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HomeMy WebLinkAboutContract 45751 CITY RET ,,,,, CITY OF FORT WORTH, TEXAS CONTRACT h STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Quest Resource Management Group, authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: LEED Existing Building Recertification. Article I Scope of Services (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 LEED Existing Building Recertification. (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 II 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 $6,600.00 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. 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. City of Fort Worth,Texas Standard Agreement for Professional Services ~ " � MgO Official of 16 Release Date: 1128/2013 i� , FIB )a I RECEIV Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of six (6) months, beginning upon the date of its execution, or until the completion 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. 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 V Professional Competence and Indemnification (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. (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. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 2 of 16 Article VI Insurance (1) 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 (2)Additional Insurance Requirements a. Except for employers 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 the City of Fort Worth, Purchasing Division, Attention: Marilyn Jackson, 1000 Throckmorton Street, Fort Worth, Texas 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. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 3 of 16 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. 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. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII 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. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1128;2013 Page 4 of 16 Article Vill Termination 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 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 "B" attached hereto and 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 Audit (1) 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. (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 aft er final payment under the subcontract, have access to and the right to examine any directly pertinent books, 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 compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:112812013 Page 5 of 16 (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 copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the it has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. 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 XI 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 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 XII 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. city of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:112812013 Page 6 of 16 Article XIII 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 XIV 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 XV 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: Public Events Attn: Feleshia Cochran 1201 Houston Street Fort Worth, Texas 76102 Consultant: Quest Resource Management Group Attn: Legal Department 6175 Main Street, Suite 42 Frisco, Texas 75034 City of Fort Worth,Texas Standard Agreement for Professional Services PMOOfficial Release Date:1/28/2013 Page 7 of 16 Article XVI 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 XVII 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. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 8 of 16 Executed by duly authorized representatives of the parties hereto and effective on the date subscribed by the City Manager's Office, BY: CITY OF FORT WORTH ENGINEER Quest Resource Management Group an Alanis La t dm Assistant City Manager CFO Dater Date APPROVAL RE OMMENDED: By: Kirk Slau hter Director, Public Facilities/Events APPROVED AS TO FORM AND LEGALITY M&C No. N/A By: M&C Date N/A Douglas W. Black Assistant City Attorney ATTEST: w Mary iJKay City Secretary % X " City of Fort Worth,Texas Standard Agreement for Professional Services OFFIIAL RECORD ' P gO 9 fi 16 Release Date:1/28/2013 Cin m MRT:H,, 711X, Attachment "A" Scope of Services July 1, 2014 through December 31, 2014 LEED RECERTIFICATION PROGRAM MANAGEMENT SERVICES • Recertification project registration • Recertification project team assembly and management affective July 1, 2014 through December 31, 2014. • Recertification LEED Team consultation and communication • LEED Online management • Prerequisite and credit requirement guidance • Perform Waste Audit as required for LEED Recertification • Prerequisite and credit documentation review Note: This Scope of Services does not include the following services: • Recertification project documentation submittal (for preliminary and final review) • USGBC and/or GBCI project review team communication (if required) • LEED credit appeals (if required) City of Fort Worth,Texas Standard Agreement for Professional Services PMO official Release Date:1/28/2013 Page 10 of 16 Attachment "B" Cost and Fee Schedule July 1, 2014 through December 31,2014 LEED RECERTIFICATION PROJECT MANAGEMENT SERVICES FEES LEED Pro ect Re istration (-U.- SG C _.p..__._.._... 1 _.9 _.......__......_.............. ........) $1,200 T LEED Recertification Project Management* (July1, 2014 — + $2,400 December 31, 2014) L._....... _ .._......._._.. __.._..__......._.._.._......._..................... _...._ ....._ ...... ..__. .. .. .... .__... Waste Audit— Materials & Resources $3,000 �.... *LEED Recertification Project Management Fees will be invoiced in consecutive monthly payments. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date.1/28/2013 Page 11 of 16 EXHIBIT A Date: March 21, 2014 To- Feleshia Cochran Property Manager Assistant Facilities and Public Events Director, Fort Worth Convention Center City of Fort Worth 1201 Houston St Fort Worth,TX 76102 From. Sandra Heffernan, LEED AP—BD+C Chase Ezell, LEED AP —O+M,GGP Quest Resource Management Group (RMG) Re: LEED Existing Building Recertification—Fort Worth Convention Center Quest RMG is pleased to submit the following proposal to the Fort Worth Convention Center (hereinafter referred to as "Client") to perform LEED consulting services., INITIAL LEED CERTIFICATION INFORMATION 1201 LEED Existing Fort Worth Houston St, Building: LEED ovem Convention Fort Worth, Operations + er November 18, Certified 2012 2017 Center TX 76102 Maintenance (v3) The following assumptions are being made: • The proposal is based on LEED Existing Building: Operations + Maintenance (v3) sustainability registration and compliance criteria. • The cost of the Waste audit will be paid by the Client. 00 Per the le t 2-1, _q,ggg Af,Qjen pjqfq�jiional services w J�ft !L2QIA MAJ� 2014. - LEED RECERTIFICATION PROGRAM MANAGEMENT SERVICES Projects that have attained LEED Existing Building certification are required to pursue LEED Existing Building recertification. LEED Existing Buildings certified projects can recertify as frequently as annually but must submit for recertification within five years of the previous certification in order to maintain certified status. LEED recertification projects are held to the LEED program sustainability criteria in place at the time of project recertification registration. Similar to Quest's LEED certification project management,Quest's LEED recertification program management services manages all aspects of your building's LEED recertification project including; City of Fort Worth,Texas Standard Agreement for Professional Services P Official Release Date:1/28/2013 Page 12 of 16 .. ........ ........ .............. • Recertification project registration Recertification project team assembly and management • Recertification LEED Team consultation and communication • LEED Online management • Prerequisite and credit requirement guidance • Prerequisite and credit documentation review Recertification project documentation submittal (for preliminary and final review) • USGBC and/or GBCI project review team communication (if required) • LEED credit appeals (if required) LEED RECERTIFICATION PROJECT MANAGEMENT SERVICES FEES ......... ...... . __..._.......... .......... . . ........... ........... __.... ..................... ........ ......... _ . ....... ....... LEED Project Registration (USGBC) $1,200 .. .. ...... .. ..... . ........ . ......._ ............. _ .... ........ ............. LEED Recertification Project Management* (July 1, 2014 —December 31, 2014) $2,400 ........................__...... .. ....... ........................ ........ ............................................ ......... ........... ........ _ Waste Audit—Materials & Resources $3,000 � .%a„� *LEED Recertification Project Management Fees will be invoiced in consecutive monthly payments. LEED RECERTIFICATION PROJECT MANAGEMENT SERVICES FEE NOTES 1. The final invoice will reflect the LEED Project Review Fee. 2. The ASHRAE and waste audit fees will be billed separately upon completion. 3. Quest shall be reimbursed for all automobile mileage from the office of Quest at the current IRS mileage reimbursement rate. 4. Quest is not responsible for increases in USGBC registration and review fees Quest appreciates the opportunity to submit this proposal for consulting services. We hope you recognize Quests' ability to effectively manage the proposed services. If this proposal is acceptable, please so signify by signing an Authorized to Proceed below. If you have any questions, please do not hesitate to call or E-Mail. Sincerely submitted, Sandra Heffernan, LEED AP — BD+C Quest Resource Management Group Director of Sustainability City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 13 of 16 PROFESSIONAL SERVICES PROPOSALS 'r l�e�c X11 e� Pra s t 5tcrrt anct 6,d Data C�► _., . .W, LEER Recertification Project July 1, 2014 —December 3?, $6,600 Management 2014 _.. ..... ............................ ....... .................. ....... AUTHORIZATION TO PROCEED I hereby authorize Quest to proceed with the LEED Recertification Project Management Services as outlined in this proposal and agree to the Qualifications, and the Terms and Conditions and will pay the Services Fees. Signed: Print Name: Date: Terms and Conditions 1. Services. Consultant agrees to provide consulting services to the Client as described and incorporated by reference herein (the "Scope of Work"), and the Client agrees to retain Consultant's services under the terms and conditions set forth below. Consultant shall use best efforts to preserve the business of the Client and the goodwill of all contractors,clients,customers, suppliers, and other persons having business relations with the Client. Consultant further agrees to render services under this Agreement in a professional and business-like manner and in full accordance with the standards and practices recognized in the industry. The "Scope of Work" may be modified and supplemented from time to time by the written agreement of the parties in order to revise the description of the Scope of Work or to accommodate new projects under this Agreement. 2. Payment. Invoices will be submitted for each significant event, but no less than monthly for all services, based on the estimated percentage of completion and shall be due within thirty (30) days after the date of the invoice. Reimbursable expenses and Additional Service Fees shall be due within 30 days after the date of the invoice. 3. Disclosure of Confidential Information. Consultant agrees to hold all Confidential Information of the Client in trust for the Client and will not: (a) use the information for any purpose other than the benefit of the Client or in furtherance of the Client's business; or (b) disclose to any person or entity any Confidential Information of the Client except as necessary during Consultant's engagement with the Client to perform services for the Client. Consultant will also take reasonable steps to safeguard such Confidential Information and prevent its disclosure to unauthorized persons. 4. Consultant Warranties. Consultant warrants that (a) the performance of the Work pursuant to this Agreement does not violate any agreement or obligation between Consultant and a third party and (b) the services provided by Consultant shall be performed in a professional manner and shall be of a high grade, nature, and quality. City of Fort Worth,Texas Sta dard Agreement for Professional Services PMO Official Release Date.1/28/2013 Page 14 of 16 5. Relationship of Parties. a) Consultant is an independent Contractor and the Client and Consultant are not and shall not be considered as employer/employee, joint venture's, partners, or one as agent of the other under this Agreement, and neither shall have the power to bind or obligate the other. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment, or as a limitation upon the Client's rights to terminate this Agreement in accordance with its terms. b) Neither party shall have any liability for any act or omission made or committed, or alleged to be made or committed, by the other party or any of its employees, associates or agents. c) Neither Federal, nor any state, nor local income tax, nor any other payroll tax of any kind, shall be withheld or paid by the Client on behalf of Consultant. In accordance with the terms of this Agreement and the understanding of the parties herein, Consultant shall not be treated as an employee with respect to the Services performed hereunder for Federal or state tax purposes, or for the provision of any employment, profit-sharing, fringe or retirement benefits. Consultant understands that it is responsible to pay its income tax in accordance with Federal, state and local law. Consultant further understands that it may be liable for Social Security tax, to be paid in accordance with all applicable laws. d) Consultant is not entitled to any benefits provided or rights guaranteed by the Client, or by operation of law, to the Client's employees, including but not limited to group insurance, liability insurance, disability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, premium "overtime" pay, and the like. 6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 7. Waiver. Failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right or privilege conferred by this Agreement, or the waiver by a party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms,covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached. 8. Entire Agreement. This Agreement is supplementary to that certain Professional Services Agreement to which it is attached. Any and all other agreements, either oral or written, between the Client and Consultant with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties relating in any way to Consultant's services for the Client. No change or modification of this Agreement shall be valid or binding upon the parties hereto unless such change or modification shall be in writing and signed by the Client and Consultant. No course of dealing between the Client and Consultant, or any waiver by the Client of a breach of any provision of this Agreement, or delay in exercising any right under this Agreement, shall operate or be construed as a waiver of any subsequent breach by Consultant. 9. Amendment/Modification: Any amendment or modification to this Agreement must be in writing and executed by both the Client and Consultant. 10. Termination: Either the Client or Consultant may terminate this Agreement at any time, without cause, upon thirty (30) days written notice to the other. In the event of termination as set forth herein, Consultant shall be compensated for services performed through the date of receipt of such notice of termination. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 15 of 16 1 1. Guaranty: Quest does not guaranty specific certification levels. All LEED certifications are given by USGBC. 12. Appeals: The cost for any appeals to the United States Green Building Council shall be the responsibility of the client. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 16 of 16