall Include a Waiver of Subr gation (Rights of Recovery) in favor of the City of
Fort Worth.
The insurers for all policies must be licensed andor approved to do business in the State of
'Texas. Except for workers' compensation, all insurers must have a minimum rating of A-,- V11 in
the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
if insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall follow form of the
primary coverage.
"Unless otherwise stated, all required insurance shall 'be written on the "occurrence basis". ff
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coverage is under written on a claims-made basis, the retroactive date shall be coincident with or
prior to the date of'the contractual agreement and the certificate of insurance shall state that the
coverage is clai mms- ade and the retroactive date. The insurance coverage shall be maintained
for the duration of the contractual agreement and for three (3) 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 such insurance coverage.
Policies shall have no exclusions by endorsements, which nullify the required lines of coverage.,
nor decrease the limits of said coverages unless such endorsements are approved in writing by
the City. In the event a contract has been bid or executed and the exclusions, are determined to be
unacceptable or the City desires additional, ins trance coverage, and the City desires the
Consult nt eng ee r to obtain Such coverage, the contract price shall, be ad,A,usted by the cost of
the prerniurn for such additional coverage plus 10%.
Certificates, of Insurance,
all be furnished to the City upon the request of the City.
SECTION' 111`7.
SEVERABILITY
If any portion ofthis Contract 'is held to be void, invalid,1 or otherwise unenforceable,, in wholle or
part,,, the remaining portions of this,Contract shall, remain in effect.
SECTION 18.
VENUE
Should any action, whether real or asserted, at, law or in equity, arise out ' the terms of this
Contractli venue for said action shali be in Tarrant County, 'rexas.
SEC"rIo-N 1.9.
AGREEMENT AMENDMEN'"r
This, Contract and all attachnaents represents the entire understanding betw�een the City and the
Consultant in respect to the Prqject, supersedes any and all prior written or oral negon,iations of
agreements between the parties, and may only be modified in writing Signed by both parties.
SECTION 20.
NOTICES
All written notices to the respective parties shall be sent by registered mail and be addressed as
follows..
CITY OF FORT WORTH CONSULTANT
Frank Crumb Jennifer Ivey
Water Department Director Pli-incipal ConSL11tant
City of Fort,, Worth Arcadis, U'.S., Inc.
10100 Throckinorton 77'7 Main Street,, Suite 125�0
Fort Worth, Texas 761012 Fort Worth, TX 76102
SECTION 21.
CAVI"JONS,
The captions olf this Contract are for infotulational puiposes, only and shall not in any ay affect the
stibstantive terms and conditions,of the Contract.
SECTION 22.
CONFLICT'S
This Contract is the sole agreement between the City and the Consultant and any and all other prioIr
agreements, whether oral or written, are merge d 'into this Contract and of no further force or effect.
01"
EXECUTED on this, the day o P
20140
,City of Fort WoIrth,Texas:
Areadis U.S.,, Inc.,
Jennifer 'ey Fernando Costa.
I P C rincip C sultant Assistant City Manager
Date at
Mx
Approval RecotTniiended
01
011
Witness Frank Crumb., P.E., Director
Fort Worth Water Department
APPROVED AS TO FORA4 AND
LEGALITY:
vW
Y�rwis,ta�k. Low ez-Reyn&1ds
Senior Assistant City Attorney
ATTEST-.
Mary Ka(S4�; owl
91
City Secretary
Ilk
O FFICIAL RECOR Asti CITY 'SECR EFTARY'
Ebj&C:111;QUIRED
NO M&C HQUIRED
J go W 0., RTHI, "M
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Exhibit A
Consultant's Response to RFP