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HomeMy WebLinkAboutContract 44499`� � .. ,,, �- f - � _�, ' ; : t. :�, �ir,�`,.,� STATE OF TEXAS § § § COUNTIES OF TAR.RANT § DENTON AND WISE § THIS AGREEMENT is made and executed by and between the City of Fort Worth, Texas, a municipal corpoi•ation 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 Westin Engineei•ing, Inc. hereinafter� called the "Consultant," acting hei•ein by and thi•ough , its duly authorized WHEREAS, the City desires to develop new mete�� specifications to meet the reguirements of the "Reduction of Lead in Drinlcing Water Act of 2011" (effective Januaiy 1, 2014) which limits the use of lead in water system products ; and WHER�AS, the City desires to hire a professional fii•m knowledgeable and experienced in developing such specification and facilitating a process to select a vendor able to meet such new meter specifications; and WHEREAS, the Consultant has represented that it is lcnowledgeable and experienced in how to develop new meter specifications to meet the requirements of the "Reduction of Lead in Drinlcing Water Act of 2011 ". . NOW, THEREFORE, that foi• and in consideration of the mutual covenants and agreements hei•ein contained, the pai�ties hereto do hereby covenant and agree as follows: SECTION 1. DEFINITIONS In this Contract, the following words and phrases shall be defined as follows: Ci ,'s Representative means the Dii•ector of the Water Depai�tment or his designee. Contract Documents means this contract and all other attachments. Deliverable Document means a report, photograph, electi•onic file, or an invoice that shows the completion of one of the worlc taslcs and/or subtaslcs. 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 authoi•izes Consultant to begin worlc. It also authorizes future invoices to be paid. The City hei•eby contracts with the Consultant as an independent consultant, and the Consultant hereby agr•ees to perform the pr•ofessional services set out herein in accordance with standard utility ��CE��ED JUN m 4 ti�71� r , °�' " ti ; �� _ _-;� ' , i � s rate-setting practices and policies. SECTION 2. SCOPE OF SERVICES The Consultant shall develop metering requirements appropriate for the City's utility and technical specifications; and provide assistance with the evaluation and selection of a meter supply vendor that provide the best fit and best value set of products and services that meet the needs of the City. The objective of developing new meter specifications is to comply with the Reduction of Lead in Drinlcing Water Act of 2011 (effective Jamiary 4, 2014) which limits the use of lead in water system products. New specifications will establish pei�formance standards in metering products. Consultant shall deliver to the City the following: • Meter specifications document • Request for proposal (RFP) • Assistant with Meter supply contract negotiations SECTION 3. TIME OF PERFORMANCE Services of the Consultant shall commence upon execution of this Agreement. Unless otherwise directed by the City and agreed to by the Consultant, the deliverables listed above shall be concluded in final form acceptable to the City by October 18, 2013. SECTION 4. COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT As compensation for the services required to complete this Project in accordance with the ter•ms 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 $48,150.00. This amount shall constitute full and complete compensation for the Consultant' s services under this Agreement, including all expenditures made and expenses incurred by the Consultant in performing such seivices. 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 Director of the Water Depal-tment, 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 slcill 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 fizrther warrants that it will perform all services under this Agreement in a safe, efficient and lawful manner using indush�y 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 seivices 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 boolcs, documents, papers and records of the Consultant involving transactions relating to this Agreement. The Consultant agrees that the City shall have access during normal worlcing 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 pei�tinent boolcs, documents, papers and records of such subcontractor, involving transactions to the subconh•act, and fui�ther, that City shall have access during normal worlcing hours to all subcontractor facilities, and shall be provided adequate and appropriate worlc space, in order to conduct audits in compliance with the provisions of this article, and shall give subcontr•actor reasonable advance notice of intended audits. SECTION S. INDEMNITY THE CONSULTANT AGREES TO DEFEND, 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 ANYONE FOR WHOM IT IS LEGALLY LIABLE IN THE PERFORMANCE OF SERVICES AEREUNDER. 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. TI3E INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON OF THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN TffiS AGREEMENT. SECTION 9. COMPLIANCE WITH LAWS In providing the scope of seivices outlined herein, the Consultant shall comply with all applicable laws, ordinances, and codes of the Federal, State and local governments. Consultant cei�tifies 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 cet�tifies 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 for the provision of se�vices 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 Conh�act, 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 ineeting 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 taslc, 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 seivices 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 supeivision and all personnel engaged in the worlc shall be qualified and shall be authorized or permitted under state and local law to perform such services. The Consultant represents that the ConsultanYs Project Manager, 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, epideinics, quarantine restrictions, strilces, fi�eight embargoes, and unusually severe weather. If Consultant fails to begin work herein provided for within the time specified above, or to complete such worlc within the time specified above, within the ttue meaning of this Agreement, City shall have the right to talce charge of and complete the worlc 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 for such excess costs without delay. If, at any time during the term of this Contt•act, the work of Consultant fails to meet the specifications of the Cont��act Documents, City may notify Consultant of the deficiency in writing. Failure of Consultant to correct such deficiency and complete the worlc 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 OF CONVENIENCE OF CITY 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 worlc 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 oi• other third parties. Consultant will malce t•easonable 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 hereof relative to termination shall apply. SECTION 16. iNSURANCE Consultant shall maintain at its own expense the following insurance: 1. Commercial General Liability (CGL) $1,000,OOOeach occurrence $2,000,000 aggregate limit 2. Worlcers' Compensation Statutory limits Employer's liability $100,000 each accident/occurrence $100,000 Disease - each employee $500,000 Disease - policy limit 3. Automobile Liability 4. $1,000,000 each accident on a combined single limit basis Split limits are acceptable if limits are at least: $250,000 Bodily Injuiy per person / $500,000 Bodily Injury per accident / $100,000 Property Damage 5. Errors & Omissions (Professional Liability) $1,000,000per 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 Worlcers' Compensation 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 an 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 worlcers' 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 two (2) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual cei�tificate 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 endoisements 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 pr•ice 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 Contract, vem�e 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 pal�ties shall be sent by registered mail and be addressed as follows: CITY OF FORT WORTH Mr. Frank Ciumb, P.E. Water Department Director City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 CONSULTANT Mr. Doug Spiers, Esq., P.E. Vice President Westin Engineering, Inc. 3100 Zinfandel Drive, Ste 300 Rancho Cordova, CA 95670 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 Contract. 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 fui�ther force or effect. �i� EXECUTED on this, the ��y of , z''�1Z. 4 Westin Engineering, Inc. City of Fort Worth, Texas: �� �// /� ., . s . � . � ��'��i, i .� Date a3 �3 �, . � .�:-�,. L�c:�� —� Witness . , . `• .i :•; :� � - .; .� • ��� � _ ) :w' ' c i d ���. i �i • , _�, .��• • _ Assistan Cit Manager G �3 ��3 Date Approval Recommended /� � v J v '�, �n! V � �'ranlc Crumb, P.E., Dii•ector Fort Worth Water Department APPROVED AS TO FORM AND LEGALITY: �� � ti�+ � i� . I � �,��t, Christa � . Reynolds `� Sr. Assistant City Attoiney 1��4. -: Authorization