HomeMy WebLinkAboutContract 44499 CITYSECRETARY
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STATE OF TEXAS § CONTRACT NOY
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 'else Counties, Vexes, hereinafter called the
\\City// acting herein by and through Fernando Costa, 'Its duly authorized assistant City Manager,
and Westin engineering, Inc. hereinafter called the "Consultant, acting herein by acid
through its duly authorized
WHERE AS, the City desires to develop new meter specifications,ns to meet the requirements
of the "Reduction of cad in Drinking Water Act of 2011" (effective January 1, 2014) which limits
the use of lead in Ater system products and
WHEREAS, the City desires to hire a professional firm knowledgeable and expeneneed in
developing such specification n and facIlitating a process to select a vendor able to meet such new
ureter specifications; an
WHEREAS, the Consultant has represented that it is knowledgeable ledgeahle and experienced in
hover to develop new meter specifications cations to rneet the requirements of the "Reduction of Lead in
Drinking Water Act of 2011" .
NOW, `rHEREFORE, that for and in consideration of the mutual covenants and
agreements herein contained, the parties hereto cue hereby covenant and agree as follows:
SECIJON' 1.
DEFINITIONS
In this Contract, the following words and phrases shall he de fined as follows:
Citv's Representative means the Director of the Water Department or his designee.
Contract Documents means this contract and all other attachments.
Deliverable Document means ,a report, photograph, electronic file, or an invoice that shows the
completion of one of the work tasks and/or suhtasks. Electronic files shall he in Word, Excel,
AutoCad, or similar software and shall he provided as requested by the City.
Notice to Proceed means the letter issued by the City that authorizes Consultant to begin work. It
also authorizes future invoices,to he paid;.
The City hereby contracts 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
OFFICIAL RECORD
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rate-setting practices arid' policies.
SECTION 2.
SCOPE OF SERVICES
The Consultant sh,all', develop metering, requirements appropriate for the City's utility and technical
speci f cations, 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 specilications is to comply with the Reduction of Lead in
Drinking Water Act oft l 1 (effective January 4, 2 4)which limits the use of lead in water system
products. New specifications will establish performance standards, in metering products.
Consultant shall deliver to the City the following.-
• Meter speci fi cations,document
• Request for proposal (RFP)
• Assistant with Meter supply contract negotiations
SECTION 3.
TIME 01 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"rHE CONSULTANT AND METHOD OF PAYME.NT
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 of the hourly rates set forth in this
n,is I
section an amount not-to-exceed $481J50.000 F amount shall coast full and complete
compensation for the COnStiltant' s, services Linder 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 work and services
performed for the month *Immediately preceding. Invoices will be due upon receipt and payable
within thirty (30) days, sub ect to is
I certification by the Director of the Water Department, or h'
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 prod Ucti.on 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 skill and care ordinarily exercised by other
professional consultants under similar c m
ircustances 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 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 Linder no
restraint or order which would prohibit performance of services under this Agreement.
SECTION 6.
ESTABLISHMENT AND MAINTENAN r CE OF RECORDS
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Records shall be maintained by the Consultant at its place of business witri 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'.
AUD11"'S AND INSPECTtONS
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 books,
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 stibcontractor agrees that the City shall, until the expiration of three (3) years after the final
payment and directly pertinent books, documents, papers and records of such subcontractor,
involving transactions 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 article, and shall give
subcontractor reasonable advance notice of'Intended audits.
SECTION 8.
fNDEMNITY
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
HEREUNDER, 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, THE
INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON OF
THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE, IN THIS
AGREEMENT.
SECTION 9.
COMPLIANCE WITH I,AWS
In providing the scope of services outlined herein, the Consultant shall comply with all applicable
laws, ordinances, and codes of the Federal, State and local governments.
Consultant certifies that on the day work is to commence Linder 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 subcontractor 'in the performanc "t is Agreement, that
such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this Agreement.
SECTION 10.
NON-DISCR1MINATION
During the perfon-nance 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,avallable to employees and applicants for employment, notices setting forth the provisions of
the non-discrimination clause.
Consultant also agrees that in all solicitations or ad verti seme tits for employees placed by or on
behalf of this Contract, that Consultant is an equal opporttinity employer.
Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation
shall be deemed sufficient for the purpose of meeting the requirements of this section.
SEcTiON 11.
M,ODIFICATION
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 fon-nat as the final
s ificatlon sly
pec owing the change or addition of a task, project schedule, deliverable document(s),
and schedule of payments.
SECTION 12.
PERSON-NEL
The Consultant represents that it has, or will secure at its own, expense, all personnel required 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 required hereunder will be performed by the Consultant or under its supervision and
all personnel engaged in the work 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, is available to ensure completion
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of the scope of services pursuant to ts Agreement.
SECTION 13.
ASSIGNABILITY
Neither patty hereto shall assign, sublet or transfel*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 deffiult because of any failure to perform under this
Agreement, if the failure arises from causes beyond the control and without the tatilt 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, ep*dem" I restrictions,n el 1 1, 1 ics, quarantine restrictions, strikes,,
freight embargoes, and unusually severe weather,
If Consultant falls,to begin work herein provided for within the time specified above, or to complete
such work within the tilne specified above, within the true meaning of this Agreement, City shall
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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
itten itemized statement of the total excess costs, and Consultant shall re,imburse City for such
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excess costs,without delay.
If, at any time during the term of this Contract, the work of Consultant fails, to meet the
specifications of the Contract Documents, City may notify Consultant of the deficiency in writing.
Failure of Consultant to correct such deficiency and complete the work required Linder this
Agreement to the satisfaction of City within ten (101), days after written notification shall constitute
default,, and shall result in ten-nination 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' fo�r 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 ten-ninote this Agreement for its convenience at any time by giving at least ten (1 0)
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 work 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 or other third parties. Consultant will make 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 ten-nination shall apply.
SECTION 16,
INSURANCE
Consultant shall maintain at its own expense the following insurance.-
1. Commercial General Liability (CGS)
$1,000,000 each occurrence
$,2,000, 010 aggregate firnit
2. Workers' Compensation
Statutory limits
Employer's liability,
$100,000 each accident/occurrence
$100,,000 Disease - each employee
$500,0� 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
$1,00,000 Property Dann age
5. Errors &Omissions (Professional Liability)
$
1,000,000 per claim and aggregate
- ,
The certificate of insurance shall document the City, of Fort Worth its' Officers Em pl oyees and
Volunteers as an "Additional fnsured" on all liability policies. The additional insured
requirement does not apply to Wolrl<ers' 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-r,enewed, 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. Blest 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/orl approved to do business in the State of
Texas. Except for workers' compensation, all insurers must have a minimum rating of A-.- VII in
the current A. M. Blest 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 fo is any differences s required. Excess Liability shall follow form of the
primary coverage.
Unless otherwise stated, all required insurance shall be written on the "olecurrence 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 colverage.
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 deten-nined 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 ftitonished 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 ot
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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
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Contract, venue for said action shall be 'in,Tarrant County, .Fexas.
SECTION 19.
AGRE4EVENT AMENDMENT
'"rhl*s 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 parties shall be sent by registered mail and be addressed as
fo,I lows-.
rf -'ANT
CITY OF FOR WORTH, CONISIUL'I'll
Mr. Frank Crumb, P.E. Mr. Doug Spiers,Es q., P.E.
Water Departrnent Director Vice President
City o f Fort Worth, Westin Engineering,, Inc.
1000 Throckmorton 3l Zinfandel Drive, Ste 300
Fort Worth, Texas 761012, Rancho Cordova, CA 95670
SECTION 21.
CAPTIONS,
The captions of this Contract are for informational purposes only and shall not in any way affiect 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 further force or effect.
EXECUTED,on this,the f
Westin Engineering,Inc. City,of Fort Worth,Texas,:
Fernando Costa
Its: Assitstan C* anager
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3
Date 13 D6 to
Approval Recommended
w i tness Trank Crumb, P.,E., Director
Fort Worth Water,Depar Linen
t
APPROVED AS TO FORM AND
LEG,A L ITY
Christa k. Reynolds
Sr. Assistant City Attomey
Al"TEST:
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City Secretary
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NO M&C R4QUIRED
Date
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, ,AL RecORD
(;,,joy Sf.CRETARY
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