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HomeMy WebLinkAboutContract 50447 C171Y SECRETARY CITY OF FORT WORTH, TEXAS CutWR.A,CT NO. D STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Summit Consulting, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Fort Worth Convention Center—Replacement of the Main Exhibit Hall Air Handling Units. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment "A"—Scope of Services; 3. Attachment"B"—Verification of Signature Authority Form. Attachments A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments A or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Fort Worth Convention Center— Replacement of the Main Exhibit Hall Air Handling Units. (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 11 Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "A". 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 $20,000.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. ,�PJhe Consultant shall provide monthly invoices to the City. Payment for services rendered meq, 6ball be due within thirty (30) days of the uncontested performance of the particular Cry City of Fort Worth,Texas Standard Agreement for Professional Services �� RevisionDPagel of 0e: 1 0/3412 0 1 7 OFFICIAL RECORD `7v > CITY SECRETARY Fr.wou",TQC r i 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. Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 3 months, beginning upon the date of its execution, or until the 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 its work to be performed hereunder and 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 respondent 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) In accordance with Texas Local Government Code Section 271.904, the Consultant 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 Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:1 013 012 01 7 Page 2 of 10 f 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 Architectural Services, Attention: Brian R. Glass, 401 West 13th Street, Fort Worth, TX 76012, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation 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. 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. City of Fort Worth,Texas Standard Agreement For Professional Services Revision Date:1013MO17 Page 3 of 10 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. 1. 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 Vill Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. 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 does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter City of Fort Worth,Texas Slandard Agreement for Professional Services Revision Dale-10/30/2017 Page 4of10 (2) if City chooses to terminate this Agreement under Article 8, 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 11 of this Agreement. (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.10130/2017 Page 5 of 10 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:10130/2W Page 6 oft D 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: Brian R. Glass, AIA Architectural Services Manager 401 West 13th Street Fort Worth, Texas 76102 Consultant: Summit Consultants, Inc. Attn: Garrett Brown, P.E. 1300 Summit Ave. Fort Worth, Texas 76102 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-10/30/2017 Page 7 of 10 I Article XVII Immigration Nationality Act City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. House Bill 89 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written ver cation to the City that Contractor: (9) does not boycott Israel;and(2) will not boycott Israel during the term of the contract City of Fart Worth,Texas Standard Agreement for Professional Services Revision Date:10/30/2017 Page 8 of 10 Article XVIII 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. Executed and effective this the day of February, 2018. BY: BY: Y OF FORT WORTH CONSULTANT (74aArrett Consultants, Inc. esus J. Chaps Brown, P.E. Assistant City Manager Principal Date: �' Date: 3'j Z - t B AP , OV�`L RECOMMENDED: Steve Cooke 6rVDirector, Property Management APPROVED AS TO FORM AND LEGALITY M&C No.: n/a By: 5�� M&C Date: JohnStron ` r OR R Assistant CI y Attorney{OF,F T ... %0, ATTEST: dorm 1295 Certification: 2018-3147027 _f. Mary XkWer City SecretaryXAS -` CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and adminibtration Ofthis contract,including ensuring all performance and reporting requirements. By: 1&-ov. i0-( 15+4 Brian R.Glass,AIA Architectural Services Manager The Texas Board of Architectural Examiners, 8213 Shoal Creek Boulevard, Suite 107, Austin, Texas, 78758, telephone (512) 305-9000, has jurisdiction over individuals licensed under the Architects' Registration Law, Texas Civil Statutes,Article 249a. City of Fort Worth,Texas Standard Agreement for Professional Services OFFICIAL RECORD Revision Date:10130/2017 Page 8 of 10 CITY SECRETARY FTi WOR Vf TX ., Summit CONSULTANTS , 1 N C . Mr. James D. Horner January 26, 2018 Fort Worth Convention Center 1201 Houston Street Fort Worth, Texas 76102 Re: Fort Worth Convention Center—Replacement of the Main Exhibit Hall Air Handling Units Mr. Horner: Summit Consultants, Inc. (Summit) is pleased to offer the following proposal for the provision of mechanical, electrical, and plumbing engineering services for the referenced project. BASIC SERVICES: Summit will provide construction documents for the replacement of the 10 Air Handling Units serving the Main Exhibit Hall. These air handlers are original equipment located on the mezzanine east of the main exhibit hall. These units are far beyond their useful life and in very poor condition. Consulting engineering services and deliverables will include: • Review of all existing mechanical and electrical conditions. • Prepare mechanical and electrical construction documents and specifications for the replacement of 10 air handling units with hydronic cooling and heating coils • Prepare construction documents for ductwork modifications and replacement of exhibit hall return air grilles. • Support the bidding and contractor selection process • Provide construction administration during construction. Summit Consultants, Inc. will be paid the following stipulated sums COMPENSATION FOR ENGINEERING SERVICES: .PHASE AMT. DUE Basic Services $20,000.00 If this proposal meets with your approval please issue a Purchase Order with standard terms and conditions for the City of Fort Worth. Sincerely, Summit Consultants, Inc G"Sly,,,'P.E. Principal ATTACHMENT "Brr VERIFICATION OF SIGNATURE AUTHORITY Consultant hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Consultant. 1. Name: Kerr'y Position:Jeri Signatu e 2. Name: Position: Signature 3. Name: Position: Signature Name: Si re of Preside"Kt/CEO Other Title: Vr51h� %J Date: City of Fort Worth,Texas Standard Agreement for Professional Services Revision Dale:10130/2017 Page 10 of 10 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos.i-4 and 6 if there are interested parries. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-314027 Summit Consultants,Inc. Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/14/2018 being filed, City of Fort Worth Date A V 9d9 3 Provide the identification number used by the govemmentat entity of state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. PMD-2018-02 Main exhibit hall Engineering Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Summit consultants,Inc. Fort Worth,TX United States X 5 Check only if there is NO tnterested Party. ❑ 6 UNSWORN DECLARATION �n My name is m �''�' and my date ofbirthIs Z� My address is _6�(� ��V"t{9r+r1 F W t lr.. 1.'T — U6 (street) (dw) (Slute) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. r Executed in �� a County. State of �..X��4n�S on the l� day of r'La 20J&__ JACQUELINE SUE HALL �"� �"ti' (morih) (year) `�pjtY AVB '; Notary Public,State of Taxes Comm.Expires 07-15-2021 Notary l0 125364201 �_ L of auth ent of contracting business entity (Oedarant) avww.ethics.state.tx.us Forms provided by Texas Ethics Commission Version V1.0.5523