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HomeMy WebLinkAboutContract 45570 (2)CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality the "CITY"), and CP&Y, Inc, authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: UPDATES OF ARPPS, OCAS AND RMP SUBMITTALS, 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 updating the City 's Risk Management Plan, to include an Accidental Release Prevention Program and an Offsite Consequence Analysis pursuant to all applicable state and federal laws and regulations. (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 . 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 $48,900.00 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: 05/04/2012 Page 1 of 8 Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of three (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. ON In 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: 05/04/2012 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 City of Fort Worth Water Department, Attention: Paul Bounds, 1000 Throckmorton St, 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 s %aiiIllliill City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 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. 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. 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: 05/04/2012 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: 05/04/2012 Page 5 of 8 Article X Minority and Women Business Enterprise (M/VVBE) 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 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 interpretation of this Agreement or any amendments or exhibits hereto. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 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: Water Department Paul Bounds 1000 Throckmornton St Fort Worth, Texas 76102 Consultant: CP&Y, Inc. Attn: Michael F. Graves, PE 115 West 7th Street, Ste 1500 Fort Worth, Texas 76102 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: 05/04/2012 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 theVfday of �� ��` , 2014. BY: BY: CITY OF FORT WORTH ENGINEER Fernando Costa Assistant City Manager Date: ,5WAr4 APPROV, By: Y RECOMMENDED: 07 S. Frank Crumb, PE Director, Water Department APPROVED AS TO FORM AND LEGALITY By: Do�l�tas W. Black Assistant City Attorney �ity Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 8 of 8 CP&Y, Inc. David Hays Chief Financial Officer Date: AI() Lt= M&C Date: OFFICIAL RECORD CITY SECRETARY �T. WORTS#, TX ATTACHMENT A SCOPE OF SERVICES UPDATES OF ARPPS, OCAS AND RMP SUBMITTALS The work described in the attachment generally refers to the following engineering activities for the Rolling Hills Water Treatment Plant, Eagle Mountain Water Treatment Plant, and Village Creek Water Reclamation Facility. 1. Update Accidental Release Prevention Program (ARPP) Manual for the applicable chemical facilities at each plant 2. Update offsite consequence analysis (OCA) for the applicable chemical facilities at each plant 3. Prepare updated Risk Management Program (RMP) to be submitted to EPA for the applicable chemical facilities at each plant 4. Provide a workshop to present guidance for implementation of ARPP BASIC SERVICES TASK ITEMS Project Background To comply with 40 CFR - Chapter I -Part 68, the original RMP was completed by the Engineer for RMP-covered facilities in June 1999 and updates were completed June 2004 and June 2009. In accordance with the 5-year update requirement by the regulations, the next update is required by June 2014. Tasks proposed in this contract include work required to complete the updates and resubmit the revised information to EPA. Scope of Services As part of the professional services required for completion of this project, the Engineer will perform the following tasks: Task A- I. Meetings, Data and Information Collection and Review Engineer will collect and review data and information that is related to any concerning changes at each plant since the completion of the previous ARPP manuals. Engineer will also base findings on interviews with City staff and visual inspections in case data and information is not available from the City. A kick-off meeting will be organized for the project. In the meeting, CP&Y will present project objectives, approach, and schedule as well as introduce engineers who will be involved in the project. The City will introduce the personnel who will be involved on the project. Attachment A Page 1 April 8, 2014 A maximum of two (2) progress meetings will be conducted on a monthly basis to coordinate the work between the Engineer and the City. Task A-2. Updates of Accidental Release Prevention Program Manuals 1. Engineer will update the ARPP Manual for the following facilities: aI Rolling Hills WTP b. Eagle Mountain WTP c. Village Creek WRF 2. Work performed by the Engineer associated with this task will include the following: a. Review previous ARPP manuals. b. Evaluate the effectiveness and update the contents based on the latest General Guidance on Risk Management Programs for chemical Accident Prevention (40 CFR Part 68)" by USEPA in March 2009. c. Prepare and submit a draft ARPP manual for each plant to the City for review and comment. d. Revise the ARPP manuals as necessary to incorporate City's comments and submit the final ARPP manuals to the City. Deliverable: Draft and Final ARPP Manuals for each plant. Task A-3. Update of Offsite Consequence Analyses (OCA) 1. Engineer will update the OCAS for the following facilities: A . Rolling Hills WTP b. Eagle Mountain WTP c. Village Creek WRF 2. Work performed by the Engineer associated with this task will include the following: a. Review previous OCA reports. b. Previous models for release scenarios done in Aloha or Degadis will be replaced with computations using RMP*Comp, the EPA model recommended and used as a guide by the EPA inspectors. c. Evaluate the offsite impacts for each release scenario at each facility using LandView° 6 by U.S. Census Bureau and USGS. Attachment A Page 2 April 8, 2014 d. Prepare a draft technical memorandum to present OCA findings and submit the draft technical memorandum to the City for review and comment. e. Revise the technical memorandum as necessary to incorporate City's comments and submit the final technical memorandum to the City. Deliverable: Draft and Final OCA Technical Memorandums for each plant. Task A-4. Risk Management Plan Submittal to EPA 1. Engineer will update the RMP Submittals to EPA for the following facilities: a. Rolling Hills WTP b. Eagle Mountain WTP c. Village Creek WRF 2. Work performed by the Engineer associated with this task will include the following: a. Collect necessary data and information from City personnel necessary to update the RMP Submittals. b. Update the previous RMP Submittals for each plant and submit the draft document to the City for review and comment. c. Review the submittal to incorporate City's comments and deliver the final submittal file both to the City and EPA. Deliverable: Draft and Final RMP Submittals for each plant. Task A-5. Workshop 1. Engineer will provide a workshop to present guidance for implementation of ARPP. 2. Work performed by the Engineer associated with this task will include the following: a. Review and summarize important guidance information contained in the "General Guidance on Risk Management Programs for Chemical Accident Prevention (40 CFR Part 68)" by USEPA. b. Prepare a draft and submit a draft agenda for the workshop to the City for review and comment. c. Revise the agenda as necessary to incorporate City's comments. d. Prepare a draft handout in accordance with the revised agenda and submit the draft handout to the City for review and comment. Attachment A Page 3 April 8, 2014 Project Schedule Engineer will complete the above tasks within 90 days of receiving a notice to proceed from the City. Priority will be given to completing Task A-4 prior the EPA submittal deadline in June 2014. Attachment A Page 4 April 8, 2014 ATTACHMENT B COMPENSATION I BASIC ENGINEERING SERVICES For engineering services under Attachment A, the "City" shall pay the "Engineer" an amount not to exceed $48,900 A. Payment: Partial payment shall be made monthly upon receipt of an invoice from the Engineer based on the percent complete of each task outlined in Attachment A. Basis of payment for Basic Engineering Services is shown in Exhibit B-1. B. Timeliness: Lump sum fees are based on the City providing a notice to proceed for each phase of the work within one month of the contract date. If a notice to proceed is not provided within one month of the contract date, the Engineer has the option to renegotiate the lump sum fee and hourly billing rates, however all such revised fees and rates must be agreed to in written by both parties. If such an agreement cannot be made then the City may terminate this Agreement as provided herein. Attachment B Page 5 April 8, 2014 EXHIBIT B-1 COST SUMMARY UPDATES OF ARRPS, OCAS AND RMP SUBMITTALS Tasks Engineering Costs MWBE MWBE Fee MWBE Task A-1: Kick -Off Meeting, Data and Information Collection and $5,500 Review Task A-2: Updates of Accidental Release Prevention Program $15,900 Manuals Task A-3: Update of Offsite Consequence Analyses $12,800 Task A-4: Risk Management Plan Submittal to EPA $8,800 Task A-5: Workshop $5,900 Total $48,900 0 Attachment B Page 6 April 8, 2014