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HomeMy WebLinkAboutContract 45480 (2)OECRE,131ARY aratilinCITY OF FORT WORTH, TEXAS 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: Subsurface Utility Engineering (SUE) Article I 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 OFFICIAL RECOR[! GITY SECRETARY FT. WRCIERTIiii,v1X C�ED�1Pk -;; 2O1c 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 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. 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 contribute 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 Vil 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 less 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 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: 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 P 't4 Rc 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 Page7of8 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 Date: a44414444 Fernando Costa Assistant City Manager 4/z//4 APPROVAL RECOMMENDED' By: 54(1/4 ;(Utiv)).6/ S. Frank Crumb, P.E. Director, Water Department day of £riU20»1 BY: CONTRACTOR Badger Daylighting Corp. APPROVED AS TO FORM AND LEGALITY B Douglas W. Black Assistant City Attorney ATTEST: (irva(--- le GMary J. Kayser City Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 8 of 8 &WL1:Th)Lki Cindy Norris Contract Specialist Date: liskaid, 1 �1 M) MC No M&C Date: OFFICIAL RECORD! gI1`TY SECRETARY �� �� A1ORTH9 `u'PS ATTACHMENT A Hydrovac Rate Quotation Scope of Work 1. Provide (1) number of trucks with - 2 person crews 2. Prevailing wage or standard wage project 3. What Badger is to do: a. Scope of work to be provided i. Quality Level A- Badger Daylighting will perform the vacuum excavation and backfill the test holes CobbFendley will obtain the information and survey the utility tying into existing control. ii. Quality Level B - Designate means to record and mark the horizontal location of the existing toneable utilities using non-destructive surface geophysical techniques. A non -water based paint and/or colored pin flags, utilizing the APWA color code scheme will be used on all surface markings (tone marks) of underground utilities. The tone marks will be surveyed, tying into existing control and brought into a CADD file where a utility map will be drawing depicting the existing utilities on the project site. Utility plan sheets will also be developed and will be signed/sealed by a Registered Professional Engineer license. iii. All SUE services are performed in accordance with ASCE 38/02 (Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data). 4. Ground Conditions — Ground conditions to be considered average and free from obstructions of hard clay, rocks over 6" in diameter, or other unforeseen obstructions. 5. Work area described — Remote hose not need all locations accessible from the truck. 6. Securing of trenches — Trenches will be protected by stakes and orange fence provided by badger. 7. Water will be provided by on site fire hydrant. 8. Disposal site will be provided by Owner on Site. 9. Ten hour day to start at 8 am. Monday February 11, 2013 Page 1 of 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Senior Project manager Project engineer Utility Specialist SUE Technician (1 man) Technician 2 Survey 2 man crew Senior Survey Tech RPLS Survey Project Manager Clerical Hydrovac (2 Man crew) Badger Daylighting Corp Supervisor Backfill Crew Travel Time (Per Crew) $215.00/H R $150.00/H R $105.00/H R $95.00/HR $105.00/H R $145.00/H R $140.00/H R $170.00/H R $205.00/HR $75.00/HR $240.00/H R $125.00/H R $175.00/H R $150.00/H R Project Rates or Full Day Rates based on a 10 hour day $2400.00 per day Tandem/Tri-Drive. Per diem and additional personnel are available for a fee if needed. Monday, February 11, 2013 Page 2 of 5 1 2 3 4 5 6 7 8 9 10 11 12 13 Senior Project manager Project engineer Utility Specialist SUE Technician (2 man) Technician 2 Survey 2 man crew Senior Survey Tech RPLS Survey Project Manager Clerical Travel Time (Per Crew) Per Diem (per 2 Man Crew) Badger Daylighting Corp Supervisor $215.00/H R $150.00/H R $105.00/H R $185.00/H R $105.00/H R $145.00/H R $140.00/H R $170.00/H R $205.00/H R $75.00/H R $150.00/H R $300.00/DAY $125.00/H R Monday February 11, 2013 Page 3 of 5 BUDGITARY ESTIMATE General Notes & Conditions: 1. Travel rates apply when traveling from the Supporting Badger Operations office to the client's project site. 2. It is assumed unless otherwise told that a dump site shall be available at or near the jobsite. Travel to and from a designated dump site is considered part of the work day. 3. It is assumed that water will be available on site. Please advise if alternate arrangements will need to be made 4. Any additional third party services provided by Badger Daylighting outside of our typical hydrovac activities like a water truck shall be charged out at cost + 15%. 5. In no event shall Badger Daylighting be liable for any special, indirect, incidental, consequential (including Toss of profit), or punitive damages. 6. With any Hydrovac project, there are possible additional charges that are application and site specific. For example, items such as water trucks, specialized equipment and attachments (remote hose, etc) crew trucks, and other items may be required. Rather than provide an extensive listing of all possible considerations, this is best implemented on a project -by -project basis and evaluated at the field operations level. The information presented in this document represents the complete proposal. 7. Any cost associated with extra insurance or permitting outside of Badger Daylighting standard provided insurance will be passed on to the customer. S. Cave-ins or trench collapses will be considered out of scope. 9. Excessive ground water or shallow water table will be considered out of scope. 10. Trenching outside of limits proposed above will be charged at hourly cost. 11. This proposal is valid for 30 days from the date posted on this proposal document. 12. Terms of Payment - Net 30 days from date of invoice. 13. 0% retainage is withheld. 14. Taxes — tax will be added to quoted pricing as required by State/Province/Local governments. Monday February 11, 2013 Page 4 of 5 Client responsibility Includes: 1 Access to the Hydrovac site. Permits and permission from property owners, utilities, and government agents. 2 Surface locates, survey marks and traffic control, if needed unless agreed to in writing prior. 3 Breaking removal, and restoration of asphalt and or concrete unless agreed to in wnting prior. 4 Establish maintain and remediate accessible water source and disposal site. 5 Specific direction and locations for Hydrovac excavation. 6 Materials to secure and cover the excavation unless agreed to in writing prior. 7. If soil if found to be contaminated the client will be responsible for disposal of material. 8. Any project delays caused by others that result in downtime of Badger Hydrovac units will be billed at the hourly rates. $350.00/HR 9. Notify Badger of all billing requirements and any appropriate purchase orders, job numbers, AFE, etc. that would be necessary to release payment to Badger. This must be done prior to the first day of work. 10. Notify Badger of any of the following: Certified payrolls, OCIP requirements, Prevailing wage requirements, additional insurance requirements over what Badger already has in place. 11. Make a best efforts to coordinate a full day of work. Monday February 11, 2013 Page 5 of 5