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HomeMy WebLinkAboutContract 41433 CITY SECRETARY CONTRACT NO. 'A STATE OF TEXAS § § KNOWN ALL BY THESE PRESENTS: COUNTY OF TARRANT § THIS AGREEMENT, entered into the_V'Nay of 4A��� , 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 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 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. ARTICLE 2 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 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. ARTICLE 3 TERM Until the completion of the subject matter contemplated herein, whichever occurs first. ARTICLE 4 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 5 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 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. Section 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. ARTICLE 6 INSURANCE Section 1. Prolcssional scn ice., Consullanl Apeemenl Rey 10.009 Page 2 of I I 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 Section 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 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 shall be acceptable in the event of non-payment of premium. 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 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. Prote-lonal Sen icc,, ('011Snllant Aereenient Rc� 10. .09 Page 3 A I I 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. i. 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. ARTICLE 7 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, Professional Semcc,, Consultant Agreement Rc� 10 6,09 Page 4 of I I 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 access 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 participation of minority business enterprises and woman business enterprises ("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 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 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 exist or may be enacted later by governing bodies having jurisdiction or Protessional scn ices Consuham Agreement Rc� 10.6.00 Pagc 5 of 1 1 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 laws 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 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. 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 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 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 address 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 Professional senires Consultant Agreement Rev 10.6.09 Page 6 of I I CP&Y, Inc 115 West 7th Street, Ste 1500 Fort Worth, TX 76102 ARTICLE 16 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 ARTICLE 17 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. (Remainder of Page Intentionally Left Blank) Professional Services Consultant Agrecntent KeN 10.6.09 Page 7 of I I 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: CP&Y, Inc. Fernando Costa Assistant City Manager Michael Graves, P.E. Senior Associate RECOMMENDED: T,ndle Harty d, Director Planning and Development Department APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney p•�o° °0 00 �0 x ATTEST: boo o° �� A o o 00 00 b X Marty Hendrix — l City Secretary 7 Date OFFICIAL RECORD CITY SECRETARY ConProfessional services Consultant FT. WORTH, TX Rev 10.6.09 Page 8 of I I 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 resources. Consultant will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the City's Project Manager and others as necessary 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 Guidelines for CIP Planning in Aviation Task 3—Project Controls Support Consultant will maintain monthly schedule updates 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 Post updated schedules and cost reports to the Aviation folder on SharePoint monthly. 3.3 Conduct a monthly analysis of consultant and city schedules. 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 schedule templates to be posted on BuzzSaw for use by consultants. Protcstiional seniccs Consuhant Aerccntcnt Res 10. .09 Page 9 of I I 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 is 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 management, and MWBE/DBE requirements. Specific tasks will include: 5.1 Review Integrated Program Management (IPM) Core Management training with Aviation staff. 5.2 Assist with cross-training of Aviation staff. Task 6—Documentation of Business Processes Consultant will assist with the documentation of business processes for the Aviation department to assist and facilitate for future use, or future training of Aviation staff. Specific tasks will include: 6.1 Establish 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 Establish a central location for the Aviation Department to maintain business resources, workflows and templates. Schedule Assumptions The following schedule is established for Tasks 1 through 6: • Estimated Start Date: January 3, 2011 • Estimated End Date: April 1, 2011 Professional Scn iccs Consultant Apeemem Rev 10.6.00 Page 10 of I I ATTACHMENT "B" FEE SCHEDULE For the services described in Attachment "A", the Consultant shall be compensated by the City for Time & Material, based on a raw salary multiplier of 3.1, for an amount not to exceed $45,902.00. ProtcSsional scr\iccs Consultant Agecincnt Page I I of I I