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HomeMy WebLinkAboutContract 53237 56 7 89.0 � t �.Env/mn V?&sei►�s cavmart v11..2fe 01 OvyOF����c PPy S t� t� CSC#53237 8Lg STATE OF TEXAS § § KNOWN ALL BY THESE PRESENTS: COUNTY OF TARRANT § This Contract is entered into by and between the City of Fort Worth ("City'), a home-rule municipality located within Tarrant, Denton, Parker, and Wise Counties, Texas, acting through Valerie Washington, its duly authorized Assistant City Manager, and EnSafe, Inc., a Texas corporation ("Contractor"), acting through Sharon E. Hooper, its duly authorized Vice President. City and Contractor may be referred to herein individually as a Party, or collectively as the Parties. WITNESSETH: That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE 1. DEFINITIONS City means the City of Fort Worth. Chance Order means an officially authorized and executed written amendment to this contract or to a Task Order, issued by the City. Contract Documents means the Request for Qualifications, attachments, pre-bid amendments, and appendices to the Request for Qualifications, the Contractor's response to the Request for Qualifications, and all ancillary documents submitted with the Contractor's response to the Request for Qualifications. Contractor means EnSafe Inc. Notice to Proceed means the official letter issued by the City, pursuant to the Code of the City of Fort Worth and City ordinances and policies that authorizes Contractor to begin work. Task Order means an officially authorized and executed written description and specification directing the Contractor to perform specific services within the scope of this contract, issued by the City. OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX ARTICLE 2. SERVICES AND TASK ORDERS Contractor hereby agrees to perform as an independent contractor the services set forth in the Scope of Work attached hereto as Attachment "A". This Contract is to provide the City of Fort Worth with professional services for environmental and engineering consulting projects during the term of the Contract. There is no guarantee of work granted by this Contract and nothing in this Contract is to be construed as an exclusive agreement with the Contractor to provide the City with professional services of this type, or as an agreement by the City to guarantee the Contractor any spec[€ic projects or quantities of work. THERE IS NO MINIMUM GUARANTEE OF ANY WORK UNDER THIS CONTRACT. City will issue a Task Order to Contractor that details the work to be performed by the Contractor. Task Orders will include at a minimum a unique Task Order Number, project address, scope of work, date to commence work, and the not to exceed payment amount for the task. The Task Order will also include the time period to complete the work after the issuance of said Task Order and provide, to the City, an accurate and functional deliverable. ARTICLE 3. COMPENSATION Section 1. Not To Exceed Amount And Fee Schedule. The not to exceed amount for this Contract shall be one hundred thousand dollars (100,000.00). City and Contractor agree to the unit prices, employee labor rates, and other costs as specified in this contract. Contractor shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The City will not be liable for any Contractor fees, costs, or other remuneration in excess of this amount unless a written amendment to the Contract has been executed by both parties. Section 2. Invoice and Payment. The Contractor shall provide monthly invoices to the City. All invoices must reflect the City Task Order number. Invoices shall contain a detailed breakdown to include: labor including employee name, functional title, date and hours of work performed; internal supplies and services provided; and external supplies and services provided. Contractor shall submit a final, comprehensive invoice within 30 days of the completion of work performed for each Task Order. The final invoice shall include all charges related to work performed under the Task Order including subcontracted work. The City's preference is that the final invoice be submitted concurrently with the delivery of the final report or other deliverable, as applicable. 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 Contractor's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof, The Contractor shall also provide the City with quarterly updates showing the total and itemized costs incurred to the City for each task ordered and the amount remaining in the contract not-to-exceed amount. Contractor shall receive no additional compensation for work delays or hindrances except when direct and unavoidable extra costs to the Contractor are caused by the City's gross negligence. ARTICLE 5. TERM The term of this Contract shall be for a period of one year from the date of complete execution by the parties. This Contract may be renewed by mutual written agreement on a yearly basis provided the not to exceed amount has not been reached. ARTICLE B. INDEPENDENT CONTRACTOR Contractor shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Contractor 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 respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Contractor. ARTICLE 7. PROFESSIONAL COMPETENCE Work performed by Contractor shall comply 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. Approvals issued by the City or another entity shall not constitute or be deemed to be a release of the responsibility and liability of Contractor or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder, which shall be performed in accordance with the applicable professional standard of care. ARTICLE 8. INTELLECTUAL PROPERTY Section 1. Rights in data_ The City shall have unlimited rights in all data delivered under this Contract, and in all data first produced in the performance of this Contract. Section 2. Intellectual property rights and ownership. All work product developed by Contractor under this Contract shall be the sole property of the City and the City shall have unlimited rights in such work product. All work product developed by Contractor under this contract shall be considered "work for hire" and rights, title, and interests to all intellectual property shall vest in the City. Contactor affirmatively, by executing this contract, disclaims all such intellectual property interests in favor of the City. In the event that any rights, title, or interest shall by operation of law or otherwise fail to vest in the City or become void or voidable, Contractor shall a) transfer all rights, title, and interest to intellectual property to the City; or alternatively and at the discretion of the City the Contractor shall b) grant an unlimited and exclusive license for publication, sale, reproduction, or use by the City and its authorized sublicensees of all intellectual property developed under this contract. Contractor agrees to timely execute any documents or take any other actions as may reasonably be necessary, or as the State may reasonably request, to perfect the State's ownership, license, or other rights to any work product. Contractor shall not use, sell, transfer, or authorize a third party to use any work product, copyrights, trademarks, or other intellectual property (or derivatives thereof) of the work product developed under this contract without the express written consent of the City. ARTICLE 9. INDEMNIFICATION Section 1. Definitions. In this paragraph, the following words and phrases shall be defined as follows: Environmental Damages shall mean all claims, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens costs, and expenses of investigation of any claim, including reasonable attorney's fees and disbursements, any of which are incurred as a result of a violation of environmental requirements to the extent caused by negligence in the work performed under this contract or the operations of the Contractor and Subcontractors, and including: a. Damages for personal injury and death, or injury to property or natural resources; b. Reasonable Fees incurred for the services of attorneys, including is those incurred in enforcing this contract or collecting any sums due hereunder; and Environmental requirements shall mean all applicable statutes, regulations, rules, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states, and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including without limitation: a. All requirements, including, but not limited to, those pertaining to reporting, licensing, emissions, discharges, releases, or threatened releases of hazardous materials, pollutants, contaminants or hazardous or toxic substances, materials, or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, stormwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and b. All requirements pertaining to the protection of the health and safety of employees or the public. c. City has disclosed to Contractor in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. Section 2. General Indemnification. CONTRACTOR DOES HEREBY INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTIONS INCURRED DUE TO ANY LOSS OR DAMAGE TO PERSONAL PROPERTY, OR PERSONAL INJURY, AND/OR DEATH, OCCURRING AS A CONSEQUENCE OF THE CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT, BUT ONLY TO THE EXTENT SUCH INJURIES, DEATH, OR DAMAGES ARE CAUSED BY THE NEGLIGENCE OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS' . Section 3. Environmental Indemnification. CONTRACTOR DOES HEREBY INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AND EMPLOYEES, AGAINST ANY AND ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING FROM CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT BUT ONLY TO THE EXTENT SUCH ENVIRONMENTAL DAMAGES OR VIOLATION OF ENVIRONMENTAL REQUIREMENTS ARE CAUSED BY THE ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, FOR WHOSE ACTS CONTRACTOR IS LEGALLY LIABLE. Section 4. City agrees that Contractors obligation to indemnify and release shall be limited as described in the Special Provisions in Attachment C. However, the City does not release nor waive any claim or pursuit of action against Contractor for its failure to exercise the standard of care as described in Article 16, or Contractor's intentional or negligent release or action to cause a release of a hazardous substance or waste. Upon learning of a claim, lawsuit, or other liability which Contractor is required hereunder to indemnify, City shall provide Contractor with reasonable timely notice of same. The obligations of the Contractor under this paragraph shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. ARTICLE 10. INSURANCE Section 1. Insurance coverage and limits The Contractor certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract. Prior to commencing work, the Contractor shall deliver to City, certificates documenting this coverage. The City may elect to have the Contractor submit its entire policy for inspection. 1. Commercial General Liability $5,000,000 each occurrence $5,000,000 aggregate 2. Professional Liability $2,000,000 each claim, or $5,000,000 aggregate 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. 3. Automobile Liability $1,000,000 each accident or $250,000 property damage / $500,000 bodily injury per person per accident The named insured and employees of Contractor shall be covered under this policy. The City of Fort Worth shall be named an Additional Insured, as its interests may appear, Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included under this policy. 4. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee 5. Environmental Impairment Liability (EIL) and/or Pollution Liability $4,000,000 per occurrence EIL coverage(s) must be included in policies listed in subsections 1 and 2 above; or, such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract shall be included under the Automobile Liability insurance or other policy(s). Section 2. Additional Insurance Requirements 1. 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, and volunteers as respects the Contracted services. 2. Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon. 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. 4. 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 Contractor's insurance policies. Notice shall be sent to Department of Financial Management Services - Risk Management Division, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102. 5. 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. 6. 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. 7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. S. The City shall be entitled, upon its request and without incurring expense, to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion; the Contractor may be required to provide proof of insurance premium payments. 9. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions and such approval shall not be unreasonably denied. 10. The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Contractor's overhead. 11. All insurance required above except for Professional Liability shall be written on an occurrence basis in order to be approved by the City_ 12. Subcontractors to the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage, Contractor shall provide City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subcontractor's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Contractor of the contract. ARTICLE 11. LICENSES AND PERMITS Contractor certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this contract, that such subcontractor shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. ARTICLE 12. TRANSFER OR ASSIGNMENT City and Contractor each bind themselves, and their lawful successors and assigns, to this Agreement. Contractor has been engaged as a consequence of Contractor's specific and unique skills; Assignment will only be granted under unusual circumstances and at the sole discretion of the City. Contractor, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. ARTICLE 13. RIGHT TO AUDIT (a) Contractor 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 Contractor involving transactions relating to this Agreement. Contractor 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 Contractor reasonable advance notice of intended audits. (b) Contractor further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting contractor 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 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. City shall give Contractor and any subcontractor reasonable advance notice of intended audit. (c) Contractor and subcontractors agree to photocopy such documents as may be requested by the City_ The City agrees to reimburse Contractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. ARTICLE 14. DIVERSITY BUSINESS ENTERPRISE (DBE) PARTICIPATION In accordance with the City's Business Diversity Enterprise (BDE) Ordinance No. 20020- 12-2011, the City has established goals for the participation of BDEs in City contracts. Unless a waiver of DBE goals has been authorized by the City, Contractor hereby acknowledges the BDE goals established in the Contract Documents for this project and affirms its contractually enforceable agreement to achieve those goals. 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 15. NON-DISCRIMINATION During the performance of this contract, Contractor shall not discriminate in its employment practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of Fort Worth. Contractor agrees not to discriminate against any employee or applicant for employment because of because of age, race, color, religion, sex, disability, national origin, sexual orientation, transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising, hiring, layoff, recall, termination of employment, promotion, demotion, transfer, compensation, employment classification, training and selection for training or any other terms, conditions or privileges of employment. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. Contractor also agrees that in all solicitations or advertisements for employees placed by or on behalf of this contract, that Contractor 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. ARTICLE 16. OBSERVE AND COMPLY Contractor shall exercise the standard of care, diligence and skill with regard to the provision of the services provided for in this Contract that is commercially reasonable for a prudent similarly situated contractor and to at all times to observe and comply with applicable federal, state, and local laws and regulations and with all City ordinances and regulations which affect this Agreement and the work hereunder, and applicable 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. Contractor agrees to indemnify and hold harmless City from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation to the extent such claim or violation was caused by the Contractor or its Subcontractors. City agrees due to the special nature of this Contract to Special Provisions in Attachment C. ARTICLE 17. DEFAULT If Contractor fails to begin work or to complete work within the time specified in a Task Order City shall have the right to take charge of and complete the work in such a manner as it deems appropriate. If the City exceeds the costs detailed herein or in the Task Order, City may deliver to Contractor a written itemized statement of the excess costs and Contractor shall reimburse the City for such excess costs without delay. If at any time during the terms of this contract, the work of the Contractor fails to meet the specifications of the Contract Documents or to meet the standards of duty, care, or proficiency of a reasonable and competent Contractor, City may notify the Contractor of the deficiency in writing. Failure of the Contractor to correct such deficiency and complete the work required under this contract or a Task Order to the satisfaction of the City within ten (10) days after written notice shall constitute default, and shall result in termination of this contract. Contractor shall not be deemed to be in default because of any failure to perform under this contract if the failure arises solely from causes beyond the control of the Contractor and without any fault or negligence by the Contractor. Such causes shall include acts of God, acts of war or terrorism, fires, floods, epidemics, quarantine restrictions, labor strikes, freight embargoes, and events of unusually severe weather. ARTICLE 18. TERMINATION City may terminate this contract with or without cause by giving thirty (30) days written notice to Contractor. In the event of termination, any work in progress will continue to completion unless otherwise specified in the notice of termination. If the City terminates this contract under this provision, City shall pay Contractor for all services performed prior to the termination. Termination shall be without prejudice to any other remedy the City may have. Contractor may terminate this contract with or without cause by giving ninety (90) days written notice to the City. All data and completed or partially completed documents prepared under this contract shall be promptly turned over to the City upon tenmination of this contract. ARTICLE 19. 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 20. 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 21. 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. ARTICLE 22. 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. ARTICLE 23. 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 24. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of Contractor, and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of the contract shall not be construed or decreed to be a waiver of any other provision or condition of this Contract, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. All costs and attorneys fees incurred by the City in the enforcement of any provision of this contract shall be paid by the Contractor, The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract and by law. ARTICLE 25. 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: If to the City: City of Fort Worth Cody M. Whittenburg Code Compliance Department 200 Texas Street Fort Worth, Texas 76102-6311 If to the Contractor: Sharon E. Hooper Vice-President EnSafe Inc. 4545 Fuller Drive Suite 342 Irving, Texas 75038 ARTICLE 26, REPRESENTATIONS Contractor represents that it has received all necessary reports and surveys from the City and, to the best of Contractors knowledge, understands the currently known hazards and suspected hazards which are presented to persons, property and the environment by contaminated soils, both generally and with specific regard to this project. Contractor represents that it will exercise the standard of care as described in Article 16 to perform all services under this Contract in a safe, efficient and lawful manner using industry accepted practices, and in compliance with applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this Contract. ARTICLE 27. 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. ARTICLE 27. LIMITATION OF LIABILITY City agrees that the Contractor's limitation of liability shall not exceed the total amount of fees paid by the City to the Contractor for services performed under this Contract, or $100,000, whichever is greater to the extent the Contractor exercise the standard of care described in Article 16. The City agrees that any claim for damages filed against the Contractor, by the City or by any contractor or subcontractor hired directly or indirectly by the City, will be filed solely against the Contractor or its successors or assigns, and that no individual shall be held personally liable for damages, in whole or in part. ARTICLE 27. ENTIRETY This contract, the contract documents, and any other documents incorporated by reference herein are binding upon the parties and contain all the terms and conditions agreed to by the City and Contractor, and no other contracts, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. In the event of any conflict between this contract and any other contract documents, then the terms of this contract shall govern. The Remainder of This Page is Intentionally Left Blank IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals on this date—Im ►t)� 0� Iq , in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: EnSafe Inc. Valerie Washington Sharon E. Hooper Assistant City Manager Vice President, Contracts$Risk Management Date Signed; Dec 10,2019 RECOMMENDED: 1 WO-4-1— Cody M.Whittenburg Witrli Environmental Manager -T' APPROVED AS TO FORM AND Corporate Seal: LEGALITY: •••••••"2else,� �•` XNCORPO'•,, �►'QF •••�•• •;Pq': y?GOBS :o�� Christa Lopez-Reynolds SEAL ' Senior Assistant City Attorney = 1980 ` ATTEST: �: .0 ' • Mary Ka Dec 1€20 Mary J. yser *' City Secretary a� Date Signed: Dec 16,2019 7'E'XKe� l CSC# CITY OF FORT WORTH 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. NE"Wavo Roger Gmnftm Environmental Supervisor OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX ATTACHMENT A. SCOPE OF WORK THERE IS NO GUARANTEE OF ANY WORK UNDER THIS CONTRACT, however the types of work which the Contractor will perform environmental and engineering planning services for the purpose of developing a plan and other related planning tools for enhancing and refining a Community-Based Brownfield Redevelopment Program for the City of Fort Worth_ The work required under this Contract includes but is not limited to the following tasks; this list is intended to be illustrative and not exhaustive, and similar or related services may be ordered subject to the terms of this contract and as authorized by the City. • Identifying key components necessary for the enhancement and continuation of the program into the future; • Development of key components necessary in promoting a sound and viable Brownfields program; ■ Establish instruments of business as it pertains to the Brownfields program (e.g. Brownfields agreements, Brownfields applications for the community developers, etc...) • Establish a comprehensive Brownfields listing or database within the City of Fort Worth for every potential Brownfields location; • Identify key partnerships required within the municipal government as well as in the private sector development and community stakeholders in order to promote the growth of the Brownfields program; • The development of a comprehensive program to address the issues of Environmental Justice, community involvement and partnerships, and urban smart growth principles to aid in the protection of human health and the environment within Fort Worth; • Establish measureable accomplishments or outcomes (e.g. number of jobs created, tax revenue generated, open space created, etc....) to fully gauge the success of the program; The Contractor should identify key challenges in Brownfields redevelopment, critical participants in Brownfields transactions, and important stages throughout processes such as pre-development, assessment, cleanup and development, and long-term property management within the City of Fort Worth. The Contractor is expected to furnish the City of Fort Worth with proven Brownfields strategies that will significantly promote the City's vision for the program and utilize available assets and means to fully engage Brownfields opportunities for projects using private, public-private, and public funding sources in order to promote the City's overall goal and vision for improved environmental stewardship and municipal responsibility. The Remainder of This Page is Intentionally Left Blank ATTACHMENT B. FEE SCHEDULE PERSONNEL CHARGES: EnSafe Inc. performs engineering and technical consulting services on a time and materials basis. The hourly fee for personnel is shown in the table below. The indicated hourly rates include direct employee costs such as salary, insurance, vacation, holidays, worker compensation, taxes, other employee costs, and profit and overhead. 2019 PROFESSIONALSCHEDULE Level Scientist/Engineer $85 Level 2 Scientist/Engineer $95 Project Supervisor $105 Level 3 Project Scientist/Engineer $115 Project Manager $125 Level 4 Project Manager, Senior Scientist/Engineer $145 Level 5 Senior Project Manager $165 Level b Senior Project Director $180 Level 7 Associate Principal $205 Principal $245 Level 8 Senior Principal $29q TECH FflCIAIIS PER HOUP.1 Technician $70 Senior Technician $8S ADMINISTRATIVE SUPPORT PEP. HOUR Report Specialist $53 OTHER DIRECT COSTS: The client will be invoiced for other direct costs accrued in connection with authorized work assignments at actual cost plus fifteen (15) percent. These costs shall include, but not be limited to, the following: Transportation and Living Expenses Communication Expense (Telephone, Postage, Express Delivery Services, etc.) Printing and Reproduction Expenses SUBCONTRACTORS: Subcontractors will be invoiced at cost plus fifteen (15) percent. These costs include excavation, drilling, and other specialty service companies. INVOICING: Invoices are issued monthly and payable within thirty (30) days. EnSafe Inc. invoices list total hours, billing rate, total personnel charges, travel and living expenses, and other applicable costs. Amounts outstanding after thirty (30) days from the date of the invoice will be subject to a late charge of one and one-half (1 Yz) percent per month. The Remainder of This Page is intentionally Left Blank ATTACHMENT C. SPECIAL PROVISIONS Environmental Site Assessments. Upon the City's direction by Task Order, Contractor may be asked to perform a Phase I or Phase II Environmental Site Assessment (ESA). The City agrees that the ESA is to allow for the Contractor to render a professional opinion about the likelihood of a regulated contaminant being present on, in, or beneath the site in question at the time services are rendered. City agrees that provided the ESA is performed with the standard of care as described in the Contract, no matter how thorough a Phase I or Phase 11 ESA may be, its findings are limited and Contractor cannot know or state for an absolute fact that a site is unaffected by reportable quantities of a regulated contaminant. Provided the ESA is conducted with the standard of care as described in the Contract, even if Contractor believes that no reportable quantities of a regulated contaminant are present, the City understands contaminants may be present or may migrate to the site after the study is complete. Notification of Regulated Contaminants. When Contractor knows, assumes, or suspects that hazardous materials or other regulated contaminants exist at a site or in or an a building or other structure, Contractor shall take appropriate precautions to protect the public's health, safety, and welfare and must otherwise abide by applicable statutes and regulations. Accordingly, City shall inform Contractor of any regulated contaminants known, assumed or suspected to exist at, in, on, or under the site and/or structures involved. Site Safety. Contractor's responsibilities for safety are limited solely to the onsite activities of Contractor and its employees. This responsibility shall not be inferred by any party to mean that Contractor has responsibility for site safety with regard to construction activities. Supervision of construction activities shall be the express responsibility of the construction Contractor, with sole and exclusive responsibility for safety in, on, and around the site. The Contractor's methods of work performance, superintendence of its employees, and sequencing of construction are also the sole and exclusive responsibility of the Contractor alone. The parties warrant that: (i) these responsibilities will be made clear in all agreements with contractors, (ii) all agreements with contractors shall require the contractor to indemnify, defend, and hold City and Contractor harmless from any claim or liability for injury or loss arising from Client's or Contractor's alleged failure to exercise site safety responsibility, and (iii) all agreements with contractors shall require the Contractor to make City and Contractor additional insureds under the Contractor's general liability insurance policy, which insurance protection shall constitute primary protection for City and Contractor. Subsurface Risks. City realizes that special risks are associated with identification of subsurface conditions. Even a comprehensive sampling and testing program, implemented by experienced personnel using appropriate equipment under the direction of a trained professional, may fail to detect certain conditions, because such conditions are hidden and therefore cannot be targeted during development of a subsurface exploration plan. For similar reasons, conditions that Contractor assumes to exist between sampling points may differ significantly from the actual conditions encountered. Time also plays a significant role and City recognizes that, because of natural occurrences or human interventions at or near the site, actual conditions discovered through sampling are subject to rapid change. City understands that while such risks cannot be eliminated, Contractor can use certain techniques to help reduce such risks to a level City deems tolerable. Contractor is available to explain these risks and risk reduction methods to City but, in any event, the SOW provided with each Project shall be the standard which City selects to describe its own risk preferences and other considerations. Brownfields Professional Services Contract Page 21 of 22 EnSafe Inc. Brownfelds Professional Services Contract Page 22 of 22 EnSafe Inc.