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HomeMy WebLinkAboutContract 49032 t s CITY SECRETARY , CONTRACT NO. STATE OF TEXAS § COUNTIES OF TARRANT § E DENTON AND WISE § THIS AGREEMENT is made and executed by and between the City of Fort Worth, Texas, a municipal corporation situated in Tan•ant, Denton and Wise Counties,Texas, hereinafter called the "City", acting herein by and through Fernando Costa, its duly authorized Assistant City Manager, and Industrial Hygiene and Safety Technology, Inc. (IHST), hereinafter called the "Consultant," acting herein by and through Dana Bramlett, its duly authorized Chief Executive Officer. is WHEREAS, the City is protesting the application to the Railroad Commission of BlueStone Natural Resources 1I, LLC for a permit to dispose of oil and gas waste; and ii WHEREAS, the City desires to hire aprofessional firm knowledgeable and experienced in providing consulting services needed to assist the City in successfully making such protest; 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: D ii SECTION 1. SCOPE OF SERVICES The Consultant shall perform the following services as requested by the City: f I! • Provide background and history of why Fort Worth enacted the ban on salt water wells. Focus on public engagement across the City and Fort Worth's ability to embrace the industry and strike a balance between producing natural gas in a manner to better suits Urban land uses. • Insight and data regarding currently available disposal options in the Fort Worth area that would preclude the need for a new well. • Environmental input as to the risks associated with salt water handling, storage and disposal with focus on proximity to surface water i.e. " P ty (� ,public drinking water supply). I • Literature review for any other Injection Wells permitted within such close proximity to a surface water drinking water supply lake. • Literature review of environmental impacts fi•om Salt Water handling in environmentally sensitive areas such as lakes, creeks,parks, etc. • Review documents provided by Bluestone, City of Arlington, Texas RRC, etc. to provide i! Fort Worth insight into any environmental questions or concerns. • Attend meetings with City staff as needed. 3 4 ' 6 T 819 OFFICIAL RECORD CITE' SECRETARY - FT.VIOtORTW,TX t E € 8 SECTION 2. TIME OF PERFORMANCE s a The term of this Agreement shall be effective on April 10, 2017 and shall terminate on December 31,2017,unless extended by mutual written agreement. SECTION 3. COMPENSATION TO THE CONSULTANT AND METHOD 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 rate of$150.00 an hour, and an amount not-to-exceed $15,000.00. This amount shall constitute full and complete compensation for the Consultant'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 indicating the progress of the work and services e performed for the month immediately preceding. Invoices will be due upon receipt and payable within thirty (30) 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. f 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 1 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. 6 u SECTION 4. 1 PROFESSIONAL RESPONSIBILITY AND 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 manner using industry accepted practices, and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of sel vices under this Agreement. City expressly acknowledges and agrees that the Services provided by this Agreement do not and I! shall not include: (1)serving as"municipal advisor"for purposes of the registration requirements of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) or the j municipal advisor registration rules issues by the Securities and Exchange Commission; (2) advising Client, or any municipal entity or other person or entity, regarding municipal financial k products or the issuance of municipal securities, including advice with respect to the structure, timing,terms, or other similar matters concerning such products or issuances; (3)the practice of law I I or other legal sei vices,nor any form of insurance advisory services. 6 SECTION 5. ESTABLISHMENT AND MAINTENANCE OF RECORDS E Records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of three (3) years after q receipt of final payment under this Agreement. SECTION 6. AUDITS AND INSPECTIONS The Consultant agrees that the City shall, until the expiration of three (3) years after the final h` payment under this Agreement have access to and the right to examine any directly pertinent books, u 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 include in all its subcontracts hereunder a provisions to the effect k 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 r subcontractor reasonable advance notice of intended audits. 4` f SECTION 7. INDEMNITY is r; THE CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF ANY IHND BROUGHT AGAINST SAID PARTIES TO THE EXTENT CAUSED BY THE ' NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT OR i CONSULTANT'S AGENTS, EMPLOYEE OR OFFICER, IN THE PERFORMANCE OF I SERVICES HEREUNDER. THE CONSULTANT IS NOT REQUIRED HEREUNDER TO j DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM LIABILITY RESULTING FROM THE NEGLIGENCE OR WRONGFUL ACTS OF THE CITY OR ANY THIRD PARTY. THE INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON I! OF THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN THIS AGREEMENT. 1 i s n! P 4 i S 1 i 3, SECTION 8. COMPLIANCE WITH LAWS k Ej 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 under this Agreement. Consultant also certifies that if it uses any subcontractor in the performance of this Agreement,that k such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this Agreement. k SECTION 9. NON-DISCRIMINATION During the performance of this Contract, Consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Consultant. Consultant agrees to post in conspicuous j places,available to employees and applicants for employment,notices setting forth the provisions of the non-discrimination clause. i Consultant also agrees that in all solicitations or advertisements for employees placed by or on behalf of this Contract,that Consultant is an equal opportunity employer. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. P. SECTION 10. MODIFICATION I' 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, project schedule, deliverable document(s), and schedule of payments. i I a 5 g SECTION 11. 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 permitted under state and local law to perform such services. a The Consultant represents that the Consultant's Project Manager, Michael Gange, is available to ensure completion of the scope of services pursuant to this Agreement. x SECTION 12. � ASSIGNABILITY tl Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of u the other party, and any attempted assignment, sublease or transfer of all or any part hereof without I such prior written consent shall be void. 3 f SECTION 13. E DEFAULT 1 ii Consultant shall not be deemed to be in default because of any failure to perform under this I Agreement, if the fail-Lire arises from causes beyond the control and without the fault or negligence of Consultant. Such causes shall include acts of God, acts of the public enemy, acts of Government, in either its sovereign or contractual capacity,foes,flood,epidemics, quarantine restrictions, strikes, fieight embargoes, and unusually severe weather. h 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 complete 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 Consultant shall reimburse City for such excess costs without delay. 4 I If, at any time during the term of this Contract, the work of Consultant fails to meet the specifications of the Contract 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 in termination of this Agreement. All costs and attorneys fees incurred by City in the enforcement of any provision of this Agreement shall be paid by Consultant. GG I The remedies provided for herein are in addition to any other remedies available to City elsewhere in this Agreement and by law. 4 f� C 3 ti ii i SECTION 14. G TERMINATION OF CONVENIENCE OF CITY The City may terminate this Agreement for its convenience 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, and for costs reasonably incurred to close out its project services. Compensation is to include fees, expenses, and liabilities 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. 1 i SECTION 15. SEVERABILITY �E If any portion of this Contract is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this Contract shall remain in effect. SECTION 16. VENUE Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Contract, venue for said action shall be in Tarrant County,Texas. SECTION 17. NOTICES 5 All written notices to the respective parties shall be sent by registered mail and be addressed as follows: i CITY OF FORT WORTH CONSULTANT City Attorney's Office IHST 200 Texas Street 2235 Keller Way Fort Worth,Texas 76102 Carrollton,TX 75006 � Attn: Ms.Dana Bramlett SECTION 18. CAPTIONS The captions of this Contract are for informational purposes only and shall not in any way affect the F; substantive terms and conditions of the Contract. a E t G i i P SECTION 19. 4 CONFLICTS This Contract is the sole agreement between the City and the Consultant and any and all other prior agreements,whether oral or written, are merged into this Contract and of no further force or effect. s EXECUTED on this, the `- ? 'day of (! , 2017. f IHST City of Fort Worth i J Dana Bramlett Fernando Costa i Chief Executive Officer Assistant City Manager Approved as to Form and Legality t nista R, ope - e�nolds Sr. Assistant City Atorney i f Witness Attest: i ary Iia s City Secretary Contract Compliance Manager: f By signing I acknowledge that I am the person responsible Q�� IF® .• � for the monitoring and administration of this contract, including h;: '••,Q , ensuring all performance and reporting requirements. Name of Em oyee Titley OFFICIAL RECORD l CITY SECRETARY 4 FT.WORTH,TX