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HomeMy WebLinkAboutContract 46723 CITY SECRETAW I r 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 360 Clarus, LLC, authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Near West Side Volumetric Study (SWS-070). 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 Near West Side Volumetric Study. (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 $47,200 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 rrthe City in connection with such services. rr C_ Z i City of Fort Worth,Texas Standard Agreement for Professional Services OFFICIAL RECORD i� Revision Date:9/24/2014 c Page 1 of 8 CITY SECRETARY c�e FT. WORTH, TX Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 24 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 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, Stormwater Management, Attention: Jennifer Dyke, CFM, 1000 Throckmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. 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:9/2412014 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 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. 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: Stormwater Management Division, Steve Eubanks, P.E., CFM 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: 360 Clarus, LLC Attn: Michael Crenshaw, P.E., CFM 4660 Cedarview Drive Fort Worth, Texas 76123 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� lay#Pk-P- 20 1A BY: BY: CITY OF FORT WORTH ENGINEER 360 Clarus, LLC ---)/Aer L"A C- Fernando Costa Michael Crenshaw Assistant City Manager Manager Date: G4//.v Date: APPROVAL RECOMMENDED: Gto By: _3l , C� DouglasN. Wiersig, Ph.D., Director, Transportation Public Works APPROVED AS TO FORM AND LEGALITY M&C No.: NA By: 94wM&C Date: NA Douglas W. Black Assistant City Attorney �1 ATTEST: P - Of07r �..� oX ° aryy e t3 o$ ° City 421ary 'rP" City of Fort Worth,Texas No Standard Agreement for Professional Services Revision Date:9/24/2014 Page 8 of 8 Attachment A Near West Side Volumetric Study(SWS-070) FINAL Scope 5/27/2015 Problem Statement Existing drainage system limitations, flooding and the mapped limits of FEMA's Special Flood Hazard Area (SFHA) within Sump 14W/15W make economic re-development challenging in the Bailey's Industrial Addition area,just west of downtown Fort Worth. Objective To identify an initial phase of the master plan concept that would make economic re-development in the area (Exhibit 1) attractive from a drainage/flood protection perspective. The initial phase would result in a removal/reduction of the SFHA in the area of interest. Assumptions and Methodology • Information will be utilized from the following sources: o Feb. 2015 initial master plan concept and existing flooding conditions maps o August 15, 2003 Hydrologic Study of West Fork of the Trinity River Sump 14W/15W by Halff Associates, Inc. o August 26, 2003 Hydrologic Study of West Fork of the Trinity River Sump 14W/15W with Proposed Trinity River Bypass Channel by Halff Associates, Inc. o Nov. 20, 2002 Memo from Halff to Corps regarding updated project costs for Alternative 4 o March 1998 Fort Worth Sump 14W Site Investigation Final Report. Geo-Marine, Inc. o Draft Nov. 2004 Sump 14W Alternative Analysis o City's current available terrain data • Volume for sump storage will be determined using the 2003 Halff study • Planning level of detail: A volumetric analysis will be utilized. No engineering modeling will be performed. • Sump storage will be the targeted floodplain reduction approach, while locating it in areas that are compatible with possible future pump station • Analysis will consider guidance for constructing along Corps levees when identifying storage locations • Three general areas (A, B, C on Exhibit 1) will be evaluated to identify the impact of fill in the SFHA. Two options regarding fill will be considered: o Identifying what land will be removed from the SFHA if sump storage is increased (utilizing terrain data) o Relocating the removed fill to areas A, B and C to specifically raise them out of the SFHA to allow for more predictable development • Stakeholder input will be utilized to identify and refine alternatives • Sump storage may be identified within Linwood Park • Information from this study will be utilized in a more detailed, future watershed study effort to be performed by others Deliverables • Concept map or maps showing sump storage alternatives (approximate properties needed, acre-feet, depth, acreages) and approximate extent and acreage of SFHA change (show existing and proposed reduced floodplain on the map) • Table of properties that would need to be acquired for each alternative, current ownership and land use information, and approximate value based off appraisal district information • List of acquisition and constructability considerations(HMAT concerns, etc.) • Phasing plan to acquire recommended properties for sump storage • Memo summarizing study effort and findings Page 1 of 2 Attachment A Near West Side Volumetric Study(SWS-070) FINAL Scope 5/27/2015 Exhibit 1 Near West Side Volumetric Study May 2015 Location Map ZONE X SNAMRo t F K' AVENUE.. 9`� Cr; SUMP.. ZONEtAE.NO. 16W . EN, (E L.538) m HOTTS amiZONE TREET X F STREET ". wZ61 E S MP ION EAE . .. : ZONE INV 25 (EL 537) . Z . E ETTLEMEN A� WHITMO. REE .:• .. cn J 5 S a • ATp •��, O M ZONE X ZON W J �RRWA STREET � Y: 0 STR W 5TH=STR. ¢ cn 9 9Z ¢ IW 16TH 11 'STREET W 6TH Page 2 of 2 ATTACHMENT B COMPENSATION Near West Side Volumetric Study(SWS-070) Lump Sum Project I. Compensation A. The ENGINEER shall be compensated a total lump sum fee of $47,200 as summarized in Exhibit B-1 — Engineer Invoice and Section IV— Summary of Total Project Fees. The total lump sum fee shall be considered full compensation for the services described in Attachment A, including all labor materials, supplies, and equipment necessary to deliver the services. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. Partial payment shall be made to the ENGINEER monthly upon City's approval of an invoice prepared and submitted by the ENGINEER in the format and including content as presented in Exhibit B-1, Progress Reports as required in item III. of this Attachment B, and Schedule as required in Attachment D to this Agreement. B. The estimated current physical percent complete as required on the invoice shall be calculated from the progress schedule as required in Attachment D to this Standard Agreement and according to the current version of the City of Fort Worth's Schedule Guidance Document. C. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department, Steve Eubanks, P.E., 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 1 of 3 B-1 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant 360 Clarus, LLC Volumetric Analysis $47,200 100% Proposed MBE/SBE Sub-Consultants Non-MBE/SBE Consultants TOTAL $47,200 100°!0 Project Number & Name Total Fee MBE/SBE Fee MBE/SBE City MBE/SBE Goal = 0% Consultant Committed Goal = 0% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 3 B-2 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 work types and work phases. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 3 B-3 m § \ \ ( � � ) § k o § uZ k0 a » g �) | 0 _ _ � § t _ 0 ILj � 2 ! § ) � � - E 1 � ( EE ! � « § k as ® 8 BBQ } \ L ) 2 � � E E v r /o e \ k ) q L / 2 . ■ $ v 0 LAE IL ; - 0 j ( 0 j § kf ~ C) ) k ) } ID « .. o � ■ cm ak k °k : § / k ) \ 7 k o /cr/ ° � f - E k � ■ � a EV) \ ) / a ■ « 7 LL a \ \ 0 ■ 2 , > CO) :w a 2 % IL° - n (D " � 2 � r�k - - § u � ■ 19- -05o § . . , . � 0 - E ;-0 § §cc� CD a L.a ƒ G 2 Cc cc) 3 ) 23332 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Near West Side Volumetric Study (SWS-070) None. City of Fort Worth,Texas Attachment C PMO Release Date:05.19.2010 Page 1 of 1 _v t N 2 2 N N CO O p N O N M N C O Uco C/) CL ! F- N N Z 4-a CM O M C U Y co R O ^ r cl) N IT N M d T cl) r N N n r Cl) T =3 r r 3 N =3 n CO Q o rn n Q M U) 75 N �C/) T N 3 N CZ N N C ITr 7 Vch � co v N =3 c N T = N _ � N O CD k . • 0 VJ A� _I d • CrW CD • E N • • V L ♦.d 7v Q 7