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HomeMy WebLinkAboutContract 46122, CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality the "CITY"), and CDM Smith, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Peracetic Acid Pilot Study at Village Creek Water Reclamation Facility. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with the Peracetic Acid Pilot Study at Village Creek Water Reclamation Facility. (2) 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 and/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 II 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 $49,900.00 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 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 Worih, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/2812013 Page 1 of 8 Article Ili Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 120 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 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 PMO Official Release Date: 1128/2013 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 $1,0003000 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 Water Department, Attention: Madelene Rafalko, 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 Wotth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 3 of 8 e. Insurers must be authorized current A.M. Best rating of A: solvency. to do business in the State of Texas and have a VII or equivalent measure of financial strength and f. Other than worker's compensation may consider alternative coverage pools or risk retention groups. Th coverage. insurance, in lieu of traditional insurance, City or risk treatment measures through insurance e City must approve in writing any alternative 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 self4unded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. 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 VIl Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shal{ 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: 1/28l2013 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: 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. 20020-12-201 I as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant 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 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 far 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 of 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 Al uvula alloy 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 in: Madelene Rafalko, P.E. Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: CDM Smith, Inc. Attn: Amy Robinson, P.E. 100 Throckmorton Street, Suite 600 Fort Worth, Texas 76102 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 Attachment A 100 Throckmorton Street, Suite 600 Fort Worth, Texas 76102 tel: 817 332-8727 fax: 817 820-0450 October 29, 2014 Mrs. Madelene Rafalko, P.E. Fort Worth Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Subject: Village Creek Water Reclamation Facility Proposal for Peracetic Acid Pilot Study Dear Madelene; Enclosed please find CDM Smith's proposal for services to conduct a peracetic acid (PAA) pilot study at the Village Creek Water Reclamation Facility (VCWRF). The City of Fort Worth (City) is investigating the feasibility of converting the existing gas chlorine disinfection facility at VCWRF to feed PAA as an alternative disinfectant to gas chlorine. In order to determine if PAA is appropriate for use at VCWRF, a 30 day side -stream pilot will be conducted on site and data collected to determine the disinfection efficacy of PAA. Based on the results of the pilot work, a technical memorandum will be prepared summarizing the results of the pilot and performing a life -cycle cost comparison between continuing the use of gas chlorine and conversion to PAA. The following scope of work shall be performed for a lump sum fee not to exceed $49,900. Attached is the detailed fee spreadsheet. 1.1 Project Management This task includes: ■ Three CDM Smith representatives attending a kick off meeting at the plant. ■ Monthly invoice and project status reports. ■ Monthly status conference calls with meeting minutes. It is assumed for budgeting purposes that there will be one monthly meeting (held by conference call) and one meeting in person to review the results of the study and the report. Assumptions ■ The overall project will be complete within four months from notice to proceed. Deliverables ■ Electronic deliverables for meeting minutes, invoices and project status reports. LAit WATER +ENVIRONMENT +TRAN5PORTATION +ENERGY +FACILITIES Attachment A csmith Mrs. Madelene Rafallco October 29, 2014 Page 2 1.2 PAA Pilot Coordination and Data Collection jAnalysis CDM Smith will conduct the following activities for the pilot study. ■ Prepare a testing plan that documents the sampling locations, testing parameters and frequency to be used during the pilot. ■ Facilitate conference calls between the Owner and PeroxyChem regarding the integration of the pilot skid at VGWRF. ■ Attend a weekly conference call to discuss operation and results of pilot over the four week piloting period. ■ Prepare a tailored data collection spreadsheet and provide to Fort Worth for use in collecting data during the pilot. ■ Supply staff on site for sample collection and delivery to Fort Worth lab for analysis. Assumptions ■ Pilot work will be conducted over four weeks. ■ Two conference calls will be held prior to starting the pilot to facilitate integration of the pilot skid on site. ■ Weekly conference calls will be held to discuss pilot operation and modify operating parameters while on site. ■ The City will perform all sample analysis, provide sample containers and operate the chemical feed system during the pilot. Sample frequency will include: E. Coli — 6 samples daily (3 times daily influent and effluent), Monday through Friday PAA Residual — 3 samples daily (at the effluent), Monday through Friday RH —Once daily cBOD —Two samples (influent and effluent), two days per week ■ Based on communications with PeroxyChem, the PAA pilot and chemical for this 30 day trial will be provided at no cost to the City or CDM Smith. ■ WET Testing, if required by TCEQ is not included in this contract. ■ CDM Smith personnel orsub-consultant to collect samples will include one person Monday through Friday collecting samples and transporting them to the lab. One CDM Smith person will be onsite for an additional day for training local staff on sampling protocols. �A VGWRF PM Pila[Sludy Proposal leUer.docx Attachment A Mrs. Madelene }ta October 29, 2014 Page 3 Deliverables Technical Memorandum (TM) -Pilot Testing Plan (Electronic deliverables only). Meeting minutes will betaken and emailed ouC during the coordination calls. (Electronic deliverables only). • Data Collection Spreadsheet for use during the pilot. (Electronic deliverables only). 1.3 Evaluation ofAlternate Disinfectants 1.3.1 PAA Testing Analysis At the completion of testing, CDM Smith will prepare a TM summarizing the pilot testing and will analyze the results to address the efficacy of PAA as a disinfectant at the Village Creels WWTP. The evaluation will include: Identification of preliminary design dose and discussion of disinfection efficacy ]mpact of PAA on cBOD in the effluent Alternative Disinfectant Comparison Engineer will compare two disinfection alternatives: PAA and gas chlorine for use at VCWRF. This comparison will include benefits and drawbacks of each disinfectant and a life cycle evaluation of the disinfectants. To support the life -cycle evaluation, the Engineer will prepare one figure for the general scope of improvements for FAA disinfectant. Opinions of probable construction cost (OPCC) for PAA will be prepared and include a 30-percent contingency to determine the capital cost of improvements. 1.33 Alternative Disinfectant Evaluation Technical Memorandum Engineer will prepare Evaluation TM summarizing findings of PAA Testing Analysis and Alternative Disinfectant Comparison. 1,3.4 Site Visits and Meetings Three representatives from CDM Smith will attend a meeting with the City at VCWRF to present the findings of the Alternative Disinfectant Evaluation and will be timed to coincide with the Draft Evaluation TM. Assumptions The OPCC for gas chlorine will be provided by Fort Worth based on the existing Gas Chlorine Improvement project currently in design. Only two disinfectants will be included in the evaluation (Gas Chlorine and PAA) VCWRF PM Pliot Study Proposal te[ler.doa Attachment A Mrs, Madelene Rafallc0 October 29, 2014 Page 4 Deliverables ■ TM (Draft will be submitted Electronically and Final TM will include ten hard copies) ■ Final deliverables will be uploaded to the designated project folder in Buzzsaw ■ A PowerPoint presentation will be prepared for use during the meeting to discuss the disinfectant alternatives ■ Meeting minutes (Electronic deliverables only] Please let me know if you should have any questions. Very truly yours, :!::: 'e'' Douglas L. Varner, P.E. Vice President CDM Smith Inc. Attachments VCWRF PM Pib[ Sludy Proposal teRerdoa ii a 0 0 MI 0 g� g 8 o Ld� CVS vm� �; o Ci v o b C o a 2 o S o C0 Co 0 0 0 0 ti m N O — C6r N Q fn fA 69 f9 f9 {tno C ry O � n •d' V' � 'EO ¢ qyy Q f9 O 0o N a • 01000 0 $ y N 11-00 v U t ¢ to � o W « o o 3 Q) = W W C] fA N N W CDw �IOD WID v' o0 IMP C7 2 rn v W w N 0 N N L^ tg VOOO!D 410" rn tNtD� Q e9 0000000 0 DO I o d v .= lL CP o a —mow c o v y y v cm) Z F- m o' E o G! 0 �oa�d n' c> Q S b/ E an-w�¢ d E N 7 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 by duly authorized representatives of the parties hereto and effective on the date subscribed by the City Manager's Office. BY: CITY OF FORT WORTH Fernando Costa Assistant City Manager Date: 4 /•¢ APPROVAL ECOMMENDED: By: /: LL Andrew T. Cronberg, P. Interim Director, Water rtment APPROVED AS TO FORM AND LEGALITY By: as W. Black Assistant City Attorney ATTEST: IVlary' J. Ka rs City Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 8 of 8 BY: ENGINEER CDM Smith, Inc. erP.E. jlas f�Varn, President / No M&C Required M&C Date: N/A