HomeMy WebLinkAboutContract 49093 , 234 e?
Q� CITYSECRETARY G C r��
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
c� his PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into
etween the CITY OF FORT WORTH(the"City"),a home rule municipal corporation situated
v b £ ortions of Tarrant,Denton and Wise Counties,Texas,acting by and through Charles Daniels,its duly
authorized Assistant City Manager, and GERSHMAN, BRICKNER & BRATTON, INC.
("Consultant"), a Maryland Corporation and acting by and through Harvey William Gershman, its duly
authorized President, each individually referred to as a "party" and collectively referred to as the
"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following;
1. This Agreement for Professional Services
2. Exhibit A—Scope of Services
3. Exhibit B—Payment Schedule
4. Exhibit C—Project Schedule
5. Exhibit D—Rate Schedule
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional services for the purpose of the
development of a 20-year(2017-2037)comprehensive solid waste management plan(CSWMP).Attached
hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Services,
more specifically describing the services to be provided hereunder. The City shall issue a Notice to
Proceed for the Scope of Services identified in Exhibit"A", and Consultant shall commence the Scope
of Services upon receiving such notice. The project schedule is identified as Exhibit "C".-The CSWMP
shall be developed as a dynamic document that at regular intervals will be modified as appropriate to
encompass new services,programs and facilities,and adjust costs and diversion rates as planned services,
programs and facilities are implemented. In order to allow City staff to carry out regular updating of the
CSWMP, Consultant will provide to the City the working files (Word, Excel, Power Point, etc.)used in
the development of the CSWMP.
2. TERM.
This Agreement shall commence upon on the date this Agreement is fully executed ("Effective
Date") and shall expire on the last date of the twenty-fourth month from the Effective Date, unless
terminated earlier in accordance with the provisions of this Agreement, or agreed upon in writing by both
parties by amendment to this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed$49,000 in accordance with the provisions
of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all
purposes herein.Payment shall be made to the Consultant on a percent completion of each task. Consultant
will estimate the percent completed for each task and will bill the City monthly. 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.In the event additional services are agreed upon,
the Rate Schedule attached as Exhibit"D" can be used as the basis for invoicing for additional 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.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
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 the payments herein agreed upon for which funds shall have 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 up to 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 under this Agreement. 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. Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Consultant
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
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 at
no additional cost to the City. 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
Professional Services Agreement—Gershman, Brickner&Bratton, Inc., Page 2 of 13
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, 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.
CONSULTANTSHALL BELIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY
LOSS,PROPERTYDAMAGEANVIOR PERSONAL INJURY,INCLUDINGDEATH, TOANYAND
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.
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) AND/OR PERSONAL
INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANYKIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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 consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees
to be bound by the duties and obligations of Consultant under this Agreement. The following firms are
agreed to by the City for GBB to enter into such written agreements: Arredondo, Zepeda &Brunz LLC,
Risa Weinberger & Associates, Inc., and Open Channels Group. The Consultant and Assignee shall be
Professional Services Agreement—Gershman, Brickner&Bratton, inc., Page 3 of 13
jointly liable for all obligations under this Agreement prior to the assignment.If the City grants consent to
a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide
the City with a fully executed copy of any such subcontract.
'10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate ,
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle"shall be any vehicle owned,hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et
seq. Tex. Rev. Civ. Stat.)and minimum policy limits for Employers'Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Professional Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability(CGL)policy, or a separate policy specific to Professional
Professional Services Agreement—Gershman, Brickner& Bratton, Inc., Page 4 of 13
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be
claims-made,and maintained for the duration of the contractual agreement and for two(2)
years following completion of services provided. An annual certificate of insurance shall
be submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement.All policies except Workers'Compensation shall be endorsed
to name the City as an additional insured thereon,as its interests may appear. All policies
shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth.The term
City shall include its employees,officers, officials,agent, and volunteers in respect to the
contracted services. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.A minimum of
thirty(3 0)days'notice of cancellation or reduction in limits of coverage shall be provided
to the City: Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Such terms shall be endorsed onto Consultant's insurance policies.Notice shall
be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas
76102,with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Consultant agrees to comply with all applicable 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.
12. 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.
13. 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 Gershman,Brickner&Bratton,Inc.
Attn: Charles Daniels Harvey Gershman
1000 Throckmorton Street 8550 Arlington Boulevard, Suite 304
Fort Worth TX 76102-6311 Fairfax,VA 22031
Facsimile: (817)392-8654 Facsimile: (703)698-1306
Professional Services Agreement—Gershman, Brickner& Bratton, Inc., Page 5 of 13
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for 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.
15. 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.
16. 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.
17. GOVERNING LAW/VENUE.
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 he in state courts located in Tarrant County,Texas or the United States District Court
for the Northern District of Texas,Fort Worth Division.
18. 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.
19. 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.
20. 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.
21. 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.
Professional Services Agreement—Gershman, Brickner&Bratton, Inc., Page 6 of 13
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension,modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by the
parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations
set forth in the City's Request for Proposals and the Consultant's Proposal and revised scope of work and
cost estimate. No agent of either party has authority to make, and the parties shall not be bound by, nor
liable for, any covenant, statement,representation or promise not set forth herein. The parties may amend
this Agreement only by a written amendment executed by both parties.
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity. The other party is fully entitled to rely on
this warranty and representation in entering into this Agreement.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement—Gershman, Brickner& Bratton, Inc., Page 7 of 13
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 2-4 day
Of SI A e —,2017.
CITY OF FORT WORTH: GERSHMAN, BRICKNE R & BRATTON,
INC.
By: B
Fernando Costa WrVeVf1am Gershj�
t
Assistant City Manager Presid t
Date: 24ZI 7 Date: 7
ATTEST:
ATT:LBy:�
Mary Ky*a
City Secretary" of ......FO/�,,,
V.
APPROVED AS TO FORM AND
LEGALITY:
0
By: Ul n
Chr&Aa R.Lopez-Re olds
Sr. Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirmenV.
Name of EmployAr26 4 15�&'-X-+
Title
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Professional Services Agreement–Gershman, Brickner& Bratton, Inc., Page 8 of 13
Exhibit A—Scone of Services
Objectives:
The City has developed additional consolidated continents to the CSWMP, including Appendices D
(Evaluation of Program Elements) and E (Recommendations). The City has also developed eight (8)
additional key public recommendations to include in Appendix E and Executive Summary Implementation
Plan.
The City Manager's Office(CMO)has approved advancing the Proposed CSWMP through the appropriate
additional commissions prior to including on the June 13, 2017 City Council Work session and then June
20, 2017 City Council Agenda for formal hearing and adoption. It is recognized that there may be
comments on the recommendations of the CSWMP, which would need to be included in the final adopted
documents.
Public comments were received to the draft CSWMP. These comments need to be incorporated into
Appendix C,Appendix D and the Executive Summary Implementation Plan. The City also desires to have
a Comprehensive Glossary be developed as Appendix A and an Index of Subjects be developed as Appendix
B.
The City desires to have a map of closed landfills located within the four(4)counties of Tarrant,Denton,
Parker and Wise be incorporated into the CSWMP.
GBB attended the third CSWMP Open House on September 15, 2016. The City requests attending the
presentation of the final CSWMP to Council.
Work Plan:
Task 1: Attend CSWMP Open House
GBB will incorporate the public input received at the September 15,2016 Open House, online comments,
additional environmental group discussions and staff input into Proposed CSWMP Appendix C, D and
Executive Summary Implementation Action Plan.
Task 2:Develop Comprehensive Glossary and Index of Subjects
The GBB Team will develop a Comprehensive Glossary and Index of Subjects as Appendices A and B of
the CSWMP.
Task 3: Research Closed Landfills
The GBB Team will research closed landfills within the four(4) counties of Tarrant, Denton, Parker and
Wise. Information will be obtained from the Texas Commission on Environmental Quality(TCEQ) and
the solid waste management plans of those specific counties. The GBB Team will not 'do any field
reconnaissance to verify the location of the closed landfills nor determine the location of any unreported
closed landfills within the four named counties. A map of the four counties will be developed showing the
location of the closed landfills and this map will be incorporated into the CSWMP along with a listing of
the references that that we relied on.
OFFICIAL RECORD
Professional Services Agreement—Gershman, Brickner&Bratton, Inc., CITY$ECRU Alf 3
FT.WORTH, TX
Task 4: Update and Finalize CSWMP
The City will send the GBB Team the City's additional consolidated comments to the CSWMP along with
the eight (8) additional key action items and five (5) new recommendation goals, which will replace the
current five (5) stated goals. The GBB Team will hold up to two (2) conference calls with the City to
review and discuss the City's consolidated comments to the CSWMP and additional key public
recommendations. Additional one-on-one calls may be needed between the City and the GBB Team to
clarify the comments or recommendations.
The City will provide the GBB Team one(1)set of consolidated public comments received in response to
the draft CSWMP. These comments will be incorporated into the appropriate documents.
The GBB Team will revise the CSWMP as described above and present the draft final CSWMP to the City
for one additional review. The City will provide the GBB Team with one set of consolidated comments on
the final CSWMP,and produce the Proposed CSWMP and transmit electronically to the City by Monday,
June 12, 2017. Any modifications that develop from the June 13, 2017 or June 20, 2017 City Council
meetings will be incorporated in the final Adopted CSWMP and related Appendices.
The City requests,the GBB Team to attend the Proposed CSWMP to Council on June 13,2017 and/or June
20,2017,which will be confirmed on or before May 29,2017.
Professional Services Agreement—Gershman, Brickner&Bratton, Inc., Page 10 of 13
Exhibit B—Payment Schedule
The GBB Team will complete the above Scope of Work for a fixed fee of forty-nine thousand dollars
($49,000.00)as detailed below:
Task l: $14,000.00
Task 2: $ 4,000.00
Task 3: $ 8,000.00
Task 4: $23.000.00
Total: $49,000.00
GBB will invoice the City monthly on a percent complete basis by task and invoices are expected to be
paid within 30 calendar days.
Professional Services Agreement—Gershman, Brickner& Bratton, Inc., Page 11 of 13
Exhibit C—Proiect Schedule
The GBB Team will proceed with the Scope of Work upon authorization from the City. The final CSWMP
will be updated and submitted back to the City within 30 calendar days of the executed agreement but no
later than June 12,2017.
Professional Services Agreement—Gershman, Brickner&Bratton, Inc., Page 12 of 13
Exhibit D—Rate Schedule
2017
GERSHMAN,BRICKNER&BRATTON,INC.
COMPENSATION RATE AND FEE SCHEDULE t'•z.3.41
POSITION ($PER HOUR)
President 259.00
Founder Associate/Executive Vice President 232.00
Sr.Vice President 216.00
Vice President 184.00
Special Principal Associate 175.00
Principal Associate Engineer 167.00
Principal Associate 157.00
Sr.Project Manager/Sr.Project Engineer/Sr.Associate Engineer 152.00
Project Manager/Sr.Associate 135.00
Project Engineer/Sr.Consultant/Support Director 120.00
Consultant II/Engineer II/Contract Administrator 100.00
Consultant I/Engineer I 78.00
Administrative Support 60.00
Clerical/Support Staff/Research Assistant/Graphics Coordinator 48.00
EXPENSES(3) CHARGE
Personal Car/Company Car Current IRS Rates per mile(4)
(or$80.25/day+fuel,whichever is less)
Local Travel Expenses(tolls,parking) As Incurred
Room and Board As Incurred
Airfare Coach Class,Discount
Fares When Available
Car Rental Discount Rate
Duplicating(black and white) $.15 per Copy
Duplicating(color) $.25 per Copy
Long Distance Telephone As Incurred
Graphics and Art As Incurred
Messenger and Delivery Service As Incurred
Subcontractors As Incurred
Facsimile Communications Outbound $0.50 per page
(')Effective January 1,2017 through December 31,2017.Subject to January 1"annual increase based on CPI.
(a)For payments not received within 30 days of invoicing date,interest charge of 1.00%per month will be applied.
(3)A Fee of 10 percent applied to expenses,including subcontractors.
caJ Subject to adjustmentper IRS guidelines(or$80.25/day+fuel-whichever is less).
Professional Services Agreement—Gershman, Brickner& Bratton, Inc., Page 13 of 13