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HomeMy WebLinkAboutContract 44766 (2)CITY SECRETARY CITY OF FORT WORTH, TEXAS CONTRACT NO. ,01 a..... STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home -rule municipality (the "CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Fort Worth Botanical Society Landscape Irrigation Audit. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Fort Worth Botanical Society Landscape Irrigation Audit. (2) 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 and/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 II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment 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 $28,193.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. 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 payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 1 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RECEIVED SEP 0 5 2013 Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 60 days, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 2 of 9 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Fort Worth Botanic Garden c. Fort Worth, TX 76107, Attention: Steve Huddleston, Senior Horticulturist, 3220 Botanic Garden Boulevard, Fort Worth, TX 76107, prior to commencement of work. d. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. e. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non -renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 3 of 9 f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. g. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. h. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. i. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. j. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. k. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. I. Consultant's liability shall not be limited to the specified amounts of insurance required herein. m. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 4 of 9 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) 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 any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant 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 any directly pertinent books, documents, papers and records of such sub -consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub - consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub -consultant reasonable advance notice of intended audit. (3) Consultant and sub -consultants 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. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 5 of 9 Article X Minority and Women Business Enterprise (M/WBE) Participation In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/ VBE") in City contracts. Consultant acknowledges the M/VVBE 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 the 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. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII 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. Article XIII 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 exhibits hereto. City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 6 of 9 Article XIV 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. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Richard Zavala, Director Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76155-1499 CC: Steve Huddleston Senior Horticulturist Fort Worth Botanic Garden 3220 Botanic Garden Boulevard Fort Worth, TX 76107 Consultant: Freese and Nichols, Inc. Attn: Donald W. Lampe, P.E, Vice President 4055 International Plaza, Ste. 200 Fort Worth, Texas 76109 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 7 of 9 Article XVI Headings The 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 City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 8 of 9 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the 64 day o , 2013. BY: CITY OF FORT WORTH (kV -- Susan Alanis Assistant City Manager Date: q I j 1 APPROVAL RECOMMENDED: B Richard Zavala irector, Parks and Community Services Department BY: CONSULTANT Freese and Nichols, Inc. e Donald W. La p , E. Vice President Date: `1-4-5 "44- 17/ 2 0 13 APPROVED AS TO FORM AND LEGALITY M&C No.: By: i1/11 , kt riA ' M&C Date: -Bola yids W. Mask Mu:! e rH • /(ve t Assistant City Attorney ATTEST: %)(Qlti' Mary J. Karer City Secretary City of Fort Worth, Texas Standard Agreement for Professional Services PMO Official Release Date: 05/04/2012 Page 9 of 9 IA OFFICIAL RECORD Clef SCRITARY FT. ) TX ATTACHMENT A SCOPE OF SERVICES FORT WORTH BOTANICAL SOCIETY LANDSCAPE IRRIGATION AUDIT 1. BASIC SERVICES: Freese and Nichols, Inc. (FNI) shall render the following professional services in connection with the landscape irrigation audit and raw water filtration system for the Fort Worth Botanical Society (FWBS) on behalf of the Fort Worth Botanic Gardens (FWBG). 2. PROJECT UNDERSTANDING: FNI understands that the Fort Worth Botanic Gardens desires to incorporate water conservation measures to the landscape irrigation systems currently serving the FW Botanical Gardens. The Gardens are currently served by a raw water system for irrigation. This project includes a limited audit of the existing landscape irrigation system to include controls and distribution system and recommendations for improvements to provide water conservation measures. Additionally FNI will provide recommendations to incorporate a raw water filtering system to reduce maintenance on the landscape irrigation distribution system. 3. PROJECT MANAGEMENT AND MEETINGS: FNI will provide project management services including project coordination and communications with the FWBS, monthly status reporting (at a minimum), project invoicing, up to two (2) team meetings with FWBS, FWBG and City of Fort Worth staff. 4. EXISTING CONDITIONS ANALYSIS (AUDIT): This task includes data collection, investigations, and assessments to compile an understanding of the existing Botanic Gardens landscape irrigation system. The results of this audit will be used to compare cost and water savings against recommended system improvements. A. Data Collection i. Obtain as -built plans from FWBG or the CFW. ii. Obtain CADD files of the existing irrigation systems, where available. iii. If CADD files are not available, pdf files of the existing "as built" or record drawings will be utilized for the report and recommendations. iv. Consult with FWBG and CFW staff regarding the operations of the existing systems. v. Observe operations of the existing landscape irrigation system and document operations and deficiencies in both the distribution system and the control systems. A-1 1. The term distribution systems include sprinklers, valves, backflow preventers, valve boxes. 2. The term controls include individual irrigation controllers, rain and freeze stats and other related control features for the landscape irrigation system. vi. Collect raw water quality data to determine the most favorable treatment technology available for removal of particles. 5. RECOMMENDATIONS: A. FNI will make recommendations to correct deficiencies in the distribution system to include sprinkler head/nozzle adjustments or replacements, sprinkler head layout modifications, zone adjustments to break down zones into distinct micro -climates and component replacements with more efficient products. B. FNI will make recommendations to incorporate Evapotranspiration Technology (ET) into the control systems. In addition FNI will make recommendations to centralize the controls into a single central pc based operation. FNI will make recommendations for automatic ET daily adjustments based from downloadable ET databases. FNI will make recommendations for downloads based on location and non -paid subscriptions to the owner. FNI will include an option to provide a separate on site weather station. C. FNI will make recommendations for a raw water filtering system for the landscape irrigation system to reduce the maintenance costs of cleaning and replacing control valve diaphragms and sprinkler nozzles caused by dirt and debris in the raw water supply. i. Identify the most favorable location for the proposed particle filtration system for the current water supply. ii. Develop a flow diagram, layout and opinion of probable construction cost (OPCC) for the recommended alternative. 6. DELIVERABLES: A. FNI will document the analysis in a report with narrative text to include assumptions, calculations, alternatives considered, factors considered in decision making and recommended alternatives. Report graphics will be of sufficient detail to serve as schematic design. B. One (1) digital copy (PDF) and two (2) hard copies of the draft report will be provided to the FWBS for review. C. FNI will meet with FWBS and receive comments on the report. FNI will incorporate comments into final report. A-2 D. One (1) digital copy (PDF) and four (4) hard copies of the final report will be provided to the FWBS. 7. ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER, which are not included in the above described basic services, are described below. A. Preparation of final design documents or specifications for the alternatives identified during this study. B. Coordination with other agencies, the public or other project stakeholders beyond the coordination identified above. C. Additional alternatives to be detailed modeled or evaluated, including analysis of study areas beyond those outlined in scope of work. D. Field surveying required for the preparation of analysis. E. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. F. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of FNI. G. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. H. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Provide Geotechnical investigations, studies and reports. J. Visits to the project areas or City facilities in excess of the number of trips, coordination meetings or contract completion activities as defined in Basic Services. K. Providing environmental investigations coordination with environmental resource agencies, jurisdictional determinations, and state or federal permitting. L. Providing basic or additional services on an accelerated time schedule. The scope of this service includes cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the OWNER. M. Cost of additional analytical services to evaluate raw water quality if water quality data is not sufficient. A-3 ATTACHMENT B COMPENSATION Engineering Services for Fort Worth Botanical Society City Project No. Lump Sum Project I. Compensation A. The ENGINEER shall be compensated a lump sum fee of $28,193.00 as summarized in Exhibit B-1 — Engineer Invoice and Section IV — Summary of Total Project Fees. The total lump sum fee shall be considered full compensation for the services described in Attachment A, including all labor materials, supplies, and equipment necessary to deliver the services. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. Partial payment shall be made to the ENGINEER monthly upon City's approval of an invoice prepared and submitted by the ENGINEER in the format and including content as presented in Exhibit B-1, Progress Reports as required in item III. of this Attachment B, and Schedule as required in Attachment D to this Agreement. B. The estimated current physical percent complete as required on the invoice shall be calculated from the progress schedule as required in Attachment D to this Standard Agreement and according to the current version of the City of Fort Worth's Schedule Guidance Document. C. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Parks and Community Services Department monthly progress reports and schedules in the format required by the City. City of Fort Worth, Texas Attachment B PMO Official Release Date: 5.19.2010 Page 1 of 3 B-1 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Prime Consultant Freese and Nichols, Engineering Inc. Proposed M/WBE Sub -Consultants Non-M/WBE Consultants N/A Project Number & Name Fort Worth Botanic Gardens Landscape Irrigation Audit City M/WBE Goal = % City of Fort Worth, Texas Attachment B PMO Official Release Date: 5.19.2010 Page 2 of 3 TOTAL Total Fee $28,193.00 Fee Amount $28,193.00 % 100% $28,193.00 100% M/WBE Fee Consultant Committed Goal = $ M/WBE % % % B-2 EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across work types and work phases. City of Fort Worth, Texas Attachment B PMO Official Release Date: 5.19.2010 Page 3 of 3 B-3 ATTACHMENT B-1 COMPENSATION Lump Sum: Compensation to FNI shall be the lump sum of Twenty Eight Thousand One Hundred Ninety Three Dollars ($28,193). If FNI sees the Scope of Services changing so that additional services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER'S approval before proceeding. Additional Services shall be computed based on the Schedule of Charges. Schedule of Charges: Position Rate Professional - 1 105 Professional - 2 127 Professional - 3 144 Professional - 4 165 Professional - 5 193 Professional - 6 222 Construction Manager - 1 84 Construction Manager - 2 109 Construction Manager - 3 128 Construction Manager - 4 160 CAD Technician/Designer - 1 89 CAD Technician/Designer - 2 116 CAD Technician/Designer - 3 142 Corporate Project Support - 1 85 Corporate Project Support - 2 103 Corporate Project Support - 3 137 Intern/ Coop 52 Rates for In -House Services Technology Charge Bulk Printina and Reproduction $8.50 per hour Black and White $0.10 per copy Color $0.50 per copy Travel Plot - Bond $2.50 per plot Standard IRS Rates Plot - Color $5.75 per plot Plot - Other $5.00 per plot Binding $5.75 per book OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These rates will be adjusted annually. 2-022013 1fl'aii4 sr.111 t Jii1ki!.5 4055 International Plaza, Suite 200 • Fort Worth, Texas 76109 • 817-735-7300 • fax 817-735-7491 • www.freese.com August 19, 2013 Steve Huddleston Senior Horticulturist Fort Worth Botanic Garden 3220 Botanic Garden Boulevard Fort Worth, TX 76107 Dear Mr. Huddleston: In response to our recent conversations with the FW Botanical Gardens we are pleased to submit this contract for execution to provide professional engineering services for the landscape irrigation audit and raw water filtration system. Freese and Nichols (FNI) offers professional services in connection with the development of the project as indicated in Attachment "A" attached hereto. The contract and related appendices are attached herein for execution. As soon as we have received a signed contract and notice to proceed we will begin the work as described. We appreciate this opportunity to work with you on this project. If additional information or clarification is desired, please do not hesitate to contact us. If you are in agreement with the services described above and wish for us to proceed with this assignment, please initiate contract proceedings. Yours very truly, SE AND NICHOLS, INC. obe(1 J. Kinkel roject Manager Donald W. Lampe, P.E. Principal