HomeMy WebLinkAboutContract 37781SON RACiE(V® � ���
CITY OF FORT WORTH, TEXAS
1.0 STANDARD AGREEMENT FOR CONSULTANTING SERVICES
This AGREEMENT is between the City of Fort Worth (the "CITY"), and Randy
Moertle and Associates, Inc. (the "CONSULTANT"), for a PROJECT generally described as:
Lake Worth Gas Drilling Lease Agreement Review.
Article I
Scope of Services
A. The Scope of Services is set forth in Attachment A.
Article II
Compensation
A. The CONSULTANT'S compensation is set forth in Attachment B.
Article III
Terms of Payment
Payments to the CONSULTANT will be made as follows:
A. Invoice and Payment
(1) The CONSUTANT shall provide the City sufficient documentation to
reasonably substantiate the invoices.
(2) The CONSULTANT will issue monthly invoices for all work performed under
this AGREEMENT. Invoices are due and payable within 30 days of receipt.
(3) Upon completion of services enumerated in Article I, the final payment of any
balance will be due within 30 days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested
will be withheld from payment, and the undisputed portion will be paid. The
CITY will exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually
resolved.
(5) If the CITY fails to make payment in full to CONSULTANT for billings
contested in good faith within 60 days of the amount due, the CONSULTANT
may, after giving 7 days' written notice to CITY, suspend services under this
AGREEMENT until paid in full, including interest. In the event of suspension
of services, the CONSULTANT shall have no liability to CITY for delays or
STANDARD CONSULTANTING AGREEMENT
Page 1
OFFICIAL RECORD
CITY SECRETARY
FT. V1�ORTH, TX
damages caused the CITY because of such suspension of services.
Article IV
Obligations of the CONSULTANT
Amendments to Article IV, if any; are included in Attachment C.
A. General
The CONSULTANT will serve as the CITY's professional consulting
representative under this Agreement, providing professional consulting
consultation and advice and furnishing customary services incidental thereto.
B. Standard of Care
The standard of care applicable to the CONSULTANT's services will be the
degree of skill and diligence normally employed in the State of Texas by
professional consultant's or consultants performing the same or similar
services at the time such services are performed.
C. CONSULTANT'S Insurance
(1) Insurance coverage and limits:
CONSULTANT shall provide to the City certificates) of insurance
documenting policies of the following coverage at minimum limits that are to be
in effect prior to commencement of work on the PROJECT:
Commercial General Liability
$1,000,000 each occurrence
$210003000 aggregate
Automobile Liability
$1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$5007000 Bodily Injury per person per occurrence
A commercial business policy shall provide coverage on "Any Auto", defined
as autos owned, hired and non -owned when said vehicle is used in the
course of the PROJECT.
Worker's Compensation
Coverage A: Statutory limits
STANDARD CONSULTANTING AGREEMENT
Page 2
Coverage B: Employer's Liability
$100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Professional Liaty
$1,000,000 each claim
$2,000,000 aggregate
Professional liability shall be written on a claims -made basis and shall
contain a retroactive date prior to the date of the contract or the first date of
services to be performed, whichever is earlier. Coverage shall be maintained
for a period of 90 days following the completion of the contract.
(2) Certificates of insurance evidencing that the CONSULTANT has obtained all
required insurance shall be delivered to the CITY prior to CONSULTANT
proceeding with the PROJECT.
(a) Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, as its interests may appear. The term CITY shall include
its employees, officers, officials, agents, and volunteers as respects the
contracted services.
(b) Certificate(s) of insurance shall document that insurance coverage
specified in this agreement are provided under applicable policies
documented thereon.
(c) Any failure on part of the CITY to request required insurance
documentation shall not constitute a waiver of the insurance requirements.
(d) A minimum of forty-five (45) 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. Notice shall be sent
to the respective Department Director (by name), City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102.
(e) Insurers for all policies must be authorized to do business in the State of
Texas and 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.
(f) Deductible limits, or self insured retentions, affecting insurance required
herein shall be acceptable to the CITY in its sole discretion; and, in lieu of
traditional insurance, any alternative coverage maintained through
insurance pools or risk retention groups must be also approved.
Dedicated financial resources or letters of credit may also be acceptable
STANDARD CONSULTANTING AGREEMENT
Page 3
to the City.
(g) Applicable policies shall each be endorsed with a waiver of subrogation in
favor of the CITY as respects the PROJECT.
(h) The City shall be entitled, upon its request and without incurring expense,
to review the CONSULTANT's insurance policies including endorsements
thereto and, at the CITY's discretion; the CONSULTANT may be required
to provide proof of insurance premium payments.
(i) The Commercial General
exclusions by endorsements
in writing.
Liability insurance policy shall
unless the CITY approves such
have no
exclusions
(j) For all lines of coverage underwritten on a claims -made basis, other than
Professional Liability, the retroactive date shall be coincident with or prior
to the date of the contractual agreement. The certificate of insurance
shall state both the retroactive date and that the coverage is claims -
made.
(k) The CITY shall not be responsible for the direct payment of any
insurance premiums required by this agreement and all insurance
required in this section, with the exception of Professional Liability, shall
be written on an occurrence basis.
D. Independent Consultant
The CONSULTANT agrees to perForm all services as an independent
consultant and not as a subcontractor, agent, or employee of the CITY.
M. Disclosure
The CONSULTANT further acknowledges that it will make disclosure in writing
of any conflicts of interest that develop subsequent to the signing of this
contract and prior to final payment under the contract.
Article V
Obligations of the City
Amendments to Article V, if any, are included in Attachment C.
A. City -Furnished Data
CONSULTANT may rely upon the accuracy, timeliness, and completeness of
the information provided by the CITY.
B. Prompt Notice
STANDARD CONSULTANTING AGREEMENT
Page 4
The CITY will give prompt written notice to the CONSULTANT whenever CITY
observes or becomes aware of any development that affects the scope or
timing of the CONSULTANT's services or of any defect in the work of the
CONSULTANT or construction contractors.
C. Contractor Claims and Third -Party Beneficiaries
(1) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the CONSULTANT and there are no third -party beneficiaries.
(2) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third -party beneficiary rights under this Agreement.
(3) Nothing contained in this section V.H. shall be construed as a waiver of any
right the CITY has to bring a claim against CONSULTANT.
D. Litigation Assistance
The Scope of Services does not include costs of the CONSULTANT for
required or requested assistance to support, prepare, document, bring,
defend, or assist in litigation undertaken or defended by the CITY. In the event
CITY requests such services of the CONSULTANT, this AGREEMENT shall
be amended or a separate agreement will be negotiated between the parties.
E. Changes
The CITY may make or approve changes within the general Scope of Services
in this AGREEMENT. If such changes affect the CONSULTANT'S cost of or
time required for performance of the services, an equitable adjustment will be
made through an amendment to this AGREEMENT with appropriate CITY
approval.
Article VI
General Legal Provisions
Amendments to Article VI, if any, are included in Attachment C.
A. Authorization to Proceed
CONSULTANT shall be authorized to proceed with this AGREEMENT upon
receipt of a written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of
STANDARD CONSULTANTING AGREEMENT
Page 5
the CONSULTANT, whether in hard copy or in electronic form, are instruments
of service for this PROJECT, whether the PROJECT is completed or not.
Reuse, change, or alteration by the CITY or by others acting through or on
behalf of the CITY of any such instruments of service without the written
permission of the CONSULTANT will be at the CITY's sole risk. The CITY
shall own the final designs, drawings, specifications and documents.
The CONSULTANT is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the
control of the CONSULTANT.
D. Termination
(1) This AGREEMENT may be terminated only by the City for convenience on
30 days' written notice. This AGREEMENT may be terminated by either the
CITY or the CONSULTANT for cause if either party fails substantially to
perform through no fault of the other and does not commence correction of
such nonperformance with 5 days of written notice and diligently complete the
correction thereafter.
(2) If this AGREEMENT is terminated for the convenience of the City, the
CONSULTANT will be paid for termination expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans, specifications
or other forms of CONSULTANT'S work product;
b.) Out-of-pocket expenses for purchasing storage containers, microfilm,
electronic data files, and other data storage supplies or services;
c.) The time requirements for the CONSULTANT'S personnel to document
the work underway at the time the CITY'S termination for convenience
so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the CONSULTANT will submit to
the CITY an itemized statement of all termination expenses. The CITY'S
approval will be obtained in writing prior to proceeding with termination
services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the CONSULTANT
for the convenience of the CITY. In the event of such suspension, delay, or
interruption, an equitable adjustment in the PROJECT Is schedule,
commitment and cost of the CONSULTANTSs personnel and subcontractors,
and CONSULTANT's compensation will be made.
STANDARD CONSULTANTING AGREEMENT
Page 6
F. Indemnification
(1) The CONSULTANT agrees to indemnify and defend the CITY from any
loss, cost, or expense claimed by third parties for property damage and
bodily injury, including death, caused solely by the negligence or willful
misconduct of the CONSULTANT, its employees, officers, and
subcontractors in connection with the PROJECT.
(2) If the negligence or willful misconduct of both the CONSULTANT and
the CITY (or a person identified above for whom each is liable) is a
cause of such damage or injury, the loss, cost, or expense shall be
shared between the CONSULTANT and the CITY in proportion to their
relative degrees of negligence or willful misconduct as determined
pursuant to T.C.P. & R. Code, section 33.011(4) (Vernon Supplement
1996).
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior
written consent of the other party.
H. Interpretation
Limitations on liability and indemnities in this AGREEMENT are business
understandings between the parties and shall apply to all the different theories
of recovery, including breach of contract or warranty, tort including negligence,
strict or statutory liability, or any other cause of action, except for willful
misconduct or gross negligence for limitations of liability and sole negligence
for indemnification. Parties mean the CITY and the CONSULTANT, and their
officers, employees, agents, and subcontractors.
I. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue
for any litigation related to this AGREEMENT shall be Tarrant County, Texas.
J. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason
to be invalid, illegal, or unenforceable in any respect, such 'invalidity, illegality,
or unenforceability will not affect any other provision, and this AGREEMENT
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein. Articles V.F., VI.B., VI.D., VI.H., VI.I., and VI.J.
shall survive termination of this AGREEMENT for any cause.
K. Observe and Comply
STANDARD CONSULTANTING AGREEMENT
Page 7
CONSULTANT shall at all times observe and comply with all federal and State
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 of the violation of any such order, law, ordinance, or
regulation, whether it be by itself or its employees.
This space intentionally left blank
STANDARD CONSULTANTING AGREEMENT
Page 8
Article VII
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. The following attachments and
schedules are hereby made a part of this AGREEMENT:
Attachment A -Scope of Services
Attachment B — Compensation
Attachment C - Amendments to Standard Agreement for Cconsulting Services
Executed this the 1�-t�+day of , 2008.
ATTEST:
Marty Hendry
City Secretary
ATTEST:
STANDARD CONSULTANTING AGREEMENT
Page 9
CITY OF FORT WORTH
Fernando Costa
Assistant City Manager
APPROVAL RECOMMENDED
/ +1190?elc/
S. Frank Crumb, Director
Water Department
CONSULTANT
By:
Randy Moertle
Randy Moertle and Associates, Inc.
dFFIC�I�iL �.-.
CITY SEMIAl it
FT WORTH, TX
ATTACHMENT A
SCOPE OF SERVICES
ATTACHMENT A
TO
LAKE WORTH GAS DRILLING LEASE AGREEMENT REVIEW
SCOPE OF SERVICES
INTRODUCTION
ARTICLE 1 -BASIC SERVICES
Randy Moertle and Associates, Inc. (RMA) shall render the following professional services
in connection with the development of the Project:
1.0 PROJECT MANAGEMENT
1.1 A plan will be developed to review the current Ft. Worth City (City) Gas
Drilling lease and Gas Drilling Ordinance and to develop Best Management
Practices (BMP) for gas exploration and production (E&P) on the Cowtown
Bowman Land (Project Area) and Lake Worth (Lake). Based on the BMP's
for this area, a map of the Project Area will be developed showing
recommended gas drilling activity sites to include access road(s), drilling pad
site(s), pipeline corridors, and any other gas E&P activities pertinent to the
Project Area.
2.0 BEST MANAGEMENT PRACTICES (BMP) STUDY
The following tasks will help identify the best management practices for gas extraction at
the Project Area.
2.1 Review City'(Z current gas drilling lease agreement and review City's current
Gas Drilling Ordinance (No. 16986-06-2006).
2.2 Conduct a literature search, to include a review of current regulations from
other entities (i.e., agencies in other states, city and county governing
bodies, etc.) in which gas E&P activities are being regulated. The purpose of
this research is to determine the minimum environmental regulations that
might apply to proposed gas development at the Project Area and to ensure
environmental protection. Develop a spreadsheet of BMP's regulations,
ordinances, and guidelines by activity and by entity.
STANDARD CONSULTANTING AGREEMENT
Page 1
2.3 Conduct up to ten (10) interviews with landowners, local government
personnel and representatives, and gas E&P operators to determine current
BMP's being utilized in their area.
2.4 Develop a Geographic Information Map (GIS) of the Project Area delineating
recommended locations for gas E&P activities.
2.5 Conduct one (1) day site visit to assess on the ground conditions of
recommended gas E&P activities.
2.6 A report titled the Based on literature search, interviews, and gas E&P
activity mapping, the Cowtown Bowman Land Gas Exploration and
Production Special Conditions will be drafted based on the literature
search, interviews, and gas E&P mapping. The report and mapping will be
designed and formatted for use as an Attachment for gas E&P for the
Cowtown Bowman Lands located within the Lake Worth Comprehensive
Capital Improvement Implementation Project — Lake Worth Zone 1 B.
ARTICLE 2 -TIME OF COMPLETION
RMA is authorized to commence work on he Project upon execution of this AGREEMENT
and agrees to complete the services by .I,, 'OeJ
END OF SECTION
STANDARD CONSULTANTING AGREEMENT
Page 2
ATTACHMENT B
COMPENSATION
ATTACHMENT B
TO
AGREEMENT FOR CONSULTANTING SERVICES
BETWEEN
THE CITY OF FORT WORTH AND RANDY MOERTLE AND ASSOCIATES, INC.
FOR
LAKE WORTH GAS DRILLING LEASE AGREEMENT REVIEW
COMPENSATION BASED ON FEE SCHEDULE
A. Basic Services: Compensation to RMA shall be according to the following fee schedule and
cost expense sheet:
Schedule of Fees and Terms
Effective January 2008
Hourly Rates
Program Director 161.98/hr
Biologist III 135.85/hr
Engineer 125.40/hr
Sr. Specialist - GIS 102.93/hr
Project Scientist 1 104.50 /hr
Specialist — GIS/MIS/CAD 72.89/hr
Scientist 73.15/hr
Research/Administrative Associate 62.70/hr
Tech Assistant 62.70/hr
GIS Technician I 52.25/hr
Administrative Assistant 52.25/hr
Reimbursable Direct Expenses
Affiliated Consultant Rate/Hour Mileage $ .585/mile
Supplies Actual Cost Lodging Actual Cost
Boat Rental (Includes Fuel) $250/Day Per Diem/Meals $59/Day
Field Equipment Usage Rate/Day Other Actual Cost
Reproduction Contracted Actual Cost
Handling Fee on Expenses 15%
Payment Terms:
Our fee for services will be according to the above fee schedule, subject to change to
accommodate reasonable cost of living adjustments and merit increases. Please note that
Consultant fees are charged a reduced handling fee of 7.5% in lieu of the standard handling fee.
Billing will be monthly on the basis of completion of work and payment will be due within 30 days of
date of invoice. In the event that payment is not made within 30 days, the account will be considered
delinquent. A delinquent account will accrue interest at 12% per annum and may be transferred to an
agent for collection. Legal fees associated with collection of delinquent accounts are to be paid by
the client.
STANDARD CONSULTANTING AGREEMENT
Page 3
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STANDARD CONSULTANTING AGREEMENT
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