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HomeMy WebLinkAboutContract 45322 (2)CITY OF FORT WORTH, TEXAS ©[nTY $SRETA CCU IXIT aMr mno STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and MWH Americas, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: On -Call Water and Wastewater Hydraulic Modeling Task Order Contract. Article Scope of Services (1) Services Consultant hereby agrees to provide the City with professional consulting services for the purposes of On -Call Professional for Water and Wastewater Modeling. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A", Scope of Work, more specifically describing the services to be provided hereunder. (2) Task Orders City will issue in writing an Individual Task Order to Consultant, authorizing the Consultant to perform work under this Agreement. Consultant shall not perform work and/or service outside the Scope of Services of the Agreement nor without a Task Order issued by the Water Planning and Development Engineering Manager. City reserves the right to solely determine the issuance of Individual Task Orders to Consultant for work. Nothing herein shall guarantee to the Consultant any amount of work under this Agreement and compensation shall be made to the Consultant pursuant to Exhibit "B" for work directed to be performed by the City's Task Order completed by Consultant. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Exhibit "R". 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 $499500.00 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 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 11/29/2011 Page 1 of 8 RECEIVED JAN 292014 OFFICIAL RECORD CITY SECRETARY j Ft WORTh, TX 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. Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one calendar year, 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 PMOOfficial Release Date: 11/29/2011 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: Nicolas Dons, 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: 11/29/2011 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. 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: 11/29/2011 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: 11/29/2011 Page 5 of 8 Article X Minority and Women Business Enterprise (M/WBE) 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 0 ficial Release Date: 11/29/2011 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: Nicolas Dons, Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: MWH Americas, Inc. Attn Randy Bush 7557 Rambler Road, #440 Dallas, Texas 75231 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 PMOOfficial Release Date: 11/29/2011 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. tive this the • Ron-G---rn°rzales G{ rtl S.�C l;� LiSt r Assistant City Secretary APPROVED AS TO FORM AND LEGALITY 1 By: AA , Douglas* 1. slack, O'I4 rZ Assistant City Attorney M&C No.: M&C Date: City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 11 /29/2011 Page 8 of 8 CITY OF FORT WORTH By:aLLit44440 Fernando Costa Assistant City Manager APPROVAI'.,RECOMMENDED 0 z J( S. Frank Crumb, P.E. Director, Water Department (1 , - 7 MWH Americas, Inc. By: R. Christopher Young, A": 4rcet.pbfid-• Vice President OFFICIAL RECORD CITY SECRETARY FL WORTH, TX Exhibit A SCOPE OF SERVICES The CITY hereby contracts with CONSULTANT to perform professional services in connection with the PROJECT defined as follows: It is anticipated that services to be provided under this Master Agreement will be related to the maintenance, updating, and application of the Infoworks CS and CapPlan collection system models and the H2OMap water distribution model of the City of Fort Worth systems. Specific services will be on a performed on a Task Order basis, negotiated and authorized individually. A general listing of the type of services that may be provided under this Master Agreement is given below. • Research existing and proposed plans for the City utilities and facilities • Updates of network, facility and/or demand data; • Updates to land use, rainfall, contributing flow • Performance of additional distribution system field testing, including C-factor testing; • Additional calibration/veiification of the existing water distribution and/or collection system models; • Use of the water model for hydraulic, water age, or water quality analyses and documentation of results; • Use of the collection system model for hydraulic, surcharging and overflow conditions, and documentation of results* • Review and evaluation of model results as the basis for recommending water distribution system and/ or collection system improvements• • Prepare Consultant's Opinion of Probable Construction Cost • Training workshops with City of Fort Worth staff; • Presentations to City of Fort Worth staff, Council members, or public groups; • Preparation and submittal of memoranda documenting modeling activities; • Coordination/progress meetings with City staff and management of technical activities Exhibit B Task Order to an Agreement by and between the City of Fort Worth, Texas (City) and MWH Americas, Inc. (Consultant) to perform On -Call Professional Civil Engineering Services, Water and Wastewater Modeling (Project) TASK ORDER NUMBER 2013-01 (Work Description) THIS TASK ORDER is made pursuant to the terms and conditions of the Professional Services Agreement (the "Agreement") entered into by and between the City of Fort Worth, Texas (City) and MWH Americas, Inc. (Consultant). I. ARTICLE 1. Consultant will perform the on -call professional civil engineering services in accordance with the Agreement and the Scope of Services / Compensation Schedule / Budget Summary attached hereto as Attachment "A" and incorporated herein by reference for all purposes. II. ARTICLE 2. Compensation for this Task Order shall be on a type basis, not to exceed Dollar Amount Specified and 00/100 Dollars (5 0 00), and shall be paid in accordance with Article 3 of the Agreement and the Scope of Services / Compensation Schedule / Budget Summary as set forth in Exhibit ' A" of the Task Order. Consultant shall not exceed the amount specified in this Task Order without the issuance of a supplemental Task Order issued by City in writing to Consultant. III. ARTICLE 3. This Task Order shall become effective on the latest date as reflected by the signatures below and shall terminate on Day, Month, Year unless extended by a supplemental Task Order issued by City in writing to Consultant. IV. ARTICLE 4. The City Project number and the Project Account Code are the following: City CIP Number: City Project Account Code: V. ARTICLE 5. Upon execution of this Task Order, the funds available under the Agreement are revised to the following: Current Project Budget (As Revised by Approved Task Orders). Approved Work by this Task Order: Revised Project Budget VII. ARTICLE 7. The following exhibits are attached below and made a part of this Task Order: A. Attachment "A," Scope of Services / Compensation Schedule. $49,500.00 $ 0.00 $49,500.00 ✓ III. ARTICLE 8 This Task Order does not waive the parties' responsibilities and obligations provided under the Agreement. IN WITNESS WHEREOF, the parties have executed this Task Order and caused this Task O rder to be effective on the latest day as reflected by the signatures below. CITY CONSULTANT The City of Fort Worth, Texas MWH Americas, Inc. L C By: \ ( l ital. By: N ame: Wendv7Chi-Babulal, P.E. Name. R. Christopher Young Title: Water Planning & Development Engineering Manager Title: Vice President Date: Date: Attachment A Task Order Number 2013-01 Scope and Compensation Scope (To be filled out with issuance of task order) COMPENSATION A. Not to Exceed: CITY shall pay CONSULTANT under separate Task Orders, a lump sum amount not to exceed $49,500.00 as Compensation for the performance of the Services, for the aggregate of all task orders under this agreement, without amendment to the contract. For each task identified by CLIENT for this project, CONSULTANT will provide a scope of work, level of effort and Not to Exceed amount for the individual task order, per the schedule of charges below Task orders will be initiated only upon receipt of written work order approval from the City of Fort Worth, including the scope of work and agreed upon compensation for the services Specific services will be on a performed on a Task Order basis, negotiated and authorized individually. If additional MWH staff outside these categories are required, additional rate categories may be negotiated as part of the Task Order B. Schedule of Charges: Discipline Company Officer Principal/Senior Project Manager Project Manager/Technical Lead Senior Project Engineer/Hydraulic Modeler Associate Project Engineer/Hydraulic Modeler Administrative Assistant/Project Controls RATES FOR IN-HOUSE SERVICES Plotter Bond Other Color Binding $5.75 per book $2.50 per plot $5.00 per plot $5.75 per plot Printing Black and White $0.10 per single side copy $0.20 per double side copy Rate $260 $200 $175 $140 $115 $95 Color $0.50 per single side copy $1.00 per double side copy OTHER DIRECT EXPENSES Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly related to the work, including costs of laboratory analysis and tests. Other work required to be done by independent persons other than staff members are reimbursed at actual cost times a multiplier of 1.05. Attachment "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT THE CITY OF FORT WORTH STANDARD AGREEMENT IS AMMENDED AS FOLLOWS: 1. Article V(1) - Insert the following at the end of the paragraph: "The standard of care applicable to Consultant's Services will be the degree of skill and diligence normally employed by professional consultants performing the same or similar services at the time and location said Services are performed " 2. Article V(2) - Remove this paragraph in its entirety and replace with the following paragraph: `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 to the extent caused by an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor of suppher committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control" Article VII - Remove this paragraph in its entirety and replace with the following: 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, not to be unreasonably withheld. City of Fort Worth, Texas Attachment C PMO Release Date: 05.19.2010 Page 1 of 1