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HomeMy WebLinkAboutContract 44500R l, ir+ �� � i � �; •�, 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 hei•ein by and through Fernando Costa, its duly authoi•ized Assistant City Managei•, and Westin Engineering, Inc. hereinafter called the "Consultant," acting herein by and tlu�ough its duly authorized WHEREAS, the City desii•es to improve its customer metering operating perfoi•mance and meter testing program; and WHEREAS, the City desu•es to hire a professional fu•m knowledgeable and experienced in performing such services; and WHEREAS, the Consultant has represented that it is Icnowledgeable and experienced in performing such services. NOW, THEREFORE, that for 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 Conti•act, the following words and plu•ases shall be defined as follows: Citv's Representative means the Director ofthe Water Departinent or his designee. Contr•act Documents means this contract and all other• attachments. Deliver•able Document means a report, photogi•aph, electr•onic file, or an invoice that shows the completion of one of the work 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 Pr•oceed means the letter issued by the City that authorizes Consultant to begin worlc. It also authorizes future invoices to be paid. The City hereby conti•acts 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. R��E� ��D �IU� ; � �, d. (�1� � � :�- ; �. _ ; �� ` i i; � , -4.. - ,r. SECTION 2. SCOPE OF SERVICES The Consultant shall develop a program to establish and commence proactive and ongoing meter testing for large meters to help ensure optimum performance measurement. A meter testing plan will include defining test groups, test standards and schedules to assure all large meters within the water system are routinely tested for accuracy. The Consultant will also perform an evaluation of the cost impact of suspected existing locations that are not properly matched to the services by reviewing historical usage, meter types, sizes and service order histories of existing services. Where meters are identified as not properly matched, by size and type, to their services, the cost impact will be analyzed and quantified. Consultant shall deliver to the City the following: • Meter testing guidance document • Request for Proposal (RFP) • Vendor selection and assistance with contract negotiations • Pilot program and document updates SECTION 3. TIME OF PERFORMANCE Selvices of the Consultant shall commence upon execution of this Agreement. Unless otherwise directed by the City and agreed to by the Consuitant, the deliverables listed above shall be concluded in final form acceptable to the City by September 13, 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 terms of this Agreement, the City agrees to pay the Consultant on the basis ofthe hourly rates set forth in this section an amount not-to-exceed $45,795.00. 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 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 worlc 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 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 limited to subcontractors expenses, travel, report production anc which shall be paid based upon actual cost, supported by such � reasonably request. include, but are not necessarily other out-of-pocicet expenses, ocumentation as the City may SECTION 5. PROFESSIONAL RESPONSIBILITY AND WARRANTY Consultant shall perform ser•vices 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 degt•ee of care, time or expense to be incurred or other limitations ofthis 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 Recoz•ds 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 tlu•ee (3) yeais after receipt of fmal payment under this Agreement. SECTION 7. AUDITS AND INSPECTIONS The Consultant agrees that the City shall, until the expu•ation of three (3) years after the fmal 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 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 boolcs, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, 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 subcontractor reasonable advance notice of intended audits. SECTION 8. INDEMNITY THE CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL TffiRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF ANY KIND BROUGHT AGAINST SAID PARTIES TQ 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 HEREUNDER. THE CONSULTANT IS NOT REQUIltED HEREUNDER TO DEFEND, INDEMNIFY AND HOLD HARMLESS TAE 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 REQUIltED HEREUNDER SHALL NOT BE LIMITED BY REASON OF TAE 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 ofthe 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 subcontr•actor in the performance ofthis Agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and peimits necessary for the provision of services under this Agreement. SECTION 10. NON-DISCRIMINATION During the performance of this Contract, Consultant agrees not to discriminate against any empioyee 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 behalfofthis 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 ineeting the requirements of this section. SECTION 1 l. 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 ofpayments. SECTION 12. PERSONNEL The Consultant represents that it has, or will secure at its own expense, all personnel requi��ed 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 requu�ed hereunder will be performed by the Consultant or under its supervision 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 Consultant's Project Manager, Howard Richards, is available to ensure completion ofthe scope of services puj•suant 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 fi�om 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, fu•es, flood, epidemics, quarantine restrictions, strilces, fi�eight embargoes, and unusually severe weather. If Consultant fails to begin worlc 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 right 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 for such excess costs without delay. If, at any time during the term of this Contract, the worlc of Consultant fails to meet the specifications of the Conh•act Documents, City may notify Consultant of the defciency 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 a$er 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 subcontractois or other third parties. Consultant will malce 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 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. Workers' Compensation Statutory limits Employer's liability $100,000 each accident/occul�•ence $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 Injury per person / $500,000 Bodily Injury per accident / $100,000 Property Damage 5. Errors & Omissions (Professional Liability) $1,000,OOOper claim and aggregate The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. The additional insured requirement does not apply to Worlcers' Compensation policies The certificate of insurance shall provide thu-ty days (30) notice of cancellation or non-renewal. Example: "This insurance shall not be canceled, limited in scope or coverage, cancelled or non-renewed, until a$er 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 entu•ety, 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 curj•ent A. M. Best Key Rating Guide or have reasonably equivalent financial sh�ength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Rislc 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 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 poi�tion of this Contract is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining poi�tions ofthis Contract shall remain in effect. SECTION 18. VEN UE Should any action, whether real or assei�ted, at law or in equity, arise out of the terms of this Contract, venue for said action shall be in Tarrant County, Texas. SECTION 19. AGREEMENT AMENDMENT This Contract and all attachments represents the entu�e understanding between the City and Consultant in respect to the Project, supersedes any and all prior written or oral negotiations agreements between the parties, and may only be modified in writing signed by both parties. SECTION 20. NOTICES �� of All written notices to the respective parties shall be sent by registered mail and be addressed as fo llows: CITY OF FORT WORTH Mr. Franlc Crumb, P.E. Water Department Director City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 CONSULTANT NIr. Doug Spiers, Esq., P.E. Vice President Westin Engineering, Inc. 3100 Zinfandel Drive, Ste 300 Rancho Cot•dova, CA 95670 SECTION 21. CAPTIONS The captions ofthis Contract are for informational purposes only and shall not in any way affect the substantive tel•ms 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 further force or effect. EXECUT�D on this, the �� hday of � 291�: �I 3 Westin Engineering, Inc. %_ - .'` =�>� = �'/L-;'�, � � Witness City of Fort Worth, Texas: ��LL�� � � _ _� - �,��. • _ Assistant rty anager ��.3 �3 Date Approv�,l Recommended Franlc Cr•umb, P.E., Di�•ector For�t Worth Water Department APPROVED AS TO FORM AND LEGALITY: C�j / / �� �i. �. �v�t_; ��� � t��,���yt ��n.� Christa R. Reynolds Sr. Assistant City Attorney ATTEST: City Secretaiy �. �7 - --- ry.��:l'.'�l �'y � �.� y�� Fo ^� � � o• . �.—,_ �' . � _.._.:. � — �� t ' z '� Date � � ; � ,� . ,�, �:. ��i � � i�s: � o �v 13 Date