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HomeMy WebLinkAboutContract 39855 (3)STATE OF TEXAS § § KNOWN ALL BY THESE PRESENTS. COUNTY OF TARRANT § THIS AGREEMENT, entered into the 15� day of AC� 2010 by and between the City of Fort Worth, a home -rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, Texas, acting herein by and through its duly authorized Assistant City Manager, hereinafter called the "City", and Slater Engineering, Inc., an independent contractor "Consultant". City and Consultant may be referred to herein individually as a Parry, 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 SERVICES Section 1. Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with HALLMARK DRAINAGE MASTER PLAN FROM 135W TO RAIL ROAD AND FROM SYCAMORE SCHOOL ROAD TO ALTA MESA BLVD. STORM WATER STUDY NO. SWS=006 Section 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 sub consultants, 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 2 COMPENSATION Consultant 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". However the total fee paid by the City shall not exceed a total of $155,420.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. 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. OFFIClA!_ RECORD CITY SECRETARY FT. WAR MI TX Acceptance by Consultant of said payment shall operate as and shall release the City from all clauns 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 3 TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of two years, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. ARTICLE 4 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 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 respondent 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 5 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 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. Section 2. In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. Professional Services Consultant Agreement Rev 10.6.09 ARTICLE 6 INSURANCE Section 1. Page 2 of ] 0 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 Liaty $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably Worker's Compensation Coverage A: statutory limits CoverageBe $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Section 2. Additional Insurance Requirements equi 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 delivered to the office of Storm Water Management, Transportation and Public Works Department, City of Fort Worth, Attention: Mr. Steven, E. Eubanks, P.E., C.F.M., 1000 Throelmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thu-ty 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. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alter�rative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. Professional Services Consultant Agreement Rev 10.6.09 Page 3 of 10 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. 1. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE 7 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 8 TERMINATION OF CONTRACT Section 1. City may terminate this Agreement for its convenience on 30 days' written notice. 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 does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter Section 2. If City chooses to terminate this Agreement under Article 8, 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 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. Section 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. Professional services Consultant Agreement Rev 10.6.09 Page 4 of 10 ARTICLE 9 RIGHT TO AUDIT (a) 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. (b) 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 subconsultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subconsultant 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 subconsultant reasonable advance notice of intended audit. (c) Consultant and subconsultants 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 10 MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. 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 11 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 of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Professional services Consultant Agreement Rev 10.6.09 Page 5 of ] 0 ARTICLE 12 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 13 CONTRACT CONSTRUCTION The Parties acknowledge that each parry and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal title 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 14 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 jtuisdiction 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 15 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: ATTENTION: Mr. Steven, E. Eubanks, P.E., C.F.M., Office of Storm Water Management, Department of Transportation and Public Works, City of Fort Worth, Texas 1000 Throckmorton Street, Fort Worth, TX 76102, CONSULTANT: Slater Engineering, Inc. Mr. James Steven Slater, P.E., R.P.L.S. President 5410 Southwest Blvd., Suite 212 Professional Services Consultant Agreement Rev 10.6.09 Page 6 of 10 Fort Worth, Texas 70109 ARTICLE 16 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 li 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. Professional Services Consultant Agreement Rev 10.6.09 (Remainder of Page Intentionally Left Blank) Page 7 of 10 IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: Fernando Costa Assistant City Manager RECOMMENDED: William A. erkest, P ., Director Department of Transportation and Public Work APPROVED AS TO FORM AND LEGALITY: Assistant ty Attorney Marty Hendrix � '� no City Secretary $� �� 3� Date C ay�0so Contract Authorizatiou C L Date Professional Services Consultant Agreement Rev 10.6.09 SLATER ENGINEERING, INC. ater, P.E.✓, R.P.L.S. OFFlClAL. RECORD CIiY SF_�:RE7�,RY F7", IJf'flRTHy rx ATTACHMENT "A" SCOPE OF SERVICES HALLMARK DRAINAGE MASTER PLAN STORM WATER STUDY NO, SWS-006 ENGINEER shall perform preliminary investigations, analysis, design, and engineering and prepare a Draittnge Master Plait to identify as many flood prone sites as practical and determine a recommended solution for each. The scope is limited to the area bounded by Sycamore School Road on the south, Union Pacific Rail Road to the west, and Alta Mesa Blvd to the north and Interstate 35-W on the west. Specifically excluded is the portion of Sycamore Creek within the above limits. A. PRELIMINARY INVESTIGATIONS Existing information, including topographic and contour maps and existing street and storm drain plans will be reviewed and analyzed to assist in the identification of probable flooding sites. Drainage Area map will be developed based upon existing information and revised according to determinants gathered in the field. Drainage sheds will be constructed fi•om City provided contour maps. Drainage shed areas will be calculated and runoff coefficients determined for the 2006 City Drainage Policy. Time of concentrations will be determined using the City's 2006 policy as amended. Using spreadsheets made available by the City inlet capacity calculations and preliminary storm drain will be designed. B. SURVEY AND PRELIMINARY ENGINEERING Topographic and Cross section surveys shall be performed at suspect locations and critical points to determine flow characteristics, street capacity and existence and extent of any flooding that can be expected. Surveys will be taken at low points and suspect areas and a short distance upstream or down -stream. Of special interest will be low-lying areas and points of converging drainage sheds. The surveys and cross -sections will be plotted and calculations will be performed in Flow -Master to ascertain street capacity and flooding potential. C. FINAL ENGINEERING 1) Prepare aerial maps, add existing storm drain facilities 2) Calculate street and inlet capacities and H.G.L. for relief system and, if necessary, existing system. 3) Revise aerial maps; add proposed storm drains 4) Calculate engineers estimate of probable cost. 5) Revise, label, detail exhibits and drainage area maps. 6) Prepare report 7) Prepare final document for submittal to City 8) Identify easement and license requirements (Rail Road, Texas Department of Transportation, etc.). 9) Submit five sets of a Preliminary Drainage Master Plan to the City for review and input. 10) Incorporate appropriate revisions or amendments into the final Master Plan. 11) Submit eight sets of the final Drainage Master Plan to the City. Professional Services Consultant Agreement Rev 10.6.09 Page 9 of r0 ATTACHMENT "B" FEE SCHEDULE HALLMARK DRAINAGE MASTER PLAN STORM WATER STUDY NO. SWS-006 SUMMARY OF TOTAL PROJECT FEES Consulting Firm Prime Responsibilit�r Amount Percent PRIME ENGINEER: SLATER ENGINEEERING INC. Responsibility: Manage, Analyze, Design and Report 120,620 77.60% SUB ENGINEER (SURVEYOR): Responsibility: Perform Topographic Surveys and Cross Sections, Prepare Survey Maps From Field Data and Records. $34,800 22.40% Total For Professional Services: $155,420 100.00% PROJECT DESCRIPTION SCOPE OF SERVICES TOTAL FEE MWBE FEE PERCENT Drainage Master Plan (see below) % $155,420 $34,800 22.4 SUB ENGINEER (SURVEYOR) shall participate in performing portions of the following Tasks as outlined in Attachment "A": Provide topographic and cross-section surveys, survey map as necessary for calculation of hydraulic capacity of streets and drainage ways. Non-MWBE Participation None Professional Services Consultant Agreement Rev 10.6.09 0% Page 10 of 10