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HomeMy WebLinkAboutContract 44817 (2)��� j' , '1� /< - " _ " " - • � � _ _ ' STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and CP&Y Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Safety Assessment for Chemical Handling Procedures and Ozone Emergency Response. 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 Safety Assessment for Chemical Handling Procedures and Ozone Emergency Response. (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 $20,800.00 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 Worth, Texas Standard Agreement for Professlonal Services PMO Official Release Date: 1/28/2013 Page 1 of 10 RECEIVE[l S�P 19 2�i� �i � i i�? ,�; ,' � ' ,i , i. 1� - :�' ; �- Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one year, beginning upon the date of its execution, or untii 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 o�cer, 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 shali be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superiar shall not apply as between City and Consuitant, 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 federai 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 �tay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consuttant's exercises control. C(ty of Fo�t Worth, Texas Standard Agreement for Professlonal Servlces PMO Offic(al Release Date: 1l28/2013 Page 2 of 10 Insurance Article VI (1) Consultant shal( 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 Consu(tani 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 $1,000,000 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 Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additiona! insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Fort Worth Water Department. Attention: Paul Bounds, 1000 Throckmo�ton St., 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. e. Insurers must be authorized current A.M. Best rating of A: solvency. City of Fort Worth, Texas Standard Agreement for Professlonal Servlces PMO Officlal Release Date: 1128/2013 Page3of10 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 insurance, in lieu of traditional insurance, City may consider altemative 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 Consultant's insurance. i. Consultant'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. 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 VII Transfer or Assignment City and Consultant each bind themselves, and their IawFul successors and assigns, to this Agreement. Consultant, 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 Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter City of Fort Worth, Teuas Standard Agreament for Professional Services PMO Offlcial Release Date: 1/28/2013 Page 4 of 70 (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 Consuitant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) AII 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 Agreemen#, 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 subcont�act, 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 pe►formed. City of Fort Worth, Texas Standard Agreement for Professional Servfces PMO Official Release Date: 1/28/2013 Page 5 of 10 � 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. 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 sha{I 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 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 interpretation of this Agreement or any amendments or exhibits hereto. City of Fort Wo�th. Texas Standard Agreement for Professtonal Servlces PMO Offtc(al Release Date: 1/28/2013 Page 6 of 10 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 rernainder 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 shali be su�cient 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: Fort Wirth Water Department 1000 Throckmorton St. Fort Worth, Texas 76102 Consultant: CP&Y, Inc. Attn: Michael F. Graves, PE 115 West 7�' Street Fort Worth, TX 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 Professanel Serv�es PMO Oificlal Retease Date: 1/28/2013 Page 7 of 10 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 5 day of September, 2013. BY: CITY OF FORT WORTH Femando Costa Assistant City Manager Date: 9 f % /3 APPROVAL RECOMMENDED: ' �h ��� C v �l By. �/ S. Frank Crumb Director, Water Department APPROVED AS TO FORM AND LEGALITY By: �6ugTas W. Black Assistant City Attorney BY: ENGINEER CP&Y, Inc. Michael F. Graves, PE Vice President Date: ` No.. � � ATTEST: �,�,e Mary J. Kays� City Secretary City of Fort Worth, Texas Standard Apreement for Professlonal Services PMO Offic(al Release Date: 1/28/2013 Page8of10 �o� "„„ � � U4 p,� V ��� �� S ,7•, �bCriC1U � �o � � �w'i � � �� � : 7r - �. ": 1 P�. � - 4 � C, `. F t". � Attachment A Exhibit A Fort Worth Water Department City of Fort Worth, Texas Scope of Work for Engineering 5ervices Safety Assessment for Chemical Handling Procedures and Ozone Emergency Response August 7, 2013 I. General The general scope of the overall service is to assist the Fort Worth Water Department in assessing, evaluating and training proper handling procedures for both Liquid Ammonia Sulfate (LAS) and sodium hypochlorite at North & South Holly treatment plant's. Develop emergency response and safety training procedures for the department's ozone facility at the Holly treatment plant's. Update the Risk Management Plan (RMP) to include both LAS and sodium hypochlorite at the Holly plant's. Review and update the current Standard Operating Procedures (SOP) and Emergency Response Plan (ERP) at the Holly plant's. II. Basic Services Task 1.0 — Assess & Evaluate current documents for chemicals and ozone for the North and South Holly Treatment Plant's 1. Review current Risk Management Plan (RMP) 2. Review curre�t Standard Operating Procedures (SOP) 3. Review current Emergency Response Plan (ERP) 4. Review TCEQ guidelines. 5. Review MSDS sheets for both Chemicals. 6. Update RMP to include LAS and sodium hypochlorite. 7. Provide documentation of best practices for SOP's currently being used by other facilities for loading, handling and storing of LAS and sodium hypochlorite. 8. Provide recommendarion and procedures for updating ERP to incorporate LAS, sodium hypochlorite and ozone. Include recommended response level procedures. Task 2.0 — Develop emergency response and safety training procedures for LAS, sodium hypochlorite and ozone for the North and South Holly and Plants 1. Develop safety and training program for ozone. Z. Provide assistance to the safety department for initial safety training for LAS, sodium hypochlorite and ozone. 3. Provide additional recommendations for PPE and safety measure for loading and handling of LAS and sodium hypochlorite. Provide additional recomrnendations for PPE and safety measures for working around and/or in the ozone facility. City of Fort Worth, Texas Standard AgreemeM for Professional Services PMO Of�ci�l Release Date: 1l38/2013 Page 9 of 1a Exhibit B Fort Worth Water Department City of Fort Worth, Texas Scope of Work for Engineering Services Sa%ty Assessment for Chemical Handling Procedures and Ozone Emergency Response August 7, 2013 I. Basic Engineering Services For engineering services under Exhibit A, CoFW shall pay CP&Y Time and Material (T&M) for each of the tasks listed below. Method of payment is indicated next to each Task Order sub item. Payment for T&M will be as outlined below. Total Contract Amount Not to Exceed is: $ 20,800.00 Position Project Manager Deputy Project Manager Administration Rate $155 $104 $85 Task 1.0 - Assess & Evaluate current plant documents for chemicals and ozone 1. Assessment and evaluation (T&M, not to exceed) $ 10,816.00 Task 1.0 Total $ 10,816.00 Task 2.0 - Develop emergency response and safety training procedures for LAS, sodium hypochlorite and ozone 1. Emergency response and safety training Total Project Task 2.0 Total $ 9,984.00 $ 9,984.00 $20,800.00 City of Fort Worth, Texas Stendard Agreement for Professional Services PMO Offlcfal Release Date: 1/28/2U13 Paga 10 of 10