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HomeMy WebLinkAboutContract 38759C� ry SECRETARY, CONTRACT No STATE OF TEXAS COUNTY OF TARRANT KNOW ALL PERSONS BY THESE PRESENTS: PROFESSIONAL SERVICES CONTRACT This contract is made by the City of Fort Worth, Texas, a home rule municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City", and UTTELSON & ASSOCIATES, INC., individually, hereafter called "Consultant". 1. SCOPE OF SERVICES Consultant agrees to provide the services shown in the Scope of Services reflected in Attachment A hereto and incorporated herein by this reference. 2. COMPENSATION The maximum amount to be paid to Consultant for all services rendered and all expenses incurred hereunder shall not exceed $5,000.00 based upon the Fee Schedule presented in Attachment B hereto and incorporated herein by this reference. 3. INVOICE AND PAYMENT a) Consultant shall provide the City sufficient documentation to reasonably substantiate its invoices. b) Consultant will issue monthly invoices for all work performed under this Agreement. Invoices are due and payable within 30 days of receipt. c) 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. d) 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. e) 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 damages caused the City because of such suspension of services. 4. TERM The term of this Agreement shall begin on the date it is fully executed by both parties. The term of this Agreement shall be for one year or until the completion of the subject matter contemplated herein, whichever occurs first. a) City may terminate this Agreement for any reason, at any time, with or without cause, or for the convenience of the City by ten (10) days' notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services, work, and investigative activities in connection with the performance of this Agreement and shall proceed to promptly complete all existing investigations as they are chargeable to this Agreement. If the City terminates this Agreement for convenience pursuant to this Section, the City shall pay Consultant for services actually and satisfactorily performed in accordance herewith prior to such termination, in accordance with a final statement submitted by Colsnftarif-doeumentingthe �91'YS�CREiARY performance of such work. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. b) Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all written summaries and investigative reports prepared under this Agreement. 6. INDEMNIFICATION; LIABILITY Consultant shall indemnify and hold the City and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents or employees of Consultant or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Consultant shall defend at his own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such Consultant's negligent act, error or omission. 7. INSI)IZANCE: Consultant shall provide and deliver to the City a certificate of insurance documenting policies in the following coverage at minimum limits that are to be in effect prior to commencement of work under this Agreement: Commercial General Liability Insurance $1,000,000 each occurrence $1.000,000 aggregate Automobile Liability $1,000,000 each accident A commercial business auto policy shall provide coverage on "any auto", defined as autos owned, hired and non -owned during the course of this project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Professional Liability 1,000,000 each claim 2,000,000 aggregate Professional Liability Insurance shall be written on a project specific basis. 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. a) Certificates of insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with the work. b) 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. Consultant Services Agreement [Page 2 of 7 c) Any failure on part of the City to request required insurance doatmentation shall not constitute a waiver of the insurance requirements. d) 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 Consultant's insurance policies. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckinorton, Fort Worth, Texas 76102. e) hnsurers 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. 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 to the City. g) Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the work. 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 Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions in writing. j) The City shall not be responsible for the direct payment of any insurance premiums required by this agreement. It is understood that insurance cost is an allowable component of Consultant's overhead. k) All insurance required in this section, except for the Professional Liability insurance policy, shall be written on an occurrence basis in order to be approved by the City. 1) Subconsultants to the Consultant shall be required by the Consultant to maintain the same or reasonably equivalent insurance coverage as required for the Consultant. When subconsultants maintain insurance coverage, Consultant shall provide City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subconsultant's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Consultant of the Agreement. 8. INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of his agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 9. PROIIIBITION OF ASSIGNMENT Consultant Services Agreement [Page 3 of 7 Neither party hereto shall assign, sublet or transfer their interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 10. CHOICE OF LAW; VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. 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. 11. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Consultant related to services performed under this Agreement, for audit purposes or otherwise. Consultant agrees to provide access to such information unless expressly prohibited fiom doing so by court or other governmental order. City will provide reasonable prior notice of any intended audits and the need for the information. Consultant agrees that it will keep records relating to the services provided hereunder for as long as required by law. 12. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: If to City: If to Consultant: Director, TPW KITTLESON & ASSOCIATES,INC. City of Fort Worth 610 SW Alder, Suite 700 1000 Throckmorton Street Portland, OR 97205 Fort Worth, Texas 76102 13. 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. 14. NO THHtD-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. Consultant Services Agreement (Page 4 of 7 15. 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. 16. PARAGRAPH HEADINGS The paragraph 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. EXECUTED in multiple originals on this, thc(St! 'dayof4LMO. 2009. APPROVED AS TO FORM AND LEGALITY: Amy J. Raln3��y' Assistant City Attorney Consultant Services Agreement [Page 5 of 7 City OF FORT WORTH: Fernando Costa Assistant City Manager CONSULTANT: By: M rc Butorac, P.E. Principal Engineer Date: s 3 Attachment A SCOPE OF SERVICES Roundabout Fundamentals Training IN FORT WORTH, TEXAS TASK 1.0 Planning Session: This session will address the broad considerations of roundabouts including roundabout fundamentals, safety considerations, planning level operations thresholds, and general layout considerations (size, elements, non auto users, special needs users). The session will also address some of the considerations for various project contexts and outreach and communication needs. This session will be three to four hours long including time for questions and discussion along the way. If attendees have project examples or case studies they would like to share in an educational forum, we could incorporate this into the session. TASK 2.0 Design Session: This session would include some of the basic overview of the Planning session but be geared towards engineers or technicians who may be conducting roundabout design or reviewing the work of others. In addition to the overview, this session would focus on roundabout design (size, location, approach geometry) and the design elements to consider for all users (special needs users, design vehicles). This session would address the unique attributes of multi lane design and include an overview of typical peer review processes and their content. This session will be approximately three to four hours long including time for questions and discussion along the way. If attendees have project examples or case studies they would like to share in an educational forum, we could incorporate this into the session. Attachment B Staff Level TASK Principal Expenses Labor Total Engineer (Expense and 195/Hr Labor Prepare for and 19 hours $ 11290 $ 31710 $ 51000 conduct training Consultant Services Agreement [Page 7 of 7