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HomeMy WebLinkAboutContract 50177�O cs��ts� T (the "QA rPy SECRETARY " CITY OF FORT WORTH, TEXAS �CT NO. 0j7 STANDARD AGREEMENT FOR PROFESSIONAL SERVICES is AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality V), and FKC CO., LTD, authorized to do business in Texas, for a PROJECT described as: Rotary Drum Thickener (RDT) Site Testing. 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 Rotary Drum Thickener (RDT) Site Testing. (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 not exceed a total of $4,000 USD 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. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 12.22.2016 Page 1 of 9 OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of One (1) -Week, 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 9 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 Water Department, Attention: Dr. Ana Pena -Tijerina, 4500 Wilma Ln., Arlington, TX 76012, 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 9 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 9 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. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 12.22.2016 Page 5 of 9 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 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. City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 12.22.2016 Page 6 of 9 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: Dr. Ana Pena -Tijerina Water Department 4500 Wilma Ln., Arlington, Texas 76012 Supplier: FKC CO., LTD Attn: Andre Harper 2708 West 18th street Port Angeles, WA 98363 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: 12.22.2016 Page 7 of 9 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. 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 - Project Schedule Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH 16;�� A-1, S.s )r Jesus J. Chapa Assistant City Manager Date: 1 / -,� 3 /( e APPROVAL RECOMMENDED: By. Kenn th Morgan Dire or, Water Departen City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 12.22.2016 Page 8 of 9 BY: ENGINEER FKC CO., LTD Andre Harper Project Manager Date: January 11. 2018 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 1.� Ana P na- , PE, BCEE Engin ' ring Manager APPROVED AS TO FORM AND LEGALITY By: 0 Yik Douglas W. Black Assistant City Attorney ATTEST: I City City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: 12.22.2016 Page 9 of 9 NO K&C Ri(�( iitED Form 5 No. M&C No.: dA OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX FKC CO., LTD. Page 1 of 1 2708 West 18th Street FKC (360) 452-9472 Port Angeles, WA 98363 FAX (360) 452-6880 Attachment A Scope of Services The following is a list of services that shall be provided or included with FKC' Standard RDT Site Test. 1. FKC shall deliver the RDT Test Unit to the City of Fort Worth WWTP. 2. The host facility shall provide for coordination and logistics for on-site RDT Test Unit set up. 3. FKC technicians shall provide site support for equipment mobilization, site testing and demobilization of RDT test unit. 4. Site test shall include but not be limited to at least two days of site testing. 5. Site test shall include measuring sludge feed consistency, pH, thickened percent total solids and required active polymer dose measured on a lbs. per dry ton bases. 6. A 460 volt, three-phase, 15 Amp power supply is required for the test trailer. The host facility is responsible for coordinating hook-up of power to the test trailer when FKC personnel arrive for the on-site trial. 7. The FKC trial unit discharges the thicken sludge from the thickener supplied chute. The host Facility responsible for providing a disposal location for the thickened sludge. 8. The FKC trial unit also discharges the filtrate through FKC supplied hose. The host facility is responsible for providing a discharge location within 50 feet of the test trailer or additional discharge hose will be required. 9. Thickener feed sludge shall be either pumped using the skid mounted progressing cavity pump (PC) or pumped to the RST by the host facility while bypassing the PC pump. PLEASE SIGN BELOW AND RETURN TO FKC FACILITY NAME: FACILITY LOCATION: 5 0o UV I (tea L,Yn AY I) T X 16 0 l Z (for trailer delivery) PLEASE SIGN BELOW AND RETURN TO FKC i Signature: Qx_e' Date: r,�V) 1 °I . 2, 0 l PKC FKC CO., LTD. Page 1 of 1 2708 West 18th Street (360) 452-9472 Port Angeles, WA 98363 FAX (360) 452-6880 Attachment B Compensation The following is a Fee schedule for services that shall be provided or included with FKC' Standard RDT Site Test. The total cost of the on-site trial is estimated not to exceed (NTE)$ 4,000 that covers the one-way transportation of the test trailer from its current location in located in Port Angeles, WA to Fort Worth, TX, and roundtrip airfare for one FKC Engineer. We are tentatively planning on having the trailer arrive at the Village Creek facility sometime during the month of late January to February 2018. The on-site trial cost is summarized below: Test Trailer Hauling Cost $3,600 Travel Cost for Technician $ 400 Total Cost FACILITY NAME: $4,000 PLEASE SIGN BELOW AND RETURN TO FKC FACILITY LOCATION: L oo A,(l 1 o !jo.n TK -160 ( Z (for trailer delivery) 1.11 PLEASE SIGN BELOW AND RETURN TO FKC Signature: d 5 Date: 300 2 0 FKC CO., LTD. Page 1 of 1 2708 West 18th Street (360) 452-9472 Port Angeles, WA 98363 FAX (360) 452-6880 Attachment D Project Schedule The following is a Proposed Project Schedule for services that shall be provided or included with FKC' Standard RDT Site Test. We are tentatively planning on having the trailer arrive at the Village Creek facility sometime during the month of late January to early, mid or late February 2018. Please indicate desired test week, sign and return Attachment D to FKC. Proposed Test Dates: Week of January 22, 2018 ❑ Week of January 29, 2018 ❑ Week of February 5, 2018 ❑ Week of February 19, 2018 Week of February 26, 2018 PLEASE SIGN BELOW AND RETURN TO FKC FACILITY NAME: �'__�f�e �� 1,t)Q 4e� PCIavyQ (�u�, �ac� (;y FACILITY LOCATION: y,3 i,-A4o-, TX (for trailer delivery) PLEASE SIGN BELOW AND RETURN TO FKC Signature: Q lJ Date: 1l ay, 1 a D 1 b