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Contract 43515 (2)
flfl[\FW ©jzy CITY OF FORT WORTH, TEXAS C14al'6 ,i II STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and HDR Engineering, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Village Creek Water Reclamation Facility Hydraulics, Grit Removal, and Solids Handling Improvements Conceptual Design. Article I Scope of Services (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 Village Creek Water Reclamation Facility Hydraulics, Grit Removal, and Solids Handling Improvements Conceptual Design. (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 subconsultants, 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 II 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 $48,000.00 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. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims 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. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 1 of 8 OFFICHAL RECORD CITY SECRE i WORMa' /J -21-1 2 P05:3 1 Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 3 months beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV 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 V Professional Competence and Indemnification (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. (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 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 2 of 8 Article VI Insurance (1) 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 Liability $1 000,000 each occurrence $1,000,000 aggregate Automobile Liability $1 000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements 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 Fort Worth Water Department, Attention: David R. Townsend, P E 1000 Throckmorton 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 thirty 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. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 3 of 8 f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage 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 Consultants 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. 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. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII 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 VIII Termination of Contract (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 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 4 of 8 (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. (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. Article IX Right to Audit (1) 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. (2) 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 sub -consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub - consultant 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 sub -consultant reasonable advance notice of intended audit. (3) Consultant and sub -consultants 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. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 5 of 8 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. 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 XI 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 frorn and against al! claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII 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 XIII 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. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 6 of 8 Article XIV 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. Article XV 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: City of Fort Worth Attn: Fort Worth Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: HDR Engineering, Inc Attn: Douglas Biglen, P E 600 West Sixth Street, Suite 100 Fort Worth, Texas 76102-3684 Article XVI 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 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 7 of 8 Article XVII 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. Executed and effective this the BY: CITY OF FORT WORTH Fernando Costa Assistant City Manager Date: Sigda APPROVA _RECOMMENDED: ,,,,Afze/( I A I (71 /1 / At/ V By: S Frank Crumb, P.E. Director, Water Department day of APPROVED AS TO FORM AND LEGALITY B Douglas W. Black Assistant City Attorney ATTEST: Mary J. Kays City Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 08/09/2012 Page 8 of 8 *Oh 11'ttit? fe 0 0 0 0 tz o°0 o°v r� r 2012. BY: ENGINEER HOR Engineering, nc. Dennis W Schulze, P.E. Vice President Date: SAtor M&C No.: M&C Date: Zizz pe. �oaeo° , .rtfiltozvaneors),r 4)4 OFFICIAL RECORD CITY SECRETARY FtWORTh,a ATTACHMENT A CITY OF FORT WORTH WATER DEPARTMENT VILLAGE CREEK WATER RECLAMATION FACILITY HYDRAULICS, GRIT REMOVAL, AND SOLIDS HANDLING IMPROVEMENTS CONCEPTUAL DESIGN OVERVIEW: PROJECT NARRATIVE AND SCOPE OF SERVICES HDR proposes to perform field investigations to verify hydraulics conditions at the headworks and prepare conceptual designs for grit removal and screenings handling improvements at the Village Creek Water Reclamation Facility (VCWRF). Based upon preliminary analysis of the hydraulic profile at the plant headworks, HDR believes that there is approximately 2.4' of additional hydraulic head that can be utilized to fit in advanced grit removal and washing facilities adjacent to the headworks building. The additional hydraulic capacity must be verified by actual flow and level measurements prior to proceeding with the conceptual design. Additionally, the existing screenings handling facilities and washer -compactor arrangement will be reviewed for possible improvement and the application of predictive modeling for the future peak flow management improvements will be investigated to determine if such a tool would be useful for plant optimization. Following are descriptions of the proposed improvements that will be investigated for conceptual design Task 1 Hydraulic Profile Verification Perform investigation at the head of the plant to determine the hydraulic profile and hydraulic characteristics between the plant influent junction structure to a point downstream of the screening facilities. To obtain sufficient data, we will perform a combination of flow measurements and water level elevation measurements to establish the hydraulic profile and verify our preliminary findings. We anticipate two sets of diurnal measurements will be required, peak daily flow and minimum daily flow conditions. HDR will coordinate with VCWRF management for site access to obtain the necessary measurements. Deliverables: Technical Memorandum summarizing results, complete with hydraulics calculations and hydraulic profile at the front of the plant. One workshop with agenda and meeting notes to discuss findings and solicit feedback from VCWRF staff. Estimated Fee for Task 1: $12,000 Task 2 — Grit Removal Facilities Conceptual Design A technical memorandum containing the conceptual design for grit removal improvements will be prepared. Design will be structured to allow the plant to remain in service during construction. The HDR team will utilize recent grit characterization studies from the City of Dallas to develop conceptual grit loadings for the VCWRF. A specific VCWRF grit characterization study is recommended prior to detailed design. Components of the TM will include: • Evaluate options for grit removal improvements. • Conceptual design for grit removal facilities at three different locations: o DAF Facility site o Existing detritor site o Green field site adjacent to the main screening facility. • Opinion of Probable Constiuction Costs for improvements. Deliverables: Technical Memorandum summarizing results, complete with recommendations, conceptual design drawings and estimates of probable construction costs. One workshop with agenda and meeting notes to discuss findings and solicit feedback from VCWRF staff. 1 of 3 8/16/2012 Estimated Fee for Task 2: $21,800 ATTACHMENT A Task 3 — Screenings Handling Improvements Conceptual Design A technical memorandum documenting the basis of design for screenings handling improvements. Design will allow the plant to remain in service during construction. Additional components of the TM will include: • Evaluation of flume based transport of screenings to a washer/compactor system with a retrofit of the existing shaftless screw conveyor channels. • Evaluation of washer/compactor equipment to process screenings. • Evaluation of the reconfiguration of screenings handling system to improve operations, potentially with flume based transport. • Conceptual design for screenings handling facility improvements. • Opinion of Probable Construction Costs for improvements Deliverables: Technical Memorandum summarizing results, complete with recommendations, conceptual design drawings and estimates of probable construction costs. One workshop with agenda and meeting notes to discuss findings and solicit feedback from VCWRF staff. Estimated Fee for Task 3: $8,900 Task 4 — Predicative Model Implementation Feasibility Based upon the existing tools used at VCWRF for predicting plant flows, HDR will investigate the use of a FloodWorks predictive modeling tool to anticipate the magnitude and duration of peak inflows to the VCWRF. FloodWorks is the real-time software developed by Wallingford (now Innovyze) that automatically reads in NEXRAD radar and rain gage data, estimates flows, puts those flows into InfoWorks CS models and generates forecast hydrographs at any point in the network, including the outlet (inflow to VCWRF). FloodWorks does this every 15 minutes, 24/7, without City staff involvement, and can issue alarms when user defined criteria are exceeded — alerting staff in the middle of the night if necessary to respond to an event. In addition to past rainfall, City staff could select from a library of future rainfall events based on what the forecasters are saying at the time, allowing City staff to quickly bracket the potential peak flows and make their decisions accordingly Although the FloodWorks system is automated City staff will consider the information to make proactive peak flow management decisions based on a vai iety of factors. Since the City already has InfoWorks CS models of the eight main collection systems — each of which runs relatively quickly allowing all to run within the 15 minute window - and the necessary NEXRAD data is available from the National Weather Service (NWS) West Gulf River Forecast Center in Fort Worth all of the pieces are already there. The only thing the City lacks is the software and configuration. HDR will evaluate the existing tools utilized by VCWRF staff, develop a predictive modeling plan, present if to staff and based upon VCWRF feedback whether the tool is feasible for implementation. Deliverables: Technical Memorandum summarizing proposed predictive modeling plan. Workshop to perform a presentation to demonstrate possible features of the tool, complete with recommendations and costs for implementation. Estimated Fee for Task 4: $5,300 SCHEDULE HDR will endeavor to complete the Tasks described herein with 3 months from the date of Notice to Proceed by the City of Fort Worth. 2 of 3 8/16/2012 ATTACHMENT B SUMMARY OF COMPENSATION For all professional engineering services included herein, the City of Fort Worth agrees to pay the HDR on a lump sum basis. The total amount of the contract will not be exceeded without a modification to this agreement; however, any task may be exceeded as long as the PROJECT total is not exceeded. Recommended budgets are as follows: Task Description 1 Hydraulic Profile Verification 2 Grit Removal Facilities Conceptual Design 3 Screening Handling Improvements Conceptual Design 4 Predictive Model Implementation Feasibility Total HDR Compensation: BASIS FOR COMPENSATION: Contract Amount $12,000 $21,800 $8,900 $5,300 $48,000 The City of Fort Worth will compensate HDR for the various items listed above on a lump sum basis, where the total contract amount may not be exceeded without an amendment, task budgets may be exceeded. Fees will be invoiced monthly based on the actual amount of service performed. Payment will be due within 30 days of receipt of invoice 3 of 3 8/16/2012