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HomeMy WebLinkAboutContract 41433T ' , I STATE OF TEXAS § § COUNTY OF TARRANT § CITY SECRETARY / ,, I \ ?:~ CONTRACT NO._--+ ___ "'-' ..... ~-o.:J- KNOWN ALL BY THESE PRESENTS : THIS AGREEMENT, entered into the \ \t'lJay of ~.~, 2011 by and between the City of Fort Worth , a home-rule municipal corporation situate in Tarrant, Denton , Parker, and Wise Counties, Texas, acting herein by and through its duly authorized Assistant City Manager, hereinafter called the "City", and CP&Y, Inc ., an independent consultant "Consultant". City and Consultant may be referred to herein individually as a Party, or collectively as the Parties . WITNESSETH That for and in consideration of mutual covenants and agreements herein contained , the Parties hereto mutually agree as follows : ARTICLE 1 SERVICES Section 1. Consultant hereby agrees to perform as al) independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with City's Standard Construction Specification Documents . ("Project"). Section 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. ARTICLE2 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 $45,902 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX : I I ·-------~ . ' Acceptance by Con s ultant of s aid payment shall operate as and shall relea se the City from all claims or liabilities under thi s Agreement for anything related to , done , or furni shed in connection with the se rvice s for which payment i s made , including any act or omission of the City in connection with s uch services. ARTICLE3 TERM Until the completion of the s ubject matter contemplated herein , whichever occurs fir st. ARTICLE 4 INDEPENDENT CONTRACTOR Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, se rvant, or employee of the City. Con sultant shall have exclusive control of and the exclusive right to control the detail s of its work to be performed hereunder and all perso ns performing same , and sh all be so lely responsible for the acts and omissions of its officers, agents , employees, contractors and subcontractors . The doctrine of respondent s uperior shall not apply as between City and Con sultant, its officers, agents, employees, contractors, and s ubcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Con sultant. ARTICLE 5 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 1. Work performed by Con s ultant shall comply in all as pects with all applicable loc al , state and federal law s and with all applicable rule s and regulations promulgated b y the local , state and nat ional board s, bureau s a nd age ncie s. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Con s ult ant or it s officers, age nt s, employees, contractors and s ubcontractors for the accuracy and competency of it s services performed hereunder. Section 2. In accordance with Tex as Local Government Code Section 271.904, the Con s ultant shall indemnify , hold harmle ss, and defend the City agai nst li a bility for any dam age caused by or re sulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Con sultant or Con s ultant 's agent, consultant under contract, or another entity over which the Con s ultant's exercises control. Profess io na l Se rvi ces Co ns ult ant Agree me nt Rev 10 .6 .09 ARTICLE 6 INSURANCE Section 1. Pa ge 2 o f 11 Consultant shall not commence work under this Agreement until it has obtained all in s urance 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 in s ured 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 Section 2. Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant 's worker's compensation in surance 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 Dena Johnson, P.E., Program Management Office, 1000 Throckmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. 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 shaJJ be acceptable in the event of non-payment of premium. e. Insurers mu st be authorized to do bu siness in the State of Texas and have a current A .M. Bes t rating of A: VII or equivalent meas ure of financial s trength and so lvency. f. Other than worker's compensation insurance, in lieu of traditional in surance , City may consider alternative coverage or risk treatment measures through in s urance pools or risk retention groups. The City mu st approve in writing any alternative coverage. Profess ional Services Co nsultant Agreement Rev 10 .6.09 Page 3 o f 11 g. 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. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. 1. 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 . J. 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. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. 1. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents . ARTICLE7 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 8 TERMINATION OF CONTRACT Section 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 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter Section 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. Section 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, Pro fess io nal Se rvices Co ns ultant Ag ree me nt Rev 10 .6.09 Pa ge 4 o f 11 • 1 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 9 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 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 . (b) 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 subconsultant, involving transactions to the subcontract, and further, that City shall have acce s s 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 article. City shall give Consultant and any subconsultant reasonable advance notice of intended audit. (c) Consultant and subconsultants 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. ARTICLE 10 MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the part1c1pation of minority business enterprises and woman business enterpri ses ("M/WBE") 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 the Consultant may re sult 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 11 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 exi st or may be enacted later by governing bodies having jurisdiction or Profess iona l Se rvices Co nsult ant Agree ment Rev 10 .6.09 Page 5 o f 11 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 12 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 law s of the State of Texas. ARTICLE 13 CONTRACT CONSTRUCTION The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revi sed this Agreement and that the normal rule of con struction 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 14 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 s uch word, phrase , clause, sentence, paragraph, section, or other part of this Agreement to other pers ons or circumstances shall not be affected thereby and this Agreement shall be construed as if s uch invalid or uncon stitutional portion had never been contained therein. ARTICLE 15 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 addres s of the other Party shown below: City of Fort Worth Attn: Dena Johnson, P.E. Program Management Office 1000 Throckmorton Street Fort Worth, Texas 76102 Profess io na l Services Cons ult ant Agree me nt Re v 10 .6.09 Page 6 of 11 .. . ' CP&Y , Inc 115 West ih Street, Ste 1500 Fort Worth, TX 7 6102 ARTICLE 16 HEADINGS The heading s contained herein are for the convenience in reference and are not intended to define or limit the sco pe of an y pro visio n of this Agreement ARTICLE 17 COUNTERPARTS Thi s Agreement may be executed in one or more counterparts and each counterpart shall , for all purpo ses, be deemed an original , but all s uch counterparts shall together constitute but one a nd the same in strument. Profess io na l Services Consu ltant Agreement Rev 10 .6.09 (Remainder of Page Intentionally Left Blank) Page 7 of 11 ., .. .. .. IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: Fernando Costa Assistant City Manager RECOMMENDED: APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney ATIEST: Date Professional Services Consultant Agreement Rev 10 .6.09 CP&Y, Inc. 2kLJ~ Michael Graves, P .E. Senior Associate Page 8 of 11 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX " '. .. ' ... ATTACHMENT "A" SCOPE OF SERVICES Objective The objective of Tasks 1 through 6 is to provide project management support/training, project controls support, and administrative support for the City of Fort Worth's Aviation Department, as an extension of City staff. Scope of Services Task 1 -Project Management 1.1 Managing the Team • Consultant will manage the work outlined in this scope to ensure efficient and effective use of Consultant's and City's time and resource s. Consultant will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address iss ues with the City's Project Manager and others as neces sary to make progress on the work. 1.2 Communications and Reporting • Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the City. Task 2 -Aviation Training Consultant shall prepare and conduct three (3) 4-hour workshops to provide training for the City 's Aviation Department Project Manager. Workshops will address the following topics: 2.1 FAA Forms 2.2 Technical Tips for Design Review 2.3 Guideline s for CIP Planning in Aviation Task 3 -Project Controls Support Consultant will maintain monthly schedule update s for Aviation projects, including: 3.1 Maintain monthly schedule updates for aviation projects submitted by the City Project Manager, consultant and/or contractor. 3.2 Po st updated sc hedules and cost reports to the Aviation folder on SharePoint monthly. 3.3 Conduct a monthly analysis of consultant and city sc hedules. 3.4 Attend meetings with consultants or contractors to inform and clarify new CIP project schedule requirements. Any meeting(s) will be conducted on an as-needed basis. 3 .5 Assist with creation of Aviation sc hedule templates to be posted on BuzzSaw for use by consultants. Profess iona l Serv ices Con s ultant Agreement Re v 10 .6.09 Pa ge 9 o f 11 ;. ,., 3.6 Conduct two (2) 2-hour training sessions to mentor the Aviation Project Manager regarding scheduling guidelines. 3.7 Create and run up to four (4) monthly reports for Aviation projects based on information maintained in the P6 project scheduling tool. Assumptions: • The level of effort estimated for Tasks 3.1 through 3.3 i s based on up to 21 aviation projects. Task 4 -Project Administrative Support Consultant will assist with the preparation and maintenance of project budgets and information in CPMS for existing and new projects , including: 4.1 Correct and update budget information in CPMS for an estimated 5 projects. 4.2 Perform data input into CPMS for an estimated 75 planned projects. 4.3 Reconcile budget information in CPMS for an estimated 16 projects . Task 5 -Business Process Training Consultant will provide mentoring to staff in the Aviation Department regarding the City 's business processes for capital project management, i.e . baselining schedules, document man agement, and MWBE/DBE requirements. Specific tasks will include : 5.1 Review Integrated Program Management (IPM) Core Management training with Aviation staff. 5.2 Ass ist with cro ss -training of Aviation staff. Task 6 -Documentation of Business Processes Consultant will assist with the documentation of busines s proce sses for the Aviation department to assist and facilitate for future use, or future training of Aviation staff. Specific ta sk s will include: 6.1 E stabli sh checklists and document business processes for the Aviation Department. Review existing business processes documented for the Aviation Department, and update to incorporate new City or Integrated Program Management (IPM) policies . 6.2 E s tabli sh a central location for the Aviation Department to maintain bu sine ss resource s, workflows and templates. Schedule Assumptions The following schedule i s established for Task s 1 through 6: • Estimated Start Date : January 3, 2011 • Estimated End Date: April 1, 2011 Profess ional Serv ices Co nsuh ant Agree ment Re v 10.6.09 Page IO of 11 ., , J', ATTACHMENT "B" FEE SCHEDULE For the services de scri bed in Attachment "A", the Consultant shall be compensated by the City for Time & Material, base d on a raw salary multiplier of 3.1, for an amount not to exceed $45 ,902.00. Pro fess iona l Services Cons ult ant Agreement Rev 10 .6.09 Page 11 of 11