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HomeMy WebLinkAboutContract 45479 (2)CAIN OECTZUJARY COMM]7 ITY OF FORT WORTH, TEXAS ��� i1 Gn�� uOo STANDARD AGREEMENT FOR CONTRACTOR SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and Badger Daylighting Corp., authorized to do business in Texas, an independent contractor ("Contractor'), for a PROJECT generally described as: Hydrovac Excavation for subsurface Utility locates (Test Holes) Contract 2. Article Scope of Services (1) Contractor hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Contractor or its subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Contractor shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Contractor 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 $49,600.00 unless the City and the Contractor mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Contractor 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 Contractor's invoice for payment of same. Acceptance by Contractor 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: 1/28/2013 Page 1 of 8 CYFFICIAL RECORD CITY SECRETARt7 fl WORm, Sk RECEIVED APR =3, 20114: Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of Three Hundred Sixty Five (365) 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 Contractor shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Contractor 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 Contractor, its officers, agents employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Contractor. Article V Professional Competence and Indemnification (1) Work performed by Contractor 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 Contractor 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 Contractor 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 Contractor or Contractor's agent, Contractor under contract, or another entity over which the Contractor's exercises control, and Contractor is not responsible for any pre-existing contamination to soils or spoils. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 2 of 8 Article VI Insurance (1) Contractor 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 Contractor 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, Contractor may elect to add any subcontractor 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 Contractor's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Contractor's insurance policies. b. Certificates of insurance shall be delivered to the Water Department, Attention: Roberto C. Sauceda, 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: 1/28/2013 Page 3 of 8 1• 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 Contractor's insurance i. Contractor'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 contnbute to loss recovery. In the course of the Agreement, Contractor 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. Contractor's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Contractor shall provide complete copies of all insurance policies required by these Agreement documents Article VII Transfer or Assignment City and Contractor each bind themselves, and their lawful successors and assigns to this Agreement. Contractor, 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 Contractor 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: 1/28/2013 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, Contractor shall discontinue services rendered up to the date of such termination and City shall compensate Contractor based upon calculations in Article 2 of this Agreement and Attachment "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, Contractors, or contractors, or prepared by Contractor, 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) Contractor 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 Contractor involving transactions relating to this Agreement Contractor 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 Contractor reasonable advance notice of intended audits. (2) Contractor further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting Contractor 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 -Contractor, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub - Contractor 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 Contractor and any sub -Contractor reasonable advance notice of intended audit. (3) Contractor and sub -Contractors agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Contractor 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: 1/28/2013 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. Contractor 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 Contractor 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 Contractor 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. Contractor 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: 1/28/2013 Page6of8 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: Roberto C. Sauceda, P.E., Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Contractor: Badger Daylighting Corp. Attn: Cindy Norris Contract Specialist 1300 E US Hwy 136, Suite E Piisboro� IN 46167 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: 1/28/2013 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 the5 day o BY: CITY OF FORT WORTH Fernando Costa Assistant City Manager Date: 4/,Z,//4 APPROVAL RECOMMENDED By: 4 y F S. Frank Crumb, P.E Director, Water Department tit/vNIU APPROVED AS TO FORM AND LEGALITY By: Douglas W Black Assistant City Attorney ATTEST: ir (!MryJ. Kayser City Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 8 of 8 BY: CONTRACTOR Badger Daylighting Corp. Cindy Norris Contract Specialist Date: I�utk, iVrk M&C No.: M&C Date: 10 /A �!FlFICIAL RECORD': ©liia SECRETARY'' 11 Reference: City Of Fort Worth: Test Hole Scope Submitted by: Badger Daylighting Corp. Please Respond To: Dave Gosdzinski Area Manager- Dallas Badger Daylighting (817) 7015177 — Cell DGosdzinski @ badger-corp.com JULY 10. 2013 • To provide Hydrovac Excavation and Restoration Services for Subsurface Utility Locate (Test Hole) Quality Level A. • Pricing Table 1 — SEE ATTACHEMENT B 1) Pricing Includes. Test hole, backfill crew, concrete removal crew, concrete repair crew, haul trucks, back fill material, concrete material. a) All items listed will be as requested by clients direction 2) 15 hole minimum to be laid out by client per mobilization/task order. Smaller quantities will be billed hourly at $240/hr portal to portal. 3) Test Holes a) If utility is not found under the utility mark, Badger will conduct a 12" sweep in attempt to locate the utility If the utility is not found, Badger will continue excavating at clients direction a new test hole in order to visually venfy the utility. Special note on duct banks. Some duct banks due to width may require two potholes to locate the edges if the width of the duct bank is required. b) Ground conditions are considered to be average free of rock 6 ' in diameter or larger. Larger obstructions greater than 6" in diameter will be considered out of scope. c) Badger will make every effort to work with the facility owner to correctly mark the facility Any hole with no utility found is still considered a hole. 4) Delays outside of Badger's control are considered out of scope. Any unusual ground conditions would also be considered out of scope which could include: brick, rail lines, manholes, large rocks or any other unknown obstructions, roads under roads, high water tables, sloughing sand, etc Any cars parked on the side of the road that may interfere with potholing operations are out of Badgers control and will be considered out of scope. 5) Inclement weather: For safety, weather is a factor and has to be favorable to work. Badger is not responsible for weather delays or added expense. 6) All crews expect to work unimpeded without client delay. 7) Payment is expected no later than 30 days from receipt of invoice with zero percent (0%) retainage withheld. 8) Pricing is valid for thirty (30) days. ATTACHMENT B Date: 7/10/2013 DAYLIGF TING CORP'' Thank you for considering Badger Daylighting to provide the hydro excavation for your project. We will be pleased to assist you on these projects at the rates noted below. 1. HOURLY EXCAVATION (Four Hour Minimum) 2. OVERTIME RATE (Weekends & work exceeding 8 hours per day) 3. PER DIEM (required if work requires overnight accommodations) 4. MOBILIZATION (exclude if project lies within 50 miles of Badger office) 5. CHASE TRUCK (if applicable and/or required) 6. BACKFILL MATERIAL (Includes standard fill dirt) 7. ORANGE FENCE (50141 roll) 8. T-POST 9. CONCRETE REMOVAL CREW (labor, equipment, includes repair labor as well) 10. BACKFILL CREW (labor, equipment) 11. HAUL TRUCKS (Four hour minimum) 12. DUMP CHARGES Of needed) 13. WATER CHARGES (If needed) 14. CONCRETE MATERIAL (Standard 5000 psi, Four yard minimum) PER TRUCK PER TRUCK PER OPERATOR PER HOUR PER HOUR PER 10CY PER ROLL PER EACH PER HOUR PER HOUR PER HOUR PER LOAD PER LOAD PER CY $240.00 $245.00 $150.00 $150.00 $30.00 $290.00 $23.00 $7.00 $230.00 $150.00 $120.00 $30.00 $15.00 $135.00 15. FUEL UPCHARGE (for every $0.50 above $4.00 per Gallon) 16. REMOTE HOSE (if required) 17. SEWER JETTING TRAILER 18. 3/4 TON PICKUP (used with jetting trailer only) PER HOUR PER FOOT PER DAY PER DAY Notes: 1. Rates include all hoses and necessary equipment for Hydrovac Excavation 2. Customer is responsible for a water source and dump site for spoil. 3. Rates valid for 30 Days Questions & Comments will be addressed by: Dave Gosdzinski Dallas Area Manager 817-701-5177 Phone dgosdzinski@badger-corp.com Email $5.00 $3.00 $325.00 $100.00