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HomeMy WebLinkAboutContract 53572 CITY SECRETARY CONTRACT NO.. � V'0 a CITY OF FORT WORTH, TEXAS AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("City"), and WQTS, Inc., a California Corporation , authorized to do business in Texas ("Consultant"), for a PROJECT generally described as: WATER SYSTEM CORROSION CONTROL UPDATE. 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". These services shall be performed in connection with Water System Corrosion Control Update. (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 $98,180.00 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 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 1 of 9 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 venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) To the extent permitted by Law, Consultant shall indemnify and hold harmless CITY and its respective principals, directors, officers and employees from and against claims, loss, liability, suits and damages, including reasonable attorney's fees, but only to the extent caused by or arising from Consultant's negligent acts, errors or omissions, willful misconduct, or Consultant's lawful responsibility, or anyone directly or indirectly employed by Consultant or anyone for whose acts Consultant may be liable as determined by a court of competent jurisdiction. Consultant has no obligation to pay for any of the indemnitees' defense related cost prior to a final determination of liability or to pay any amount that exceeds Consultant's finally determined percentage of liability based upon the comparative fault of Consultant. CITY may retain legal counsel at its sole discretion in the event of a claim arising out of or in connection with this Agreement or the Services performed in connection with this Agreement. Consultant shall pay its share of the City's defense related costs, as well as any Liabilities attributed to Consultant based upon the comparative fault of Consultant, once a court of competent jurisdiction makes a final determination of liability and comparative fault of Consultant. In the event that both City's and Consultant's wrongful act or lawful responsibility is the proximate cause of any liability or damages, then each party shall be liable for a portion of the damages and claim costs resulting therefrom equal to such party's comparative share of the total negligence or lawful responsibility for such damages and claim costs. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 2 of 9 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be 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 coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 3 of 9 f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article Vill Termination of Contract (1) a. City may terminate this Agreement for its convenience on 30 days' written notice to Consultant. 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. (2) If City chooses to terminate this Agreement, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article II of this City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 4 of 9 Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article X Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 5 of 9 of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XI 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 XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 6 of 9 Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Stacy Walters Water Department 200 Texas Street Fort Worth, Texas 76102 Consultant: WQTS, Inc. Attn: Issam Najm, Ph.D. 21018 Osborne Street, Suite 1 Los Angeles, California 91304 Article XVI 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 XVII 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 XIII 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 7 of 9 The following attachments and schedules are hereby made a part of this Agreement: Attachment A - Scope of Services Attachment B— Compensation Duly executed by each party'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 WQTS, Inc. aax� Dana Bur off 0 0 Issam Najm, A.D. Interim As istant City Manager President Date: ?J2 J 2,07,C) Date: February 14, 2020 APPROVAL RECOMMENDED: By: G� �d Chris Harder, P.E. Water DepartmentDirector City of Fort Worth,Texas Standard Agreement for Professional Services �p Revision Date:11.07.17 ®FFICIA1 DECOR® TX Page 8 of 9 �s. 0.!!O F T. Wor 4TH CIS SECRETARY 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. 1, Stacy Waljers FORTS ` Regu atory Environmental Administrator APPROVED AS TO FORM AND LEGALITY U 3M1d f ATTEST: �-� • '" 15 1. •�ef By: Jt Christg R. Lopez eynolds �x Sr. Assistant City Attorney j Mary J. LWer City Secretary City of Fort Worth,Texas Standard Agreement for Professional Services � ��i G RECORD Revision Date:11.07.17 ®FFAL Page 9 of 9 CITY SECRETARY Attachment A SCOPE OF WORK WATER SYSTEM CORROSION CONTROL UPDATE The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. The following are the anticipated tasks to be performed by ENGINEER and the projected costs. SCOPE OF SERVICES Task 1. Gather and Review Data ENGINEER shall conduct an analysis of water quality data for source water and treatment operations to update the water system. CITY will provide water quality data. Data should be in summary form to include raw and finished water pH, hardness, alkalinity, chloride, sulfate, temperature, lead, copper, and other necessary data for ENGINEER review. Data provided in electronic EXCEL spreadsheet format. CITY will also provide ENGINEER with maps of the distribution system, and the datafile for the CITY's existing hydraulic model of its distribution system. ENGINEER will discuss with the CITY if additional information needed to interpret data for compilation and review. Task 2. Evaluate Data ENGINEER will evaluate data for compliance with Lead and Copper Rule for compliance using current treatment operations. ENGINEER will evaluate seasonal trends for corrosive and/or scaling characteristics of CITY treated drinking water documented and compliance with the Lead and Copper Rule and proposed Lead and Copper Rule using current treatment practices. A computer model designed to assist in determining the corrosive and scaling characteristics of treated drinking water will be needed as part of the examination. Task 3. Evaluation of Alternatives ENGINEER will provide available alternatives to mitigate any water quality problems while maintaining a non-corrosive environment within the distribution system for review and evaluation. Any recommended change in treatment targets will require review for both positive and negative impacts. ENGINEER will examine alternatives and the implication on disinfection by-product and Safe Drinking Water Act(SDWA) as it relates to scaling and corrosion in the distribution system. ENGINEER will evaluate data for future compliance with proposed Lead and Copper Rule. Task 4. Presentation of Findings and Recommendation ENGINEER shall discuss findings and recommendations with CITY staff. The initial findings will be discussed during a conference call with appropriate staff representing ENGINEER and CITY. If needed, a meeting designated by CITY at determined location may be required for further discussion at no additional fee if sufficient funds are available at the close of the work or included as supplemental service. ENGINEER will provide CITY the draft report for review prior to any conference call and/or meeting. Revisions requested by CITY to the report should be received by ENGINEER in writing 10 working days after review is completed. Task 5. Final Report ENGINEER shall revise the draft report as deemed necessary and issue 5 copies of the final letter report. Task 6. Assist in Discussions with Stakeholders - Supplemental Service City may request supplemental service due to the proposed changes in the Lead and Copper Rule. If major source water and treatment processes changes are recommended, technical expertise may be requested to necessitate discussions with stakeholders and/or regulatory agencies. Attachment B COMPENSATION WATER SYSTEM CORROSION CONTROL UPDATE The table below outlines the projected cost of services outlined in the Scope of Work in Attachment A. The total cost is not to exceed $98,180. All services will be billed monthly on a time-and-material basis. 0 O N C � N E N N O Z Q W Labor Non- Task $250/hr $200/hr $140/hr Total Labor Total 1 Receive Data 2 12 26 $6,540 $0 $6,540 2 Evaluate Data 16 36 80 $22,400 $0 $22,400 3 Evaluate Alternatives 24 10 48 $14,720 $0 $14,720 4 Presentation of Findings & Draft 34 30 46 $20,940 $0 $20,940 Report 5 Final Report 10 10 18 $7,020 $1,100 $$8,120 6 Assist with Stakeholder Discussions 56 24 24 $22,160 $3,300 $25,460 Incl. 2 onsite meetings) TOTAL 142 122 242 $93,780 $4,400 $98,180