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CITY OF FORT WORTH, TEXAS CCMfiCR NO'�=---
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality
(the "CITY"), and CDM Smith, Inc., authorized to do business in Texas, an independent
contractor ("Consultant"), for a PROJECT generally described as: Peracetic Acid Pilot Study
at Village Creek Water Reclamation Facility.
Article I
Scope of Services
(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 the Peracetic Acid Pilot Study at Village Creek
Water Reclamation Facility.
(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 II
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 $49,900.00 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.
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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2M
Page 1 of 8
Article 111
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 120
days, beginning upon the date of its execution, or until the completion of the subject matter
contemplated herein, whichever occurs first.
Article IV
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 V
Professional Competence and Indemnification
(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. Approval 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.
(2) In accordance with Texas Local Government Code Section 271.904, the
Consultant shall indemnify, hold harmless, 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2013
Page 2 of 8
Article VI
Insurance
(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, however, Consultant may elect to add any subconsultant 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 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 A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease- policy limit
$100,000 disease- each employee
(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.
b. Certificates of insurance shall be delivered to the Water Department, Attention:
Madelene Rafalko, 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official 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
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.
L 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.
j. 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.
I. Upon the request of City, Consultant shall provide complete copies of all
insurance policies required by these Agreement documents.
Article VII
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.
Article VIII
Termination of Contract
(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
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2013
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, 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.
(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 IX
Right to Audit
(1) 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 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 section. City shall give Consultant reasonable advance notice of intended audits.
(2) 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 sub-consultant, involving transactions to the subcontract, and
further, that City shall have access during normal working hours to all sub-
consultant 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 Consultant and any sub-consultant reasonable advance notice of intended
audit.
(3) Consultant and sub-consultants 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/2812013
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. 20020-12-2011,
as amended, the City has goals for the participation of minority business enterprises and/or
small business enterprises in City contracts. Consultant acknowledges the MBE and SBE
goals established for this Agreement and its accepted written commitment to MBE and SBE
participation. 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 XI
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 XII
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 XIII
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
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2013
Page 6 of 8
interpretation of this Agreement or any amendments or exhibits hereto.
Article XIV
Severability
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.
Article XV
Notices
Notices to be provided hereunder shall be sufficient if forwarded to the other Party by
hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage
prepaid, to the address of the other Party shown below:
City of Fort Worth
Attn: Madelene Rafalko, P.E.
Water Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Consultant:
CDM Smith, Inc.
Attn: Amy Robinson, P.E.
100 Throckmorton Street, Suite 600
Fort Worth, Texas 76102
Article XVI
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
City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2013
Page 7 of 8
Attachment A
CDM
Smith
100 Throckmorton Street,Suite 600
Fort Worth,Texas 76102
tel: 817 332-8727
fax: 817 820-0450
October 29,2014
Mrs.Madelene Rafalko, P.E.
Fort Worth Water Department
1000 Throckmorton Street
Fort Worth,Texas 76102
Subject: Village Creek Water Reclamation Facility
Proposal for Peracetic Acid Pilot Study
Dear Madelene:
Enclosed please find CDM Smith's proposal for services to conduct a peracetic acid(PAA) pilot
study at the Village Creek Water Reclamation Facility(VCWRF).The City of Fort Worth (City)is
investigating the feasibility of converting the existing gas chlorine disinfection facility at VCWRF to
feed PAA as an alternative disinfectant to gas chlorine. In order to determine if PAA is appropriate
for use at VCWRF,a 30 day side-stream pilot will be conducted on site and data collected to
determine the disinfection efficacy of PAA. Based on the results of the pilot work,a technical
memorandum will be prepared summarizing the results of the pilot and performing a life-cycle cost
comparison between continuing the use of gas chlorine and conversion to PAA.
The following scope of work shall be performed for a lump sum fee not to exceed$49,900.Attached
is the detailed fee spreadsheet.
1.1 Project Management
This task includes:
• Three CDM Smith representatives attending a kick off meeting at the plant.
• Monthly invoice and project status reports.
• Monthly status conference calls with meeting minutes.It is assumed for budgeting purposes that
there will be one monthly meeting(held by conference call)and one meeting in person to review
the results of the study and the report.
Assumptions
■ The overall project will be complete within four months from notice to proceed.
Deliverables
■ Electronic deliverables for meeting minutes,invoices and project status reports.
coo
WATER+ENVIRONMENT+TRANSPORTATION+ENERGY+FACILITIES
Attachment A
CDM
Smith
Mrs.Madelene Rafalko
October 29,2014
Page 2
1.2 PAA Pilot Coordination and Data Collection/Analysis
CDM Smith will conduct the following activities for the pilot study.
■ Prepare a testing plan that documents the sampling locations,testing parameters and frequency to
be used during the pilot.
■ Facilitate conference calls between the Owner and PeroxyChem regarding the integration of the
pilot skid at VCWRF.
■ Attend a weekly conference call to discuss operation and results of pilot over the four week
piloting period.
■ Prepare a tailored data collection spreadsheet and provide to Fort Worth for use in collecting data
during the pilot.
■ Supply staff on site for sample collection and delivery to Fort Worth lab for analysis.
Assumptions
• Pilot work will be conducted over four weeks.
• Two conference calls will be held prior to starting the pilot to facilitate integration of the pilot skid
on site.
• Weekly conference calls will be held to discuss pilot operation and modify operating parameters
while on site.
• The City will perform all sample analysis,provide sample containers and operate the chemical feed
system during the pilot. Sample frequency will include:
E.Coli-6 samples daily(3 times daily influent and effluent),Monday through Friday
PAA Residual-3 samples daily(at the effluent),Monday through Friday
RH-Once daily
cBOD-Two samples(influent and effluent),two days per week
■ Based on communications with PeroxyChem,the PAA pilot and chemical for this 30 day trial will
be provided at no cost to the City or CDM Smith.
• WET Testing,if required by TCEQ,is not included in this contract.
• CDM Smith personnel or sub-consultant to collect samples will include one person Monday
through Friday collecting samples and transporting them to the lab. One CDM Smith person will
be onsite for an additional day for training local staff on sampling protocols.
VCWRF PAA Pilot Study Proposal Le1Aerdm
Attachment A
CDM
Smith
Mrs.Madelene Rafalko
October 29, 2014
Page 3
Deliverables
• Technical Memorandum(TM)-Pilot Testing Plan(Electronic deliverables only).
• Meeting minutes will be taken and emailed out during the coordination calls.(Electronic
deliverables only).
• Data Collection Spreadsheet for use during the pilot.(Electronic deliverables only).
1.3 Evaluation of Alternate Disinfectants
1.3.1 PAA Testing Analysis
At the completion of testing,CDM Smith will prepare a TM summarizing the pilot testing and will analyze the
results to address the efficacy of PAA as a disinfectant at the Village Creek WWTP. The evaluation will
include:
• Identification of preliminary design dose and discussion of disinfection efficacy
• Impact of PAA on cBOD in the effluent
1.3.2 Alternative Disinfectant Comparison
Engineer will compare two disinfection alternatives:PAA and gas chlorine for use at VCWRF.This comparison
will include benefits and drawbacks of each disinfectant and a life cycle evaluation of the disinfectants.
To support the life-cycle evaluation,the Engineer will prepare one figure for the general scope of
improvements for PAA disinfectant.
Opinions of probable construction cost(OPCC)for PAA will be prepared and include a 30-percent
contingency to determine the capital cost of improvements.
1.3.3 Alternative Disinfectant Evaluation Technical Memorandum
Engineer will prepare Evaluation TM summarizing findings of PAA Testing Analysis and Alternative
Disinfectant Comparison,
1.3.4 Site Visits and Meetings
Three representatives from CDM Smith will attend a meeting with the City at VCWRF to present the findings
of the Alternative Disinfectant Evaluation and will be timed to coincide with the Draft Evaluation TM.
Assumptions
IN The OPCC for gas chlorine will be provided by Fort Worth based on the existing Gas Chlorine
Improvement project currently in design.
■ Only two disinfectants will be included in the evaluation(Gas Chlorine and PAA)
VCWRF PM Pilot Study Propoual Letter.doa
Attachment A
CDM
Smith
Mrs.Madelene Rafalko
October 29,2014
Page 4
Deliverables
• TM(Draft will be submitted Electronically and Final TM will include ten hard copies)
• Final deliverables will be uploaded to the designated project folder in Buzzsaw
• A PowerPoint presentation will be prepared for use during the meeting to discuss the disinfectant
alternatives
• Meeting minutes(Electronic deliverables only)
Please let me know if you should have any questions.
Very truly yours,
E4 'e C...-
Douglas L.Varner,P.E.
Vice President
CDM Smith Inc.
Attachments
cc: file
10
VCWBF PM Pilot 51udy Proposal Cetlecdoa
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Article XVII
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.
Executed by duly authorized representatives of the parties hereto and effective on the date
subscribed by the City Manager's Office.
BY: BY:
CITY OF FORT WORTH ENGINEER
CDM Smith, Inc.
Fernando Costa glas Varner, P.E.
Assistant City Manager Vice President
Date: /.¢ Date:
APPROVAL COMMENDED:
By: yz�'�-
Andrew T. Cronberg, P.
Interim Director, Water rtment
APPROVED AS TO FORM AND LEGALITY M&C No.:
No M&C Required
By:
Doug as W. Black
Assistant City Attorney M&C Date: N/A
ATTEST: �00 °�®
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City of Fort Worth,Texas
Standard Agreement for Professional Services
PMO Official Release Date:1/28/2013
Page 8 of 8