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HomeMy WebLinkAboutContract 56671 CSC No. 56671 WATERSHED MODELLING SERVICES AGREEMENT This WATERSHED MODELLING SERVICES AGREEMENT ("Agreement")is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City Manager, and WEST Consultants, Inc. ("Consultant"), executed by Ramesh Chintala,its duly authorized Vice President, each individually referred to as a "party" and collectively referred to as the "parties." 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City remote training and instruction for HEC-HMS and basic watershed modelling service ("Services") as described in Exhibit"A". 2. TERM. This Agreement shall commence upon the date of full execution ("Effective Date") and shall expire on August 31,2022 unless terminated earlier or extended in accordance with the provisions of this Agreement or agreed upon by written amendment to this Agreement by both parties. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed Five Thousand dollars ($5,000) in accordance with the provisions of this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and both parties approve in writing the additional scope, schedule, and costs for such services. Either party may seek a change order for a change in scope schedule and costs related thereto, which must be agreed upon by both parties by a written amendment to this Agreement. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. If Consultant's services are delayed through no fault of Consultant, Consultant shall be entitled to equitable adjustment of rates and amounts of compensation and Consultant shall be entitled to a reasonable adjustment to the contract schedule consistent with the number of days of delay as agreed to in writing by the City. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Consultant, for itself and its officers, agents and employees,further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City, except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. 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 at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. 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 at least five (5)business days' advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three (3)years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Consultant's estimating records. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees,contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS,AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.THE CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE ATTORNEYS'FEES AND EXPENSES,RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement, and Consultant shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract, the Consultant shall require such subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Consultant shall provide the City with a fully executed copy of any such subcontract upon request,with any financial and proprietary information redacted. 10. INSURANCE. Consultant shall provide the City with certificate(s)of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease -per each employee $500,000 Disease -policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308 — 1.01 et seq., Tex. Rev. Civ. Stat.) and policy limits for Employers' Liability of $100,000 each accident/occurrence,$500,000 bodily injury disease policy limit and$100,000 per disease per employee. (d) Professional Liability(Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any services pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies.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. 10.3 Waiver of Subrogation for Property Insurance. The City and Consultant waive all rights against each other and their officers,officials, directors, agents, or employees for damage covered by builder's risk insurance during and after the completion of Consultant's services. If the services result in a construction phase related to the project, a provision similar to this shall be incorporated into all construction contracts entered into by the City,and all construction contractors shall be required to provide waivers of subrogation in favor of the City and Consultant for damage or liability covered by any construction contractor's policy of property insurance, including builder's risk provided by such contractor,if applicable. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall promptly desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3) received by the other parry by United States Mail,registered,return receipt requested, addressed as follows: To The CITY: To CONSULTANT: WEST Consultants, Inc. 200 Texas Street Ramesh Chintala,Vice President Fort Worth, Texas 76102-6311 8951 Cypress Water Blvd. Dallas, TX 75019-4784 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis 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. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants, statements, representations and promises agreed to by the parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations set forth in the City's Request for Proposals, Consultant's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 24. PROHIBITION ON BOYCOTTING ENERGY COMPANIES Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 25. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date executed by the City Secretary. CITY OF FORT WORTH WEST CONSULTANTS,INC. AM 397vandoll Dana Burghdoff(N 15,202 14:14 CST) P_0"14WL_ Dana Burghdoff Ramesh Chintala Assistant City Manager Vice President RECOMMENDED BY: Date: November 9, 2021 WITNESS: �� �✓ � Name: Tyson Thompson C Assistant Development Services Director By: Carissa Lane Title: HR Manager ATTEST: �� °FORT*Oaf Ronald Gonzales �.o %°off►0, Acting City Secretary �v° °�0. o= o o d Date Executed: 11/15/2021 �a °°°°°°° a nEXASoAp APPROVED AS TO FORM AND LEGALITY: Christa R.Lopez-Reynolds(Nov 12, 11 ST) Christa R. Lopez-Reynolds Sr. Assistant City Attorney No M&C Required Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. NAME: Stephen Nichols OFFICIAL RECORD TITLE:_Engineering Manager _ CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES The maximum number of attendees per class is 12. Basic HEC-HMS Remote Training Agenda Day I 10:00 General and Introductions 10:15 L1.1 HMS Overview 11:00 L1.2 HMS GIS Capabilities 12:00 Lunch 1:00 L 1.3 Viewing HMS Results and Other Topics 1:30 L1.4 Meteorological Models 2:15 L1.5 Loss Rates Workshops on Your own W1 Using HEC-HMS W2 Applying HMS GIS Tools Day 2 10:00 Workshop Review as Necessary 10:30 L2.1 Transform Methods 11:15 L2.2 Routing in HMS 12:00 L2.3 Optimization in HMS Workshops on Your own W3 Rainfall and Loss Rate Computation W4 Synthetic Hydrographs W5 Channel Routing Day 3 10:00 Workshop Review as Necessary 10:30 L3.1 Multiple Subbasin and River Reach Modeling and Calibration 11:15 L3.2 DSSVue 11:30 L3.3 Reservoir Modeling Workshops on your own W6 Optimization W7 Multiple Subbasin Calibration W8 HMS Application