HomeMy WebLinkAboutContract 44500 CITY'SEC xmu
COWMCT
STATE OF TEXAS
COUNTIES OF TARRANT §
DENTON AND WISE
THIS AG RE EMENT 'is rude and executed by and between the City of Fort Forth, Texas,
a municipal corporation situated 'n Tarrrant, Denton and Wise Counties, Texas, hereinafter called the
"City", acting herein by and through Fernando Costa, its duly authorized Assistant City Manager,
and Westin Engineering, Inc hereina.f er ca.11.ed the "Consultant," acting herein by and
through , its duly author' �d
WHEREAS, the City desires t
"improve its customer metering operating performance
and meter testing program; and
WHEREAS, the City desires tolitre a professional firm knowledgeable and experienced in
performing such services, and
WHEREAS, the Consultant has represented that it is knowledgeable and experienced '111
performing Such services.
NOW, THEREFORE, that for and in coinsideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby covenant and agree as follows
SECTION 1.
In this Contract, the following words and phrases shall he defined as follows:
City's Re resentative means t;he Director of'the Water Department or his designee.
Contract Documents r rams 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 wort. tasks and/or sUbta.sks. 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 ,g%n word. It
also authorizes future 'invoices to be 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
rate-setting practices and policies.
RECEI VED JUN
EOFFICIAL
Jr01TY S I
,CITY SECRETARY
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SECTION 2,
SCORE QF SERVICES
The Consultant, shall develop a program to establish and commence proactive and ongoi g meter
test' IMUM performance measurement. A meter testing plan
,i-n,g for large meters to help ensure opt'
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will 1 dude defining groups, test standards and schedules to assure all large meters within the
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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 prograrn and document updates
SECTION 3.
'TIME OF PEPX-AORDANCE
Services of the Consultant shall commence upon execution of this Agreement. Unless otherwise
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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 September '13, 2013.
SECTION 4.
COMPENSATION TO T14E CONSULTANT AND NfETHOD 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 of the hourly rates set forth 'in this,
sect-ion an amount not-to-exceed $45,795.0�0. This amount shall constitute full and complete
compensation for the Consultantf s services Linder this Agreement, :including all expenditures, made
and expenses 'incurred by the Consultant, in perform'Ing 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, 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 Include, but are not necessarily
limited to subcontractors expenses, travel, report production and other out-of-pocket expenses,
which shall be paid based upon actual cost, supported by such docurnentation as the City may
reasonably request.
SECTION 5.
PROFESSIONAL RESPONSIBILITY AND WARRANTY
Consultant shall perform services consistent with ski ord'skill and care ar'ly exercised by other
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professional consultants under similar circumstances, 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 ofthi's Agreement. Consultant further warrants that it will perform all services under this
Agreement 'in a safe, efficient and lawful manner using i,naustry accep�te d practices, and in full
compliance with all applicable state and federal laws governing its activities and is under no
restrai.nt or order whi,ch would prohibit performance of services Linder th is Agreement.
SECTION 6,
ESTABLISHMENT AND, MAINTENANCE OF RECORDS
,Records, 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 fbr a period of three (3) years after
receipt of final payment tinder this Agreement.
SECTION 7.
AUDITS AND INSPECTION'S
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 pert[nent, 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 thi's section., The City shall give Consultant reasonable
advance notice of intended audits.
The Consultant further agrees to iclude 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 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 Ivork,
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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, AGENT'S AND EMPLOYEES FROM AND AGAINST
ANY AND ALL THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF
ANY KIND, BROUGHT AGAINST SAID PARTIES TO THE EXTEN ` CAUSED BY THE
NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT T R ANYONE FOR
WHOM IT IS LEGALLY LIABLE IN THE 'E O ANC OF SERVICES
HEREUNDER. THE CONSULTANT T IS NOT REQUIRED HER-EUNDER TO DEFEND,
INDEMNIFY AND HOLD, HARMLESS TH E CITY OF FORT WORTH AND ITS
OFFICIALS,AGENTS AND EMPLOYEES ROM LIABILITY RES ' L"Y"ING ROM THE
NEGLIGENCE O WRONGFUL ACTS OF THE CITY R A THIRD PARTY. THE
INDEMNITY Y REQUIRED HEREUNDER SHALL NOT BE, LIMITED BY R EASON OF
THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE, IN THIS
SECTION
COM..I''LIANCE WITH LAWS
In providing the scope of services outlined herein, the Consultant shall compily with all applicable,
laws, ordinances, and codes of the Federal, State and local governments.
Consultant certifies that on the day work is to commence under this Agreement and d uring -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.
Cons ultant also certifies that if it uses any subcontractor in the performance of this 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 '1
ON-OISCWMINA TIO '
During the performance 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 C`onsultant. 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
behalf ofthis Contract,that Consultant is an equal opportunity employer.
Notices, advertise rents, and solicitations placed in accordance with federal la , rule or regulation
shall he deemed sufficient for the purpose o r meeting the requirements of this section.
SECTION 11.
MODIFICATION
No modification of this Agreement shall he binding on Consultant or the Cite unless set out in
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writing and signed by both, parties. Modifications shall be in the same format as the, final
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spect icat*on show* g the change or addition of a task, project schedule, deliverable document(s),
and schedule of payments.
SECTION 1.2.
PERSONNEL
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 pertbrmed 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, Howard Richards, is available to
ensure completion of the scope of services pursuant 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 t"allure arises from 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 Goverrurient,
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i 't her its sovereign I ics, qUa M restrictions, strikes,
n el ign or contractual capacity, fires, flood, ep'dem* rant e
-freight embargoes, and unusually severe weather.
If Consultant fails to begin work here ei-n provided for within the time specified above, or to complete
such work within the time specified' above, within the tree 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 ed statement of the total excess costs, and Consultant shall reimburse City for such
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excess costs without delay.
If, at any time durig the terms, of this Contract, the work of Consultant falls 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 under. this
Agreement to the satisfaction of City within ten (1 01) days after written notification shall constitute
default, and shall result in termination of this Agreement. All costs and attorneys t`ees 'incurred by
City i the entbrcement 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 givilig, 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 work completed or in progress, and for costs
reasonably *incurred to close Out its project services. uornpensation is to iclude 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 termination shall apply.
SECTION 16,
INSURANCE
Consultant shall mainta-M at Its own expense the following insurance:
L' Commercial General Liability(CGL)
$1 1,0010,000 each occurrence
$2,0010,,0010 aggregate limit
2. Workers'Compensat ion
Statutory limits
Employer's liability
$100,,0001 each accident/occurrence
$100.,0100 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:
$2501,0100,Bodily Injury per person/
$500,000 Bodily Injury per accident
$100,000 Property Damage
5. Errors&Omissions (Professional Liability)
$1,0010,000 per 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, Workers 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-renewed, 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 co�mplete in its entirety, 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 bLiSines,s in the State of
Texas. Except for workers' compensation, all insurers must have a minIMLIal 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. If the rating is below that required', written
approval of'Ris,k Management is required.
if insurance policies, are not written for specified coverage limits,, an Umbrella or Excess
Liability *insurance for any differences 'i's required. Excess Liability shall follow form, of the
primary coverag,e,
Unless otherwise stated, all required Insurance shall be written on the "occurrence basis". If
covera I claims- ode basis, the retroactive date shall be co*nc*dent with or
,ge s underwr*tten, on a cla"
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 t'bllowing 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 covetiage.
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 premiurn for such additional coverage plus 10%.
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CertiTt,cates of Insurance shall be furnished to the City upon the request of the City.
SECTI ON 17.
SEVERABILITY
If any portion of this, Contract is held to be void, invalild, or otherwise unenfiorceable, in whole or
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part,the riemam* ing portions of this Contract shall remain *in effect.
SECTION 18.
VENUE
Should any action, whether real or rise rted, at law or 'in equi,ty, arise out of the, to of this
,Contract, venue for said action shall be in Tar rant COUnty, Texas.
SECTION 19.
AGREEMENT AMENDM-FNT
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This, Contract and all attachnients 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 m writm
ay only be modified in ' g si gned by both parties.
SECTION 20.
NOTICES
All written notices to the respective parties, s'hall be sent by registeried mail and, be addressed as
follows:
CITY' OF FORT WORTH CONSULTANT
Mr., Frank CrUmb, P.E. Mr. Doug Splier's, Esq., P.E.
Water Department Director Vice President
City of Fort Worth Westin Engineering,, Inc.
1000 Throckt-norton 3 1001 Zi.nfandel Drive,, Ste 300
Fort Worth,Texas 76102 Rancho Cordova,CA 95670
SECTION 21.
CAPTION'S
The captions of this Contract are for M' formational purposes only and shall not 'in any way,affect the
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substantive terms and condit ions of the Contract.
SECTION 22.
CONFLICTS
This, Contract is the sole ee een the City and the Consultant anid any and all other prior
agreements,, whether,oral or written,, are merged into this,Contract and of no further tb' rice or elfect.
EXECUTED on hl" the
y
Westin Engl* eerin , Inc. City of Fort Worth,Texas:
75 ;7�
T-61-t Le Fernando Costa
Its: tA) Ass s, tLnagl r
Date .date
Approv, Recommended
Witness, Frank- Crumb, P.E., Director
Fort Worth Water Department
APPROVED AS TO,FORM AND
LEGALITY
C't"PX_.
ClU sta Reynolds
Sr. Assistant City Attor ey
00000
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Mary Kayser
City Secretary 14 0
icy
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COMM it"X, � �
No la&:c RliQUIREM
Date
OFFICIAL
CITY
no WORTHj