HomeMy WebLinkAboutContract 46608 CITY SECRETARY
CONTRACT NO.
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality
(the "CITY"), and Dunaway Associates, L.P., authorized to do business in Texas, an
independent contractor ("Consultant"), for a PROJECT generally described as: AutoCAD Civil
3D Training.
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 AutoCAD Civil 3D Training.
(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".
N However the total fee paid by the City shall not exceed a total of $24,000.00 unless the
CQ City and the Consultant mutually agree upon a fee amount for additional services and
C= amend this Agreement accordingly.
a
w 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
U services so ordered and receipt by City of Consultant's invoice for payment of same.
w
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.
OFFICIAL RECORD
City of Fort Worth,Texas CITY SECRETARY
Standard Agreement for Professional Services FT.WORTH,T"
Revision Date:9/24/2014
Page 1 of 9
Article III
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 365
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
Revision Date:9/24/2014
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:
Tony Sholola, 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
Revision Date:9/24/2014
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.
i. 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 4 of 8
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
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
Revision Date:9/24/2014
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
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 6 of 8
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
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: Tony Sholola, P.E., Water Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Consultant:
Dunaway Associates, L.P.
Attn: Kervin Campbell, P.E.
550 Bailey Avenue, Suite 400
Fort Worth, TX 76107
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
Revision Date:9/24/2014
Page 7 of 8
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 and effective this they day ofC15.
BY: BY:
CITY OF FORT WORTH ENGINEER
Dunaway Associates, L.P.
Fer do osta Kervin Campbell, .E.
Assistant City Manager Director of Public Services
Date: Date 1161z",5
APPROVAL RECOMMENDED:
Y•
Andrew T. Cronberg, P.
Assistant Director, Wate epartment
APPROVED AS TO FORM AND LEGALITY M&C No.: N/A
By: 0220� M&C Date: N/A
Doug Black
Senior Assistant City Attorney
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Standard Agreement for Professional Services CITY'SECRETARY
Revision Date:9/24/2014
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Attachment A
DA No. 6001922.001
April 14, 2015
Mr. Tony Sholola, P.E.
Engineering Manager
City of Fort Worth
Water Department
Fort Worth, Texas 76102
Reference: Civil 3d Assistance
Dear Mr. Sholola:
Per our meeting at the City of Ft Worth Water Department on April 2, 2015 the City has
requested Dunaway's assistance in implementing Civil 3d in their workflow. This request
comprises two components as follows:
Task 1 - It is our understanding that the City's water design staff is currently using LDD
design tools to aid in their water and sanitary sewer line design tasks. However, LDD will not
be available in the future and the City would like assistance in getting their design staff up to
speed with the use if AutoCAD Civil 3d to replace the use of LDD in their design process. The
components of Civil 3d will include specifically only the following:
1. Creating TIN &surfaces from survey points,
2. Creating water and sewer alignments,
3. Creating profiles for alignments in different scales (Horiz. 1"=40' or V=20', Vert.
1"=4'),
4. Creating contours for surfaces
Task 2 - It is our understanding that the City's water department survey staff would like
assistance in getting up to speed with the use if AutoCAD Civil 3d's survey components,
which include but not limited to:
1. Project set-up,
2. Loading and manipulating survey points,
3. Creating TIN &surfaces from survey points,
4. Creating contours for surfaces,
5. Creating labels for lines,
6. Labeling coordinates,
7. Importing and Exporting points for uploads into data collectors
8. Setting base coordinate mapping system, etc.
Civil 3d Assistance
April 14, 2015
Page 2
Dunaway proposes to following scope of work to assist the City with this request:
SCOPE OF WORK
1. Dunaway will conduct initial meeting with City design and survey staff to
understand the needs of the City.
2. Dunaway will analyze discussion from meeting and recommend a course of
action that the City should take to achieve its goals.
3. If it is determined feasible for Dunaway to provide some level of assistance to
the City for implementation of Civil 3d.
1. Dunaway will conduct one meeting with survey team to explain steps
needed to achieve its goals. Dunaway will prepare a basic guide in
word format outlining the steps for the design team using Civil 3d.
2. Dunaway will conduct one meeting with design team to explain steps
needed to achieve its goals. Dunaway will prepare a basic guide in
word format outlining the steps for the design team using Civil 3d.
4. Dunaway will conduct up to 2 additional follow-up meetings with City staff.
One meeting with survey team and one meeting with the design team on
implementation of plan and answering of questions, if requested by the City.
FEE
Dunaway proposes to provide the above described scope of work for a total fee of$24,000.
This fee is comprised of a LUMP SUM portion of$9,364 and an HOURLY NOT TO EXCEED
FEE of$14,636 for Task 3.1.
SERVICES NOT INCLUDED IN THIS CONTRACT
1. Dunaway will not be responsible for providing or creating Civil 3d templates
or styles as a part of this contract.
2. Dunaway will not be providing on-call Civil 3d technical support as a part of
this contract.
Only those services specifically mentioned in the Scope of Work section are offered as a part
of this proposal.
Please review the enclosed information and do not hesitate to call me if you have any
questions or require additional information regarding this proposal.
Civil 3d Assistance
April 14, 2015
Page 3
Sincerely,
DUNAWA A SOCIA L.P.
Kervin Campbell, P.E.
Director Public Sector Services
Attachment A-Scope.docx
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