HomeMy WebLinkAboutContract 29058 09-05-03 P01 :58 1 tl
PROFESSIONAL SERVICES AGREEMENT ITY SECRETARY
CONTRACT NO,
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation situated in portions of Tarrant and Denton Counties, Texas,
acting by and through MarCOtt, its duly authorized Assistant City Manager, and MWH
AMERICAS, INC. ("Consultant"), a California corporation.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting
services. Such services are to perform a Water Quality Assessment of the Rolling Hills
Water Treatment Plant and distribution system. Attached hereto and incorporated for
all purposes incident to this Agreement is Exhibit A describing the scope of work.
2. TERM.
This Agreement shall commence upon July 21, 2003 and terminate August 29,
2003.
3. COMPENSATION.
The City shall pay Consultant the lump sum amount of $24,942.00 in
accordance with the provisions of this Agreement. Consultant shall not perform any
additional services for the City not specified by this Agreement, unless the City
requests and approves in writing the additional costs for such services. The City shall
not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing. City shall make payment within
30 days of receipt of Consultant's invoice.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for
any reason by its providing the other party with 30 days' written notice of
termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in
any fiscal period for any payments due hereunder, City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the
City of any kind whatsoever, except as to the portions of #_e__p_ay.
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agreed upon for which funds shall be been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actually rendered as of the
effective date of termination and Consultant shall continue to provide the City
with services requested by the City and in accordance with this Agreement up
to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's
services and proposed services with respect to the Scope of Services. In the event
that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall
treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this contract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of the
consultant involving transactions relating to this Contract. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall,
until expiration of three (3) years after final payment of the subcontract, have access
to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours
to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.
City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an
independent contractor as to all rights and privileges granted herein, and not as agent,
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representative or employee of the City. Subject to and in accordance with the
conditions and provisions of this Agreement, Consultant shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior
shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN THE
PERFORMANCE OF THIS PROJECT.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND
ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES IN THE PERFORMANCE OF THIS PROJECT.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants
such consent, the assignee or subcontractor shall execute a written agreement with the
City under which the assignee or subcontractor agrees to be bound by the duties and
obligations of Consultant under this Agreement.
10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all federal, state and local laws, ordinances,
rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist From and correct
the violation.
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11. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the
performance of Consultant's duties and obligations hereunder, it shall not discriminate
in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non-discrimination
covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
12. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other
party, its agents, employees, servants or representatives, (2) delivered by facsimile
with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth MWH Americas, Inc.
1000 Throckmorton 309 West 7th Street, Suite 1010
Fort Worth TX 76102-6311 Fort Worth, Texas 76102
Facsimile: (817) 871-8195 Facsimile: (817) 870-5057
13. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been
employed by the other during the term of this agreement, without the prior written
consent of the person's employer.
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does
not waive or surrender any of its governmental powers.
15. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not
constitute a waiver of the City's or Consultant's respective right to insist upon
appropriate performance or to assert any such right on any future occasion.
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16. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, is brought on the
basis 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.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
18. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their
reasonable control (force majeure), including, but not limited to, compliance with any
government law, ordinance or regulation, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
21. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision
of this Agreement.
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21. LIMITATION OF LIABILITY
IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE
PROJECT BOTHTHE CITY AND CONSULTANT, THE PARTIES AGREE, TO
THE FULLEST EXTENT PERMITTED BY LAW, TO LIMIT THE AGGREGATE
LIABILITY OF CONSULTANT, ITS PARENT, AFFILIATES AND
SUBCONTRACTORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS, TO $50,000.00. THIS LIMITATION OF
LIABILITY SHALL APPLY TO ALL SUITS, CLAIMS, ACTIONS, LOSSES,
COSTSAND DAMAGES OF ANY NATURE, INCLUDING BUT NOT LIMITED
TO LEGAL FEES AND EXPENSES, ARISING FROMUNDER WHICH SUCH
LIABILITY IS IMPOSED.
22. Any modifications or reuse of the work product prepared by Consultant
hereunder without written verification or adaptation by Consultant for the specific
purpose intended will be at the City's sole risk and without liability or legal
exposure to Consultant or to Consultant's subcontractor or subconsultants
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement in multiples thisday of , 2003.
ChITYOFF RT WORTHMWH AMERICAS, INC.
BBy.
Marc Ott
Assistant City Manager
ATTEST: ATTEST:
B jIte I L-11 By: /%6
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City Secretary
APPROVED AS TO FORM AND contract Authorization
LEG LITY:
Zl.-.// Data
Assistant City Attorney Z
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Attachment A
SCOPE OF SERVICES
PROJECT DESCRIPTION
The Services to be performed by CONSULTANT shall be as follows:
The CONSULTANT, in conjunction with CITY senior WATER DEPARTMENT staff, will
be responsible for developing, documenting and delivering a Technical Memorandum,
which documents recent water system operation and water quality data relevant to
nitrification occurrences in the Fort Worth, Hurst, North Richland Hills, and Haltom City
distribution systems and present recommendations on potential changes that could
be implemented to the City's existing treatment and delivery systems and method of
operation. This may include recommendations for Further work plans and/or engineering
studies to identify needed improvements, implement new procedures and modify
existing processes or practices. The outcomes from this Task will be made available to
the City, within Thirty (30) calendar days from commencement of this Task. This
process will involve the following sub-tasks to be performed by the CONSULTANT:
1) Data Collection:
• Collect and review relevant water quality data from FWWD.
• Interview FWWD plant staff on recent operations.
• Collect water quality data from customer cities of Hurst, North Richland Hills, and
Haltom City.
• Interview these customer cities on recent operations.
• Prepare a written summary of recent FWWD and customer city plant and
distribution system operations.
• Prepare a summary of FWWD and customer city water quality data.
2) Water Testing:
• Provide written test procedure for chloramine decay rate tests to be performed
by the Rolling Hills Water Treatment Plant staff.
3) Data Analysis:
• Analyze collected water quality data to identify cause-and-effect relationships.
• Coordinate with the WATER DEPARTMENT on obtaining water age data. MWH
will provide WATER DEPARTMENT with requirements of water demands and
locations in the distribution system. WATER DEPARTMENT will arrange for
Freese & Nichols to perform a water age analysis using the FWWD hydraulic
model. WATER DEPARTMENT to forward the water age findings to
CONSULTANT.
• Develop map to show spatial distribution of water quality.
• Obtain review comments and technical guidance from two senior-level water
quality experts with participation via email and conference call. Does not include
any travel of out-of-state staff to Fort Worth.
• Prepare written findings and recommendations.
4) Presentation of Findings:
• Compile written materials into draft Technical Memorandum.
• Coordinate and participate in a review meeting with FWWD staff and involved
customer cities to generate comments and questions.
• Finalize and distribute the Final Technical Memorandum.
Summary of Meetings and Deliverables:
• Participate in review meeting with FWWD and customer cities for one-half day.
• Provide Technical Memorandum documenting findings and recommendations.
SCHEDULE FOR COMPLETION
Work for this Task shall be completed by August 29th, 2003 with work to commence on,
or about, 21 st July, 2003.
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Consulting Services(Lump Sum)(Rev. 1-14-2003)