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HomeMy WebLinkAboutContract 49643 CITY OF FORT WORTH, TEXAS CITY SECRET AW N0O.., Lk_ STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and CTC, Inc. (the "Consultant"), authorized to do business in Texas, for a PROJECT generally described as: On-Call Railroad Professional Services. Article I Scope of Services (1) Consultant hereby agrees to perform the professional services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with On-Call Railroad Professional Services. (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 be an hourly, not exceed fee of$95,000 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. Qg123456 OFFICIAL RECORD d) Ci of Fort Worth,Texas �' CITY SECRETARY RECEIVED o Standard Agreement for Professional Services Revision Date:12.22.2016 w .— SEP 2^ 17 Page 1 of FT. i�ORTH�TX o 2�1/ .� CITYOF FORT WORTH ^' CITYSECRETARY `9.9 CZ ` fid Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of two (2) years, beginning upon the Effective Date, or until the expiration of the funds or 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 the work to be performed hereunder and of 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 respondeat 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) The CONSULTANT, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:12.22.2016 Page 2 of 8 ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 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 $2,000,000 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 Transportation and Public Works Department, Attention: Tai Nguyen, 5001 James Avenue, Fort Worth, TX 76115, and attached to this Agreement prior to its execution. c. Any failure on part of the City to attach the required insurance documentation hereto 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:12.22.2016 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 Vlll Termination of Contract (1) (a) City may terminate this Agreement for its convenience on 30 days' written notice. (b) 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 the City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:12.22.2016 Page 4 of 8 nonperforming party does not commence correction of such nonperformance within 5 days of written notice or thereafter fails to diligently complete the correction. (2) If City chooses to terminate this Agreement, 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 II 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. Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:12.22.2016 Page 5 of 8 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 interpretation of this Agreement or any amendments or exhibits hereto. Article XIV City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:12.22.2016 Page 6 of 8 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: Tai Nguyen, Transportation and Public Works Department 5001 James Avenue Fort Worth, Texas 76115 Consultant: CTC, Inc. Attn: Tim Oster 9601 Camp Bowie West Fort Worth, Texas 76116 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 Article XVII Attachments, Schedules and 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:12.22.2016 Page 7 of 8 The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A— Scope of Services Attachment B— Compensation Attachment C —Amendments to Standard Agreement for Engineering Services Attachment D— n/a Attachment E —n/a Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH CONSULTANT CTC, Inc. Jesus J. Chapa Kurt Anderson Assistant City Manager Senior Vice President Date: d Date: 9/j Y, 7 APPROVAL RECOMMENDED: (^�. By: APPROVED AS TO FORM AND LEGALITY Douglo W. Wiersig, P.Ey Director, Transportation and Public Works By: D uglas W. Black Assistant City Attorney Contract Compliance Manager: ATTES By signing, I acknowledge that I am the person responsible for the monitoring andA (T—) FORT�O administration of this contract, including a--- /' ••:;p ensuringall performance and reporting earyJ. Ka ser P P 9Y �; _ requirem ts, ity Secretary U Form 1295 No. n/a *• Lissette Acevedo, P.E., Interim TEXP Engineering Manager M&C No.: n/a M&C Date: n/a OFFICIAL RECORD City of Fort Worth,Texas CI Standard Agreement for Professional Services TY SECRETARY Revision Date:12.22.2016 Page 8 of 8 FT. WORTI♦� TX ATTACHMENT "A" Scope for On-Call Railroad Professional Services The scope set forth herein defines the work to be performed by the CONSULTANT in completing the project. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of the projects completed under the Task Order agreement is to improve safety at railroad crossings throughout the City. Work under this agreement includes, but is not limited to,project management, data collection, diagnostic meetings, traffic signal pre-emption plans, and quiet zone documentation. WORK TO BE PERFORMED CONSULTANT hereby agrees to perform planning, project management and professional services on a task order basis as may be requested by the CITY during the term of this AGREEMENT for the following categories of public improvement projects: 1. Railroad improvements to upgrade crossings for establishing of quiet zones; and 2. Railroad improvements to improve safety and capacity. Work under this agreement will be performed on a Work Order basis. The CITY will request services for each Work Order. The CONSULTANT shall prepare scope, fee and schedule as necessary to perform the services requested for each Work Order within 10 working days of the CITY's request. Each Work Order shall include scope for services as Attachment "A". This scope will outline tasks required to complete the Work Order. For each task the scope shall include a detailed description of the task, outline any assumptions, and list the required deliverables. Each Work Order shall include Attachment"B"detailing the compensation for the Work Order. Compensation will be based upon hours agreed to by the CITY and the CONSULTANT for each Work Order. Compensation will be based on the Schedule of Rates in Attachment "B" of this agreement. The fee will include an estimate of reimbursable expenses and sub- consultant costs for each Work Order. Compensation for each Work Order shall be hourly, not-to-exceed. If the Work Order requires a schedule, a schedule shall be attached as Attachment"D". Each Work Order shall include Attachment"E"to identify the project location. City of Fort Worth,Texas Attachment A PMO Release Date:07.23.2012 Page 1 of 1 ATTACHMENT B COMPENSATION Design Services for On-Call Railroad Professional Services City Project No. 100751 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated in an hourly, not-to-exceed amount up to $95,000 for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/hour) Sr. Project Manager $250.00 Sr. Traffic Engineer $175.78 Project Manager $146.50 Sr. Engineering Tech $102.53 Engineering Tech $95.22 CAD $73.13 Project Accounting $102.53 Clerical Support $61.52 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer. gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 1 of d B-1 ATTACHMENT B COMPENSATION If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. Ill. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant CTC, Inc. Railroad professional services $95,000.00 100.0% Proposed MBE/SBE Sub-Consultants I Non-MBE/SBE Consultants TOTAL $95,000.00 100% Project Number & Name Total Fee MBE/SBE Fee MBE/SBE 100751 —On-Call Railroad Professional $95,000.00 $0.00 0% Services City MBE/SBE Goal = 0% Consultant Committed Goal = 0% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 4 B-3 EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) To be included with each Work Order. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 4 of 4 B-4 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Professional Services for On-Call Railroad Professional Services City Project No. 100751 No proposed changes to the Standard Agreement City of Fort Worth,Texas Attachment C PMO Release Date:05.19.2010 Page I of I City of Fort Worth r Departmental Request for Waiver Of MBE/SBE Subcontracting/Supplier Goal Transportation and Public Works $85,000.00 N/A DEPARTMENT NAME: ESTIMATED COST / PROPOSAL DATE On-Call Railroad Professional Services 100751 NAME OF PROJECT/BID: DOE/PROJECT NO. 2722 8131/2017 SIGNATURE O /PROJECT MANAGER EXTENSION DATE NIGP CODE Prior to advertisement, the contracting/managing department shall determine whether the bid/proposal is one which MBE/SBE requirements should not be applied. MBE/SBE requirements may be waived upon written approval of the MWBE Manager. If one of the conditions listed below exists,the contracting/managing department shall notify the Manager via this form,stating the specific reason(s)for requesting a waiver. If the contracting/managing department and the Manager are in conflict over the granting of a waiver, either may appeal to the City Manager, or designee, and his/hcr decision is final. Please Check Applicable Reason: QA. MWBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the MWBE Office, in accordance with the M/WBE or BDE Ordinance, because the public or administrative emergency exists which requires the goods or services to be provided with unusual immediacy; or =B.B. MWBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the MWBE Office, in accordance with the M/WBE or BDE Ordinance, because the purchase of goods or services from source(s)where subcontracting or supplier opportunities are negligible; or QC. MWBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the MWBE Office, in accordance with the M/WBE or BDE Ordinance, because the application of the provisions of this ordinance will impose an economic risk on the City or unduly delay acquisition of the goods or services; or =D. MWBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the MWBE Office, in accordance with the M/WBE or BDE Ordinance, because the MWBE Waiver is solicited based on the sole source information provided to the MWBE Office by the managing department's project manager. Justify Commodity or Service Waiver Request: Scope of services includes on-call railroad professional services. These services are very specialized and there are no MBE/SBE firms that do this type of work IPPlease use additional sheets,if needed O M WBE FFICE USE ONLY: Tasha Kilgore ire Digitally signed by Tasha Kilgore 8/31/17 �/ y Date:2017.08.3113:41:41 -05'00' Approved Signature of M/WBE Authorized Personnel Date Not Approved Signature of M/WBE Authorized Personnel Date Rev.2-20-19 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm T Primary Responsibility Fee Amount % Prime Consultant CTC, Inc. I Railroad professional services $95,000.00 100.0% Proposed MBE/SBE Sub-Consultants Non-MBE/SBE Consultants TOTAL $95,000.00 100% Project Number& Name Total Fee MBE/SBE Fee MBE/SBE 100751 -On-Call Railroad Professional $95,000.00 $0.00 0% Services City MBE/SBE Goal = n/a Consultant Committed Goal - n/a City or Fort worth,Texas ACachmettt 0 PMO Official Release Date:8.09.2012 Page 3 of 4 B-3