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HomeMy WebLinkAboutContract 47189 "f ^N)w2�J 4��b" AY CI'`.WY. W^ G(Vi 1 RAtC " AGREEMENT FOR PROFESSIONAL SERVICES -- THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Halff Associates, Inc., a Texas corporation ("Contractor"). RECITALS WHEREAS, City is in need of acquiring certain interests in real property for the Will Rogers Memorial Center Multipurpose Arena ("Project"); and WHEREAS, City desires that Contractor provide nonexclusive professional relocation assistance services for the Project and administer relocation activities; and WHEREAS, Contractor has the requisite professional qualifications, abilities and expertise to provide services in accordance with this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein expressed and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party hereto, the parties agree as follows: AGREEMENT 1. Performance of Services. a. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated herein for all purposes incident to this Agreement ("Services"). CITY f b. Contractor affirms that it will perform the Services to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of its profession, both public and private, currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt, timely action. C. Contractor guarantees that it has presently or has immediately available for the performance of the Services, adequate equipment, and skilled personnel experienced in land acquisition and relocation assistance services and acquisition negotiators and relocation agents acceptable to the City when and as needed. The Contractor shall ensure that any Contractor's subcontractors shall comply with this Agreement and that a request for approval for any subcontractors be first submitted to the City prior to any costs being expended by or on behalf of any subcontractor. d. Any personnel assigned to the project may be removed at the written request of the City if their performance or conduct is unacceptable to the City. City acknowledges that changes in personnel by Contractor during the term of the Contract may be necessary due to factors such as attrition, termination or transfer. Contractor agrees to replace any assigned personnel with personnel of similar qualifications and expertise, and City agrees that approval of any assigned personnel will not unreasonably be withheld. C. Contractor will designate a director or manager who is authorized to coordinate all activities between the City and Contractor. f. It is understood and agreed that no professional services of any nature shall be undertaken under this Agreement by the Contractor until Contractor is instructed in writing by the City's City Manager or his designated representative to commence the Services. 2. Term. This Agreement shall be in effect from the effective date of this Agreement and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until City determines the Services have been completed and final payment has been made to the Contractor. 3. Fee. The maximum amount payable under this Agreement is $45,000.00. The City will reimburse Contractor only for specifically authorized work. City agrees to compensate Contractor for Services only up to the maximum amount stated above. The total fee paid by City shall not exceed a total of$45,000 unless City and Consultant mutually agree upon a fee amount for additional services and amend this agreement accordingly; provided, however, the total fee is not inclusive of certain direct costs as set forth in Exhibit "A", which are payable by City. Payment from City to Contractor shall be made on an invoice basis following receipt by City from Contractor of a signed invoice. The invoice shall be submitted to City, addressed to Deanna Cody, Interim Assistant Property Management Director, 900 Monroe Street, Suite 404 Fort Worth Texas 76102, no later than the 15th day following the end of the month. Nothing in this Agreement shall require City to pay for any work that is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement, nor shall this section constitute a waiver of any right, at law or in equity, which City may have if Contractor is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. 4. Termination. Either party may cancel this Agreement at any time and for any reason by providing the other party with thirty days written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Contractor only for Service actually rendered as of the effective date of termination. 5. Independent Contractor. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Contractor shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the City and Contractor, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Contractor is in the paid service of City. 6. Indemnification. CONTRACTOR 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 CONTRACTOR OR CONTRACTOR'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES CONTROL. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section 6 shall survive the expiration or termination of this Agreement. 7. Insurance. During the term of this Agreement, Contractor shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Contractor's performance of its obligations under this Agreement. Contractor shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Errors & Omissions(Professional Liability): If coverage is written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims-made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five (5) 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 coverage. Coverage shall be in the following amounts: (1) $1,000,000 per occurrence or claim (2) $2,000,000 aggregate Contractor shall promptly provide the City with certificates of insurance that verify Contractor's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Contractor's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Contractor shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. 8. Assignment. Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this Agreement. 9. Compliance with Law. Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors, then Contractor shall immediately desist from and correct such violation. 10. Non-Discrimination. Contractor, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Contractor, its agents, employees or subcontractors. 11. Right to Audit. 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 the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor 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 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 workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section 11 shall survive the expiration or termination of this Agreement. 12. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Contractor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 13. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 14. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 15. 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, postage prepaid, to the address of the other party shown below: 1. CITY: Deanna Cody, Interim Assistant Director Property Management Department City of Fort Worth 900 Monroe Street, Suite 404 Fort Worth,TX 76102 Copy To: Leann Guzman,Assistant City Attorney Law Department 1000 Throckmorton Street Fort Worth,TX 76102 2. CONTRACTOR: Mark M. Janicki, JD,PE,Vice President Halff Associates, Inc. 1201 N Bowser Road Richardson,Texas 75081 16. Non-Waiver. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such term or right on any future occasion. 17. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services and proposed services with respect to the Project. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Contractor may use products, materials or methodologies proprietary to Contractor. The City agrees that Contractor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Contractor understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Contractor, 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 any third party without the prior written approval of the City. 18. 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. 19. Force Majeure. The City and Contractor 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, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective as of m�N , 2015 (the "Effective Date"). ATTEST: - CITY OF FORT WORTH City SeCreta �Assistant City Manager APPROVED AS TO FOND LEGALITY: l ,. Assistant City Attorney Date: 11[2 i . CONTRACTOR By: m 0,FFK,'1AL R11 j 0(', r, f No M&C Required EXHIBIT "A" SERVICES Halff Associates to provide business relocation services for one (1)parcel identified as Bodycote USA on behalf of the City of Fort Worth. Halff agrees to perform its services on an hourly rate basis, minimum of 0.25 hours, rounded up to the next 0.25 hour increment. The services provided by Halff shall include the relocation assistance defined below with the listed business owner or their representative. The Halff scope of services for the above referenced parcel shall be as follows: Relocation Services Relocation Assistance Services will be provided in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (the"Act")and any state and local laws or ordinances. It is understood Halff may use appropriate TxDOT letters and forms for the relocation process. Services will include: 1) Notify property owner and displacee of eligibility for relocation assistance and provide them with a Relocation Assistance Brochure at time of initial contact. 2) Provide 90-day notice to vacate simultaneous with eligibility of relocation benefits package. 3) Prepare moving plan with appropriate photos and sketches along with inventory of personal property to be moved 4) Obtain moving estimates from moving companies as needed 5) Coordinate moves with displaced business and moving companies in accordance with URA and TxDOT procedures 6) Maintain relocation contact log of all contacts with displacee 7) Relocation agent shall be available for any appeals or hearings 8) Prepare all relocation payment claim submissions for displacee and submit to City for approval and payment 9) Notify the City immediately of important issues or concerns 10)Notify City if displacee does not move after 30-day notice expires 11)Deliver warrants in accordance with City guidelines 12)Prepare closed file and deliver to the City RELOCATION SERVICES Fee Schedule Senior Relocation Consultant $151.00/Hour Administrative Assistant Services $ 80.00/Hour Direct costs including printing and reproduction, postage, messenger service, long distance telephone calls and mileage(57.5¢ per mile) are not included in the fee estimate and will be invoiced as reimbursable expenses at 1.1 times the direct cost incurred. SERVICE REQUIREMENTS OF CITY: Services shall include, but are not limited to the following activities. 1) City will review and process the displacee's eligible relocation claims promptly. These are not cost included in Halff Associates relocation fee schedule. 2) Approved claim packages,pre-approved payments and/or exceptions to policy should be signed by the City and provided to Halff.