HomeMy WebLinkAboutContract 33947 STATE OF TEXAS §
KNOW ALL PERSONS BY THESE
PRESENTS:
COUNTY OF TARRANT §
PROFESSIONAL SERVICES CONTRACT
This contract is made by the City of Fort Worth, Texas, a home rule municipal corporation situated
in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City", and Amtech Lighting Services,
individually,hereafter called"Consultant".
1. SCOPE OF SERVICES
Consultant agrees to provide the services shown in the Scope of Services reflected in Attachment A
hereto and incorporated herein by this reference.
2. COMPENSATION
The maximum amount to be paid to Consultant for all services rendered and all expenses incurred
hereunder shall not exceed$4,000.00 based upon the Fee Schedule presented in Attachment B hereto
and incorporated herein by this reference.
3. INVOICE AND PAYMENT
a) Consultant shall provide the City sufficient documentation to reasonably substantiate its
invoices.
b) Consultant will issue monthly invoices for all work performed under this Agreement. Invoices
are due and payable within 30 days of receipt.
c) Upon completion of services enumerated in Article I, the final payment of any balance will be
due within 30 days of receipt of the final invoice.
d) In the event of a disputed or contested billing, only that portion so contested will be withheld
from payment, and the undisputed portion will be paid. The City will exercise reasonableness in
contesting any bill or portion thereof. No interest will accrue on any contested portion of the
billing until mutually resolved.
e) If the City fails to make payment in full to Consultant for billings contested in good faith within
60 days of the amount due, the Consultant may, after giving 7 days' written notice to City,
suspend services under this Agreement until paid in full, including interest. In the event of
suspension of services, the Consultant shall have no liability to City for delays or damages
caused the City because of such suspension of services.
4. TERM
The term of this Agreement shall begin on the date it is fully executed by both parties. The term of
this Agreement shall be for one year or until the completion of the subject matter contemplated
herein, whichever occurs first.
5. TERMINATION
a) City may terminate this Agreement for any reason, at any time,with or without cause, or for the
convenience of the City by ten (10) days' notice in writing to Consultant. Upon the receipt of
such notice, Consultant shall immediately discontinue all services, work, and investigative
activities in connection with the performance of this Agreement and shall proceed to promptly
complete all existing investigations as they are chargeable to this Agreement. If the City
terminates this Agreement for convenience pursuant to this Section, the City shall pay
Consultant for services actually and satisfactorily performed in accordance herewith prior to
such termination,in accordance with a final statement submitted by Consultant documenting the
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performance of such work. Consultant shall not be entitled to lost or anticipated profits should
City choose to exercise its option to terminate.
b) Upon termination of this Agreement for any reason, Consultant shall provide the City with
copies of all written summaries and investigative reports prepared under this Agreement.
6. INDEMNIFICATION;LIABILITY
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 his 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 Consultant's negligent act,
error or omission.
7. INSURANCE: Consultant shall provide and deliver to the City a certificate of insurance
documenting policies in the following coverage at minimum limits that are to be in effect prior to
commencement of work under this Agreement:
Commercial General Liability Insurance
$1,000,000 each occurrence
$1,000,000 aggregate
Automobile Liability
$1,000,000 each accident
A commercial business auto policy shall provide coverage on "any auto", defined as autos owned,
hired and non-owned during the course of this project.
Worker's Compensation
Coverage A: 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
2,000,000 aggregate
Professional Liability Insurance shall be written on a project specific basis. The retroactive date shall
be coincident with or prior to the date of this contract and the certificate of insurance shall state that
the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for
the duration of this contract and for five (5) years following completion of the contract (Tail
Coverage). An annual certificate of insurance shall be submitted to the City for each year following
completion of this contract.
a) Certificates of insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with the work.
b) 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.
Consultant Services Agreement m
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c) Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements.
d) 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 acceptable in the event of
non-payment of premium. Such terms shall be endorsed onto Consultant's insurance
policies. Notice shall be sent to the respective Department Director (by name), City of
Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102.
e) 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.
f) 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.
g) Applicable policies shall each be endorsed with a waiver of subrogation in favor of the
City as respects the work.
h) 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 City's
discretion; the Consultant may be required to provide proof of insurance premium
payments.
i) The Commercial General Liability insurance policy shall have no exclusions by
endorsements unless the City approves such exclusions in writing.
J) The City shall not be responsible for the direct payment of any in premiums
required by this agreement. It is understood that insurance cost is an allowable
component of Consultant's overhead.
k) All insurance required in this section, except for the Professional Liability insurance
policy,shall be written on an occurrence basis in order to be approved by the City.
1) Subconsultants to the Consultant shall be required by the Consultant to maintain the
same or reasonably equivalent insurance coverage as required for the 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. INDEPENDENT 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
Consultant Services Agreement
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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. CHOICE OF LAW;VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. 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.
11. RIGHT TO AUDIT
During the term of this Agreement, and at any time within three(3)years following the expiration of
this Agreement,the City shall have the right of access to all information held in the possession of the
Consultant related to services performed under this Agreement, for audit purposes or otherwise.
Consultant agrees to provide access to such information unless expressly prohibited from doing so by
court or other governmental order. City will provide reasonable prior notice of any intended audits
and the need for the information. Consultant agrees that it will keep records relating to the services
provided hereunder for as long as required by law.
12. NOTICES
Any notice required to be given hereunder shall be given by certified mail, return receipt to the
following addresses:
If to City: If to Consultant:
Director, Amtech Lighting Services
City of Fort Worth 1302 Ave R
1000 Throckmorton Street Grand Prairie,Texas 75050
Fort Worth,Texas 76102
13. 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.
14. NO THIRD-PARTY BENEFICIARIES
This Agreement shall inure only to the benefit of the parties hereto and third persons not
privy hereto shall not, in any form or manner, be considered a third party beneficiary of
this Agreement. Each party hereto shall be solely responsible for the fulfillment of its
own contracts or commitments.
Consultant Services Agreement
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15. 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.
16. PARAGRAPH HEADINGS
The paragraph 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.
EXECUTED in multiple originals on this,the day of 2006.
ATTEST: City OF FORT W TH:
Marty�Iendrix Marc A.Ott
City Secretary '� Assistant City Manager
Date: Q-Lo-w
APPROVED AS TO CONSULTANT:
FORM LEGAL
By:
` wn Lawrence,
Amy J. a Branch Manager
Assis City Attorney
Date: Z4�6
NO M&C REQUIRED
Consultant Services Agreement
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Attachment A
SCOPE OF SERVICES
TRAFFIC SIGNAL INDICATION AUDIT SERVICES:
IN FORT WORTH, TEXAS
TASK 1.0 TRAFFIC SIGNAL INDICATION AUDITDESIGNS
The following items will apply for each traffic signal location intersections:
A. Complete a field survey of each traffic signal location in City of Fort Worth to count and
inventory each indication;
B. Audit the size, color and type of indication.
TASK 2.0 INVENTORY REPORT
Prepare an inventory report by location in a spreadsheet format that is compatible with TXU
rebate program reports. Report shall be provided as both a printed report and electronically for
future City use.
Consultant Services Agreement
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Attachment B
COMPENSATION
The Consultant shall be compensated a total lump sum fee of $4.000.00 for the project.
Payment of the lump sum fee shall be considered full compensation for the services described
in Attachment A for all labor, materials, supplies, and equipment necessary to complete the
services.
Consultant Services Agreement
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