Loading...
HomeMy WebLinkAboutContract 60787CSC No. 60787 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This PROFESSIONAL SERVICE AGREEMENT ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and BLACK and VEATCH CORPORATION authorized to do business in Texas ("CONSULTANT"), for a project generally described as: WATER and WASTEWATER DESIGN PROJECT. Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to Forty -Eight Thousand, Seven Hundred Dollars ($48,700.00) in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term of Payment Time is of the essence. The term of the Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to the schedule, whichever occurs first, unless terminated in accordance with the terms of the Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 1 of 16 Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of 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 Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product 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 performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFY AND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment E and City has approved such insurance. Article VIII Force Majeure City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 2 of 16 due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that 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 subcontractor agrees that 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 subcontractor(s), 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. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 3 of 16 (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. 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 XII Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with City's Business Equity Ordinance No. 25165-10-2021 (replacing Ordinance No. 24534-11-2020, as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Consultant acknowledges the MBE and WBE goals established for Agreement and its execution of this Agreement is Consultant's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XIII 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 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 or its subcontractor(s). Article XIV Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 4 of 16 Article XV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of 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. Agreement shall be construed in accordance with the laws of the State of Texas. Article XVI Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVII Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of 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 Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVIII Notices Notices regarding Articles IX or X are to be provided 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: Dana Burghdoff Asst City Manager, City Manager's Office 200 Texas Street Fort Worth, Texas 76102-6314 City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 5 of 16 Consultant: Black & Veatch Corporation Attn: Andrew Chastain -Howley 11401 Lamar Ave Overland Park, KS 66211 Chastain-HowlevA(obv. com All other notices may be provided as described above or via electronic means. Article XIX Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during he term of the contract. Article XX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 6 of 16 Article XXI Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Article XXII 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 Agreement. Article XXIII Attachments, Schedules and 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. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation Attachment C — Negotiated Changes to Agreement Attachment D - Project Schedule Attachment E — Insurance Requirements City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 7 of 16 Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH CONSULTANT Black & Veatch Corporation Dana Burghdoff (Jan 9, 2024M-e6 CST) - Dana Burghdoff Andrew Chastain -Howley Assistant City Manager Associate Vice President Date: 444 �Il Januar 9, 2024 F°°Rr�ao Date• Y � cF �a o-o ATTEST: a 000Q t p a� a�Il nEXA5oq �/J� Jannette Goodall City Secretary APPROVAL RECOMMENDED: chl- ttovhel- fAgdel- Christopher Harder (Jan 10, 202412:00 CST) By: Chris Harder, P.E. Director, Water Department APPROVED AS TO FORM AND LEGALITY Form 1295 No. M&C No.: DBlack (Jan 18, 2024 14:15 CST) By: Douglas W Black M&C Date: Sr. Assistant City Attorney Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Re" i Regina Jones Contract Compliance Specialist OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 8 of 16 Attachment "A" ARTICLE I SCOPE OF SERVICES BASIC ENGINEERING SERVICES A. Project Description This scope of services is prepared for Fort Worth Water Department (FWWD). The goal of this project is to aid FWWD to develop an Update to the Real Water Loss Management Plan. B. Scope of Services Description This project will review the current methods and monitoring of water loss conducted by the Fort Wort Water Department (FWWD) and provide a review and recommendations for updates and improvements. The project will include an updated review of leakage detection practices including training, review of metrics and trends over the past three years. This will include: • Workshop and visits with Field Operations to determine current practice and immediate and long-term needs • Update of the leakage component analysis using Water Research Foundation (WRF) 4372 software and evaluation of Real Losses • Comparison of component analysis with one conducted for 2018 data • Review of water use and loss reporting to the State • Level 1 validation of the internal AWWA water balance data including all water audit data inputs for the most recent submittal year. The services provided by the ENGINEER following the Project Initiation meeting are organized in four tasks: City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 9 of 16 Task 1 — PROJECT MANAGEMENT AND DATA COLLECTION Task 1A. Meetings, Workshops and Project Management Black & Veatch will provide overall management for the project. Prepare budget, schedule, and review ongoing activities. Manage technical resources, and coordinate with FWWD. Prepare monthly invoices, including a status report covering work completed during the current billing period and work anticipated for the upcoming period. Review progress with FWWD staff on a regular basis. Conduct monthly review meetings to discuss current project status and to solicit input from staff regarding current work activities. Provide meeting notes including key decisions and action items of each meeting. Deliverables: Monthly invoice and status report. Monthly meetings and meeting notes as appropriate Task 1A. Data Collection and Re-evaluation of Current Practice Black & Veatch will provide a data request and conduct a workshop with Field Operations and Management to determine the current conditions and anticipated future needs for water loss control. In Task 1A, the evaluation will be focused on the collecting, and recording of the basic water loss and non -revenue water inputs to the AWWA M36 water audit and a re-evaluation of the practices and procedures currently in place. This will include thefollowing information. Deliverables: • Workshop with Field Operations and Management • Report upon the current practice and datasources. Task 2: WATER LOSS REVIEW. Task 2 is designed to develop an analysis of the water loss factors and is proposed to include a leakage component analysis using the software developed for WRF 4372 for the calendar year 2022. Task 2A: Analysis of Leakage and Leak Detection Black & Veatch will transition the collected data developed from Task 1 into the models developed for component analysis and active leakage detection. Main and service line failure data will be collected and incorporated into the analysis. This Task will also evaluate current leakage detection practices and advise on best practices and technologies. City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 10 of 16 Deliverables: • Report including the following: o Review of current equipment, practices and advise on future best practice, including use and placement of data loggers. o Completed Component Analysis Software (WRF 4372) document o Report upon the component analysis outputs Task 2B: Evaluation of Water Audit Reporting This task is designed to review the system water audit methods, trends, and reporting to the State. This is intended to be a desktop Level 1 validation, not an in-depth analysis. Confirmation of the metering and distribution of produced water from the water treatment plants will be assessed. Billed Metered consumption volumes will be conducted by reviewing retail customer billing records. Authorized Consumption includes all the metered and billed volumes, but also items such as system flushing, fire -fighting, fire hydrant testing, new water main filling, and flushing, street cleaning and water treatment plant uses which are authorized uses (not losses). These items will be evaluated in this Task. Deliverables: • Validation of datasets through analysis and meetings with FWWD staff to discuss the data • Workshop(s) to discuss data and conduct validation interviews • Review of water loss reporting to the State Task 3 — UPDATE TO THE REAL WATER LOSS MANAGEMENT PLAN The Update to the Real Water Loss Management Plan will bring together all of the Task information noted above into a single report structure. The goal is to update the 5-year road map for real water loss monitoring and control in the City. Priority recommendations will be provided to FWWD as soon as they are developed to allow for expedited water loss control (if applicable). Deliverables: • Real Water Loss Plan Update Draft and Final reporting o Recommendations for water loss control implementation activities. o Recommendations for data validation and monitoring improvements. • Workshop/Presentation on Final Report and findings City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 11 of 16 City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 12 of 16 ATTACHMENT B FEE SCHEDULE COMPENSATION Tasks 1 through 3 will be executed on a time and materials basis to a not to exceed fee of $48,700. The project will be billed monthly on percentage complete basis. This assumes that all hydraulic modeling and any related fieldwork will be completed by FWWD staff. The estimated breakdown for Tasks 1 through 3 is as follows: Task 1 A. Project Management $9,120 Task 1 B. Data Collection and Re-evaluation of Current $9,360 Practice Task 2A: Analysis of Leakage and Leakage Detection $12,520 Task 213: Evaluation of Water Audit Reporting $5,740 Task 3. Update to Water Loss Management Plan $11,960 Total $48,700 INFORMATION REQUEST A list of information to be provided by the City will be provided upon Notice to Proceed. City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 13 of 16 ATTACHMENT C NEGOTIATED CHANGES TO THE AGREEMENT, IF ANY City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 14 of 16 ATTACHMENT D PROJECT SCHEDULE PROJECT SCHEDULE It is anticipated that the draft report will be issued within four months from receiving the Notice to Proceed, with the final report being issued within six months. Note that this is contingent upon receipt of requested data within two weeks from request. ATTACHMENT C -PROJECT SCHEDULE I October November December January February March WK1 WK2 WK3 WK4 WKS WK1 WK2 WK3 WK4 WK1 WK2 WK3 WK4 WK1 WK2 WK3 WK4 WKS WK1 WK2 WK3 WK4 WK1 WK2 WK3 WK4 WK5I Project Initiation Meeting * I Task IA. Project Management ITask 113. Data CollectionandRe-evatuationofCurrentPractice I ITask 2A: Analysis of Leakage and Leakage Detection I ITask 2B: Evaluation of Water Audit Reporting ITask 3. Update to Water Loss Management Plan City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 15 of 16 ATTACHMENT E INSURANCE REQUIREMENTS City of Fort Worth, Texas [Insert Project Name] Standard Agreement for Professional Services [Insert Project Number] Revision Date: November 23, 2021 Page 16 of 16