HomeMy WebLinkAboutContract 52169 CITY SECRETARY
CONTRACT NO. Sal(0q
STATE OF TEXAS §
COUNTIES OF TARRANT §
DENTON AND WISE §
THIS AGREEMENT is made and executed by and between the City of Fort Worth, Texas,
a municipal corporation situated in Tarrant,Denton and Wise Counties,Texas,hereinafter called the
"City",acting herein by and through Jesus J. Chapa,its duly authorized Assistant City Manager,and
Carollo Engineers, Inc.,hereinafter called the "Consultant," acting herein by and through Jennifer
R. Ivey, its duly authorized Vice President.
WHEREAS, the City desires to perform a Wholesale Wastewater Cost of Service and Rate
Study; and
WHEREAS, the City desires to hire a professional firm knowledgeable and experienced in
conducting such a study; and
WHEREAS, the Consultant has represented that it is knowledgeable and experienced in
conducting such a study.
NOW,THEREFORE,that for and in consideration of the mutual covenants and agreements
herein contained, the parties hereto do hereby covenant and agree as follows:
SECTION 1.
DEFINITIONS
In this Contract,the following words and phrases shall be defined as follows:
CitRgpresentative means the Director of the Wastewater Department or his designee.
Contract Documents means the Consultant's Draft Scope of Services and all its addenda, attached as
exhibit"A",this Contract and all other attachments.
Deliverable Document means a report, photograph, electronic file, or an invoice that shows the
completion of one of the work tasks and/or subtasks. Electronic files shall be in Word, Excel,
AutoCad,or similar software and shall be provided as requested by the City.
Notice to Proceed means the letter issued by the City that authorizes Consultant to begin work. It also
authorizes future invoices to be paid.
The City hereby contracts with the Consultant as an independent consultant, and the Consultant
hereby agrees to perform the professional services set out herein in accordance with standard utility
gate-setting practices and policies as well as the prevailing standard of care delineated in Section 5
�
N reunder.
OFFICIAL RECORD
a o CITY SECRETARY
`� " FT. WORTH TIC
SECTION 2.
SCOPE OF SERVICES
The Consultant shall perform a Wholesale Wastewater System Cyst of Service and Rate Study for
the fiscal year beginning October 1,2019.
Unless otherwise directed by the City and agreed to by the Consultant,the deliverables shall include
the following as set forth by the City in accordance with Consultant's scope of work in its Response
to the RFP as described in Exhibit A. If there is a discrepancy between the scope of services listed
below and the Response,the list below shall prevail.
1. The Consultant will review all inputs made by Staff into the rate model.
2. The Consultant will review and confirm all calculations by the model related to establishing
revenue requirements:
a) operating expense;
b) depreciation expense; and
c) return on investment.
3. The Consultant will review and confirm all calculations ley the model related to allocating
costs of service:
a) allocate cost of service to wastewater service functions; and
b) allocate fianctionalized costs to the wholesale customer class
4. The Consultant will review and confirm all calculations by the model related to calculating
and recommending rates and charges:
5. May 16, 2019 Preliminary Cost of Service and Rates Report;
6. June 13,2019 1'Draft Cost of Service and Rates Report;
7. June 27,2019 Review Final Draft Cost of Service and Rates Report; and
8. July 12, 2019 Final Cost of Service and Rates Report.
SECTION 3.
TIME OF PERFORMANCE
The term of this Agreement shall commence upon complete execution and shall terminate on
September 30,2019,unless extended by mutual written agreement..
SECTION 4.
COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT
As compensation for the services required to complete this Project in accordance with the terms of
this Agreement, the City agrees to pay the Consultant on the basis of the hourly rates set forth in
Exhibit B an amount not-to-exceed $36,240.00. This amount shall constitute full and complete
compensation for the Consultant's services under this Agreement, including all expenditures made
and expenses incurred by the Consultant in performing such services.
Such compensation shall be paid to the Consultant in monthly installments upon submission of
statements,together with supporting data indicating the progress of
the work and services performed
for the month immediately preceding. Invoices will be due upon receipt and payable within thirty
(30) days, subject to certification by the Director of the Wastewater Department, or his authorized
representative, that such work has been performed and the expenses have been incurred. Such
certification shall not be unreasonably withheld or delayed.
Reimbursable expenses are part of the Not-to-Exceed amount and include, but are not necessarily
limited to subcontractors expenses,travel,report production and other out-of-pocket expenses,which
shall be paid based upon actual cost, supported by such documentation as the City may reasonably
request.
SECTION 5.
PROFESSIONAL RESPONSIBILITY AND WARRANTY
Consultant shall perform services consistent with skill and care ordinarily exercised by other
professional consultants under similar circumstances at the time services are performed, subject to
any limitations established by City as to time or expense to be incurred or other limitations of this
Agreement. Consultant further warrants that it will perform all services under this Agreement in a
safe, efficient and lawful manner using industry accepted practices, and in full compliance with all
applicable state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this Agreement.
City expressly acknowledges and agrees that the Services provided by this Agreement do not and
shall not include: (1) serving as"municipal advisor"for purposes of the registration requirements of
Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) or the
municipal advisor registration rules issues by the Securities and Exchange Commission;(2)advising
Client,or any municipal entity or other person or entity,regarding municipal financial products or the
issuance of municipal securities,including advice with respect to the structure,timing,terms,or other
similar matters concerning such products or issuances;(3)the practice of law or other legal services,
nor any form of insurance advisory services.
Consultant has no control over the cost of labor, materials, equipment or services furnished by
others, over the incoming wastewater quality and/or quantity, or over the way City's plant and/or
associated processes are operated and/or maintained. Data projections and estimates are based on
Consultant's opinion based on experience and judgment. Consultant does not guarantee that actual
costs and/or quantities realized will not vary from the data projections and estimates prepared by
Consultant and Consultant will not be liable to and/or indemnify City and/or any third party related
to any inconsistencies between Consultant's data projections and estimates and actual costs and/or
quantities realized by City and/or any third party in the future, except to the extent such
inconsistencies are the result of Consultant's failure to exercise the skill and care ordinarily
exercised by other professional consultants under similar circumstances .
SECTION 6.
ESTABLISHMENT AND MAINTENANCE OF RECORDS
Records shall be maintained by the Consultant at its place of business with respect to all matters
covered by this Agreement. Such records shall be maintained for a period of three (3) years after
receipt of final payment under this Agreement.
SECTION 7.
AUDITS AND INSPECTIONS
The Consultant agrees that the City shall,until the expiration of three(3)years after the final payment
under this Agreement have access to and the right to examine any directly pertinent books,documents,
papers and records of the Consultant involving transactions relating to this Agreement. The
Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
The Consultant further agrees to include in all its subcontracts hereunder a provisions to the effect
that the subcontractor agrees that the City shall, until the expiration of three(3) years after the final
payment and directly pertinent books,documents,papers and records of such subcontractor,involving
transactions to the subcontract, and further,that City shall have access during normal working hours
to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with the provisions of this article, and shall give subcontractor
reasonable advance notice of intended audits.
SECTION 8.
INDEMNITY
THE CONSULTANT AGREES TO DEFEND,INDEMNIFY AND HOLD HARMLESS THE
CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY
AND ALL THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF ANY
HIND BROUGHT AGAINST SAID PARTIES TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT OR
CONSULTANT'S AGENTS, EMPLOYEE OR OFFICER, IN THE PERFORMANCE OF
SERVICES HEREUNDER. THE CONSULTANT IS NOT REQUIRED HEREUNDER TO
DEFEND,INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH AND ITS
OFFICIALS,AGENTS AND EMPLOYEES FROM LIABILITY RESULTING FROM THE
NEGLIGENCE OR WRONGFUL ACTS OF THE CITY OR ANY THIRD PARTY. THE
INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON OF
THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN THIS
AGREEMENT.
SECTION 9.
COMPLIANCE WITH LAWS
In providing the scope of services outlined herein, the Consultant shall comply with all applicable
laws, ordinances, and codes of the Federal, State and local governments.
Consultant certifies that on the day work is to commence under this Agreement and during the
duration of the Agreement, it shall have and maintain current valid and appropriate federal and state
licenses and permits necessary for the provision of services under this Agreement.
Consultant also certifies that if it uses any subcontractor in the performance of this Agreement, that
such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this Agreement.
SECTION 10.
NON-DISCRIMINATION
During the performance of this Contract, Consultant agrees not to discriminate against any employee
or applicant for employment because of race, religion, color, sex or national origin, except where
religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the
normal operation of the Consultant. Consultant agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the provisions of the non-
discrimination clause.
Consultant also agrees that in all solicitations or advertisements for employees placed by or on behalf
of this Contract,that Consultant is an equal opportunity employer.
Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation
shall be deemed sufficient for the purpose of meeting the requirements of this section.
SECTION 11.
MODIFICATION
No modification of this Agreement shall be binding on Consultant or the City unless set out in writing
and signed by both parties. Modifications shall be in the same format as the final specification
showing the change or addition of a task,project schedule, deliverable document(s), and schedule of
payments.
SECTION 12.
PERSONNEL
The Consultant represents that it has, or will secure at its own expense, all personnel required in
performing all of the services required under this Agreement. Such personnel shall not be employees
of or have any contractual relationships with the City.
All the services required hereunder will be performed by the Consultant or under its supervision and
all personnel engaged in the work shall be qualified and shall be authorized or permitted under state
and local law to perform such services.
The Consultant represents that the Consultant's Project Manager, Jennifer R. Ivey, is available to
ensure completion of the scope of services pursuant to this Agreement.
SECTION 13.
ASSIGNABILITY
Neither party hereto shall assign, sublet or transfer its interest herein without 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.
SECTION 14.
DEFAULT
Consultant shall not be deemed to be in default because of any failure to perform under this
Agreement, if the failure arises from causes beyond the control and without the fault or negligence of
Consultant. Such causes shall include acts of God, acts of the public enemy,acts of Government,in
either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes,
freight embargoes, and unusually severe weather.
If Consultant fails to begin work herein provided for within the time specified above,or to complete
such work within the time specified above,within the true meaning of this Agreement,City shall have
the right to take charge of and complete the work in such a manner as it may deem appropriate. If
City exceeds the costs detailed in the attached documents, City may deliver to Consultant a written
itemized statement of the total excess costs,and Consultant shall reimburse City for such excess costs
without delay.
If,at any time during the term of this Contract,the work of Consultant fails to meet the specifications
of the Contract Documents, City may notify Consultant of the deficiency in writing. Failure of
Consultant to correct such deficiency and complete the work required under this Agreement to the
satisfaction of City within ten (10) days after written notification shall constitute default, and shall
result in termination of this Agreement. All costs and attorneys fees incurred by City in the
enforcement of any provision of this Agreement shall be paid by Consultant.
The remedies provided for herein are in addition to any other remedies available to City elsewhere in
this Agreement and by law.
SECTION 15.
TERMINATION OF CONVENIENCE OF CITY
The City may terminate this Agreement for its convenience at any time by giving at least ten (10)
days notice in writing to the Consultant. In the event of termination pursuant to this paragraph,
Consultant shall be entitled to receive payment for all work comfl,eted or in progress, and for costs
reasonably incurred to close out its project services. Compensation is to include fees, expenses, and
liabilities to subcontractors or other third parties. Consultant will make reasonable attempts to cancel
all such liabilities in order to mitigate the cost to the City.
SECTION 16.
INSURANCE
Consultant shall maintain at its own expense the following insurance:
1. Commercial General Liability(CGL)
$1,000,000 each occurrence
$2,000,000 aggregate limit
2. Workers' Compensation
Statutory limits
Employer's liability
$100,000 each accident/occurrence
$100,000 Disease- each employee
$500,000 Disease-policy limit
3. Automobile Liability
$1,000,000 each accident on a combined single limit basis
Split limits are acceptable if limits are at least:
$250,000 Bodily Injury per person/
$500,000 Bodily Injury per accident/
$100,000 Property Damage
4. Errors & Omissions(Professional Liability)
$1,000,000 per claim and aggregate
The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees and
Volunteers as an "Additional Insured"on all liability policies. The additional insured requirement
does not apply to Workers' Compensation or Errors & Omissions policies
The certificate of insurance shall provide thirty days (30)notice of cancellation or non-renewal.
Example: "This insurance shall not be canceled, limited in scope or coverage, cancelled or
non-renewed, until after thirty (30) days prior written notice has been given to the City of
Fort Worth.
The certificate shall be signed by a agent authorized to bond coverage on behalf of the insured,be
complete in its entirety, and show complete insurance carrier names as listed in the current A.M.
Best Property & Casualty Guide
All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City of
Fort Worth.
The insurers for all policies must be licensed and/or approved to do business in the State of Texas.
Except for workers' compensation, all insurers must have a minimum rating of A-: VII in the
current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability
insurance for any differences is required. Excess Liability shall follow form of the primary
coverage.
"Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If
coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or
prior to the date of the contractual agreement 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 the contractual agreement and for three (3) years following completion of the
service provided under the contractual agreement or for the warranty period, whichever is longer.
An annual certificate of insurance submitted to the City shall evidence such insurance coverage.
Policies shall have no exclusions by endorsements, which nullify the required lines of coverage,
nor decrease the limits of said coverages unless such endorsements are approved in writing by the
City. In the event a contract has been bid or executed and the exclusions are determined to be
unacceptable or the City desires additional insurance coverage, and the City desires the
Consultant/engineer to obtain such coverage,the contract price shall be adjusted by the cost of the
premium for such additional coverage plus 10%.
Certificates of Insurance shall be furnished to the City upon the re(juest of the City.
SECTION 17.
SEVERABILITY
If any portion of this Contract is held to be void,invalid,or otherwise unenforceable,in whole or part,
the remaining portions of this Contract shall remain in effect.
SECTION 18.
VENUE
Should any action,whether real or asserted,at law or in equity,arise out of the terms of this Contract,
venue for said action shall be in Tarrant County,Texas.
SECTION 19.
NOTICES
All written notices to the respective parties shall be sent by registered mail and be addressed as
follows:
CITY OF FORT WORTH CONSULTANT
Chris Harder Jennifer R. Ivey
Water Director Vice President
City of Fort Worth Carollo Engineers, Inc
200 Texas Street 100 East 15`h Street, Suite 540
Fort Worth,Texas 76102 Fort Worth, Texas 76102
SECTION 20.
CAPTIONS
The captions of this Contract are for informational purposes only and shall not in any way affect the
substantive terms and conditions of the Contract.
SECTION 21.
CONFLICTS
This Contract is the sole agreement between the City and the Consultant and any and all other prior
agreements,whether oral or written, are merged into this Contract and of no further force or effect.
SECTION 22.
PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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 a contract with the City of Fort Worth, 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 the contract.
SECTION 23.
CITY-PROVIDED INFORMATION AND SERVICES
Upon reasonable request, City shall furnish Consultant available and actual studies, reports and
other data pertinent to Consultant's services; cooperate in obtaining or authorizing Consultant to
obtain or provide additional reports and data provided there is no additional cost to the City;, and
Consultant shall be entitled to use and rely upon all such information and services provided by
City in performing Consultant's services under this Agreement.
SECTION 24.
THIRD PARTIES
The services to be performed by Consultant are intended solely for the benefit of the City. No
person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's
performance of its services hereunder, and no right to assert a claim against Consultant by
assignment of indemnity rights or otherwise shall accrue to a third party as a result of this
Agreement or the performance of Consultant's services hereunder.
EXECUTED on this, the day of YI , 2019.
: lor Engineers,Inc. ity rt ,Texas:
fer R. I e J y Chapa ,
rPreside Assistant Ci ana r
/0 --
Date Date
Approval//Recommended
C�
Witness C ns Harder, Director
Fort Worth Water Department
APPROVED AS TO FORM AND
LEGALITY:
Pxlt� ,f A
hrista R. Lo ez ynolds
Senior Assistant C6y Attorney
ATTEST: V-OR7 .l?s
Mary Ka
4City Secre
..............
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all perfo ance
an epo ling re it en .
67
Roodert S. Shook
Name of Employee
Senior Utility Rate Analyst
M
AL RECORDECRETARYORTH,TX
Exhibit A
Consultant's Scope of Work Response to RFP
Exhibit B
Compensation Schedule of Hourly Rates
Contractor Role Hours Rate Total
Jennifer Ivey,MBA,PE Project Manager 60 $295.00 $17,700.00
Hutch Mussallam,PE Principal-in-Charge 8 $295.00 $2,360.00
Ann Casey,MBA QA/QC 8 $295.00 $2,360.00
Bri Bennett,MBA Financial Analyst 72 $185.00 $13,320.00
Total Labor 148 $35,740.00
Meetings/Additional Expense $500.00
Total Project Cost $36,240.00