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HomeMy WebLinkAboutContract 51055 CITY SECRETARY LL CITY OF FORT WORTH, TEXAS CONTRACTNO. b�J STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Frank W. Neal & Assoc., Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Two replacement bridges at Fort Worth's Japanese Garden. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment"K—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 two replacement bridges at Fort Worth's Japanese Garden. (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 "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$7,750.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. City of Fort Worth,Texas OFFICIAL RECORD Standard Agreement for Professional Services Revision Date:2/15/2018 Pagel oCITY SECRETARY FT.WORTH,TX 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. Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one year, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. This Agreement may be extended for one additional one-year term upon written agreement of the parties. 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, City of Fort Worth,Texas Standard Agreement for Professional Services Revision Data:2/15/2018 Page 2 of 11 consultant under contract, or another entity over which the Consultant's exercises control. 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 Fort Worth Botanic Garden, Attention: Bob Byers, 3220 Botanic Garden Blvd, Fort Worth, TX 76017, 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:2/16/2018 Page 3 of 11 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A 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 VIII 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 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:2/15/2018 Page 4 of 11 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (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 II 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:2/1512018 Page 5 of 11 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 Dale:2/15/2018 Page 6 of 11 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: Bob Byers Garden Director 3220 Botanic Garden Drive Fort Worth, Texas 76107 With copies to the City Attorney's Office and the City Manager's Office at the following address: I 200 Texas Street Fort Worth, Texas 76102 Consultant: Frank W. Neal &Assoc., Inc. Attn: Frank W. Neal 1015 W. Broadway Fort Worth, Texas 76104 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,Taxes Standard Agreement for Professional Services Revision Data:211 M01 8 Page 7 of 11 Article XVII Immigration Nationality Act City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant 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. Consultant 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. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. CONSULTANT 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 Consultant. Article XVIII House Bill 89 Consultant 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 Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant:(1) does not boycott Israel, and (2) will not boycott Israel during the term of this Agreement Article XIX 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:2115/2018 Page 8 of 11 Executed and effective this the qday of ' 2018. BY: BY: CITY OF FORT WORTH CONSULTANT Frank W. Neal &Assoc., Inc. Fernando osta Frank W. Neal, P.E. Assistant City Manager Principal Date: t9118 Date: "-2-- ',7 10) APPROVAL RECOMMENDED: By: R hard Zavala D gctor, Park and Recreation Department APPROVED AS TO FORM AND LEGALITY M&C No.: N/A By: Richard A. McCracken Assistant City AttorneyM&C Date: N/A o F0&F ATTEST: /� Q 'F 1295 Certification: N/A ffia—ry'J—. Kays �k City Secretary �AS 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. I i B i Bob Byers j Garden Director 1 i OFFICIAL RECORD CITY SECRETARY City of Fort Worth,Texas FT.WORTH!TX Standard Agreement for Professional Services Revision Date:2/15/2018 Page 9 of 11 ATTACHMENT "A" SCOPE OF SERVICES Project: Two replacement bridges at Fort Worth's Japanese Garden Project Description: 1. Bridge next to Cottonwood Tree a. Wood deck supported by structural steel b. Minimal interference with the existing cottonwood tree's roots c, Supports will not interfere with the concrete basin for the pond 2. Moon Bridge a. Curved Solid Wood Structure b. New foundation to accommodate a wider bridge c. Rails and balustrades per design and IBC 2017 Code Description of Engineering Services: 1. Contract Documents shall be prepared based on information from approved design documents. 2. Preparation of structural calculations 3. Preparation of Structural Contract Documents including Plans and Specifications 4. Review of Shop Drawings and submittal associated with the Structural Documents 5. Responding to RFI's 6. Four site visits during construction Exclusions: 1. Preparation of construction cost estimate,as-built drawings and re-designs to meet construction budgets 2. Site Structures beyond the bridges 3. Sit visits during construction beyond the four noted above 4. FWNA will not be the Registered Design Professional in Responsible Charge in accordance with Chapter 17 of the 2017 International Building Code Fee: $7750.00 for bridge designs,Contract Documents,and Four Site Visits $250,00 for site visits during construction beyond the four noted above Note: Based upon acceptance of this proposal and when authorization to proceed is given,a contract shall be forwarded to the Client. After contract has been signed,work shall be completed. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Dale:2/15/2018 Page 110 or 11 ATTACHMENT "B" VERIFICATION OF SIGNATURE AUTHORITY Frank W. Neal &Assoc., Inc. 1015 W. Broadway Fort Worth, Texas 76104 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. I 1. Name: ��,vt,�4 1�, Pe o-4 Position: F,,� wc-t V&-Q LU�ja Signature 2. Name: P-YAP w C..acLrlf*P-T- Position: RA PC I PAZ. Ignature 3. Name:1159YAO.. W , 1t.a"81*4 Position: ,may p 1 Sigt re Name: DA/i14 0 447/N/WN ,ZW Signature of Preshent/CEO Other Title: M N ML Date: S"` 2.1 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:2/15/2018 Page 11 of 11