HomeMy WebLinkAboutContract 46453 Cml►SECRETA!!'af �k53
CONTRACT NO.
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality
(the "CITY"), and CTC, Inc., authorized to do business in Texas, an independent contractor
("Consultant"), for a PROJECT generally described as: UPRR Kroger Group Quiet Zone.
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 UPRR Kroger Group Quiet Zone.
(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 $21,887 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
Revision Date:9/2412014 OFFICIAL RECORD
Page 1 of 8
CITY SECRETARY
R E C I V F D FEB 2 4 P.M. �,yMORTN,TX
Article III
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one
year 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
Revision Date:9/24/2014
Page 2 of 8
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 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 the Transportation and Public Works
Department Attention: Lissette Acevedo, P.E., P.T.O.E., 1000 Throckmorton
Street, Fort Worth, TX76102, 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
Revision Date:9/24/2014
Page 3 of 8
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.
Article VIII
Termination of Contract
(1) City may terminate this Agreement for its convenience on 30 days' written notice.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 4 of 8
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 after 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.
(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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 5 of 8
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 City has goals for the participation of minority business enterprises and/or
small business enterprises in City contracts. Consultant acknowledges the (VIBE and SBE
goals established for this Agreement and its accepted written commitment to VIBE 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.
Article XIII
Contract Construction
The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 6 of 8
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: Lissette Acevedo, P.E., P.T.O.E.
Transportation and Public Works
1000 Throckmorton Street
Fort Worth, Texas 76102
CTC, Inc.
Attn: Kurt Anderson
6100 Southwest Blvd
Fort Worth, TX 76109
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
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014
Page 7 of 8
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.
Executed and effective this the 5th day of February 2014.
BY: BY:
CITY OF FORT WORTH ENGINEER
CTC, Inc.
Fernando Costa Mike CunrVgham
Assistant City Manager Chief Operating Officer
r
Date: AX4iLz/L Date: /Z Z
APPROVAL RECOMMENDED:
Doug W rsig, P.E.
Director, TPW
APPROVED AS TO FORM AND LEGALITY M&C No.:
By: WIVI&C Date:
'Iyoug Black
Assistant City Attorney ¢ORr
000
ATTEST:
o�
° G
°20000
Mary J. a r
City Secr ry"
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9/24/2014 OFFICIAL RECORD
Page 8 of 8
CITY SECRETARY
F'T',WORTH,TX
ATTACHMENT "A"
Scope for Engineering Design Related Services for Street Improvements
The scope set forth herein defines the work to be performed by the ENGINEER in
completing the project. Both the CITY and ENGINEER have attempted to clearly define the
work to be performed and address the needs of the Project.
OBJECTIVE
The engineering consultant will provide task efforts in the following areas based as directed
by the City Project Manager. Provide guidance and prepare documents and plans for the
establishment of quiet zones at (4) Union Pacific Railroad at grade crossings of Kroger
Drive, Wall Price Keller, and two Private crossings generally described as UPRR Kroger
Group Quiet Zone as requested by the city.
WORK TO BE PERFORMED
Task 1. Design Management
Task 2. Railroad Grade Crossing Quiet Zone Design and Implementation
Task 3. Additional Services
TASK 1. DESIGN MANAGEMENT.
ENGINEER will manage the work outlined in this scope to ensure efficient and effective use
of ENGINEER's and CITY's time and resources. ENGINEER 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.
1.1. Managing the Team
• Lead, manage and direct design team activities
• Ensure quality control is practiced in performance of the work
• Communicate internally among team members
• Task and allocate team resources
1.2. Communications and Reporting
• Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and
clarify scope, understand CITY objectives, and ensure economical and functional
designs that meet CITY requirements
• Conduct and document project update meetings with CITY Project Manager as
needed
• Prepare invoices, in accordance with Attachment B to this Standard Agreement and
submit monthly in the format requested by the CITY.
City of Fort Worth,Texas
Attachment A
PMO Release Date:07.23.2012
Page 1 of 3
• Prepare and submit monthly progress reports in the format provided by the respective
CITY Department.
• Coordinate with other agencies and entities as necessary for the design of the
proposed infrastructure, and provide and obtain information needed to prepare the
design
• With respect to coordination with permitting authorities, ENGINEER shall
communicate with permitting authorities such that their regulatory requirements are
appropriately reflected in the designs. ENGINEER shall work with regulatory
authorities to obtain approval of the designs, and make changes necessary to meet
their requirements, as part of the design scope.
• Personnel and Vehicle Identification: When conducting site visits to the project
location, the ENGINEER or any of its sub-consultants shall carry readily visible
information identifying the name of the corripany and the company representative.
DELIVERABLES
A. Meeting summaries with action items
B. Monthly invoices
C. Monthly progress reports
D. Monthly schedule updates with schedule narrative describing any current or
anticipated schedule changes
TASK 2. RAILROAD GRADE CROSSING QUIET ZONES
Provide guidance, coordination, and preparation of documentation and specific plans
required for the establishment of quiet zones as requested by the city.
ENGINEER will develop the quiet zone design and plans as follows.
2.1. Review of Existing Documents
• Prepare Project Schedule and update monthly
• Provide QA/QC on the existing Kroger PS&E plan
• Conduct on-site review with city of quiet zone plans and existing conditions, take
field measurements, provide inspection notes
• Prepare Notice of Intent (NOI) to establish quiet zone and assist City in issuance
of documents
• Prepare response to comments submitted by others during the Notice of Intent
(NOI) process (if applicable)
• Prepare pavement markings and sign location layout
• Prepare draft M&C for city review and process, coordination with city staff to
obtain approval
• Prepare Public Authority Application (PAA) documents and all attachments. This
includes quiet zone calculator analysis.
City of Fort Worth,Texas
Attachment A
PMO Release Date:07.23.2012
Page 2 of 3
• Respond to stakeholder comments and/or FRA comments
• Prepare Notice of Establishment (NOE) for City signature and issuance
2.2. Conduct On-Site Inspection
• Conduct final inspection prior to quiet zone establishment for both quiet zones
• Provide Railroad and FRA Coordination
• Review Street Design plans and layouts
• Provide progress updates, attend meetings
• Project management, accounting and administration
DELIVERABLES
A. Response letters to NOI comments (if applicable)
B. Mayor and Council request for approval to execute NOE
C. Notice of Establishment for each quiet zone
D. Monthly Invoices/Progress Reports/Meeting Notes
Additional Services not included in the existing Scope of Services — CITY and
ENGINEER agree that the following services are beyond the Scope of Services
described in the tasks above. However, ENGINEER can provide these services, if
needed, upon the CITY's written request. Any additional amounts paid to the
ENGINEER as a result of any material change to the Scope of the Project shall be
agreed upon in writing by both parties before the services are performed. These
additional services include the following:
Performance of miscellaneous and supplemental services related to the project as
requested by the CITY.
City of Fort Worth,Texas
Attachment A
PMO Release Date:07.23.2012
Page 3 of 3
ATTACHMENT B
COMPENSATION
Design Services for
Kroger Drive Quiet Zone Group
Kroger Drive, Wall Price Keller Rd, 2 Private Drives
City Project No.�(J-0
Time and Materials with Rate Schedule Project
I. Compensation
A. The ENGINEER shall be compensated for personnel time, non-labor expenses,
and subcontract expenses in performing services enumerated in Attachment A
as follows:
i. Personnel Time. Personnel time shall be compensated based upon hours
worked directly in performing the PROJECT multiplied by the appropriate Labor
Category Rate for the ENGINEER's team member performing the work.
Labor Category Rate as presented in the rate schedule table below is the rate for
each labor category performing the work and includes all direct salaries,
overhead, and profit.
Labor Category Minimum Rate Maximum Rate
($/hour) ($/hour)
Principal (Engineer IX) $320 $420
Sr. Project Manager (Engineer V11) $200 $260
Traffic Engineer (Engineer VII) $100 $200
Project Manager(Engineer VII) $100 $150
CADD Technician(Technician V) $80 $120
Project Accounting (Administrator N) $55 $130
Clerical Support (Administrator 111) 1 $70 1 $110
ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct
Expenses at invoice or internal office cost.
Direct Expenses (non-labor) include, but are not limited to, mileage, travel and
lodging expenses, mail, supplies, printing and reproduction services, other direct
expenses associated with delivery of the work; plus applicable sales, use, value
added, business transfer, gross receipts, or other similar taxes.
iii. Subcontract Expenses. Subcontract expenses and outside services shall
be reimbursed at cost to ENGINEER plus a markup of ten percent (10%).
iv. Budgets. ENGINEER will make reasonable efforts to complete the work
within the budget and will keep the City informed of progress toward that end so
that the budget or work effort can be adjusted if found necessary.
City of Fort Worth,Texas
Attachment 8
PMO Official Release Date;8.09.2012
Page 1 of 4
B-1
ATTACHMENT B
COMPENSATION
ENGINEER is not obligated to incur costs beyond the indicated budgets, as may
be adjusted, nor is the City obligated to pay ENGINEER beyond these limits.
If ENGINEER projects, in the course of providing the necessary services, that the
PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether
by change in scope of the project, increased costs or other conditions, the
ENGINEER shall immediately report such fact to the City and, if so instructed by
the City, shall suspend all work hereunder.
When any budget has been increased, ENGINEER's excess costs expended prior
to such increase will be allowable to the same extent as if such costs had been
incurred after the approved increase.
B. The ENGINEER shall be paid monthly payments as described in Section II -
Method of Payment.
II. Method of Payment
A. The ENGINEER shall be paid by the City based upon an invoice created on the
basis of statements prepared from the books and records of account of the
ENGINEER, based on the actual hours and costs expended by the ENGINEER
in performing the work.
B. Each invoice shall be verified as to its accuracy and compliance with the terms of
this Agreement by an officer of the ENGINEER.
C. ENGINEER shall prepare and submit invoices in the format and including content
as presented in Exhibit B-1.
D. Payment of invoices will be subject to certification by the City that such work has
been performed.
III. Progress Reports
A. The ENGINEER shall prepare and submit to the designated representative of the
Transportation and Public Works Department, monthly progress reports and
schedules in the format required by the City.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 2 of 4
B-2
ATTACHMENT B
COMPENSATION
IV. Summary of Total Project Fees
Firm Primary Responsibility Fee Amount %
Prime Consultant
Proposed MBE/SBE Sub-Consultants
Non-MBE/SBE Consultants
TOTAL $ 100%
Project Number & Name Total Fee MBE/SBE Fee MBE/SBE
°
City NIBE/SBE Goal = _% Consultant Committed Goal = _ %
City of Fort Worth,Texas
Attachment B
PMO Official Release Date!8.09.2012
Page 3 of 4
B-3
EXHIBIT "B-1"
ENGINEER INVOICE
(Supplement to Attachment B)
Insert required invoice format following this page, including negotiated total budget and
allocations of budgets across desired work types and work phases.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 4 of 4
B-4
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