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HomeMy WebLinkAboutContract 44342 CS'C NOI. PROFESSIONAL SERVICES AGREEMENT' BETH RAMIREZ dba. TRANSPORTATION ENGINEERING, LLC This Professional Services Agreement ("Contract") is between the city of Fort Woirth, Texas,, a home-rule municipality organized under the laws of the State of Texas, with its ts principal location at 1000 T'hrockmorton Street, Fort Worth, Tarrant County, Texas 76102, CORY`), and Beth Ra,mi�rez Transportation Engineering, LLC, with its principal location at allay, Teri ("Cons ulta nt1f). ARTICLE 1 SCOPE OF SERVICES Consultant agrees to provide on-call traffic signal engineering services as more specifically described in Attachment A. In the event of any confl�ict between this Agreement,and Attachment A, this Agreement shall control. 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 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 2. COMPENSATION Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "'B"1. Pay,men:it 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 $50,000.010, unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly in writing. I The Consultant shall provide monthly i'nvoices to the City in the format set forth in Exhibit "C". 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 playn en�t shall operate as and shall release, the City from all claims, or liabilities under this Agreement for anything related to,1 done,,, or furnished in connection with the services for which payment is made, i ncluding any act or omission of'the City in connection w,ith such services. OFFICIAL RECORD CITY SECRETARY FTv WORT11jX RECEIVED APR 3213 ARTICLE 3. TERM Unless terminated pursuant to the terms hereini, this Agreement, shall be for a term of six (6) months, beginning, upon the date last executed, or until the comp,letio,n of the subject matter contemplated herein, whichever occurs first. ARTICLE 4. 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 respondent superior shall have no application as between the City and the Consultant. ARTICLE 5. INDEMNIFICATION,-I RELEASE OF LIABILITY CONSULTANT SHALL RELEASE FROM LIABILITY, 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 DEATHI TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS, EMPLOYEES OR SUBCONSU LTA NTS OF CONSULTANT, WHICH, MAY ARISE OUT OF ANY NEGLIGENT ACT,1 ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT., CONSULTANT SHALL DEFEND AT ITS 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 NEGLIGENT,1 ERROR OR OMISSION. ARTICLE 6. INSURANCE Consultant shall provide the City with certificaite(s) of insurance documenting policies of the following minimum, coverage limits that are to be in effect prior to commencement ,of any work pursuant to this Agreement PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC Page 2 A. Coverage and Limits Automolbile bodily Injury: $ each occurrence, $500,0l00.00 aggregate Property Damage.- $100,0001.010 aggregate B. General Reguirements 1. All applicable pol,icies shall name the City as an additional insured thereon, as its interests may appear. 'The term City shalil include its employees, officers,, officials, agents, and volunteers in respect, to the contracted services. 2. The workers' compensation policy, if required, shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth, 3. A milnimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (101) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with coplies to, the City Attorney at the same address. 4. The insurers for all pollicies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- V11 in the current A.M, Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to thle satisfaction of Risk Management. If the rating is bellow that reqluired, 'written approval of Risk Management is required. 5. Any failure on the part of the pity to request, required' insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates, of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City pirioir to Consultant proceeding with any work pursuant to this Agreement. ARTICLE 7. MINORITY AND SMALL BUSINESS ENTERPRISE (MBE/SBE) PARTICIPATION In accordance with the City's Business Diversity Enterprise Ordinance No. 200210-12- 2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC Page 3 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't'ime of not less than three (3) years. ARTICLE 8. CONFIDENTIAL INFORMATION Consultant understands and acknowledges, -that Consultant ► ill be provided with, information that may be confidential by law, rule, statute,, ordinance or legal order. Consultant shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. Consultant, agrees to use confidential information for purposes of providing the services conte platedi herein only as determined by the City. Disclosure of,, or unauthorized use of, any coinf'idential information by Consultant is a material breach of this Agreement. If Consultant violates this provision,, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. Consultant agrees to indemnify and hold the City harmless for any claims or damages caused by Consultant J s breach of this confidentiality provision. ARTICLE 9,. PROHIBITION OF ASSIGNMENT Neither City nor Consultant shalll assign, sublet or transfer their interest in this Agreement without the prior written consent of the other party,1 and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void., ARTICLE 10. RIGHT TO AU IT During the term of this Agreement, and at any time within three (3) years following t'he expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Contractor related to services performed under this Agreement, for audit purposes or otherwise. Consultant agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the, event of an emergency,1 'the City will provide reasonable advance notice of any intended audits and the need for the information. Consultant agrees that it will keep records relating to the services provided hereunder for as long as required by law. PROFESSIONAL SERVICES,CON-rRACT Beth Ramirez dba Transportation Engineering,,LLC Page 4 ..........__..... .................................................. ........... ARTICLE 1:!1, FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Contract 'if the plerfoirma nce is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires,; strikes; lockouts, national disasters, riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party. ARTICLE1 2. TERMINATION The City may terminate this Contract at any time for cause or convenience of the City by notice in writing to Consultant. U on the receipt of such notice, Consultant shall immediately discontinue all services, and work and the placing of all orders or the entering into contracts for all supplies, assistance,1 fa�ci�lities and materials in connection with the performance of this Contract. ARTICLE 13., CHOICE OF LAW; VENUE This Contract shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas or in the Northern District of Texas, Fort, Worth Division. ARTICLE 1,4. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: City of Fort Worth: City of Fort Worth Attn: Doug Wiersig 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant.- Beth Ramirez Transportation Engineering LLC Attn:- Beth Ramirez, P.,E. 9525 Alta ira Drive Dia l llas, Texas 75218 PROFESSIONAL SERVICES CONTRACT Beth Ramirez d:ba Transportation Engineering,LLC Page 5 ARTICLE 151., CONTRACT CONSTRUCTION The City and Consultant acknowledg�e that eliach party and, if it so chooses its legal counsel have reviewed, and revised this Agreement and that the he 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.. ARTICLE 161. SE,VERABILITY The provisions of this Agreement are severable, and if any word, phrase,, clause,1 sentence, parag�raph, 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 worth, phrase, clause, sentence, paragraph,, section, or other part of thi's Agreement to other persons or circumstances, shall not be affected thereby and: this Agl relement shall be construed as if such invalid or unconstitutional portion, had never been contained th�eren�. ARTICLE 17. HEADINGS, The, headings contained herein are for convenience in reference and are not intended to define or limit the scope of'any pirolvils,io!n of this Agreement ARTICLE 18. COUNTERPARTS T'h�i reement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such couniterparts shall together constitute but one and the same instrument. [REMAINDER OF PAGE, INTENTIONALLY LEFT BLANK.] PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC Page 6 EXECUTED on this, the day of 201,3�. ACCEPTED AND U CON SUI T CITY OF.FOR,T TH By- By a Air N e. Eliza e m i I e Fernando Cosh i. sl OCY Titl&- Mann r Assistant City Manager p, %0�. Date: 2-4 3 Date-� 41Z/1%3 OVA ley * ATTEST: ATTEST: w, Y` N me? Title: City Secretary ORMAN DOUGLAS GEORGE L Notory Public,state of 7exos October 15* 21 1 ' APPROVED TO FORM AND LEGALITY. I By- Assistant City Attorney PROFESSIONAL SERVICES CONTRACT Beth Ramirez db Transportation Engineering,LLC Page'7 OFFICIAL RECO�RD CITY SECRETARY TH, TX ATTACHMENT 16AY' a gope Tor, i r i ffic $�iqnal E,Mineen The scope set forth herein defines the work to be performed by the CONSULTANT in completing the project. Both the CITY and CONSULTANT' have; attempted to clearly define the work to be performed and address, the needs of the Project. OBJECTIVE The CONSULTANT will provide task efforts in the following areas on an as-needed, bas,is, as directed by the city project manager. The work will primarily involve signal operations of City of Fort Worth traffic signal equipment, 1.e. Type 1701E controllers, BiTra,ns 233 software, and BiTrans Quic'Net software. The work may also inv l other traff'ic signal control equipment in use or under investigation. As much, as practical, Include staff in efforts set f rth below, for the purpose of training and staff hands,-on use of development and field implementation., WORK TO BE PERFORMED Task I- Project Management Task 2 Other Signal Operations Related Work as Assigned. TASK 1. PROJECT MANAGEMENT., CONSULTANT will manage the work outlined in this scope; to ensure efficient and effective use of Consultant's and CITY's time and resources. CONSULTANT will act as the City's representative to manage change, communicate, effectively, coordinate internally and externally as needed, and proactively address, issues related, to the Traffic PROFESSIONAL SERVICES CONTRACT Beth Ramirez d'ba Transportalion Engineering,LLC Page Al Management System and Camera Master Plan Projects and others as necessary to make progress on the work. 1. Communications and Reporting Attend, meetings as the CITY representatilve as requesteld. Prepare monthly invoices, and submit in the format requested by the CITY. Prepare and submit monthly progress reports as requested by the CITY. Coordinate,with other agencies and entities as necessary for the completion, of the Traffic Management System and Camera Master Plan. DE,LI'VERABLES A. Meeting summaries with action items shall be prepared as requested by CITY staff B. Monthly invoices C. Monthly progress reports 'TASK 2. OTHER SIGNAL OPERATIONS PROGRAM MANAGEMENT RELATED WORK AS ASSIGNED. Work assigned under this task may include, but not be l,imited to: Establish, sound financial management practices by verifying/directing the required internal/external approvals as required for the T'raffic Management System and Camera Master Pla n projects. Identify training, needs for CITY staff to, effectively utilize new equipment associated with this project. Jointly develop with CITY all necessary and bleneficiial project modifications to improve project effectiveness. Review and organize all CITY documents for projects to establish an audit t,rallil. PROFESSIONAL SERVICES CONTRACT Beth Ramirez diba Transportation Engineering,L Page A211 ...........--.............11-1—.....1-1-1............... ........ ru"IELIVERABLES: As appropriate to the assignment and as directed in an authorizing written work order accepted by the CONSULTANT, including- • A set of organized files that withstand the rigors of an audit. • An assessment of staff capabilities and required training, needs to operate new acquired equlipment related to this project., • Other deliverables as required per additional work orders requested by the CITY. PROFESSIONAL SERVCES CONTRACT Beth,Ramirez dba Transportation Engineering,LLC Page A3 ATTACHMENT B COMPENSATION On Call for Project Management and Signal Operation, Services, Work Authorization Rate Schedule 1. Compensation A. The CONSULTANT' shall be compensated for personnel time, non-labor expenses,, and subcontract expenses in performing services by Work Authorization up to Fift y Thousand Dollars ($50,000.00) unless amended. CITY and CONSULTANT will, agree upon compensation for each Work Authorization prior to starting work. Each Work Authorization shall be Lump Sum. i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor ,Cate go for the EN,GINEER's team member performing the work. Labor Cate-q,o[y Rate as presented in the rate schedulle table below is the rate for each labor category performing the work and includes all direct salaries, overhead,, and pro-fit. Labor Category Rate ($/hou, Professional Engineer $130 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as 'Direct E�penses at invoice or internal office cost. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,,LLC direct Expenses, (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses, and outside services shall be reimbursed at cost to CONSULTANT plus a markup of ten percent (10%). iv. Budgets. CONSULTANT will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. CONSULTANT is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay CONSULTANT beyond these limits. If CONSULTANT projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions,, the CONSULTANT shall immediately report such fact to the City and, if so, instructed by the City, shall suspend all work hereunder. When any budget has been increased, CONSULTANT's excess costs expended prior to such increase will be allowable to the same extent as if such, costs had been incurred after the approved increase. B., The CONSULTANT shall be paid monthly payments as described, in Section 11 - Method of Payment. Method of'Pay ment A. The CONSULTANT' shall be plaid by the City based upon an invoice created on the basis of statements prepared!, from the books and records of account of the CONSULTANT, based on the actual hours and costs expended by the ENGINEER in performing, the work. B. Each involice, shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the CONSULTANT. C. CONSULTANT shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC B2 .......... Progress Reports A. The CONSULTANT shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. IV. Summary of Total Project Fees F'irmi Primary Responsibility Fee Amount Prime Consultant Beth Ramirez On-Call Traffic Engineering $5011000 100% Transportation Services Engineering LLC Proposed MBEISBE Sub-Consultants NA-Prime is MBE/SBE No subcontracting opportunities, at this time Non-MBE/SBE1 Consultants TOTAL $50,000 100% Project Number & Name Total, Fee MBE/CBE Fee MBEISBE I % Or"-fall Traffic Engineering Services $501000 $50,000 _j 100 City MBE/SBE Goal = % Consultant Committed Goal - 100 % PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC B3 ATTACHMENT C Invoice Invoice Number: Date: From Beth Ramirez Transportation Engineering,Y.LC Vendor Number 952'5 Alta Mira Drive e Galles,Texas 75218 21'4-886-1180 k et ra,mire @h:lotrnell.00rn T City of Fort Worth Transportation and Public Works Department 50011 James Ave Forl Worth,Texas Personnel,Time Description Gate,o late Rate Hours Total Profeio nail 29 rrreer _ .e. , Sub-Total � Non Labor Direct Expenses Travel Description 'Date Fete Miles Total ,565 Sub-Total Non Labor Direct Expenses Olther late Amount ��r�se won trod ...�._.._ . Receipt l .. .� �e b-Total Total J4mou int Due Contract Status ,-----Contract ly.0 m.ut; 50,0q Terms:Due rrrthirr 30 Days of Receipt Total of Previous Billings Current Bill Contrecl Amount Remaining PROFESSIONAL SERVICES CONTRACT Beth Ramirez dba Transportation Engineering,LLC C1 _. .... _ ,.,........._..................