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CONTRACT NO
STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
PROFESSIONAL SERVICES CONTRACT
This contract is made by the City of Fort Worth, Texas, a municipal
corporation situated in Tarrant and Denton Counties, Texas, hereinafter called
"City", and Compliance Partners, Inc., hereafter called "Consultant".
1. SCOPF nF SFRVICFS
Consultant agrees to provide the services specified in Attachment A hereto,
generally described as Air Permit Management Services for Village Creek
Wastewater Treatment Plant, hereinafter referred to as"Project".
2. COMPFNSATION
The Consultant's compensation is set forth in Attachment B.
3. TF RM
The contract terminates upon the expenditure of all funds appropriated
hereunder. Without the prior written consent of the City, the Consultant shall not
perform work of a value in excess of$21,523.
4. Termination
A. Only the city may terminate this Agreement for convenience by giving
Consultant 30 days' written notice. Either the City or Consultant may terminate this
Agreement for cause 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.
B. If this Agreement is terminated for the convenience of the City,
Consultant will be paid for termination expenses as follows:
1. Cost of reproduction of partial or complete studies, plans,
specifications or other forms of ENGINEER'S work product;
2. Out-of-pocket expenses for purchasing storage containers, microfil
electronic data files, and other data storage supplies or services; r id=l r
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3. The time requirements for the Consultant's personnel to document the
work underway at the time the City's termination for convenience so that the
work effort is suitable for long time storage.
4. Prior to proceeding with termination services, Consultant will submit to
the City an itemized statement of all termination expenses. The City's
approval will be obtained in writing prior to proceeding with termination
services.
5. OWN RSHIP OF DOC IM NTS CR AT D l IND R THIS AGE FM N
All designs, drawings, specifications, documents, reports and other work
products of Consultant, whether in hard copy or in electronic form, are instruments of
service for this Project, whether the Project is completed or not. Reuse, change, or
alteration by the City or by others acting through or on behalf of the City of any such
instruments of service without the written permission of the Consultant will be at the
City's sole risk. The CITY shall own the final designs, drawings, specifications,
reports and documents.
6. INDFMNIFICATION; 1�AR11 ITY
Consultant shall indemnify and hold the City and its officers, agents and
employees harmless from any loss, damage liability or expense for damage to
property and injuries, including death, to any person, including but not limited to
officers, agents or employees of Consultant or subcontractors, which may arise out
of any negligent act, error or omission in the performance of this /Agreement.
Consultant shall defend at its own expense any suits or other proceedings brought
against the City, its officers, agents and employees, or any of them, resulting from
such negligent act, error or omission; and shall pay all expenses and satisfy all
judgments which may be incurred by or rendered against them or any of them in
connection therewith resulting from such negligent act, error or omission.
Consultant:C.orrVilence Pana %Inc.
Project:Air Pam*M mu gement Services for VUage Creek Wastewater Treahnent Plant
Page 2 of 7
7. INSI 1RANCE
Q Consultant shall provide to the City certificate(s) of insurance
documenting policies of the following coverage at minimum limits that are to be in
effect prior to commencement of work on the PROJECT:
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.
Workers Compensation
Coverage Q statutory limits
Coverage B: $100,000 each accident
$500,000 disease-policy limit
$100,000 disease-each employee
Professional Liability
$1,000,000 each claim/annual aggregate
B. Certificates of insurance evidencing that Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with the
PROJECT.
1. Applicable policies shall be endorsed to name the City an Additional Insured
thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers as respects the
contracted services.
2. Certificate(s) of insurance shall document that insurance coverage required
herein are provided under applicable policies documented thereon.
3. Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements.
4. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the City. A ten (10) days notice shall be
Consultant:Compliance Partners.Inc.
Project:Air Permit Management Services for Village Creek Wastewater Treatment Plant
Page 3 of 7
acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to:
S. Frank Crumb, P.E., Director Fort Worth Water Department, City of Fort
Worth, 1000 Throckmorton, Fort Worth, Texas 76102.
5. Insurers for all policies must be authorized to do business in the state of
Texas or be otherwise approved by the City; and, such insurers shall be
acceptable to the City in terms of their financial strength and solvency.
6. Deductible limits, or self-insured retentions, affecting insurance required
herein shall be acceptable to the City in its sole discretion; and, in lieu of
traditional insurance, any alternative coverage maintained through insurance
pools or risk retention groups must be also approved. Dedicated financial
resources or letters of credit may also be acceptable to the City.
7. Applicable policies shall each be endorsed with a waiver of subrogation in
favor of the City as respects the Project
8. The City shall be entitled, upon its request and without incurring expense, to
review the Consultant's insurance policies including endorsements thereto
and, at the Citys discretion, Consultant may be required to provide proof of
insurance premium payments.
9. The Commercial General Liability insurance policy shall have no exclusions
by endorsements unless the City approves such exclusions.
10.The Professional Liability insurance policy, if written on a claims made basis
shall be maintained by the Consultant for a minimum two (2) year period
subsequent to the term of the respective Project contract with the City unless
such coverage is provided the Consultant on an occurrence basis.
11.The City shall not be responsible for the direct payment of any insurance
premiums required by this agreement. It is understood that insurance cost is
an allowable component of Consultant's overhead.
12.All insurance required herein, except for the Professional Liability insurance
policy, shall be written on an occurrence basis in order to be approved by the
Consultant:Compliance Partners,Inc.
Project:Air Permit ldlanagemert Services for Vtlage Creek Wadmiater Treatment Plant
Page 4 of 7
City.
13.Subconsultants to the Consultant shall be required by Consultant to maintain
the same or reasonably equivalent insurance coverage as required for
Consultant. When subconsultants maintain insurance coverage, Consultant
shall provide City with documentation thereof on a certificate of insurance.
Notwithstanding anything to the contrary contained herein, in the event a
subconsultant's insurance coverage is canceled or terminated, such
cancellation or termination shall not constitute a breach by Consultant of the
Agreement
8. 1NDEPENDFNT CONTRACTOR
Consultant shall perform all work and services hereunder as an independent
contractor and not as an officer, agent or employee of the City. Consultant shall
have exclusive control of, and the exclusive right to control, the details of the work
performed hereunder and all persons performing same and shall be solely
responsible for the acts and omissions of his agents, employees and subcontractors.
Nothing herein shall be construed as creating a partnership or joint venture
between the City and the Consultant, its agents, employees and subcontractors; and
the doctrine of respondeat superior shall have no application as between the City
and the Consultant.
9. PROHIBITION OF ASSIGNMENT
Neither party hereto shall assign, sublet or transfer their interest herein
without the prior written consent of the other party, and any attempted assignment,
sublease or transfer of all or any part hereof without such prior written consent shall
be void.
10. CHOICF OF LAW VFNt1F
A. The Agreement shall be construed in accordance with the internal law of
the State of Texas.
B. Should any action, at law or in equity, arise out of the terms of this
Agreement, exclusive venue for said action shall be in Tarrant County, Texas.
Consultant:Compliance Partners,Inc.
Project:Air Permit Management Services for Village Creek Wastewater Treatment Plant
Page 5 of 7
11. In accord with City of Fort Worth Ordinance No. 15530, the City has goals for
the participation of minority business enterprises and woman business enterprises in
City contracts. Consultant acknowledges that a M/WBE goal of 5% has been
established for this contract and its commitment to meet that goal. 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.
11. MIS(:ELLANF0tJS
A This Agreement gives no rights or benefits to anyone other than the
City and Consultant and there are no third-party beneficiaries.
B. The City will make available to Consultant all technical data in the
City's possession relating to the Consultant's services on the Project.
Consultant may rely upon the accuracy, timeliness, and completeness of the
information provided by the City.
C. The City will make its facilities accessible to Consultant as required for
Consultant's performance of its services and will provide labor and safety
equipment as required by Consultant for such access. The City will perform,
at no cost to the Consultant, such tests of equipment, machinery, pipelines,
and other components of the City's facilities as may be required in connection
with Consultant's services. The City will be responsible for all acts of the
City's personnel.
D. City may suspend, delay, or interrupt the services of the Consultant for
the convenience of the City. In the event of such suspension, delay, or
interruption, an equitable adjustment in the Project's schedule, commitment
and cost of Consultant's personnel and subcontractors, and Consultant's
compensation will be made.
Consultant:Compfiarroe ParUms,Inc.
Project:Air Permit kUnagerrrerd Services for UdkVe Creek Wastewater Treatment Plard
Page 6 of 7
'JiL'd1y �' ��
E. Neither party shall assign all or any part of this Agreement without the
prior written consent of the other party.
EXECUTED on this Zth day of-November , 2005.
ATTEST: CITY OF FO T W T
11 - y
I By-
.0-Marty Hendrix Marc A Ott
City Secretary Assistant City Manager
APPROVED AS TO FORM APPROVAL RECOMMENDED:
AND LEGALITY:
A istant ity omey S. Frank Crumb, P. E.
Water Director
NO M&C REQUIRED COMPLIANCE PARTNERS, INC.:
By:
ame:
Title: President .
Consultant:Compliance Partners,Inc.
Project:Air Permit Management Services for Village Creek Wastewater Treatment Ptant
Page 7 of 7 r i q ip(/AOil
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ATTAC N ENII°A
SCOPE OF SERVICES
.fir Kermit Management Service for Village Creek Waselwater Treatment Plant
October 28,2005
This document is submitted as Attachment A, Scope of Services to the Professional Services Contract referenced
above.
The following services requested by the City shall be provided:
Task 1:Title V Air Permit Renewal
This is a continuation of Task 3 on Contract No. 29866;Amendment No. 31261 and includes:
a. Provide technical support to the TCEQ during the permit renewal review process;
b. Conduct a Draft Permit review,upon receipt of same from the TCEQ;
c. Meetings with City of Fort Worth personnel and agency personnel, including support in making public
notice, as needed.
Task 2: Prepare Emissions Inventory for Fiscal Year 2007
This Task will include the following:
a) Gather the required operating hours for combustion sources.
b) Review emission factors for combustion sources.
c) Collection of all data necessary to complete the EIQ submittal forms.
d) Obtain 2005 plant throughput and influent water analysis for Water 9 modeling.
e) Completion and updating of Emission Inventory forms
f) Submittal of FY 2007 Emission Inventory Questionnaire to the appropriate TCEQ office.
g) Preparation and submittal of fee basis summary form to TCEQ in timely fashion.
Task 3: Title V Deviation Report/Annual Compliance Certification
Task 3 will include preparation of the second 2005 semi-annual Deviation Report and the 2005 Annual
Compliance Certification as required by the conditions of the plant FOP (Federal Operating Permit). Work
involved is expected to include the following:
a) Complete review of plant operations to verify compliance with plant FOP for each reporting period.
b) Complete Deviation reports in required format for submission to City of Ft.Worth in a timely manner.
c) Complete Annual Compliance Certification in required format and in a timely manner for submission to
City of Ft.Worth.
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Task 4:Compliance Review
Task 4 will include completion of a regulatory compliance review during the fourth quarter of 2005, using a
checklist approach, and the meetings necessary to complete the work associated with the Task 6 through 8
described above. This item is intended to document compliance with Title V permit conditions for preparation of
the second semi-annual deviation reprot and annual compliance certification and to prepare for the TCEQ annual
inspection,expected during the first quarter of 2006.
a) Site visit and completion of a facility checklist,
b) Meetings as required to review air compliance status and assist plant personnel in satisfying requirements.
c) Any required documentation and correspondence for changes to any plant"permit by rule"conditions.
d) Respond to any other minor Air Compliance issues or questions associated with plant operations, EIQ
submittal,or TCEQ requests.
e) Make necessary changes to compliance documents.
Task 5: Fourth Quarter 2005 Stack Sampling Event (Turbines)
Task 5 will involve the activities necessary to complete the fourth quarter stack sampling event for turbine GT-2
and the second semi-annual stack sampling event for turbine GT-1, in accordance with Special Condition#11 of
NSR Permit#7553,as amended.
Task 6: First Quarter 2006 Stack Sampling event
Task 6 will involve the activities necessary to complete the first quarter stack sampling event for turbine GT-2,in
accordance with Special Condition#I I of NSR Permit#7553,as amended.
Excluded Items
The following items have been identified as work or assistance that is not included in the scope of work described
above:
• Public notice expenses(other than oversight),such as newspaper publishing,manufacturing of signs;
• Day-today monitoring,reporting and record keeping activities;
• Sampling and laboratory analysis costs, with the exception of those specifically included;
• All SARA and TSCA regulatory requirements;
• All local,state,and federal fees.
Should the City of Fort Worth request assistance with these items or any other items not included in the Scope of
Services,Tasks 1 through 6,Compliance Partners Inc will provide a written proposal for completing the work and
obtain authorization from the City of Fort Worth prior to initiating the project.
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ATTACHMENT B
COMPINSA710N
Air Permit Manogmart Semces for Village Creek Wasetwater Twattaft Plant
October 28,2005
Compliance Partners, Inc. shall complete the work described in Attachment A, Scope of Services, on a time and
materials basis at our standard rates,not to exceed the$21,523.00.
Compliance Partners,Inc. Standard Rates are as follows:
SERVICES HOURLY RATES
Principal $95.00
(Sr. Engineer/Project Manager/Cert. Ind. Hygienist)
Engineer/Professional Technical Services $90.00
Technical Services/Industrial Hygienist $75.00
Field Supervisor $60.00
Asbestos Inspector $50.00
CAD Technician $50.00
Clerical/Word Processing $45.00
Materials and expenses shall be billed at cost plus 20%
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