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CITY OF FORT WORTHf TEXAS CONTRACT NO. Z)
STANDARD AGREEMENT FOR PROFESSIONAL, SERVICES
This AGREEMENT is, between the City of Fort Worth, a Texas home-rule municipality
(the
, and MWH Americas, Inc., authorized to do business in, Texas, an independent
contractor ("Consultant"'), 'for a PROJECT generally described as On-Call Water and
Wastewater Hydraulic Modeling Task Order Contract.
Article
Scope of Service:
(1) Services
Consultant hereby agreles to provide the City with professional consulting services
for the purposes of On-Call Professional for Water and Wastewater Modeling.
Attached hereto and incorporated for all' purposes incident to this Agreement its
Exhibit "A", Scope of Work,: more specifically describing the services to be
provided hereunder.
(2) 'Task Orders
City Willi issue in writing an Individual Task Order, to Consultant, authorizing the
Consultant t perform work under this Agreement. Consultant shall net perform
work and/or service outside the Scope of Services of the Agreement nor without
Task Order issued by the Water Plianini,ng and Development Engineering Manager.
City reserves the right to, s llely determine the issuance of Individual Task Orders to
Consultant for work. Nothing hereein shall guarantee to ,the Consultant any amount
of work under this Agreement and compensation shall be made to the Consultant
pursuant to xril "l firm directed t be performed, by the pity's Task Order
completed by Consultant..
Article Ill
Compensation
Consultant ,shall be compensated in accordance with the f=ee Schedule shown in xhibi
"Bi". 'Payment shall be oonsideired full compensation for all labor, materials, supplies, and
equipment necessary to o lete the services described in Attachment `'A". H'owever, the
total fee paid by the City shall not exceed a total of $49,,500,.00 u nless the City, and the
Consultant mutually agree upon a fee amount for additional service's and amend 'this
Agreement accordingly.
The Consultant shall provide, monthly invoices to the City. Payment for services rendered
shell 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 shell operate as and shall release the City from
City of Fort Worth Texas
Standard Agreement lor Professional Services
Pmo Official release Date:11/29/20111
Page I of
OFFICIAL
RECEIVED JAN 21 9 2014
all claims, or liabilities under this Agreement for anything related to, done, or furnished in
connection with the services for which payment is madel including, any act or ornission of
the City in connection with such servicies.
Article I'll
Term
Unless terminated pursuant to 'the terms herein, this Agreement shall be for a term of one
calendar year, beginniing upon the date, of its execution, or until the cm letion 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. Consu,l,tan,t shall, have excluis,ive: 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 sollel�y responsible for the acts and omissions of its officers,
agents, empiloyees, 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
ProfessionalCompetence and Indemnification
(1) Work performed by Consultant shall com ly 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. A rov~ all 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.
Ci,ty of Fort Worth,Texas
Standard Agreement for Professional Services
P Official Reillease Date:11 1/29/2011
Page 2 of 8
e. 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.
f. Other than worker's compensation insurancel, 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.
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 Consult tantis insurance.
I Consultants 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.,
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.
L Upon the request of' City, Consultant shall, provide complete copies of all
insurance policies required by these Agreement documents,.
Article VIII
Transfer or Assignment
City and Consultant, each bind themselves,, and their lawful successor's 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 Vill
Ternil"nation 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
P MO Official release Date:11/29/201 1
Page 4 of 8
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 "13,11 attached hereto ands 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 Aud"It
(1) Consultant agrees that the City shall', until the expiration of three (3) years after final
payment under th,is Agreement, have access to andi 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 comipl liance 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 dire ctl I y pe�rtinent blooks,, 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 co,mpliiance with the provisions of this article. Ci�ty 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 co�p;ies
at the rate published in the Texas Administrative Code in effect as of the time copying
is performed.
City olf Fort Worth,Texas
Standard Agreernent for Professional Services
PMO,Official Release Date:11/29'2011
Page 5 of 8
Article X
Minorifty and Women Business Enterprise (M/WBE) Partliclipatuion
In accordance with City Ordinance No. 15530, the City has goals for the participation of
'UMBE") ' City contracts.
minority business enterprises and woman business enterprises
Consultant acknowledges the M/WB�E, goal e!stablish�ed for this Agreement and its
colmm itmi to meet that goal,. Any miisrepresen,tation of facts ('other than a negligent
k
misrepresentation) and/or commission of fraud by the Consultant may result in the
i
termination of this Agreement and debarment from participating in City contracts for a period
of time of not less than three (3) years.
Arficle X11
Observe and Comply
Consultant shall at all' times observe and, comply with all federal, t e,I 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 jurisdictilon or authority for such act n . No plea of misunderstanding or ignorance
therecif shall be considered., Conisull,t,ant' agrees to defend,, indemnify and hold harmless City
and ill 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, wheth�er it be, by itself or its
employees.
Article X11
Venue and Jud'sdicti"on
If any action, whether real or asserted,, at law or in, equity, arises, on the basis of any
provision of this Agreementi 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
Worth Divis,ion. 'This Agreement shall be construed in accordance with -the laws of
the State of Texas.
Article X111
Contract Construction,
The, Parties acknowledge that each party and'I if it so, hooses, its have reviewed
and revised this Agreement and that the normal rule of construction tothe effect that any
amblig�sties are to, be resolved against the drafting party must not be to iin the
interpre,ta,ti,on of this Agreement or any amendments or exhibits hereto.
City of Fort Worth,Texas
Standard Ag,reemeint for Professional S �ces
PMO Official Release Date:111/29/2011
Page 6 of 8,
Article XIV
Severabillity
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 suffic,ielnt if forwarde d to the other Party by
hand-delivery or via U.S. Postal Service, certified maill return, receipt requested, postage
prepaid, to the address of the other Party shown bellow:
City of Fort Worth
Attn-. Nicolas Dons, Water Department
1000 Throckmorton Street
Fort,Worth, Texas 76102
Consultant:,
MWHI Americas, Inc.
Attn: Randy Bush
7557 Rambler Road, #440
Dallas! Texas 75231
Article XV1
Head
The headiings contained, herein, are for the convenience in reference and are not 'intended
to, define or limit the scope of any provision of this Agreement
if of Fort Worth,Texas
Standard Agreement for Professional Services
PM,O Official,Release Date:11/29/2011
Page 7 of 8
Article XVII
Counterparts
This Agreement may be executed in one or more counterparts and each counterpart shall,
for all purpo�ses, be deemed an original, but, all such counterparts shall 'toget her,constitute
but one and the same instrument.
0 *r
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7
>M d. y o 20
c ite n tiv leis the ay of IL
T: CITY OF FORT WORTH
POO
0000,
By#-,
1,Mft S Fernando Costa
As6ist-emt City Secretain/ Assistant City M,anagier
APPROVED AS TO FORM AND LEGALITY APPR,OVA RECOMMENDED
4
OR/
tyo'Fly .....
1AA ,d
By--
THWjso,"A, i;�YAAY_ S S. Frank C,rumb, P.E.
Director Water Department
t�.Assistant City Attorney
M&C No.* MWH Amiericasl Inc.
A
I I Date: Vol
R. ChristophWr Y8ung,l
Vice Pres,ident
OFFICIAL RECORD,
City of Fort Worth,,Texas CITY SE
Standard Agreement for ProfeSsional Services CITY SECRETARY
a O Ofcal Release Date:11/29/2011 n M ge,8 of 8 VIORTH,TX
Exhibit A
SCOPE OF SERVICES
The CITY hereby contracts with CONSULTANT to perform professional services in connection with the
PROJECT defined as follows.:
It is anticipated that services to be provided under this Master Agreement will be related to the maintenance,
updating, and application of the Infoworks CS and CapPlan collection system models and the H20Map water
distribution model of the City of Fort Worth systems. Specific services, will be on a performed on a Task
Order basis, negotiated and authorized individually.
A general listing of the type of services that may be provided under this Master Agreement is given below.
Research existing and proposed plans for the City utilities and facilities
Updates of net-work, facility and/or demand data-,
Updates to land use, rainfall,contributing flow
Performance of additional distribution system field testing, including C-factor testing,
Additional calibration verification of the existing water distribution and/or collection system models,
Use of the water model for hydraulic, water age, or water quality analyses,and documentation of
results,
Use of the collection system model for hydraulic, surcharging and overflow conditions,, and
documentation of results;
Review and evaluation of model results as the basis for recommending water distribution system
and/or collection system improvements,
Prepare Consultant's Opinion of Probable Construction Cost
Training workshops with City of Fort Worth staff"-,
Presentations to City of Fort Worth staff,Council members,or public groups;
Preparation and submittal of memoranda documenting modeling activities-,
Coordination 1progress, meetings with City staff and management of technical activities
Exhibit B,
Task Order to an Agreement by and between the City of Fort Worth.'Texas (City) and MWH
Americas, Inc. (Consultant) to perform On-Call Professional Civil Engineering Services, Water and
Wastewater Modeling (Project)
TASK ORDER NUMBER 2013-01 JWork Descrilption)
THIS TASK ORDER is made pursuant to the terms and conclitions, of the Professional Services
I
Agreement (the A�" greement") entered into by and between the City of Fort Worth,Texas (City) and
MWH Americas, Inc. (Consultant).
1. ARTICLE 1. Consultant will perform the on-call professional civili eng'inelering services in
accordance with the Agreement and the Scope of Services / Compensation Schedule
I
Budget Summary attached hereto as Attachment "A" and incorporated herein by reference
for all purposes.
II AR"ri�CLE 2., Compensation for this Task Order shall be on a t basis, not to exceed Dollar
Amount Specified and OQL1001 Dollars ($ Q.00
and shall be, paid in accordance with Article
3 of the Agreement and -the Scope of Services/ Compensation Schedulle / Budget Summ!ary
as set forth in Elxhibit "A" of the Task Order. Consultant shall not exceed the amount
specified in thi's Task Order without the issuance of a supplemental Task Order issued by
City in ,writing to Consultant.
III. ARTICLE I. This Task Order shall become effective on the latest date as reflected by the
signatures below and' shall terminate on Day, Month unless extended by a
supplementa l Task Order issued by City in writing to Consultant'.
IV. ARTICLE 4.The City Project number and the Project Account Code are the
folllowinig:
City CIP Numbelr,*
City Project Account Code.-
V. ARTICLE 5. Upon execution of this Task Order, the fuinds,available under the
Agreement are revised to the following:
Current Project Budget ( ►s Revised by Approved Task Orders): $4%500,00
Approved Work by th�is,Task Order*, $ 0.00
Revised Project Budget: $49L500.00
VI L, ARTICLE 71. The following exhibits are, attached below and made a part of this
Task Order,-
A. Attachment "A,"' Scope of Services,/ Compensation Schedule.
VIII, ARTICLE 8.This Task Order does not waive the Parties' responsibilities,and obligaitions
provided under the Agreement.
IN WITNESS WHEREOF,the parties have executed this Task Order and caused this Task
Order to be effective on the latelst day as reflected by the signatures, below.
CITY CONSULTANT
The City of Fort Worth,Texas MWH Americas,, Inc.
By:
0 �NL By
Name: Wen cl �?Chi-.Babulal, P.E. Name.: R. Christopher Younag
Title:Water PlanaLng & Development Engineer,ing Manager Title: Vice President
Date: Date:
Attachment
"ask Order Number 2013-01
Scope and Compensation
Scope
To be filled out with iissuance of task order)
COMPENSATION
A. Not to Exceed: CITE"shall pay CONSULTANT under separate Task Orders, a lump sum amelunt not to
exceed $49,500.00, as Compensation for the performance, of'the Services, for the aggregate of
all task orders under this agreement, without amendment to the contract. For each task.
identified by CLIENT for this project, CONSULTANT will provide a scope of work, level of effort
and Not to Exceed amount for the individual task order, per the schedule of charges bellol .
Task orders will be initiated only upon receipt of written work order approval from the City of
Fort Worth, including, the scope of work and agreed upon compensation for the services.
Specific services will be on a performed on a Task Order basis, negotiated and authorized
individually. If additional I"v'lWH staff outside these categories are required, additional rate
categories may be negotiated as part of the Task Order
B. Schedule of Char el
Disci Tine Date
Company officer $260
Principal/Senior Project Manager $200,
Project Manager/Technical Lead $175
Senior Project Engineer 'Hydraulic Modeler $140
Associate Project Engineer Hydraulic (Modeler $115
Administrative Assistant/Projelct Controls $9
DATES FOR IN-HOUSE SERVICES
Plotter Printing
Bond $2.50 per plot Black and White Color
Other $5.00,per plot $0.10,per single side copy $0.50 per single side copy
Color $5,7S per plot $0.20 per double side copy $1.00 per double side copy
Binding
$5.75 per booty
OTHER DIRECT EXPENSES
Other direct expenses are reimbursed at actual cost turves a multiplier of 1.10. They include outside printing and reproduction expense,
communication expense,travel,transportation and subsistence away from Fort worth and other miscellaneous expenses directly related
to the work,including costs of laboratory analysis and tests. other work required to be dome by independent persons other than staff
members are reimbursed at actual cost tunes a multiplier of 1.05.
Attachment"C"
CHANGES Al' D AMENDMENTS T1 STANDARD AGREEMENT
THE CITY OF' FORT'WO,RTH STANDARD AGREEMIENTIS A,MME,NDFD,AS
FOLLOWS:
1. Article V(J) - Insert the following at the end of the paragraph.-
"The standard of care applicable to Consultant's, Services will be the degree of
shill and diligence normally employed by professional consultants performing the
same or similar services, at the time and location said Services are performed."
2. Article V(2) - Remove this paragraph in its entirety and replace with the
following paragraph:
"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 to the extent caused by an act of negligence, intentional tort,
intellectual property infringement, or failure to play a subcontractor of supplier
committed by the Consultant or Consultant's agent, consultant under contract,, or
another entity over which the Consultant's exercises control"
3. Article VII - Remove this paragraph in its entirety and replace with the following:
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, not to be unreasonably withheld.
City of Fort"Forth,Texas
Attachment C
PMO Release Date:05.19-2010,
Page 1 of I