HomeMy WebLinkAboutContract 43954 (2)CITY OF FORT WORTH, TEXAS
(Alf
COIXTIMACT
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality
(the "CITY"), and Miller Pipeline, LLC, authorized to do business in Texas, an independent
contractor ("Consultant"), for a PROJECT generally described as: Camp Carter 60-inch Raw
Water Main Repairs.
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 Camp Carter 60-inch Raw Water Main
Repairs.
(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 !!
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 $44,250.00 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
IN' services so ordered and receipt by City of Consultant's invoice for payment of same.
0
-� 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
o connection with the services for which payment is made, including any act or omission of
`•�'=' the City in connection with such services.
N
City of Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 1 of 2
OFFICL.
CITY SECRETARY
FtWORTK,TX
Article III
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of thirty
(30) days, 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 Water Department, Attention:
John Kasavich, 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.
City of Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 3 of 8
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 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 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 Toss 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
City of Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 4 of 8
commence correction of such nonperformance with 5 days of written notice and
diligently complete the correction thereafter
(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 Tess
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 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.
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
City o Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 6 of 8
interpretation of this Agreement or any amendments or exhibits hereto.
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: Water Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Consultant:
Miller Pipeline Corporation
Attn: Terry Bell
8850 Crawfordsville Road
Indianapolis, IN 46234
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
J
de71.1,Pna Fernando Costa
Assistant City Manager
Date: /Z/TAZ
APPROVAL RECOMMENDED:
By:
S Frank Crumb, P.E.
Director, Water Department
28 day of I\ov . , 2012.
BY:
ENGINEER
Miller Pipeline, LLC
4,7)
Kevin iller
President
Date: November 28, 2012
APPROVED AS TO FORM AND LEGALITY M&C No.: N/A
B
C%uglas W. Black
Assistant City Attorney
ATTEST:
a J. Kayser
City Secretary
City of Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 2 of 2
M&C Date:
000o a/
701C[3.44.-
OFFICIAL RECORD!
CITY SECRETARY'
FT. WORTH, TX pi
Article X(\O0
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 day of , 20 .
BY:
CITY OF FORT WORTH
Fernando Costa
Assistant City Manager
BY:
ENGINEER
Miller Pipeline Corporatio
Kevin Miller
President
Date' Date:
APPROVAL RECOMMENDED:
(7 A /
11 . . v „/
B
S Frank Crumb, P.E.
Director, Water Department
APPROVED AS TO FORM AND LEGALITY M&C No.: N/A
By:
Douglas W. Black
Assistant City Attorney
ATT F S T :
Mary J. Kayser
City Secretary
City of Fort Worth, Texas
Standard Agreement for Professional Services
PMO Official Release Date: 08/09/2012
Page 8 of 8
M&C Date:
ATTACHMENT B
COMPENSATION
Services for
60-inch Raw Water Main Inspection and Repairs at Camp Carter
Crossing West Fork Trinity River
City Project No. PE45-539120-0602501
Lump Sum Project
1. Compensation
A. The CONSULTANT shall be compensated a total lump sum fee of $44,250 as
summanzed in Exhibit B-1 — Consultant Invoice and Section IV — Summary of
Total Project Fees. The total lump sum fee shall be considered full
compensation for the services described in Attachment A, including all labor
materials, supplies, and equipment necessary to deliver the services.
B. The CONSULTANT shall be paid monthly payments as described in Section II Method of Payment.
11. Method of Payment
A. Partial payment shall be made to the CONSULTANT monthly upon City's
approval of an invoice prepared and submitted by the CONSULTANT in the
format and including content as presented in Exhibit B-1, Progress Reports as
required in item III. of this Attachment B, and Schedule as required in Attachment
D to this Agreement.
B. The estimated current physical percent complete as required on the invoice shall
be calculated from the progress schedule as required in Attachment D to this
Standard Agreement and according to the current version of the City of Fort
Worth's Schedule Guidance Document.
C. The cumulative sum of such monthly partial fee payments shall not exceed the
total current project budget including all approved Amendments.
Each invoice shall be verified as to its accuracy and compliance with the terms of
this Agreement by an officer of the CONSULTANT.
I11. Progress Reports
A. The CONSULTANT shall prepare and submit to the designated representative of
the Water Department monthly progress reports and schedules in the format
required by the City
City of Fort Worth, Texas
Attachment B
PMO Official Release Date: 5.19.2010
Page 1 of 3
B-1
ATTACHMENT B
COMPENSATION
IV. Summary of Total Project Fees
Firm Primary Responsibility
P rime Consultant
Miller Pipeline Pipeline Inspection and Repair
Corporation
P roposed M/WBE Sub -Consultants
none
N on-M/WBE Consultants
none
TOTAL
City of Fort Worth, Texas
Attachment B
PMO Official Release Date: 5.19.2010
Page 2 of 3
Fee Amount
$44,250
$ 44,250
100
100%
B-2
EXHIBIT "B-1"
ENGINEER INVOICE
(Supplement to Attachment B)
Insert required invoice format following this page, including negotiated total budget and
allocations of budgets across work types and work phases.
City of Fort Worth, Texas
Attachment B
PMO Official Release Date: 5.19.2010
Page 3 of 3
ATTACHMENT "C"
CHANGES AND AMENDMENTS TO STANDARD AGREEMENT
Services for
60-inch Raw Water Main Inspection and Repairs at Camp Carter
Crossing West Fork Trinity River
City Project No. PE45-539120-0602501
No changes to Standard Agreement
City of Fort Worth, Texas
Attachment C
PMO Release Date: 05.19.2010
Page 1 of 1
Consulting Contract Schedule Specifications
City of Fort Worth Capital Improvement Program
FORT WORTH
Attachment D - Project Schedule
The scope of this project will take 30 days to complete the inspection and repairs for the 60-
inch raw water main; therefore no detailed schedule is required.
•
City of Fort Worth, Texas
Attachment D
PMO Release Date: 02.15.2011
Page 1 of 1
Company Name
Client:
Project:
City of Fort Worth
60-INCH RAW WATER MAIN INSPECTION AND REPAIRS AT CAMP CARTER
City Prolect No.: PE45-539120-0802501
jlTltle:
Supplemental Invoice information
Sheet:
nspectlon and Construction
1 MOBILIZATION/DEMOBILIZATION
2 INSPECTION SERVICE
3 FURNISH AND INSTALL 7- 60-INCH SEALS
4 FURNISH AND INSTALL 60-INCH - 4 FT. SLEEVE,
TOTAL
GENERAL ADDITIONAL SERVICES
SUBTOTAL
MEM
Water Department Additional Services:
SUBTOTAL
ITOTAL THIS INVOICE
1
1
I
WATER
TOTAL
THIS INVOICE PREVIOUS
INVOICES
$0 $0
$0 $0
$01 So
501 30
$01 So
$01 $01
$01 so
501 $01
$01 $0
501 $0
$01 50
$01 50
$01 $01
$01 $01
CONTRACT
AMOUNT
$11,600
$3.000
524,500
$5.150
1
I
1
$44,2501
CONTRACT
AMT. THIS INVOICE
REMAINING
$11 600
$3,000
$24,500
$5.150
50
50
$o
$o
$0
So
$o
50
$o
$o
$44,250
Date:
Prepared By:
Checked By:
SEWER
TOTAL
PREVIOUS
INVOICEg_
50
SO
$0
50
so
$0
$o
$o
$o
$0
50
50
$o
$o
$o
'1
CONTRACT ( CONTRACT
AMOUNT AMT.
REMAINING
$0°
$0
SO!
$0;
$0'
$0
$o
$0
$o
$0
$o'
$0
$o
$0
$0
2 of 4
WATER
TOTAL CONTRACT
THIS INVOICE PREVIOUS AMOUNT
INVOICES
$0 $0
$0 $0
$0 50
$oi $0
50 $01,
$0 $0
$0 50
$o $0
$o $o
$ot $0
$01 $0
$D $01
THIS INVOICE
$o
$0
$01
$01
$01
SO
WI
CONTRACT
AMT.
REMAINING
50
$0
$0
$0
$0
$ol
$01
$01
$01
$ot
$01 So
THIS INVOICE
WATER
TOTAL CONTRACT
PREVIOUS AMOUNT
INVOICE%
50
SO
so
$01
$01 S01
CONTRACT
AMT. THIS INVOICE
REMAINING
$o
50
so
$o
1 So
SEWER
TOTAL CONTRACT
PREVIOUS AMOUNT
INVOICE%
$ot
$0
s0
$o
$0
so
$01
$01
so
$01
$01
$o
SEWER
CONTRACT
AMT.
REMAINING
So
$o
$o
$o
30
$o
$0
$o
$ol
$o
$0i $0
TOTAL CONTRACT
PREVIOUS AMOUNT
INVOICES
$0
$01
$01
$01
$01
$01
CONTRACT
AMT
REMAINING
$0)
$o
$o;
$0
$0.
Com pnay name
Client:
Project:
City of Fort Worth
60-INCH RAW WATER MAIN INSPECTION AND REPAIRS AT CAMP CARTER
Date:
Prepared By:
City Project No.: PE45-539120-0602501 Checked By:
Title: Water Breakdown Sheet: 3 OF 3
THIS INVOICE WORK PHASE WORK PHASE BUDGETS
CONST TASK 83 20
1 $0 $0 $0 $11,600
2 $0 $0 $0 $3,000 $0
3 $0 $0 $0 $24,500 $0
4 $0 $0 $0 $5,150 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 j $o $o $0 $0 $0
$o 1 $o 1 $o $o $o $o
$o 1 $o 1 $o $o $o $o
$o 1 $o 1 $o $o $o $o
$o 1 $o 1 $o $o $o $o
$o 1 $o 1 $o $o $o $o
$o I $o 1 $o $o $o $o
$o $o 1 $o $o $o $o I
$o $o 1 $o $o $o $o I
$o $o $o $o $o $o I
$o $o $o $o $o $o
$o $o 1 $o $o $o $o
$o $o 1 $o $o $o $0
$o $o 1 $o $o $o $o
$o $o $o $o $o $o
$o $o $o $o $o $o
$o $o $o j $o $o $o
$o $o $o $o $o $o
$o $o $o $o $o $o
$o $o $o $o
$0
$0
$0
$0
$0
$o
$o
$o
$o
$o
$o
$o
$o
$o
$0
$o
$o
$o
$o
$o
1 $o
1 $o
$o
$o
SUBTOTAL $0
TOTAL THIS INVOICE $0
$44,250 $0
TOTAL WATER BUDGET =
$0
$0
$0
$0
$0
$0
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$o
$0
$44,250