HomeMy WebLinkAboutContract 31217 01 -21-05P03 :50 RCV0
CITY SECRETARY
CONTRACT N0, Q _
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR ENGINEERING SERVICES
This AGREEMENT is between the City of Fort Worth (the "CITY"), and Kellogg
Brown and Root, Inc., (the "ENGINEER"), for a PROJECT generally described as the
Energy Management Project at the Water Wastewater Treatment Plant Sites.
Article I
Scope of Services
A. The Scope of Services is set forth in Attachment A.
Article II
Compensation
A. The ENGINEER's compensation is set forth in Attachment B.
Article III
Terms of Payment
Payments to the ENGINEER will be made as follows:
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation to reasonably
substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed under this
AGREEMENT. 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 ENGINEER for billings contested
in good faith within 60 days of the amount due, the ENGINEER may, after
giving 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 ENGINEER shall have no liability to CITY for delays or
damages caused the CITY because of such suspension of services.
ORIGINAL
Article IV
Obligations of the Engineer
Amendments to Article IV, if any, are included in Attachment C.
A. General
The ENGINEER will serve as the CITY's professional engineering representative
under this Agreement, providing professional engineering consultation and advice
and furnishing customary services incidental thereto.
B. Standard of Care
The standard of care applicable to the ENGINEER's services will be the degree of
skill and diligence normally employed in the State of Texas by professional
engineers or consultants performing the same or similar services at the time such
services are performed.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to
be performed hereunder. The ENGINEER shall also advise the CITY
concerning the results of same. Such surveys, tests, and investigations shall
be furnished by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observations,
exploration, and investigations have been made. Because of the inherent
uncertainties in subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect the total PROJECT cost
and/or execution. These conditions and cost/execution effects are not the
responsibility of the ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER 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 ENGINEER shall not be liable for the use of
such drawings for any project other than the PROJECT described herein.
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E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the
ENGINEER or its personnel in any way responsible for those duties that
belong to the CITY and/or the CITY's construction contractors or other
entities, and do not relieve the construction contractors or any other entity of
their obligations, duties, and responsibilities, including, but not limited to, all
construction methods, means, techniques, sequences, and procedures
necessary for coordinating and completing all portions of the construction
work in accordance with the Contract Documents and any health or safety
precautions required by such construction work. The ENGINEER and its
personnel have no authority to exercise any control over any construction
contractor or other entity or their employees in connection with their work or
any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ENGINEER or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the
progress or quality of the completed work on the PROJECT or to determine,
in general, if the work on the PROJECT is being performed in a manner
indicating that the PROJECT, when completed, will be in accordance with
the Contract Documents, nor shall anything in the Contract Documents or
the agreement between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the
work on the PROJECT. If, for any reason, the ENGINEER should make an
on-site observation(s), on the basis of such on-site observations, if any, the
ENGINEER shall endeavor to keep the CITY informed of any deviation from
the Contract Documents coming to the actual notice of ENGINEER regarding
the PROJECT.
(3) When professional certification of performance or characteristics of
materials, systems or equipment is reasonably required to perform the
services set forth in the Scope of Services, the ENGINEER shall be entitled
to rely upon such certification to establish materials, systems or equipment
and performance criteria to be required in the Contract Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER 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 ENGINEER has no control
over cost or price of labor and materials; unknown or latent conditions of
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existing equipment or structures that may affect operation or maintenance
costs; competitive bidding procedures and market conditions; time or quality
of 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
ENGINEER makes no warranty that the CITY's actual PROJECT costs,
financial aspects, economic feasibility, or schedules will not vary from the
ENGINEER's opinions, analyses, projections, or estimates.
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction
progress payments to the construction contractor will be based on the ENGINEER's
knowledge, information, and belief from selective sampling and observation that the
work has progressed to the point indicated. Such recommendations do not
represent that continuous or detailed examinations have been made by the
ENGINEER to ascertain that the construction contractor has completed the work in
exact accordance with the Contract Documents; that the final work will be
acceptable in all respects; that the ENGINEER has made an examination to
ascertain how or for what purpose the construction contractor has used the moneys
paid; that title to any of the work, materials, or equipment has passed to the CITY
free and clear of liens, claims, security interests, or encumbrances; or that there are
not other matters at issue between the CITY and the construction contractor that
affect the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others, and may not always represent the exact location,
type of various components, or exact manner in which the PROJECT was finally
constructed. The ENGINEER is not responsible for any errors or omissions in the
information from others that is incorporated into the record drawings.
I. Minority and Woman Business Enterprise (M/WBE) participation
In accord with City of Fort Worth Ordinance No. 15530, the City has goals for the
participation of minority business enterprises and woman business enterprises in
City contracts. Engineer acknowledges the M/WBE goal established for this contract
and its commitment to meet that goal. Any misrepresentation of facts (other than a
negligent misrepresentation) and/or the commission of fraud by the Engineer 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.
J. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of three (3) years
after final payment under this contract, have access to a --�
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examine and photocopy any directly pertinent books, documents, papers and
records of the ENGINEER involving transactions relating to this contract.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ENGINEER reasonable
advance notice of intended audits.
(2) ENGINEER 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 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 subcon-sultant
reasonable advance notice of intended audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may
be requested by the CITY. The CITY agrees to reimburse ENGINEER for
the cost of copies at the rate published in the Texas Administrative Code in
effect as of the time copying is performed.
K. ENGINEER's Insurance
(1) Insurance coverage and limits:
ENGINEER shall provide to the City certificate(s) of insurance documenting policies
of the following coverage at minimum limits that 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.
Worker's Compensation
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Professional Liability
$1,000,000 each claim/annual aggregate
(2) Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be delivered to the CITY prior to ENGINEER
proceeding with the PROJECT.
(a) Applicable policies shall be endorsed 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.
(b) Certificate(s) of insurance shall document that insurance coverage
specified according to items section K.(1) and K.(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 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 ENGINEER's insurance policies.
Notice shall be sent to the respective Department Director (by name),
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 shall be acceptable to the CITY in 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.
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(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 ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion, the ENGINEER
may be required to provide proof of insurance premium payments.
(i) The Commercial General Liability insurance policy shall have no
exclusions by endorsements unless the CITY approves such
exclusions.
Q) The Professional Liability insurance policy, if written on a claims made
basis shall be maintained by the ENGINEER for a minimum two (2)
year period subsequent to the term of the respective PROJECT
contract with the CITY unless such coverage is provided the
ENGINEER on an occurrence basis.
(k) 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 ENGINEER's overhead.
(1) All insurance required in section K., except for the Professional
Liability insurance policy, shall be written on an occurrence basis in
order to be approved by the CITY.
(m) Subconsultants to the ENGINEER shall be required by the
ENGINEER to maintain the same or reasonably equivalent insurance
coverage as required for the ENGINEER. When subconsultants
maintain insurance coverage, ENGINEER 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
ENGINEER of the Agreement.
L. Independent Consultant
The ENGINEER agrees to perform all services as an independent consultant and
not as a subcontractor, agent, or employee of the CITY.
M. Disclosure
The ENGINEER 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 cities. The ENGINEER further
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acknowledges that it will make disclosure in writing of any conflicts of interest that
develop subsequent to the signing of this contract and prior to final payment under
the contract.
N. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or
suspected, the ENGINEER will stop its own work in the affected portions of
the PROJECT to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the ENGINEER
will, if requested, assist the CITY in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
O. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published
design criteria and/or current engineering practice standards which the ENGINEER
should have been aware of at the time this Agreement was executed, the
ENGINEER 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 ENGINEER could
not have been reasonably aware of, the ENGINEER 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 ENGINEER all technical data in the CITY's
possession relating to the ENGINEER's services on the PROJECT. The
ENGINEER may rely upon the accuracy, timeliness, and completeness of the
information provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGIIVEER as required for the
ENGINEER's performance of its services and will provide labor and safety
equipment as required by the ENGINEER for such access. The CITY will perform,
at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and
other components of the CITY's facilities as may be required in connection with the
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ENGINEER's services. The CITY will be responsible for all acts of the CITY's
personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange,
and pay for all advertisements for bids; permits and licenses required by local, state,
or federal authorities; and land, easements, rights-of-way, and access necessary for
the ENGINEER's services or PROJECT construction.
D. Timely Review
The CITY will examine the ENGINEER'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 A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY
observes or becomes aware of any development that affects the scope or timing of
the ENGINEER's services or of any defect in the work of the ENGINEER or
construction contractors.
F. Asbestos or Hazardous Substances and Indemnification
(1) To the maximum extent permitted by law, the CITY will indemnify and
release ENGINEER and its officers, employees, and subcontractors from all
claims, damages, losses, and costs, including, but not limited to, attorney's
fees and litigation expenses arising out of or relating to the presence,
discharge, release, or escape of hazardous substances, contaminants, or
asbestos on or from the PROJECT. Nothing contained herein shall be
construed to require the CITY to levy, assess or collect any tax to fund this
indemnification.
(2) The indemnification and release required above shall not apply in the event
the discharge, release or escape of hazardous substances, contaminants, or
asbestos is a result of ENGINEER'S negligence or if such hazardous
substance, contaminant or asbestos is brought onto the PROJECT by
ENGINEER.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article
IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions
providing contractor inderrinification of the CITY and the ENGINEER for contractor's
negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain
no direct action against the ENGINEER, its officers,
employees, and subcontractors, for any claim arising out of,
in connection with, or resulting from the engineering
services performed. Only the CITY will be the beneficiary of
any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this Agreement.
(4) Nothing contained in this section V.H. shall be construed as a waiver of any
right the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY will ensure that Builders Risk/Installation insurance is maintained
at the replacement cost value of the PROJECT. The CITY may provide
ENGINEER a copy of the policy or documentation of such on a certificate of
insurance.
(3) The CITY will specify that the Builders Risk/Installation insurance shall be
comprehensive in coverage appropriate to the PROJECT risks.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or
requested assistance to support, prepare, document, bring, defend, or assist in
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litigation undertaken or defended by the CITY. In the event CITY requests such
services of the ENGINEER, this AGREEMENT shall be amended or a separate
agreement will be negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in
this AGREEMENT. If such changes affect the ENGINEER'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
ENGINEER 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
ENGINEER, 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 ENGINEER will be
at the CITY's sole risk. The final designs, drawings, specifications and documents
shall be owned by the CITY.
C. Force Majeure
The ENGINEER 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
ENGINEER.
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 ENGINEER for cause 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.
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(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans,
specifications or other forms of ENGINEER'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 ENGINEER'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 ENGINEER 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 ENGINEER 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
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will
be made.
F. Indemnification
(1) The ENGINEER 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 ENGINEER, its employees, officers, and subcontractors in connection
with the PROJECT.
(2) If the negligence or willful misconduct of both the ENGINEER and the CITY
(or a person identified above for whom each is liable) is a cause of such
damage or injury, the loss, cost, or expense shall be shared between the
ENGINEER and the CITY in proportion to their relative degrees of
negligence or willful misconduct as determined pursuant to T.C.P. & R.
Code, section 33.011(4) (Vernon Supplement 1996).
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior
written consent of the other parry.
H. Interpretation
Limitations on liability and indemnities in this AGREEMENT are business
understandings between the parties and shall apply to all the different theories of
recovery, including breach of contract or warranty, tort including negligence, strict or
statutory liability, or any other cause of action, except for willful misconduct or gross
negligence for limitations of liability and sole negligence for indemnification. Parties
mean the CITY and the ENGINEER, and their officers, employees, agents, and
subcontractors.
I. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for
any litigation related to this AGREEMENT shall be Tarrant County, Texas.
J. Alternate Dispute Resolution
(1) All claims, disputes, and other matters in question between the CITY and
ENGINEER arising out of, or in connection with this Agreement or the
PROJECT, or any breach of any obligation or duty of CITY or ENGINEER
hereunder, will be submitted to mediation. If mediation is unsuccessful, the
claim, dispute or other matter in question shall be submitted to arbitration if
both parties acting reasonably agree that the amount of the dispute is likely
to be less than $50,000, exclusive of attorney's fees, costs and expenses.
Arbitration shall be in accordance with the Construction Industry Arbitration
Rules of the American Arbitration Association or other applicable rules of the
Association then in effect. Any award rendered by the arbitrators less than
$50,000, exclusive of attorney's fees, costs and expenses, will be final,
judgment may be entered thereon in any court having jurisdiction, and will
not be subject to appeal or modification except to the extent permitted by
Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. Sections 10 and
11).
(2) Any award greater than $50,000, exclusive of attorney's fees, costs and
expenses, may be litigated by either party on a de novo basis. The award
shall become final ninety (90) days from the date same is issued. If litigation
is filed by either party within said ninety (90) day period, the award shall
become null and void and shall not be used by either party for any purpose in
the litigation.
K. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability will not affect any other provision, and this AGREEMENT shall be
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construed as if such invalid, illegal, or unenforceable provision had never been
contained herein. Articles V.F., VI.B., VI.D., VI.H., VI.I., and VI.J. shall survive
termination of this AGREEMENT for any cause.
L. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State 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. ENGINEER 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 VII
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. The following attachments
and schedules are hereby made a part of this AGREEMENT:
Attachment A - Scope of Services
Attachment B - Compensation
Attachment C -Amendments to Article IV
Executed this the qday of dciu , 20�.
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ATTEST: CI O FO WORTH
li
Marty Hendrix M4rc Ott
City Secretary Assistant City Manager
APPROVED AS TO FORM CCS_
AND LEGALITY l I ' authorization
Assistan CityAttorney
ATTEST: ENGINEER
By: 44
APPROVAL RECOMMENDED:
By: L � -C
S. Frank Crumb, P.E.
Acting Water Director
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ATTACHMENT A
Consultant agrees to perform engineering, project management, procurement, technical and
consulting services (the "Services") as outlined below:
This scope of work is focused on issues in and around the Village Creek Wastewater Treatment Plant
(VCWTP) with regard to assisting the Water Department with evaluating the best use of the natural gas
developed from Water Department property.
Task 1 —Brain-Storming Workshop 1/04
• Hold a meeting of key participants to identify and align goals
• Identify areas of interest or concern related to gas and energy development, production, and
consumption; such as cost, reliability, security, etc.
• Brain-storm opportunities to create value for the City at the VCWTP site
Task 2—Enerey Management Review 1/04 thru 3/05
• Review the general capabilities and operations of VCWTP with regard to energy consumption and
production
• Review current energy procurement methodology and costs
• Conceptualize potential opportunities to improve on-site energy utilization and costs (e.g. enhanced
cogeneration,alternate energy sources)
• Conceptualize potential opportunities to develop new energy projects, particularly with in respect to
gas resource development(e.g. sludge drying and external sales)
• Identify synergies between gas development and gas utilization at VCWTP
• Assist with development(gas)mineral lease terms to maximize value to the City
• Comment on related permit and regulatory issues; i.e. air emissions, power export, renewable energy
credits,etc.
• Assist with negotiations for landfill gas
Task 3—Prepare Report 4/05
• Summarize the Task 2 activities
• Identify opportunities to reduce/minimize energy costs and maximize the value of gas development
• Prioritize areas or topics for further investigation and development
Task 4—En2ineerin2 Services for CFW/Renda Environmental Contract 12/04 thru 3/05
• Liaison between City of Fort Worth and Renda Environmental
• Monitor the contract between the City of Fort Worth and Renda Environmental
• Act as technical liaison between the two parties for the operation of the existing on-site power
generation
Special Services
Scope and fee to be determined at the time that services are requested.
• Assistance with the plan for Village Creek to treat water from well development
• Assistance with other properties
• Post lease assistance
ATTACHMENT B
Compensation terms for cost reimbursable and time and material services:
B.1 COMPENSATION BASED ON COST WITH MULTIPLIER
Client will compensate Consultant on the basis of an amount equal to "Salary Cost", as defined below,
plus 246% of Salary Cost as a stipulated allowance to cover Consultant's general office overhead and
profit (resulting in an overall multiplier of 3.25 times direct salaries and wages), plus "All Other
Expenses",as defined below.The total compensation is not to exceed$81,130.
(a) SALARY COST
"Salary Cost" shall mean the direct salary and wages, including premium pay, plus an allowance of
32% to cover payroll burden and benefits, actually earned by all personnel for time actually
engaged in the Services. Personnel whose time is chargeable to the Services include Consultants,
designers, drafters, technicians, secretaries, clerks, purchasing and home office expediting
personnel, and all other necessary employees, including principals, who are employed by
Consultant or by any other entities affiliated with Consultant, for time directly engaged in the
Services. Payroll burden covered by the allowance includes social security taxes, unemployment
and other payroll taxes, workers' compensation insurance, basic liability insurance, medical, life
and accident insurance, sick leave, vacations, holiday pay,jury duty, and all other fringe benefits
presently in effect. The payroll burden markup is subject to revision by Consultant to the extent of
any significant increase in cost to Consultant of any component of such markup. Direct base
Salaries and Wages of contract personnel working in Consultant's offices under supervision of
Consultant shall be included in "Salary Cost". The basic work week is 40 hours, but the actual
work week will be determined by project requirements and area practices, to obtain effective
overall utilization of personnel. Hourly employees receive 1-1/2 times their regular rate for hours
worked in excess of 40 hours per week or 8 hours per day as required by local,state or federal law.
(b) ALL OTHER EXPENSES
"All Other Expenses" include all costs and expenses directly attributable to performance of the
services, which are in good accounting practice direct costs of the Services and not covered by the
allowance for payroll burden and general office overhead and profit. In-house services provided in
the performance of the Services to Client or other third parties at Client's request such as
reprographic services, microfilm services, automated design and drafting services, graphic and text
processing services, purchasing and expediting services, computer services, automobile and other
vehicle transportation services, and such others as may be applicable will be charged at the rates
published in Consultant's Standard Pricing Schedules in effect at the time of performance of the
services. Some of the in-house services maybe subcontracted affiliates of Consultant. The Pricing
Schedules shall apply regardless of whether the services or services are provided by Consultant or
by an affiliate of Consultant. Copies of current applicable Pricing Schedules are available on
request. Costs of outside services will be charged at actual invoice cost plus a service charge of
10% and include: former or retired employee consultant; subcontract and consultant services;
equipment rental;purchased plant equipment and materials; travel expenses away from Consultant's
offices; outside computer services; long distance telephone and telegraph changes; mailing and
courier services; and others. Former or retired employee consultant services are subject to a service
charge of 10%. Other subcontract and consultant services are subject to a service charge of 10%.
All other outside services are subject to a service charge of 10%.
Attachment C
The Parties expressly agree the Agreement shall be subject to the following
clauses, which shall take precedence over any conflicting or inconsistent
provisions appearing elsewhere in the Agreement:
Article IV, second line, shall be revised to read as follows: "Amendments to this
Agreement, if any, are included in Attachment C."
Article IV, paragraph B. Standard of Care, shall be revised to read as follows:
"B. Standard of Care
The standard of care applicable to the ENGINEER'S services will be the
degree of skill and diligence normally employed in the State of Texas by
professional engineers or consultants performing the same or similar
services at the time and place such services are performed.
ENGINEER represents, for a period of one (1) year following completion
of the Services, that the Services will be performed in accordance with
sound engineering practice and those professional standards in existence
at the time the Services were performed. In the event of any breach of the
above representation, the sole and exclusive responsibility of ENGINEER
shall be to re-perform deficient work at its own expense, and ENGINEER
shall have no other liability whatsoever.
THIS REPRESENTATION IS MADE IN LIEU OF ANY WARRANTY OR
GUARANTEE AND ENGINEER MAKES NO OTHER WARRANTY
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND ENGINEER SHALL HAVE NO OTHER LIABILITY TO CITY FOR ITS
DEFECTIVE SERVICES, WHETHER CAUSED BY ENGINEER'S
ERROR, OMISSION, NEGLIGENCE (CONCURRENT OR SOLE, ACTIVE
OR PASSIVE) OR OTHERWISE."
Article IV, paragraph F.(2), on line 9, after the words "no warranty" and before the
words "that the", insert -the words "or representations".
Article IV, paragraph K. (2) (a), shall be revised to read as follows:
"(a) To the extent necessary to provide coverage under ENGINEER'S
insurance for the insured liabilities assumed by ENGINEER under
the indemnity provisions herein, the Applicable policies shall be
endorsed to name the CITY an Additional Insured thereon, as its
interests may appear. The term CITY shall include its employees,
Page 1 of 3
Attachment C
officers, officials, agents, and volunteers as respects the contracted
services."
Article IV, paragraph K. (2) (g), shall be revised to read as follows:
"(g) Applicable policies shall each be endorsed with a waiver of
subrogation in favor of the CITY as respects the PROJECT but only
to the extent of the liabilities assumed by KBR under the indemnity
provision herein."
Article IV, paragraph K. (2) (h), on line one, after the words "upon its" and before
the words "request", insert the word "written".
Article IV, add a new paragraph "(n)" to read as follows:
"(n) The CITY shall arrange with its insurers waivers of subrogation in
favor of ENGINEER, its affiliated companies, its vendors and
subcontractors on all policies obtained or maintained, including
without limitation, business interruption policies."
Article VI, Paragraph B., on line six, after the words "sole risk" and before
insert the words "without liability to the ENGINEER".
Article VI, Paragraph C., shall be revised to read as follows:
"C. Force Majeure
The ENGINEER 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 ENGINEER. Any delay in or failure of performance by
ENGINEER shall not constitute default hereunder or give rise to any
claims for damage if and to the extent such delay or failure of performance
is caused by occurrences beyond the control of ENGINEER."
Article VI, Paragraph D (2), on line one, delete the words "for the convenience of
and insert the word "by".
Article VII, Attachments, Schedules, and Signatures, revise line 7 to read as
follows: "Attachment C —Amendments to Articles".
Article VIII, Confidential Information, add a new Article VIII to read as follows:
"Article VIII
Confidential Information
INFA-04-CFW-002 Page 2 of 3
Attachment C
ENGINEER agrees that all information provided by the CITY pursuant to
the Services hereunder shall be considered confidential, and shall not be
reproduced, transmitted, used or disclosed by The ENGINEER without the
written consent of the CITY, except as may be necessary for The
ENGINEER to fulfill its obligation hereunder, provided, the limitation shall
not apply to any information, or portion thereof, that:
(1) was at the time of receipt by The ENGINEER otherwise known by The
ENGINEER; or
(2) has been published or is otherwise within the public domain, or is
generally known to the public at the time of its disclosure to The
ENGINEER; or
(3) subsequently is developed independently by The ENGINEER, by a
person having nothing to do with the performance of this Agreement; or
(4) becomes known or available to The ENGINEER from a source other
than the CITY and without breach of this Agreement by The ENGINEER;
or
(5) enters the public domain without breach of the Agreement by The
ENGIIEER; or
(6) becomes available to The ENGINEER by inspection or analysis of
products available in the market; or
(7) is disclosed with the prior written approval of The CITY; or
(8) was exchanged and five years have subsequently elapsed.
The ENGINEER shall not be liable for the inadvertent or accidental
disclosure of Proprietary Information, if such disclosure occurs despite the
exercise of at least the same degree of care as The ENGINEER normally
takes to preserve and safeguard its own proprietary information."
,l
INFA-04-CFW-002 Page 3 of 3 d
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/30/2004
DATE: Tuesday, November 30, 2004
LOG NAME: 60ENERGY REFERENCE NO.: **C-20422
SUBJECT:
Authorize Engineering Agreement with Kellogg Brown & Root, Inc. for the Energy Management
Project at the Water/Wastewater Treatment Plant Sites
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into an engineering agreement
with Kellogg Brown & Root, Inc. for the Energy Management Project for Water/Wastewater Treatment Plant
Sites for an amount not to exceed $81,130.00.
DISCUSSION:
The City Council authorized the advertisement for bids to lease City owned property, on August 24, 2004
(M&C C-20233), for gas well development at Alliance Airport, Gateway Park, Quanah Parker Park and
Tandy Hills Park. The Village Creek Wastewater Treatment Plant (VCWWTP), along with the water
treatment plant sites, are being considered as future lease sites for natural gas well development.
Before the Village Creek Wastewater Treatment Plant (VCWWTP) or water treatment plant sites are leased
for natural gas well development, the City should look at the potential use of natural gas and other alternate
fuel sources at these sites and other sites for the financial benefit of the City and its citizens. In addition,
the City needs to minimize environmental risks related to gas drilling operations and determine possible
eligibility for renewable energy credits.
As part of this project, the Engineer will assist the City in development of goals and objectives for natural
gas well development on water/wastewater treatment plant sites. Further, the Engineer will assist in
development of special terms and conditions for the natural gas leases and other alternate fuel sources and
the developnment of possible renewal energy credits, and will provide coordination with current Village
Creek Wastewater Treatment Plant (VCWWTP) gas turbine co-generation operator.
Kellogg Brown & Root, Inc. is in compliance with the City's M/WBE Ordinance by committing to 40%
participation. The City's goal on this project is 20%.
The Village Creek Wastewater Treatment Plant is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Sewer Capital Projects Fund.
Logname: 60EN-ERGY Page 1 of 2
PS46 531200 070460300170 $81.130.00
Submitted for City Manager's Office by: Marc Ott (8476)
Originating Department Head: S. Frank Crumb (Acting) (8207)
Additional Information Contact: S. Frank Crumb (Acting) (8207)
Logname: 60ENERGY Page 2 of 2