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HomeMy WebLinkAboutContract 44342 (2)CSC Na 114'51177 PROFESSIONAL SERVICES AGREEMENT BETH RAMIREZ dba TRANSPORTATION ENGINEERING, LLC This Professional Services Agreement ("Contract") is between the City of Fort Worth, Texas, a home -rule municipality organized under the laws of the State of Texas, with its principal location at 1000 Throckmorton Street, Fort Worth, Tarrant County, Texas 76102, ("City"), and Beth Ramirez Transportation Engineering, LLC, with its principal location at Dallas, Texas ("Consultant"). ARTICLE 1. SCOPE OF SERVICES Consultant agrees to provide on -call traffic signal engineering services as more specifically described in Attachment A. In the event of any conflict between this Agreement and Attachment A, this Agreement shall control. 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 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 2. COMPENSATION Consultant 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 $50,000.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly in writing. The Consultant shall provide monthly invoices to the City in the format set forth in Exhibit "C". 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. 7,11©11rf,L R ©()F r RECEIVED APR 3 2013 ARTICLE 3. TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of six (6) months beginning upon the date last executed, or until the completion of the subject matter contemplated herein, whichever occurs first. ARTICLE 4. INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent contractor and not as an officer agent or employee of the City. Consultant shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. ARTICLE 5. INDEMNIFICATION; RELEASE OF LIABILITY CONSULTANT SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS, EMPLOYEES OR SUBCONSULTANTS OF CONSULTANT, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT CONSULTANT SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. ARTICLE 6. INSURANCE Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 2 A. Coverage and Limits Automobile Bodily Injury: $250,000.00 each occurrence, $500,000.00 aggregate Property Damage: $100,000.00 aggregate General Requirements 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy, if required, shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102 with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. 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. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. ARTICLE 7. MINORITY 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. Consultant acknowledges PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 3 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 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 8. CONFIDENTIAL INFORMATION Consultant understands and acknowledges that Consultant will be provided with information that may be confidential by law, rule, statute, ordinance or legal order. Consultant shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. Consultant agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City Disclosure of, or unauthorized use of, any confidential information by Consultant is a material breach of this Agreement If Consultant violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. Consultant agrees to indemnify and hold the City harmless for any claims or damages caused by Consultant's breach of this confidentiality provision. ARTICLE 9. PROHIBITION OF ASSIGNMENT Neither City nor Consultant shall assign, sublet or transfer their interest in this Agreement without the 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. ARTICLE 10. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Contractor related to services performed under this Agreement for audit purposes or otherwise. Consultant agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order Except in the event of an emergency, the City will provide reasonable advance notice of any intended audits and the need for the information. Consultant agrees that it will keep records relating to the services provided hereunder for as long as required by law. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 4 ARTICLE 11. FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Contract if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations or interferences; fires; strikes; lockouts, national disasters; riots material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party. ARTICLEI2. TERMINATION The City may terminate this Contract at any time for cause or convenience of the City by notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract. ARTICLE 13. CHOICE OF LAW; VENUE This Contract shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas or in the Northern District of Texas, Fort Worth Division. ARTICLE 14. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: City of Fort Worth: City of Fort Worth Attn: Doug Wiersig 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 5 Beth Ramirez Transportation Engineering LLC Attn Beth Ramirez, P E 9525 Alta Mira Drive Dallas, Texas 75218 ARTICLE 15. CONTRACT CONSTRUCTION The City and Consultant acknowledge that each party and, if it so chooses, its legal 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. ARTICLE 16. 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 17. HEADINGS The headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement ARTICLE 18. 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 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 6 EXECUTED on this, the ACCEPTED AND AGREED: CONSULTANT: • By: sce- Name: Elizabet A Ramire, Title: Manag r Date: 3/at/ao13 day of 6/tett ATTEST: By: ___ekteutitos- /12- Name° booG�� G %-RAA/vuno) Title: if(' fl a: o• o iNo• DOUGLAS GEORGE LORMAN Notary Public, State of Texas My Commission Expires October 15, 2016 PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page 7 CITY OF FORT WORTH: By: Date: l�,Z/3 ATTEST: By: Mary J. KMer) City Secretary , 2013. APPROVED TO FORM AND LEGALITY: By. Assistant City Attorney ATTACHMENT "A" Scope for Traffic Signal Engineering The scope set forth herein defines the work to be performed by the CONSULTANT in completing the project. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The CONSULTANT will provide task efforts in the following areas on an as -needed basis as directed by the city project manager The work will primarily involve signal operations of City of Fort Worth traffic signal equipment, i.e. Type 170E controllers BiTrans 233 software, and BiTrans QuicNet software The work may also involve other traffic signal control equipment in use or under investigation. As much as practical include staff in efforts set forth below for the purpose of training and staff hands-on use of development and field implementation. WORK TO BE PERFORMED Task 1. Project Management Task 2 Other Signal Operations Related Work as Assigned. TASK 1. PROJECT MANAGEMENT. CONSULTANT will manage the work outlined in this scope to ensure efficient and effective use of Consultant's and CITY's time and resources. CONSULTANT will act as the City's representative to manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues related to the Traffic PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page Al Management System and Camera Master Plan Projects and others as necessary to make progress on the work. 1.1. Communications and Reporting • Attend meetings as the CITY representative as requested. • Prepare monthly invoices and submit in the format requested by the CITY. • Prepare and submit monthly progress reports as requested by the CITY. Coordinate with other agencies and entities as necessary for the completion of the Traffic Management System and Camera Master Plan. DELIVERABLES A. Meeting summaries with action items shall be prepared as requested by CITY staff B. Monthly invoices C. Monthly progress reports TASK 2. OTHER SIGNAL OPERATIONS PROGRAM MANAGEMENT RELATED WORK AS ASSIGNED Work assigned under this task may include, but not be limited to: • Establish sound financial management practices by verifying/directing the required internal/external approvals as required for the Traffic Management System and Camera Master Plan projects. • Identify training needs for CITY staff to effectively utilize new equipment associated with this project. • Jointly develop with CITY all necessary and beneficial project modifications to improve project effectiveness. • Review and organize all CITY documents for projects to establish an audit trail. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page A2 DELIVERABLES: As appropriate to the assignment and as directed in an authorizing written work order accepted by the CONSULTANT, including: • A set of organized files that withstand the rigors of an audit. • An assessment of staff capabilities and required training needs to operate newly acquired equipment related to this project. • Other deliverables as required per additional work orders requested by the CITY. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Page A3 ATTACHMENT B COMPENSATION On Call for Project Management and Signal Operation Services Work Authorization Rate Schedule I. Compensation A. The CONSULTANT shall be compensated for personnel time, non -labor expenses, and subcontract expenses in performing services by Work Authorization up to Fifty Thousand Dollars ($50,000 00) unless amended. CITY and CONSULTANT will agree upon compensation for each Work Authorization prior to starting work. Each Work Authorization shall be Lump Sum. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Professional Engineer Rate ($/hour) $130 ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC B1 Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work, plus applicable sales, use, value added, business transfer gross receipts, or other similar taxes. Hi. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to CONSULTANT plus a markup of ten percent (10%). iv. Budgets. CONSULTANT will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. CONSULTANT is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay CONSULTANT beyond these limits If CONSULTANT projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded whether by change in scope of the project, increased costs or other conditions, the CONSULTANT shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, CONSULTANT's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The CONSULTANT shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The CONSULTANT shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the CONSULTANT, based on the actual hours and costs expended by the ENGINEER in performing the work. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the CONSULTANT. C. CONSULTANT shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC B2 III. Progress Reports A. The CONSULTANT shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City IV. Summary of Total Project Fees Firm Primary Responsibility Prime Consultant Beth Ramirez Transportation Services Engineering LLC Proposed MBE/SBE Sub -Consultants NA -Prime is MBE/SBE No subcontracting opportunities at this time Non-MBE/SBE Consultants Project Number & Name On -Call Traffic Engineering Services City MBE/SBE Goal = _% PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC B3 TOTAL Total Fee $50,000 Fee Amount 0/0 On -Call Traffic Engineering $50,000 100% $50,000 100% MBE/SBE Fee $50,000 MBE/SBE 100% Consultant Committed Goal = 100 % 1 ATTACHMENT C Invoice From: Beth Ramirez Transportation Engineering LLC Vendor Number 9525 Alta Mira Drive Dallas, Texas 75218 214-886-1180 beth-ramirez@hotmail.com To: City of Fort Worth Transportation and Public Works Department 5001 James Ave Fort Worth, Texas Personnel Time Description Category Date Professional Engineer Non Labor Direct Expenses Travel Description • Non Labor Direct Expenses Other Expense Description • Contract Status Contract Limit Total of Previous Billings) Current Bill' Contract Amount Remaining! PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering, LLC Cl Date Invoice Number: Date: Rate $ 130.00 Hours Total Sub -Total Rate Miles Total $ 0.565 Sub•Total Receipt # Date Amount Sub -Total Total Amount Due $50,000 1 Terms: Due within 30 Days of Receipt