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HomeMy WebLinkAboutContract 41339PROFESSIONAL SERVICES AGRI+[1ENT GE TY S► ,CRa „RV CONTRACT N� This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and URS Corporation ("Consultant") a Texas corporation and acting by and through Gene L Faulkner, its duly authorized representative. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing On Call Planning Services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A" describing the Scope of Work. 2D TE This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and terminate April 24th, 2014 unless terminated early in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $24,000 in accordance with the provisions of this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement Unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall be been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered as of the effective date of termination and Consultant shall continue to provide the City with services requested 1 by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books documents, papers and records of the consultant involving transactions relating to this Contract. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related 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 paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant its officers, agents, employees, servants, contractors and subcontractors Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant 2 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1 000,000 Each accident on a combined single limit basis or $250 000 Property damage $500 000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non - owned 3 (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art 8308 — 1.01 et seq. Tex. Rev. Civ Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. 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 Risk Manager City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 4 12. MINORITY AND WOMAN BUSINESS ENTERPRISE (MWWBE) 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 there will not be an MWBE Goal established for this Agreement. 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. 13. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns subcontractors or successors in interest Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 14. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile. (817) 392-8654 15. SOLICITATION OF EMPLOYEES. To CONSULTANT: URS Corporation 1300 Summit Avenue Suite 600 Fort Worth, TX 76102 Facsimile (817) 882-9462 Neither the City nor Consultant shall, during the term of this agreement and additionally a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 16. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 5 17. NO WAIVER The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. CONSTRUCTION. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis 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. 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement but shall not be held liable for any delay or o mission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including but not limited to, compliance with any government law, ordinance or regulation, acts of God acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 21. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall n ot be deemed a part of this Agreement. 22. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement o r exhibits hereto 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 6 iN WITNESS HEREOF, the parties hereto have executed this Agreement in multiples this )D'dayof...,2OO. CITY OF FORT WORTH: By: is---;11:106.44.4 Assistant City Manager RECOMMENDED: ziea-e Kent Penney, AAE Aviation Department Director APPROVED AS TO FORM AND LEGALITY: Ofrw, Charlene Sanders Assistant City Attorney ATTEST: Marty Hendrix City Secretary Date \\ \\VIA) \,\ AUTHORIZATION: Approved • OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONSULTANT: U S Corporation Dev Rastogi Vice President, Regional Manager n4000 001 n 44 4c/cLct } � RELQ JK RED ®04©vdicy =.1 EXHIBIT A STATEMENT OF WORK The consultant may be required to provide a wide range of planning services in support of the City of Fort Worth's Aviation Department. Services requested are expected to include, but are not limited to: • Airport Master Planning Services • Environmental Planning Services • Signage Planning Services • Land Planning Services (redevelopment studies) • Tennant Reconfiguration Studies • Roadway Studies 8 ATTACHMENT "B" I. Compensation COMPENSATION AND SCHEDULE Design Services for On CaII Planning Services City Project No. AVD-2010-000012 A. The ENGINEER shall be compensated on an hourly basis where the total fee shall not exceed $24 000 as summarized in Exhibit B-2" Payment of the hourly fee shall be considered full compensation for the services described in Attachment A, for all labor materials, supplies, and equipment necessary to complete the project. B. The ENGINEER shall be paid monthly payments as described in Exhibit "B-1" Section 1 Method of Payment. Each invoice is to be verified as to its accuracy and compliance with the terms of this contract by an officer of the ENGINEER Rev 4-6-10 B-1 EXHIBIT "B-1" METHOD OF PAYMENT (Supplement to Attachment B) Design Services for On Call Planning Services City Project No. AVD-2010-000012 Method of Payment Services shall be payable monthly in proportion to the number of hours spent per the approved rate schedule, as evidenced by monthly statements submitted by the Engineer. II. Progress Reports A. The ENGINEER shall submit to the designated representative of the Director of the Department of Aviation monthly progress reports covering all phases of design in the format required by the City. Rev 4-6-10 B-2 CITY OF FORT WORTH - ON CALL PLANNING LEVEL OF EFFORT Lisa P. Mike McC Robin Ryan Jamie TASK DESCRIPTION Project Principal Project Manager Airport Planner Airport Planner Contract Administrator Total URS Salary Cost DBE Subcontractor Cost Out -of -Pocket Expenses Total Cost Rate/ Hr: $243 Rate/ Hr: $142 Rate/ Hr: $78 Rate/ ' Hr: $84 Rate/ Hr: $104 Hrs Cost Hrs Cost Firs Cost Hrs Cost Hrs Cost Hrs Cost 1 2.1S Site Planning Subconsultant TOTAL 22 i 221' $5,343 $5,343 24 24 $3,409 $3,409 48 48 $3,747 $3,747 94 94 $7,866 $7,866 10 10 $669 $669 198 $21,034 L 198 $21,034 $2,400 $2,400 $566 $566 $21,600 $2,400 $24,000 $2,400 10.0%