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HomeMy WebLinkAboutContract 42530 CITY SECRETARY CONTRACT NO- STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § PROFESSIONAL SERVICES AGREEMENT This Agreement is made by the City of Fort worth, Texas, a home rule municipal corporation situated in Tarrant, Denton, Parker and wise Counties, Texas, hereinafter called "City", and Kimle -Horn and Associates Inc. hereafter called "Consultant". City and Consultant may be referred to herein individually as a party and collectively as the parties. 1. PROJECT—Marine Park Nei hborhood Family A uatic Center Exhibits 2. SCOPE OF SERVICES —The Scope of Services is set forth in Attachment "A" hereto and incorporated herein. 3. COMPENSATION a) Consultant's compensation is set forth in Attachment "B" hereto and incorporated herein. The maximum amount to be paid to Consultant for all services rendered hereunder shall not exceed Four Thousand Five Hundred Dollars($4,500.00). b) Payments to Consultant will be made as follows: i. The Consultant shall provide the City sufficient documentation to reasonably substantiate the invoices. ii. The Consultant will issue monthly invoices for all work performed under this Agreement. Invoices are due and payable within 30 days of receipt. iii. Upon completion of services enumerated in Section 1 of this Agreement, the final payment of any balance will be due within 30 days of receipt of the final invoice. iv. In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. v. If City fails to make payment in full to Consultant for billings contested in good faith within 60 days of the amount due, Consultant may, after giving 7 days'written notice to City, suspend services under this Agreement until paid in full, including interest. In the event of suspension of services, Consultant shall have no liability to City for delays or damages caused such suspension of services. �..�. Tx 4. STANDARD OF CARE - The standard of care applicable to Consultant's services will be the degree of skill and diligence normally employed in the State of Texas by professional consultants performing the same or similar services at the time such services are performed. 5. INDEPENDENT CONTRACTOR - Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 6. DISCLOSURE-The Consultant acknowledges to the City that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect. The Consultant further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Agreement and prior to final payment under the Agreement. 7. PREPARATION OF DOCUMENTS - Consultant will provide City the original documents anticipated by the Scope of Work as described by Section 1 hereof. The documents shall become the property of the City. City may use such documents in any manner it desires; provided, however, that the Consultant shall not be liable for the use of such documents for any project other than the Project described herein. 8. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION - In accord with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by 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. 9. INSURANCE REQUIREMENTS - a) Consultant shall provide to the City certificate(s) of insurance documenting policies of the following coverage at minimum limits that are to be in effect prior to commencement of work on the Project: Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1.000,000 each accident on a combined single limit Or $25000 Property Damage $5003,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on"Any Auto",defined as autos owned,hired and non-owned when said vehicle is used in the course of the Project. Worker's Compensation Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease-policy limit $100,000 disease-each employee Professional Liability $1,000,000 each claim $1.000,000 aggregate Professional liability shall be written on a claims-made basis and shall contain a retroactive date prior to the date of the Agreement or the first date of services to be performed,whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the Agreement. An annual certificate of insurance specifically referencing this project shall be submitted to the City for each year following completion of the Agreement. b) Certificates of insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with the Project. i. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. ii. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. iii. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. iv. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A 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 respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. v. Insurers for all policies must be authorized to do business in the State of Texas and 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. vi. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or letters of credit may also be acceptable to the City. vii. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Project. viii. The City shall be entitled, upon its request and without incurring expense, to review the Consultant's insurance policies including endorsements thereto and, at the City's discretion,the Consultant may be required to provide proof of insurance premium payments. ix. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions in writing. x. For all lines of coverage underwritten on a claims-made basis, other than Professional Liability, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. xi. The City shall not be responsible for the direct payment of any insurance premiums required by this agreement and all insurance required in this section, with the exception of Professional Liability, shall be written on an occurrence basis. C) Sub consultants and subcontractors to/of the Consultant shall be required by the Consultant to maintain the same or reasonably equivalent insurance coverage as required for the Consultant. When sub consultants/subcontractors maintain insurance coverage, Consultant shall provide City with documentation thereof on a certificate of insurance. 10. RIGHT TO AUDIT-- a) 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 and photocopy any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this Section. The City shall give Consultant reasonable advance notice of intended audits. b) Consultant further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant 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 and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the City shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this Section. City shall give subconsultant reasonable advance notice of intended audits. C) Consultant and sub-consultant 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. 11. TERMINATION a) City may terminate this Agreement for any reason, at any time,with or without cause, or for the convenience of the City by thirty(30)days' notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services, work, and investigative activities in connection with the performance of this Agreement and shall proceed to promptly complete all existing investigations and documents, as they are chargeable to this Agreement. If the City terminates this Agreement for convenience pursuant to this Section, the City shall pay Consultant for services actually and satisfactorily performed in accordance herewith prior to such termination, in accordance with a final statement submitted by Consultant documenting the performance of such work. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. b) Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all documents, including but not limited to written summaries and investigative reports prepared under this Agreement. 12. INDEMNIFICATION - Consultant shall indemnify and hold the City and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents or employees of Consultant or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Consultant shall defend at his own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such Consultant's negligent act, error or omission. 13. COMPLIANCE WITH LAW. Consultant, its officers, agents, employees, contractors and subcontractors, shall abide by and comply with all laws, federal, state and local, including the Charter and all ordinances, rules and regulations of the City. It is agreed and understood that, if City calls the attention of Consultant to any such violations on the part of Consultant, its officers, agents, employees, contractors or subcontractors, then Consultant shall immediately desist from and correct such violation. 14. PROHIBITION OF ASSIGNMENT - Neither party hereto shall assign, sublet or transfer their interest herein without the 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. 15. CHOICE OF LAW, 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. 15. 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 Attachments hereto. 17. NO THIRD-PARTY BENEFICIARIES. This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 1$. 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 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. 19. PARAGRAPH HEADINGS. The paragraph 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. 20. ASSIGNMENT. 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. 21.NOTICES --Notices to be provided hereunder shall be sent to: If to City: If to Consultant: Director Mark C. Hatchel, RLA,ASLA Parks and Community Services Dept Vice President/Senior Park Planner City of Fort Worth Kimley-Horn and Associates, Inc. 4200 South Freeway, Suite 2200 Suite 275,2201 W. Royal Lane Fort Worth, Texas 75115-1499 Irving, Texas 75063 [Signature Page Follows] a EXECUTED in multiple originals on this, the day of , 2011. Kimley-Horn and Associat s, Inc. City of Fort Worth: t Eric Z. Smith us Alanis Assistant Secretary Assistant City Manager Recommended: Rai and Zavala,Director Par and Community Services Dept. Approved as to Form and Legality: y Doug Black Assistant City Attorney , - - j ATTEST: X�e o 01000000, ice 04k 0 0 00 U 0) >o o a o �o Marty Hendrix d D r U0U�0Uo0 Y City Secretary t>o T4 Date: Authorization: NO M&C REQUIRED 0 RD pw Ar s 1 r a t X ��r 7 A TTA CHMENT "A" SCOPE OF SERVICES Marine Park Neighborhood Family Aquatic Facility Exhibits City of Fort Worth, Texas Protect Understanding K.imley-Horn and Associates, Inc. (Consultant)understands that the City of Fort Worth, Texas (City) intends to prepare Marine Park Neighborhood Family Aquatic Facility (NFAC) Exhibits for use with a grant application and a design/build request for qualifications. The scope of the services for the exhibits is as follows: Task 1 — Prepare Site Concept Exhibit Utilizing aerial photography and the "Neighborhood Family Aquatic Center(NFAC)" concept from the Citywide Aquatic Facilities Master Plan(CAMP), the Consultant will prepare a colored site plan concept showing the NFAC and proposed parking at the Marine Park site. Task 2— Prepare Building Elevation Exhibit The Consultant will prepare a colored building elevation exhibit (as needed to accurately depict/reflect the proposed building shape, size, and materiaslsO for the proposed "Neighborhood Family Aquatic Center(NFAC)" Bath House at the Marine Park site based upon sizes and configuration noted in the CAMP and as approved by PAC S staff. r r A TTA CHMEN T ""B" ITEMIZED FEE PROPOSAL Marine Park Neighborhood Family Aquatic Facility Exhibits City of Fort Worth, Texas Professional Services Task I --Prepare Site Concept Exhibit $31000 Task 2--Prepare Building Elevation Exhibit $1,500 Lump Sum Fee Total $4,500 2 ■ • A TTA CHMEN T "C" PROJECT SCHEDULE Marine Park Neighborhood Family Aquatic Facility Exhibits City of Fort Worth, Texas November 7, 2011 Notice to Proceed November 11, 2011 Exhibits Complete and Emailed to PALS Note: This schedule is tentative and is based upon actions by others (City) of which the Consultant has no control. This schedule is preliminary in nature and is intended only for project planning purposes. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation shall be renegotiated. 3