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HomeMy WebLinkAboutContract 52266 CITY SECRETARY CONTRACT N0. J�Q(Ap CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("City"), and GAP Consultants, Inc. authorized to do business in Texas ("Consultant'). 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". (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 an amount up to FORTY EIGHT THOUSAND AND 00/100 Dollars. ($48,000.00). In accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all the services described in Attachment"A". 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 Article VIII herein, this Agreement shall be for a term beginning on the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein, whichever occurs first. -1 City Of Fort Worth.Texas ���a Standard Agreement for Professional Services OFFICIAL ICIAI. RECORD Revision Date:11.07.17 Page 1 of 12 CITY SECRETARY FT. WORTH,TX i i i { 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 j venture between City and Consultant. i Article V Professional Competence and Indemnification i (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. 4 (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, 1 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 j 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 i ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. I Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all I 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. City of Fort Worth,Texas t Standard Agreement for Professional Services Revision Date:11.07.17 Page 2 of 12 i i i Commercial General Liability $1,000,000 each occurrence s $2,000,000 aggregate Automobile Liability j $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. i 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 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 i coverage. A ten days notice shall be acceptable in the event of non-payment of premium. f e. Insurers must be authorized to do business in the State of Texas and have a i current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. i 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. i g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery I in favor of the City. i i City of Fort Worth.Texas I Standard Agreement for Professional Services Revision Date:11.07.17 Page 3 of 12 i I i 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. i Article Vlll Termination of Contract i (1) a. City may terminate this Agreement for its convenience on 30 days' written notice i to Consultant. i 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 nonperforming party does not commence correction of such nonperformance within 5 days'written notice or thereafter fails to diligently complete the correction. j (2) If City chooses to terminate this Agreement, upon receipt of notice of termination, I Consultant shall discontinue services rendered up to the date of such termination I and City shall compensate Consultant based upon calculations in Article 11 of this Agreement and Exhibit "B" attached hereto and incorporated herein. I 1 (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 i Agreement. I I Clry W Fort Worth,Toxas i Standard Agreement for Professional Services i Revision Date:11.07.17 i Page 4 of 12 i i i i 1 I i 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 1 give Consultant and any sub-consultant reasonable advance notice of intended i 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 f is performed. 1 Article X j Minority Business and Small Business Enterprise(MBE)(SBE) Participation In accordance with the City's Business Diversity goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a 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 i 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. i 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 City of Fort Worth,Texas i Standard Agreement for Professional Services Revision Date;11.07.17 Page 5 of 12 3 I 1 3 i 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 Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. Article XIII 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 XIV 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. Article XV 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 i Agreement to other persons or circumstances shall not be affected thereby and this City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 6 of 12 Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVI 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: Jennifer West Transportation and Public Works 200 Texas Street Fort Worth, Texas 76102 Consultant: GAP Consultants, Inc. Attn: George A Patterson P.O. Box 8616 Fort Worth, TX 76124-0616 Article XVII Prohibition On Contracts With Companies Boycotting 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 this contract, 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. Article XVIII 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 er P.d W—th,r.... Standard Agreement for Professional Services Revision Date:11.07.17 Page 7 of 12 Article XIX 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 are hereby made a part of this Agreement: Attachment A-Scope of Services Attachment B-Compensation Duly executed by each parry's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH CONSULTANT GAP Consultants, Inc. I Susan Alanis `G-e-o--rre4 Patterson Assistant City Manager Registered Accessibility Specialist Date:_ 3 / Date: A,PX rRR'-QA RECOM LADED: By: �L�u Steve Cooke Interim Director, Transportation and Public Works City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11,07.17 Page8of12 OFFICIAL RECORD CITY SECRETARY T. WORTH, TX Contract Compliance Manager: By signing, l acknowledge that 1 am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting Form 1295 No. N/A requirements. M&C No.: N/A Maged Zaki, M&C Date: N/A Graduate Engineer. APPROVED AS TO FORM AND LEGALITY ATTEST: By. oug Black Vary J. Ka Sr. Assistant City Attorney City Secreta .. .fir..-., City of Fort Worth,Texas OFFICIAL RECORD�y Standard Agreement for Professional Services CITY SECRETARY , Revision Date:11.07.17 Page 9 of 12 FT. WORTHp TX ATTACHMENT A Scope for Services For TDLR Protect Registration, Plan Review and Inspection The scope set forth herein defines the work to be performed by the CONSULTANT in completing the Service. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed and address the needs of the Service. OBJECTIVE This contract provides for professional services through a number of Task Order assignments on an as- needed basis to perform professional services for TDLR Project Registration, Plan Review and Inspection at selected projects locations. Work under this agreement includes registering any project with the Texas Department of Licensing and Regulation (TDLR) for pedestrian facilities construction exceeding $50,000.00, Plan Review in accordance to the requirements of the Texas Accessibility Standards (TAS) and Inspections in accordance to the requirements of the Texas Accessibility Standards (TAS). WORK TO BE PERFORMED. CONSULTANT hereby agrees to perform Professional Services for TDLR Project Registration, Plan Review and Inspection at Various Locations on a task order basis as may be requested by the City during the term of this AGREEMENT. Work under this agreement will be performed on a Work Authorization basis. The City will request services for each Work Authorization. The CONSULTANT shall prepare scope, fee and schedule as necessary to perform the services requested for each Work Authorization within 10 working days of the City's request. Each Work Authorization shall include scope for services as Attachment "A". This scope will outline tasks required to complete the Work Authorization. For each task the scope shall include a detailed description of the task, outline any assumptions and list the required deliverables. Each Work Authorization shall include Attachment "B" detailing the compensation for the Work Authorization. Compensation will be based upon fees agreed to by City and the CONSULTANT for each Work Authorization. Compensation will be based on the Schedule of Rates in Attachment"B"of this agreement. JOBSITE SAFETY Neither the professional services activities of the CONSULTANT, nor the presence of the CONSULTANT or its sub consultant at a construction project site, shall impose any duty on the CONSULTANT nor relieve the Contractor of its obligations, including, but not limited to, construction means or procedures necessary for performing the Work in accordance with the Task Order and any health or safety precautions required by any regulatory agencies. The CONSULTANT has no authority to exercise any control over and construction contractor or its employees in connection with their work or and health or safety programs or procedures. City of Fort Worth,Texas Standard Agreement for Prafessional Services Revision Date:11.07.17 Page 10 of 12 ATTACHMENT B COMPENSATION Consulting Services for TDLR Project Registration, Plan Review and Inspection I. Compensation A. The CONSULTANT shall be compensated for non-labor expenses, for performing the services enumerated in Attachment A as follows: I. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses. Direct Expenses (non-labor) include the plan review fees, TDLR project filling fees and inspections fees as following: Construction Cost Plan Review TDLR Project Inspection Fee* Filing Fee Fee* $50,000 - $199,999 $300 $175 $400 $200,000 - $499,999 $375 $175 $435 $500,000 - $999,999 $435 $175 $465 1,000,000 - $4,999,999 $500 $175 $500 $5,000,000 - $9,999,999 $625 $175 $625 $10,000,000— 14,999,999 $675 $175 $675 II. Budgets. CONSULTANT will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. CONSULTANT is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay CONSULTANT beyond these limits. If CONSULTANT projects, in the course of providing the necessary services that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the CONSULTANT shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, CONSULTANT's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. City of Fort Worth,Toxoc Standard Agreement for Professional Services Revision Date:11.07.17 Page 11 of 12 III. Method of Payment A. The CONSULTANT shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the CONSULTANT, based on the fees provided by the CONSULTANT in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the CONSULTANT. C. Payment of invoices will be subject to certification by the City that such work has been performed. City of Fort Worth,Texas Standard Agreement for Professional services Revision Date:11.07.17 Page 12 of 12