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HomeMy WebLinkAboutContract 45499 (2)STATE OF TEXAS COUNTIES OF TARRANT DENTON AND WISE THIS AGREEMENT is made and executed by and between the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called the "City" , acting herein by and through Fernando Costa, its duly authorized Assistant City Manager, and Arcadis U.S., Inc.., hereinafter called the "Consultant," acting herein by and through Jennifer Ivey, its duly authorized Principal Consultant. WHEREAS, the City desires to perform a Wholesale Water Cost of Service and Rate Study; and WHEREAS, the City desires to hire a professional firm knowledgeable and experienced in conducting such a study; and WHEREAS, the Consultant has represented that it is knowledgeable and experienced in conducting such a study. NOW, THEREFORE, that for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby covenant and agree as follows: SECTION 1. DEFINITIONS In this Contract, the following words and phrases shall be defined as follows: City's Representative means the Director of the Water Department or his designee. Contract Documents means the Consultant's Draft Scope of Services, attached as exhibit "A", this Contract and all other attachments. Deliverable Document means a report, photograph, electronic file, or an invoice that shows the completion of one of the work tasks and/or subtasks. Electronic files shall be in Word, Excel, AutoCad, or similar software and shall be provided as requested by the City. Notice to Proceed means the letter issued by the City that authorizes Consultant to begin work. It also authorizes future invoices to be paid. The City hereby contracts with the Consultant as an independent consultant, and the Consultant hereby agrees to perform the professional services set out herein in accordance with standard utility rate -setting practices and policies. RECEIVED APR 14 2014 OFFICIAL RECORD CITY SECRETARY '•. flWORTH,TX SECTION 2. SCOPE OF SERVICES The Consultant shall perform a Wholesale Water System Cost of Service and Rate Study for fiscal year beginning October 1, 2014 in accordance with Consultant's Response to the RFP as described in Exhibit A. SECTION 3. TIME OF PERFORMANCE Services of the Consultant shall commence upon written Notice to Proceed from the City. Unless otherwise directed by the City and agreed to by the Consultant, the deliverables shall include the following as set forth by the City. 1. The Consultant will review all inputs made by Staff into the rate model. 2. The Consultant will review and confirm all calculations by the model related to establishing revenue requirements: a) operating expense; b) depreciation expense; and c) return on investment. 3. The Consultant will review and confirm all calculations by the model related to allocating costs of service: a) allocate cost of service to water service functions; and b) allocate functionalized costs to the wholesale customer class 4. The Consultant will review and confirm all calculations by the model related to calculating and recommending rates and charges: 5. May 22, 2014 1st Draft Cost of Service and Rates Report; 6. June 5, 2014 2"d Draft Cost of Service and Rates Report; and 7. July 17, 2014 Final Cost of Service and Rates Report. SECTION 4. COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT As compensation for the services required to complete this Project in accordance with the terms of this Agreement, the City agrees to pay the Consultant on the basis of the hourly rates set forth in this section an amount not -to -exceed $41,990. This amount shall constitute full and complete compensation for the Consultants services under this Agreement, including all expenditures made and expenses incurred by the Consultant in performing such services. Such compensation shall be paid to the Consultant in monthly installments upon submission of statements together with supporting data indicating the progress of the work and services performed for the month immediately preceding Invoices will be due upon receipt and payable within thirty (30) days, subject to certification by the Directoi of the Water Department or his authorized representative, that such work has been performed and the expenses have been incurred. Such certification shall not be unreasonably withheld or delayed. Reimbursable expenses are part of the Not -to -Exceed amount and include, but are not necessarily limited to subcontractors expenses, travel, report production and other out-of-pocket expenses, which shall be paid based upon actual cost, supported by such documentation as the City may reasonably request. SECTION 5. PROFESSIONAL RESPONSIBILITY AND WARRANTY Consultant shall perform services consistent with skill and care ordinarily exercised by other professional consultants under similar circumstances at the time services are performed, subject to any limitations established by City as to degree of care, time or expense to be incurred or other limitations of this Agreement. Consultant further warrants that it will perform all services under this Agreement in a safe, efficient and lawful manner using industry accepted practices, and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this Agreement. SECTION 6. ESTABLISHMENT AND MAINTENANCE OF RECORDS Records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of three (3) years after receipt of final payment under this Agreement. SECTION 7. AUDITS AND INSPECTIONS The Consultant agrees that the City shall, until the expiration of three (3) years after the final payment under this Agreement have access to and the right to examine any directly pertinent books, documents papers and records of the Consultant involving transactions relating to this Agreement. The Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. The Consultant further agrees to include in all its subcontracts hereunder a provisions to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after the final payment and directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article, and shall give subcontractor reasonable advance notice of intended audits. SECTION 8. INDEMNITY THE CONSULTANT AGREES TO DEIi'END, INDEMNIFY AND HOLD HARMLESS THE CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF ANY KIND BROUGHT AGAINST SAID PARTIES TO THE EXTENT CAUSED BY THE NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT OR CONSULTANT'S AGENTS, EMPLOYEE OR OFFICER, IN THE PERFORMANCE OF SERVICES HEREUNDER THE CONSULTANT IS NOT REQUIRED HEREUNDER TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM LIABILITY RESULTING FROM THE NEGLIGENCE OR WRONGFUL ACTS OF THE CITY OR ANY THIRD PARTY. THE INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON OF THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN THIS AGREEMENT. SECTION 9. COMPLIANCE WITH LAWS In providing the scope of services outlined herein, the Consultant shall comply with all applicable laws, ordinances, and codes of the Federal, State and local governments. Consultant certifies that on the day work is to commence under this Agreement and during the duration of the Agreement, it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this Agreement. Consultant also certifies that if it uses any subcontractor in the performance of this Agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary tot the provision of services under this Agreement. SECTION 10. NON-DISCRIMINATION During the performance of this Contract, Consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Consultant. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. Consultant also agrees that in all solicitations or advertisements for employees placed by or on behalf of this Contract, that Consultant is an equal opportunity employer. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section SECTION 11. MODIFICATION No modification of this Agreement shall be binding on Consultant or the City unless set out in writing and signed by both parties. Modifications shall be in the same format as the final specification showing the change or addition of a task, project schedule, deliverable document(s), and schedule of payments. SECTION 12. PERSONNEL The Consultant represents that it has, or will secure at its own expense all personnel required in performing all of the services required under this Agreement. Such personnel shall not be employees of or have any contractual relationships with the City. All the services required hereunder will be performed by the Consultant or under its supervision and all personnel engaged in the work shall be qualified and shall be authorized or permitted under state and local law to perform such services. The Consultant represents that the Consultant's Project Manager, Jennifer Ivey, is available to ensure completion of the scope of services pursuant to this Agreement. SECTION 13. ASSIGNABILITY Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. SECTION 14. DEFAULT Consultant shall not be deemed to be in default because of any failure to perform under this Agreement, if the failure arises from causes beyond the control and without the fault or negligence of Consultant. Such causes shall include acts of God, acts of the public enemy, acts of Government, in either its sovereign or contractual capacity fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. If Consultant fails to begin work herein provided for within the time specified above, or to complete such work within the time specified above, within the true meaning of this Agreement, City shall have the light to take charge of and complete the work in such a manner as it may deem appropriate. If City exceeds the costs detailed in the attached documents, City may deliver to Consultant a written itemized statement of the total excess costs, and Consultant shall reimburse City foi such excess costs without delay. If, at any time during the term of this Contract, the work of Consultant fails to meet the specifications of the Contract Documents, City may notify Consultant of the deficiency in writing. Failure of Consultant to correct such deficiency and complete the work required under this Agreement to the satisfaction of City within ten (10) days after written notification shall constitute default, and shall result in termination of this Agreement. All costs and attorneys fees incurred by City in the enforcement of any provision of this Agreement shall be paid by Consultant. The remedies provided for herein are in addition to any other remedies available to City elsewhere in this Agreement and by law. SECTION 15. TERMINATION The City may terminate this Agreement for its convenience at any time by giving at least ten (10) days notice in writing to the Consultant. In the event of termination pursuant to this paragraph, Consultant shall be entitled to receive payment for all work completed or in progress, and for costs reasonably incurred to close out its project services. Compensation is to include fees, expenses, and liabilities to subcontractors or other third parties. Consultant will make reasonable attempts to cancel all such liabilities in order to mitigate the cost to the City If this Agreement is terminated due to the fault of the Consultant, Section 14 shall apply. Consultant is entitled to terminate this agreement upon failure of the City to comply with any terms of this Agreement or any work authorization by giving at least ten (10) days notice in writing to the City. SECTION 16. INSURANCE Consultant shall maintain at its own expense the following insurance: 1. Commercial General Liability (CGL) $1,000,000 each occurrence $2,000,000 aggregate limit 2. Workers' Compensation Statutory limits Employer s liability $100,000 each accident/occurrence $100,000 Disease - each employee $500,000 Disease - policy limit 3. Automobile Liability $1 000,000 each accident on a combined single limit basis Split limits are acceptable if limits are at least $250,000 Bodily Injury per person / $500,000 Bodily Injury per accident / $100,000 Property Damage 4. Errors & Omissions (Professional Liability) $1,000,000 per claim and aggregate The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. The additional insured requirement does not apply to Employers Liability and the Professional Liability policies The certificate of insurance shall provide thirty days (30) notice of cancellation or non -renewal. Example: "This insurance shall not be canceled, limited in scope or coverage, cancelled or non -renewed, until after thirty (30) days prior written notice has been given to the City of Fort Worth. The certificate shall be signed by a agent authorized to bond coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City of Fort Worth. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management If the rating is below that required, written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. "Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for three (3) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. Policies shall have no exclusions by endorsements, which nullify the required lines of coverage, nor decrease the limits of said coverages unless such endorsements are approved in writing by the City In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Consultant/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. Certificates of Insurance shall be furnished to the City upon the request of the City. SECTION 17. SEVERABILITY If any portion of this Contract is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this Contract shall remain in effect. SECTION 18. VENUE Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Conti act, venue for said action shall be in Tarrant County, Texas. SECTION 19 AGREEMENT AMENDMENT This Contract and all attachments represents the entire understanding between the City and the Consultant in respect to the Project, supersedes any and all prior written or oral negotiations of agreements between the parties, and may only be modified in writing signed by both parties. SECTION 20. NOTICES All written notices to the respective parties shall be sent by registered mail and be addressed as follows: CITY OF FORT WORTH Fiank Ciumb Water Department Director City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 CONSULTANT Jennifer Ivey Principal Consultant Arcadis U.S., Inc. 777 Main Street, Suite 1250 Fort Worth, TX 76102 SECTION 21. CAPTIONS The captions of this Contract are for informational purposes only and shall not in any way affect the substantive terms and conditions of the Contiact. SECTION 22. CONFLICTS This Contract is the sole agreement between the City and the Consultant and any and all other prior agreements, whether oral or written, are merged into this Contract and of no further force or effect. EXECUTED on this, the C Arcadis U.S., Inc. Jennifer Principsultant 3)1//1+ Date day of72a4/C,e , 2014. U C fall, (Ii., J 1( 11.):.I.Ft I.) I, City of Fort Worth, Texas: n a 4. a Fernando Costa Assistant City Manager 4/54 Date Approval Recommended V/j/ >' Frank Crumb, P.E., Director Fort Worth Water Department APPROVED AS TO FORM AND LEGALITY: rista . Lopez -Reynolds Senior Assistant City Attorney ATTEST: Mary Kas City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1 Exhibit A Consultant's Response to RFP