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HomeMy WebLinkAboutContract 30205 CITY SECRETARY CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant and Denton Counties, Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager, and MWH AMERICAS, INC. ("Consultant"), a California corporation. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services. Such services are to perform a Water Quality Assessment of the Rolling Hills Water Treatment Plant and distribution system. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit A describing the scope of work. 2. TERM. This Agreement shall cornmence upon July 21, 2004 and terminate August 29, 2004. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $24,950.00 in accordance with the provisions of this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement, unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City shall make payment within 30 days of receipt of Consultant's invoice. 4. TERMINATION. 4.1 . Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by its providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. t In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the paympnis herein ORIGINAL.. , agreed upon for which funds shall be been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered as of the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to 'the Scope of Services. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 6. RIGHT TO AUDIT. 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 at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract. 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. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related 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 paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, an tas agent-, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 3 11. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 12. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To THE CITY: To CONSULTANT: City of Fort Worth MWH Americas, Inc. 1000 Throckmorton 309 West 7th Street, Suite 1010 Fort Worth TX 76102-6311 Fort Worth, Texas 76102 Facsimile: (817) 871-8195 Facsimile: (817) 870-5057 13. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 4 16. CONSTRUCTION. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis 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. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 5 IN WITH WHEREOF, the parties hereto have executed this Agreement in multiples this _ day of , 2004. CITY OF FORT WORTH: MWH AMERICAS, INC. y Y: BY: Marc Ott Assistant City Manager ATT T: ATTEST: rD r By: Own By: itna l / sfr City Secretary APPROVED AS TO FORM AND LEGALITY: cw6vQ Z---'� Assistant CiN Attorney contract Xuthorizatioa Date t -., - Attachment A SCOPE OF SERVICES PROJECT DESCRIPTION The Services to be performed by CONSULTANT shall be as follows: The CONSULTANT, in conjunction with CITY senior WATER DEPARTMENT staff, will be responsible for developing, documenting and delivering a Technical Memorandum, which documents recent water system operation and water quality data relevant to nitrification occurrences in the Fort Worth, Hurst, North Richland Hills, and Haltom City distribution systems and present recommendations on potential changes that could be implemented to the City's existing treatment and delivery systems and method of operation. This may include recommendations for further work plans and/or engineering studies to identify needed improvements, implement new procedures and modify existing processes or practices. The outcomes from this Task will be made available to the City, within Thirty (30) calendar days from commencement of this Task. This process will involve the following sub-tasks to be performed by the CONSULTANT: 1) Data Collection: • Collect and review relevant water quality data from FWWD. • Interview FWWD plant staff on recent operations. • Collect water quality data from customer cities of Hurst, North Richland Hills, and Haltom City. • Interview these customer cities on recent operations. • Prepare a written summary of recent FWWD and customer city plant and distribution system operations. • Prepare a summary of FWWD and customer city water quality data. 2) Water Testing: • Provide written test procedure for chloramine decay rate tests to be performed by the Rolling Hills Water Treatment Plant staff. 3) Data Analysis: • Analyze collected water quality data to identify cause-and-effect relationships. • Coordinate with the WATER DEPARTMENT on obtaining water age data. MWH will provide WATER DEPARTMENT with requirements of water demands and locations in the distribution system. WATER DEPARTMENT will arrange for Freese & Nichols to perform a water age analysis using the FWWD hydraulic model. WATER DEPARTMENT to forward the water age findings to CONSULTANT. • Develop map to show spatial distribution of water quality. • Obtain review comments and technical guidance from two senior-level water quality experts with participation via email and conference call. Does not include any travel of out-of-state staff to Fort Worth. • Prepare written findings and recommendations. 4) Presentation of Findings: • Compile written materials into draft Technical Memorandum. • Coordinate and participate in a review meeting with FWWD staff and involved customer cities to generate comments and questions. • Finalize and distribute the final Technical Memorandum. Summary of Meetings and Deliverables: • Participate in review meeting with FWWD and customer cities for one-half day. • Provide Technical Memorandum documenting findings and recommendations. SCHEDULE FOR COMPLETION Work for this Task shall be completed by August 29th, 2004 with work to commence on, or about, 21St July, 2004. 2 Consulting Services(Lump Sum)(Rev. 1-14-2003)