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HomeMy WebLinkAbout024939 - Construction-Related - Contract - The Goodman CorporationCITY SECRETARY !, CONTRACT NO. <'/ CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PLANNING AND ENGINEERING SERVICES This AGREEMENT is between the City of Fort Worth (the "CITY"), and The Goodman Corporation (the "CONSULTANT"), for a PROJECT generally described as: strategic corridor planning services for a Livable Communities Infrastructure Improvement Program. Article I Scope of Services A. The Scope of Services is set forth in Attachment A. Article II Compensation A. The CONSULTANT's compensation is set forth in Attachment B. Article III Terms of Payment Payments to the CONSULTANT will be made as follows: A. Invoice and Payment (1) The CONSULTANT shall provide the CITY sufficient documentation to reasonably substantiate the invoices. (2) Monthly invoices will be issued by the CONSULTANT for all work performed under this AGREEMENT. Invoices shall be based upon the percent completion for each task. Invoices are due and payable within 30 days of receipt. - (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to the CONSULTANT for billings contested in good faith within 60 days of the amount due, the CONSULTANT may, after giving seven (7) days' written notice to CITY, suspend services under this AGREEMENT until paid in full, including interest. In the event of suspension of services, the CONSULTANT shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Article IV Obligations of the CONSULTANT Amendments to Article IV, if any, are included in Attachment C. A. General The CONSULTANT will serve as the CITY's consulting representative under this Agreement, providing professional consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The standard of care applicable to the CONSULTANT's services will be the degree of skill and diligence normally employed in the State of Texas by professional engineers or transportation planning consultants performing the same or similar services at the time such services are performed. C. Preparation of Drawings The CONSULTANT will provide to the CITY the original drawings of all plans in ink on reproducible plastic film sheets, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the CONSULTANT shall not be liable for the use - -' of such drawings for any project other than the PROJECT described herein. - D. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The CONSULTANT shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or qualify or performance by third parties; quality, type management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the CONSULTANT makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the CONSULTANT's opinions, analyses, projections, or estimates. E. Right to Audit (1) CONSULTANT agrees that the CITY shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers -2- and records of the CONSULTANT involving transactions relating to this contract. CONSULTANT agrees that the CITY shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The CITY shall give CONSULTANT reasonable advance notice of intended audits. (2) CONSULTANT further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant 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 and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all necessary subconsultant facilities, and shall be provided adequate and appropriate _.. work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant-reasonable advance notice of intended audits. (3) CONSULTANT and subconsultant 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. F. CONSULTANT'S Insurance (1) Insurance coverage and limits: CONSULTANT shall provide to the CITY certificate(s) of insurance documenting policies of the following coverage at minimum limits, which are to be in effect prior to commencement of work on the PROJECT: 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. (2) Certificates of insurance evidencing that the CONSULTANT has obtained all required insurance shall be delivered to the CITY prior to CONSULTANT proceeding with the PROJECT. (a) Applicable policies shall be enforced to name the CITY an Additional insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. -3- (b) Certificate(s) of insurance shall document that insurance coverages specified according to items Section F.(1) and F.(2) of this AGREEMENT are provided under applicable policies documented thereon. (c) Any failure on part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirements. (d) A minimum of thirty (30) days notice of cancellation, non -renewal or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto CONSULTANT's Insurance policies. Notice shall be sent to Hugo Malanga, P.E., Director, Transportation and Public Works Department, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. (e) Insurers for all policies must be authorized to do business in the State of Texas or be otherwise approved by the CITY; and, such insurers shall be acceptable to the CITY in terms of their financial strength and solvency. (f) Deductible limits, or self insured retentions, affecting insurance required herein may be acceptable to the CITY at its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or letters of credit may also be acceptable to the CITY. (g) Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. (h) The CITY shall be entitled, upon its request and without incurring expense, to review the CONSULTANT's insurance policies including endorsements thereto and, at the CITY's discretion, the CONSULTANT may be required to provide proof of insurance premium payments. (i) The Commercial General Liability insurance policy shall have no exclusions by endorsements unless such are approved by the CITY. (j) The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. It is understood that insurance cost is an allowable component of CONSULTANT's overhead. (k) All insurance required in Section F., except for the Professional Liability insurance policy, shall be written on an occurrence basis in order to be approved by the CITY. -4- (I) Subconsultants to the CONSULTANT shall be required by the CONSULTANT to maintain the same or reasonably equivalent insurance coverage as required for the CONSULTANT. When insurance coverage is maintained by subconsultants, CONSULTANT shall provide CITY with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subconsultant's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by CONSULTANT of the Agreement. G. Independent Consultant The CONSULTANT agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. H. Disclosure The CONSULTANT acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property owners. The CONSULTANT further acknowledges that it will make disclosure in writing of any conflicts of interest which develop subsequent to the signing of this contract and prior to final payment under the contract. I. Permitting Authorities — Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current planning or engineering practice standards which the CONSULTANT should have been aware of at the time this Agreement was executed, the CONSULTANT shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the CONSULTANT could not have been reasonable aware of, the CONSULTANT shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. City -Furnished Data The CITY will make available to the CONSULTANT all relevant and/or technical data in the CITY's possession relating to the CONSULTANT's services on the PROJECT. The CONSULTANT may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. -5- B. Timely Review The CITY will examine the CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule in Attachment D. - - C. Prompt Notice The CITY will give prompt notice to the CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of the CONSULTANT's services or of any defect in the work of the CONSULTANT. D. Litigation Assistance The• Scope of Services does not include costs of the CONSULTANT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the CONSULTANT, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. E. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. - -. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment C. A. Authorization to Proceed CONSULTANT shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the CONSULTANT, whether in hard copy or in electronic- form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the CONSULTANT will be at the CITY's sole risk. The final designs, drawings, -. specifications and documents shall be owned by the CITY. -6- C. Force Majeure The CONSULTANT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the CONSULTANT. D. Termination (1) This AGREEMENT may be terminated only by the City for convenience on 30 days' written notice. This AGREEMENT may be terminated by either the CITY or the CONSULTANT for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance within five (5) days of written notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the CITY, the CONSULTANT will be paid for termination expenses as follows: (a) Cost of reproduction of partial or complete studies, plans, specifications or other forms of CONSULTANT's work product; (b) Out-of-pocket expenses for purchasing storage containers, microfilm, electronic data files, and other data storage supplies or services; (c) The time requirements for the CONSULTANT's personnel to document the work underway at the time the CITY's termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the CONSULTANT will submit to the CITY an itemized statement of all termination expenses. The -CITY's approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the CONSULTANT for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the CONSULTANT's personnel and subcontractors, and CONSULTANT's compensation will be made. F. Indemnification (1) The CONSULTANT agrees to indemnify and defend the CITY from any loss, cost, or expense claimed by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CONSULTANT, its employees, officers, and subcontractors in connection with the PROJECT. -7- Attachment A SCOPE OF SERVICES TASK 1- Identify strategic corridors to be included in a multi -year Livable Communities infrastructure improvement program- over the next. ten years. This task will involve several workshop meetings in Fort Worth to identify and describe the corridors: " TASK 2 - Assist in development and support documentation for pursuit of any funding available through the FY -2000 transportation process (House and- Senate). .TASK 3 Provide continuing advice to the City of Fort Worth and other associated entities on finance and implementation strategies to support Fort Worth corridor redevelopment improvement program. Estimated timeframe 120 days. -Task:1_-.$3,500 Task 2 2,500 •Task3 = . 3,500 Total Cost: • $9,500` proved iFrtf C�[ {�1. pr. Fl�f�onh(t tas) Barry M. Goodman Attachment B COMPENSATION The CONSULTANT shall be compensated a total lump sum fee of $9,500.00 for the project. Payment of the lump sum fee shall be considered full compensation for the services described in Attachment A for all labor, materials, supplies, and equipment necessary to complete the services. The CONSULTANT shall submit monthly invoices to the CITY for all work performed under this agreement set forth in Article III, Terms of Payment. The monthly invoices will contain a description of the tasks performed for that particular month, percent complete for each task, amount budgeted for each task, portion of budget amount expended, previous billing totals, and totals for invoice. -11-