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HomeMy WebLinkAboutContract 43399STATE OF TEXAS COUNTIES OF TARRANT DENTON, PARKER AND WISE orni oFtRETARY CONTRACT • THIS AGREEMENT is made and executed by and between the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise counties, Texas, hereinafter called the "City", acting herein by and through Fernando Costa, its duly authorized Assistant City Manager, and Fred Reynolds and Associates, hereinafter called the "Consultant," acting herein by and through Fred Reynolds, its duly authorized Principal. WHEREAS, the City desires to hire a professional consultant knowledgeable and experienced in valuating royalty interests and options for managing those interests; and WHEREAS, the Consultant has represented that it is knowledgeable and experienced in such matters; and WHEREAS, the City staff has determined that the Consultant is the most qualified firm to represent the City in such consultation matters. NOW, THEREFORE, that for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby covenant and agree as follows: SECTION 1. ITIONS In this Agreement, the following words and phrases shall be defined as follows: Citv's Representative means the Director of the Planning and Development or his designee. Deliverable Document means a report, photograph, electronic file, or an invoice that shows the completion of one of the work tasks and/or subtasks. Electronic files shall be in Word, Excel, AutoCad, or similar software and shall be provided as requested by the City. Notice to Proceed means the letter issued by the City that authorizes Consultant to begin work. It also authorizes future invoices to be paid. Subcontract means a contract between the Consultant for this project and another person or company for any complete task defined in the scope of work. A purchase order is also considered a subcontract. 07--1 3-1 2 P03:33 IN OFFICIAL RECORD CITY SECRETARY FT. WORM, TX SECTION 2. SCOPE OF SERVICES Consultant shall provide professional services in making a determination of the value of the City's mineral interests under North ZBoaz Park as shown m Attachment A in certain and various circumstances, such as co -tenancy and/or under a lease agreement Consultant shall provide such valuation in a written document to the City Attorney's office and such document shall be considered privileged, confidential and/or attorney/client work product. The Consultant shall also provide verbal advice or presentation at the request of the City and if requested, shall attend meetings to provide such consultation SECTION 3. TIME OF PERFORMANCE This Agreement shall be effective as of the date it is fully executed. Consultant shall provide the written valuation to the City's Attorney's office in draft form as soon as is possible and in fmal form no later than Thursday, July 12, 2012. All tasks may be modified upon mutual written consent of the parties. All modifications to this Agreement must be made by written amendment. SECTION 4. COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT As compensation for the services provided by Consultant, in accordance with the terms of this Agreement, the City agrees to pay the Consultant on the basis of the hourly rates set forth in Attachment B, in an amount not -to -exceed $3,500. This amount shall constitute full and complete compensation for the Consultant' s services under this Agreement, including all expenditures made and expenses incurred by the Consultant in performing such. Consultant shall not be required to furnish services or incur expenses above the not -to -exceed amount without written authorization and additional funding from the City. The Consultant shall notify the City, in writing, when ninety percent (90%) of the total not -to -exceed amount has been invoiced Such compensation shall be paid to the Consultant in monthly installments upon submission of statements, together with supporting data indicating the progress of the work and services performed for the month immediately preceding. Invoices will be due upon receipt and payable within thirty (30) days, subject to certification by the Director, or his authorized representative, that such work has been performed and the expenses have been incurred. Such certification shall not be unreasonably withheld or delayed. Reimbursable expenses are part of the not -to -exceed amount and include, but are not necessarily limited to subcontractor expenses, travel, report production and other out-of-pocket expenses, which shall be paid based upon actual cost, supported by such documentation as the City may reasonably request. Valuation ofZBoaz Mineral Interest 2 SECTION 5. PROFESSIONAL RESPONSIBILITY AND WARRANTY Consultant shall perform services consistent with the skill and care ordinarily exercised by other professional consultants under similar circumstances at the time services are performed, subject to any limitations established by City as to degree of care, time or expense to be incurred or other limitations of this Agreement. Consultant further represents that it will perform all services under this Agreement in a safe, efficient and lawful manner using industry accepted practices, and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit perfoiniance of services under this Agreement. SECTION 6 ESTABLISHMENT AND MAIN PENANCE OF RECORDS Records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of three (3) years after receipt of final payment under this Agreement. SECTION 7. AUDITS AND INSPECTIONS Consultant agrees that the City shall, until the expiration of three (3) years after the final payment under this Agreement have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. The 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. The Consultant further agrees to include in all its subcontracts hereunder a provisions to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after the final payment and directly pertinent books, documents, papers and records of such subcontractor, involving transactions 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 article, and shall give subcontractor reasonable advance notice of intended audits. SECTION 8. INDEMNITY AND LIMITATION OF LIABILITY CONSULTANT, ITS AGENTS, EMPLOYEES AND SUBCONTRATORS SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, Valuation of ZBoaz Mineral Interest INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, IN ANY WAY TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS. NO EMPLOYEE OF CONSULTANT SHALL HAVE INDIVIDUAL LIABILITY TO THE CITY IN ALL ITS AGREEMENTS WITH CONSULTANT'S SUBCONTRACTORS, CONSULTANT SHALL INCLUDE A SIMILAR PROVISION WITHIN THE AGREEMENT. SECTION 9. COMPLIANCE WITH LAWS In providing the scope of services outlined herein, the Consultant shall comply with all applicable laws, ordinances, and codes of the Federal, State and local governments known to the Consultant, or which should have been known to Consultant in accordance with applicable professional standards of care. Consultant certifies that on the day work is to commence under this Agreement and during the duration of the Agreement, it shall have and maintain current valid and appropriate federal and state licenses and pexurits necessary for the provision of services under this Agreement. Contractor also certifies that if it uses any subcontractor in the performance of this Agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this Agreement. SECTION 10 MODIFICATION No modification of this Agreement shall be binding on Consultant or the City unless set out in writing and signed by both parties. Modifications shall be in the same format as the final specification showing the change or addition of a task, project schedule, dehverable document(s), and schedule of payments. SECTION 11 ASSIGNABILITY Neither party hereto shall assign, sublet or transfer its interest herein without 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. SECTION 12. DEFAULT If Consultant fails to begin work herein provided for within the time specified above, or to complete such work within the time specified above, within the true meaning of this Agreement, City shall have the right to take charge of and complete the work in such a manner Valuation of ZBoaz Mineral Interest as it may deem appropriate If City exceeds the costs detailed in the attached documents, City may deliver to Consultant a written itemized statement of the total excess costs, and Consultant shall reimburse City for such excess costs without delay. If, at any time during the term of this Agreement, the work of Consultant fails to meet the specifications of the Agreement Documents, City may notify Consultant of the deficiency in writing. Failure of Consultant to correct such deficiency and complete the work required under this Agreement to the satisfaction of City within ten (10) days after written notification shall constitute default, and shall result in termination of this Agreement All costs and attorneys fees incurred by City in the enforcement of any provision of this Agreement shall be paid by Consultant. The remedies provided for herein are in addition to any other remedies available to City elsewhere in this Agreement and by law. SECTION 13. TERMINATION OF CONVENIENCE OF CITY The City may terminate this Agreement for its convenience at any time by giving at least ten (10) days notice in writing to the Consultant In the event of termination pursuant to this paragraph, Consultant shall be entitled to receive payment for all work completed or in progress, and for costs reasonably incurred to close out its project services. Compensation is to include fees, expenses, and liabilities to subcontractors or other third parties for work completed or for the work done in progress of completion at the time of termination. Consultant will make reasonable attempts to cancel all such liabilities in order to mitigate the cost to the City. If this Agreement is teliuinated due to the fault of the Consultant, Section 16 hereof relative to termination shall apply. SECTION 14. SEVERABILITY If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this agreement shall remain in effect. SECTION 15. VENUE Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Agreement, venue for said action shall be in Tarrant County, Texas. SECTION 16. Valuation of ZBoaz Mineral Interest MISCELLANEOUS This Agreement and all attachments represents the entire understanding between the City and the Consultant in respect to the Project, supersedes any and all prior written or oral negotiations of agreements between the parties, and may only be modified in writing signed by both parties. SECTION 17. NOTICES All written notices to the respective parties shall be sent by registered mail and be addressed as follows: CONFIDENTIAL REPORTS City Attorney's Office Christa Reynolds, Sr. Assistant City Attorney 1000 Throckmorton Fort Worth, Texas 76102 Cluista.Revnolds@fortworthtexas. ;ov CITY OF FORT WORTH CONSULTANT Jean Petr Fred Reynolds Planning and Development Dept. Fred Reynolds and Associates 1000 Throckmorton420 Throckmorton, Suite 630 Fort Worth, Texas 76102 Fort Worth, Texas 76102 SECTION 18. CAPTIONS The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms and conditions of the Agreement. SECTION 19. CONFLICTS Consultant represents to the City that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Agreement. Valuation of ZBoaz Mineral Interest 6 EXECUTED on this, the Fred Reynolds and Associates t n') Fred Reynolds Principle 7/C on Z_ Date Witness ay of , 2012. City of Fort Worth, Texas Fernando Costa Assistant City Manager GAZ Date APPROVED AS TO FORM AND LEGALITY: Christa` . Reynolds `J ob-c��`la titi Sr. Assistant City Attorney he* fo9otiorzi � ATTEST: Mary Kayser A.,.,,.,..1..%..1....1.. il...,.....................City Secretary Date OFFICIAL RECORD CITY SECRETARY FT. WORTH? TX Valuation of ZBoa7 Mineral Interest Attachment A Description/Map of North ZBoaz Park Valuation of ZBoaz Mineral Interest Noa, • Lorth Z ILI RIDGLEA LIBRARY 2 TEE UNIT isr WEST. FREEWAY WATER TOWER 2 // lb I 1 — vIva; IIII UU North;ZBoaz,Golf,C 1 ■till 111111 1 1 r 11111111111Ulead, arin'.' L'1.'.a :.sr J1)RIvhI .u__aNI I 'Ilj1111iinul$ IVIULLIGAN:UNI i° 1 LUTHER LAKE DAM PAR 2H UNIT RIDGLEA HILLS PARK 05/03/2012 J 9 0 HumLW I1 1Il1 111 � 1 1 -TIT] [11IFFITI 1111T1TR1 1111111111 WEST [I�TIl11f111111 [MID IILLJ vE 1 Ole se- str te \c,f1,se 1' t• G�� oft i.Nzs tit :-w 0 1,250 Feet 2,500 FORT WORTH® Copyright 2011 City of Fort Worth. Unauthorized reproduction is a violation of applicable laws. This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on -the -ground survey and represents only the approximate relative location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. Attachment B Schedule of Payment Valuation ofZBoaz Mineral Interest FRED S. REYNOLDS AND ASSOCIATES RATE SCHEDULE — JANUARY 1, 2012 EVALUATION & RESERVOIR ENGINEERING AMOUNT Protect Manager $225.00 per hour Senior Consultant $225.00 per hour Petroleum Engineer $175.00 per hour Geologist $150.00 per hour Petroleum Technician $135.00 per hour Senior Analyst $135.00 per hour DRILLING & COMPLETION Wellsite Supervision $550.00 per day Extra Well per Day Negotiable Casing Scraper Equipment $150.00 per run Orifice Tester $50.00 per day Trailer on Locations At cost Food (flat rate) $35.00 per day Lodging At cost Mileage $0.55 per mile Standby 50% of above PRODUCTION/MANAGEMENT Production Equipment Design $175.00 per hour Well Log Analysis $175.00 per hour Budget & AFE Preparation $175.00 per hour Wellsite Permitting $175.00 per hour Well Planning/Drilling Prognosis $175.00 per hour Well Administrative Operations Negotiable Well Pumping Negotiable MISCELLANEOUS SERVICES Accountant $150 per hour Expert Witness Negotiable Computer Programmer $150.00 per hour Computer Technician $65.00 per hour Computer (In -House) Evaluation $10.00 per lease Computer (In -House) Second Run N/C Computer -Main Frame At cost Secretarial/Clerical $55.00 per hour Plotter $5.00 per plot In-house Reproduction $0.40 per copy y Outside Reproduction At cost Telephone & Fax Services At cost Production Data Public Services At cost Production Data In-house Services $6.50 per property rates.forms