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Home My WebLink AboutContract 35414�Haf_i.Y �`,��'� aC%��Y c�r��c� n�� . � STATE OF TEXAS KNOW ALL BY IHESE PRESENIS: COUNIIES OF IARRANI DENION AND WISE CONTRACT F�R PROF�SSIONAL CONSULTING S�RVICES Ihis Contract is nlade by the City o#�Fozt Woz�th, Iexas, a municipal co�poration situated in Iarxant, Denton ar�d Wise Counties, Texas, hereinafter called "City," and Gez�shman, Brickner & Bratton, Inc,, a Matyland coiporation, hereinaftei called "Consultant oi GBB," both pazties acting herein by and thiough thei� duly authotized repx�esentatives: 1. Scone of' Services. Consultant shall pt�pa��e a ma.rketplace assessment regas•ding the ielationship batvveen the City and Allied Waste Systems/Tziu�iiy u.ndez the terms and condit�ions o#'City Secretary Contr�a.ct Number 28336, as amended, knor�m as "Agreernent to Lease and OpaYate Southeast Landfill", in accordance with its proposai attached as Exhibit A, The par�ties agi�ee that ifthere is a conflict between the terms of' pzoposal and the terms of this Agreement, the terms of' this Agz�eenaent shall prevail., Such assessment shall be made for� the putpose of assisting the City in its deliber�ation with Allied Waste Systems/7rinity; and to review and assess the matket conditions affecting the per%rmance ofthat Cont��act, In nlaki:ng such revievv and assessment, Cansultant shall z�eview pezt�nent documents; and also provide representation in meetings upon request by the City, Such assessment shall be rrzade for the purpose of providing a pzofessional assessment o�'cu.trent salid waste market canditi�ns based on the results o# this review, Information to be reviewed for this assessinent includes, but is not Iimited to, documentation of: GBB SEL.F Plsase I2007 -cnLy3 6/14/07 t � r' i" . . , � � � ` ;`..:��11' e,�_�'l:.>',.'�,�'�.,;�' � � ,:.,;,, 'f �> �''�`��;i �i L' Jl 3��'G'�� 1, landfill tonnage delivered to Southeast Landfill by the City and/or City's conttactoz(s) and 2, other tonnage delivered by A�liedlTxinity and others, 3 , ai��space consumed, 4.. r�emaining airspace, 5 tipping fees paid to AlliedlIxinity b,y the City, 6„ royalties x�eceived by the City, 7 , lease payments, 8.. cont�ibutions to the closut�e/post-closute care fund, 9. othex payments made to the City by Allied/riinity and to Allied/Tr�inity by the City, 10 . copies af coxr�espondence between the City and Alliecil`Izinity concerning Dick Pxice Road and landfill access, 11.. copies of othet relevant coriespondence between the CiTy and AlliedlTiinity, 12. copies of'annual repozts to t11e City an.d to ICEQ, 13. any am;endments to the Lease and Opeiating Agi�eement, 1�. copies of' any Notices of Violation oi x�egulatoYy actions against AlliedlTrini�ty and/or the City, and 15 , such otk�ez data and docuxr�ents as the Cit� believes to be important foi GBB's understanding of'the conditions and circumstances regai�ding the Southeast Landfill and the historical developments and business coz�ditions at that facility and between the City and AlliedlTiinity since tiie Lease and Opexating Ag7�eerrient was executed. 16. Also, to the e�ent fmanczal and opeiationat recards specific to the Southeast Landfll operatiozz of'Allied/Tzinity a.re made available to GBB b,y Allied/ riinity for review and disclosure to GBB SELFPIt�rse 72007 -�v3 2 6/14/07 the City by GBB, to include relevant financial statements fox the faciliry, GBB will review and comment to the City on such records.. As fax as is ��easonabl,y and lawFully practicable, and in the City's sole discretion, the City shall make available specific dacuments as ��equested by the Consultant. Consultant shall not disclose such i_nfoixrnation to any thi��d paxiy without the piior vtrtitten consent of'the City, which may be by erx�ail, facsimile oz lettex�. 2. Scl�edule and Term. Ihe Consultant shall deliver such wiitten assessment as described in Section 1 within. foity- five (45) days of the executioli of�this Ag��eement.. 3. Compensation. Ihe a�mount to be paid to Consultant fox all sezvices perfoxmed hareunde� shall not exceed twenty foui� thousand d�llats ($24,000), hereinafter "Consultant's Fee,° The Consultant's �ee sha1I include alI expensas incwrred by Consultant on an hou��ly atid expense basis as set out in the fee schedule as Exhibit B attached and incoiporated herein in the accomplish�a�ent of Sectzon l, Scope of Services, above, including an� additional copies of'Consultant's assessment(s) requestad by the City.. b„ It is u�n.deistood that this Canttact contemplates the piovision of'fu11 and camplete consulting services fot this pr�vject, zncluding any and ali necessaxy changes oi contirzgericies to complete the woik as outlined in Section l, fot� the fee descxibed in this Section 3..a. An.y service deezned necessary by the Co�nsultant, but beyond the stated Scope of �Servzces must be expr�essly author�zed in wr�iting by the City PRIOR to implementatian of' that service. GBB SELF Phase I2007 -caez,ys 3 6/14/07 4. Daia. All documents and data pr�epated or futnished by Consultant and Consultant's independent pz�ofessional associates and subcontsactors pursuant to this Contract aYe instruments of service in respect to the Scope of Services in Section 1 herein and Consultant shall retain an ownei�ship and property interest therein. The City shall have the iight to use and may nnake and xetain copies of'such documents and data; h.owever, Consultant does not wat�ant ar• i�epr�esent such docuznents and data ar�e apprapxiate for reuse on othei projects by City or by others. 5. Teran. The term of this Contt�act shall commence on Tune 14, 2007and shall tezminate after fo�ty five (45) days, unless othetwise agreed to in writing by both patties 6. Teranination. a.. City may terminate this Cantract at any time fo� any cause by notice in wxiting to Consultant. Upon the receipt of such notice, Const�ltant shall immediately discontinue all sarvices and wozk and the placing of' all o��dex�s oY the entering into contracts for a11 supplies, assistanca, facilities and matetials in cannection with the peiformance of tkus Contx�act and shall p��oceed to cancel promptly all existing conti�acts insofar as they are chargeable to this Conitact., If'the City terrn.inates this Cont��act under this Section 6 a., the City shall pay Contractox foz sexvices actually performed in accoxdance hei�ewith piioz� to such tezmination, less such payn�ents as have been previously made, in accozdanee vvith a final statement submitted by Consultant documenting the perfotmance of such wor�k. b. In the event no funds ox insufficient fiands at�e appx�optiated and budgeted by City in any fxscal period for an,y payments due hereunder�, City will notify Consultant of'such occluience and this Contract shall terrninate on the last day of the fiscal pex7od fox which approptiations were received GBB S,EI.F Pfrase C 20D7 -�,� �,3 4 6/14/0 7 without penalry ox� expense to City of'any kind whatsoevex, except as to the portions of'the payments hez�ein agieed upon foi which funds shall have been appropiiated and budgeted.. c. Upon teimination o:f �this Contz�act far� any reason, Consultant shali provide the City with copies of all completed or paitialIy completed documents prepa��ed under tlus Cont�act., 7. �ndemnification. Consultant shall r•elease, defend, indemnify and �old har�mless City and its officers, agents and employees f'r�ozn and against all damages, injuries (including death), cla�ms, proper� ,ty damages (including loss oi use}, losses, demands, suits, judgments and costs, including reasonable attoxve�'s fees and expenses, in any way arising vut of; r•elated to, or� x�esulting #r�om the per�forwanee of the work or caused by the negligent act or om�ission of' Consultant, its ofiicer�s, �gents, em�ployees, or� subcontr�actor�s„ The Consultant shall not be obligated or lfable to the City for� any claim ar�sing in connection with this Agr•eement except its own� negligence that is the fault o�' the Consultant, and/or its agents, employees, subcontr�actor�s, assxgnees, or� other�s af�liated with Consultant. 8. Indeuendent Contr�actor�. Consultant sk�alI per%xm a11 woik and sexvices hereunder as an independent conix�actor and not as an officer, agent ar empJoyee of'the City,. Consultant shali have exclusive contx�ol of; and the exclusive zight to cont��ol, the details of the woYk pexformed hexeundex and all pexsons peYfox�ing same and shall be solely r�esponsible for the acts and omissions of' zts of�'icei s, agents, employees and subcontracto�s., Nothing hex•ein shall be const� ued as cieating a pattneYship oi joint venture between the Ciiy and the Consultant, its officers, agents, employees and subcontr�actoxs; and the docttine of respondeat superior shall have no application as between the City and the Consultan.t.. GBB SELF Ph ase I 2007 -CnL►-3 5 6/14/07 -_ �� - , � ; ,, �; ; ; J„' �i °��Y��°:,��.� t.��t _ _. i('� �;i ':I��'';��i5`;";i •, VJ�L' V 'J1 L�,.. ., -�,; +n npiU r:-.- � ]II •tti �`��1�� I�' 1 Yo �,.a':%u:4J�l� :�_.. . 9„ Disclosure of' Coaflicts. Consultant waYxants to the City that it has made full disclosure in wliting of any eacisting or potez�tial conflicts ofinter�est i�elated to the services to be pexfoirned hereunder, CozasuItant fiu�thei wariants that it will znake pro�pt disclosur�e in v�rriting of any conflicts of interest that develop subsequent to #he signing of this Contract 10. Ri�ht to Audit. Consultant agtees that the City shall, u.ntil the expiration of t}u ee (3) years aftex final payment undez this Contzact, have access to and the right to examine any directl�per�inentbooks, documents, papeis and records of the Consultant involving transactions relating to this Cont��act. Consultant agi�ees that the City shall have access duxi.ng normal woxkir�g houTs to all necessaty Consultant facilities and shall be pzovided adequate and approptiate wotkspace in ordei to conduct audits in compliance with the piovisions of this section.. The City sha11 give Consultant ieasonable advance notice of zntended audits. Consultant fiuther� agrees to include in all its s�zbcontractor agreements hereur�det apz�ovision to the effect that the stibconti�actox� agrecs that the City shall, until the expixatio� of thiee (3) yeaz�s after final payrnent undei tlne subconixact, have access to and the xight to examine any directly pertinent books, documents, papers and zecords ofsuch subcantractoi involviz�g t��ansactions to the subcontract, and fuxther ihat City shall have access during notrmal wo��king ho�.us to all subconttactor facilities and shall be pt�ovided adequate a�d appropriate wor�Cspace in oxder to conduct audits in compliance with the provisions of thxs paTagYaph. City skzall give subcont�actoi reasonable advance notice o;f' intended audits GBS SE'Z FPhase I 2007 -cnz,,,3 6 6/14/07 1.1.. Pr�ohibitian of' Assi�nmeut. Neitherparty hereto shall assign, sublet ot tzansfer its interest hexein wifihout the pzior wiitten consent of the othe� par�ly, and an.y atte�nnpted assignment, sublease or t��ansfez of' all or an,y pazt hereof without such priox vvxitten consent shali be void 12. Choice of Law; Venue. This Cont�act shall be construed in accordance with the iniexnal law of the State of rexas. Should any action, whether real o� asserted, at law oi• in equity, ar�ise out of' the texms of' this Coni�act; venue for any action a2ising under the tei�ns and conditions of'this Agieement shall lie in the state cotuts located in 7at�ant County, Iexas oi the United States Disi�ict Couzt �ox� the Noz�thezn District of' Texas, Fot� Woxth Division, 13. Severabilitv of'Pi°ovisions. If' a�ay o#' the Pr�ovisions contained iz� this A�eement shall be held, for any reason, to be invalid, illegal, oz� unenforeeable in any iespect, such invalidity, illegality, oi tmenforceability, shall be construed as i:F such invalid, illegal, ar unenforceable prnvision had never been contained herein., 14. Sole A�r�eement.. Ihis Agreement constitutes the sole and only agzeement of' the parties her�eto and supeisedes any prior understanding oi varitten o� oral agreements between the paities iespecting the subject matter.. 15. Notices. All notices required or permitted undei this Conttact may be given to a pacty personally ot by mail, addressed to such pariy at the addiess stated be�ow ai to such othei address as one pacty CBB SELFPIrase I.2007 �� ' -c�� 7 6/14/07 16. may fram time to time notify the other in wtitiz�g. Any notice so given shall be deemed received when deposited in the United States mail so addressed wiih postage prepaid: C`ITY: DEPARIIVIENI OF ENVIRONMENIAL MANAGEMEN7, CI7Y OF FORI WOR7H BRIAN BOERNER 1 OOO 7HitOCKMORT'ON S7REET FORI WORTH, IEXAS 76102 CONSULTANT: GERSIiMAN, BRICKNER, & BRATT'ON, INC., 8550 Afu,rtvGION BrVD., SUITE 20� F�ax, VtRGitvz� 22431-4620 Pa�r�ties Bound . This Contract shall be bznding upon the successors and assigns of'both pas�ties in like mannei upon the ariginal puties �.� r.` - , �;XECUrED on this, the � day of iE �' '� , 2007. CITY OF FORI WORTH � ; �� ----- ZL �� ' _> 'i LibbS� Watson `� Assistant City Managei APPROVED AS TO �ORM AND LEGALI�Y: , � ,� , � �, ): � � �-�,--; Christa R. Lopez Assistant City Attorney GBB SE,I F Phase 7 2007 GERSHMAN, BRICKNER & BRATTON, lNC �� LLi 1,''�" ��a Tim Bratton, Senior Vice-President ! � / �j rf ` > S'_ �/�'_ '•� �� " . W" ness fox GBB �. -C1eL v3 8 6/ 14/07 Attest: � � . Matty Hendx�x, Ci Secretary P]C� .�t�� F��U�It�:I) GBB SEI,FPhase I2007 -cnr,v3 9 6/14/07 , �, _ _ � i '�� r�l'v1s,! l :�:�v� �' �� (1 � '� T } 4 �v�i�L� J�LG��IL1�111;! � r��yi�1�� Ilf, qII�R, - � .'�:/�:Iljl� Ui.:�;a E�ibit A P1 oposal Exhibit B Compensat�on Schedule GBB SELFPI�ase 72007 -c�eLv3 10 6/14/07 EXHIBIT A GBB LETTER PROPOSAL --�� . �,_.J� SOLID WASTE �une 6, 200� MANAGEMENT Ms. �ibby watson CONSULTANTS Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 Dear Libby: Gershman, Brickner & Bratton, Inc. (GBB) is pleased to submit the attached, proposed Scope of Services to the City of Fort Worth to assist the City in its deliberations with the City's contractor for the lease and operation of the Southeast Landfill, Allied Waste Systems, Inc. d/b/a Trinity Waste Services, and the review and assessment of market conditions affecting that contractor and the Southeast Landfill and possible options for the City to consider. GBB proposes to conduct these services under a phased approach, with Phase I services, as set forth in the attached Scope of Services, performed on a time and expenses basis in accordance with GBB's Standard Compensation Rate and Fee Schedule (copy attached) with a nof-to-exceed ceiling of $24,000, with monthly invoicing and payment terms of net 30 days. The scope of Phase II services, compensation arrangement, and schedule are dependent on developments during Phase I, and the need for and scope of such Phase II assistance would be determined by the City and GBB following the completion of the Phase I services or during their performance. GBB will assign Mr. Harvey Gershman, President, Mr. Timothy Bratton, Senior Vice President, and Mr. Joe MehafFey, Principal Associate, to this project and will draw on such other GBB staff as may be needed. GBB is prepared to undertake the proposed services upon "notice to proceed" from the City and will complete the tasks as set forth in the Scope of Services within the stated schedule, subject to any delays outside GBB's reasonable control. We appreciate the opportunity to present this proposal to the your consideration of our resources. If you have any questions 573-5801). Sincerely, Gershman, Brickner & Bratton, Inc. ` � � �� • �-��' �� d 1 ��ti / l, Attachments cc: Brian Boerner Harvey Gershman Gershman, Brickner & Bratton, Inc. 8550 Arlington Bivd, Suite 203 Fairfax, Virginia 22031 Phone: 703-573-5800 Fax: 703-698-1306 www.gbbinc.com City, and we look forward to , please let me know (1-800- GERSHMAN, BRICKNER & BRATTON, INC. PROPOSED SCOPE OF SERVICES TO THE CITY OF FORT WORTH, TEXAS PHASE I Task 1 Review of Data and Documents The GBB team wil� review selected data and documents in GBB's files, including the Agreement to Lease and Operate Southeast Landfill by and between the City of Fort Worth and Allied Waste Systems d/b/a Trinity Waste Services, and other historical data and metrics to be supplied to GBB by the City, by year, since the Lease and Operating Agreement was executed, such as landfill tonnage delivered to Southeast Landfiil by the City and/or City's contractor(s) and other tonnage delivered by Allied/Trinity and others, airspace consumed, remaining airspace, tipping fees paid to Allied/Trinity by the City, royalties received by the City, lease payments, contributions to the closure/post-closure care fund, other payments made to the City by Allied/Trinity and to Allied/Trinity by the City, copies of correspondence between the City and Allied/Trinity concerning Dick Price Road and landfill access, copies of other relevant correspondence between the City and Atlied/Trinity, copies of annual reports to the City and to TCEQ, any amendments to the Lease and Operating Agreement, copies of any NOVs or regulatory actions against Allied/Trinity and/or the City, and such other data and documents as the City believes to be important for GBB's understanding of the conditions and circumstances regarding the Southeast Landfill and the historical developments and business conditions at that facility and between the City and Aliied/Trinity since the Lease and Operating Agreement was executed. Also, to the extent financial and operational records specific to the Southeast Landfill operation of Allied/Trinity are made available to GBB by Allied/Trinity for review and disclosure to the City by GBB, to include relevant financial statements for the facility, GBB will review and comment to the City on such records. In order to complete this review in a timely manner, GBB expects the City to assemble the relevant data and documents cited above or substantially those data and documents and transmit such data and documents as soon as possible to GBB. It is critical to GBB to have this background information in order to provide guidance to the City. Based on GBB's review, GBB will note any issues and needs that GBB believes to be important for the City's deliberations with Allied/Trinity and/or the City's decision-making regarding next steps and pursuit of alternatives. These will be conveyed to the City in one or more memoranda. Task 2 Meetings/Conference Calls GBB will participate in meetings and/or conference calls with the City and with the City and representative(s) of Allied/Trinity, as required, to the extent the cost of GBB's participation can be accommodated within the budget ceiling available to GBB for Phase I under its contract with the City. GBB is conducting this initial phase vf the assignment on a time and expenses basis, and we cannot predict the extent of ineetings and/or conference calls that may be required or desired by the City. We have budgeted for meetings with the City during our field visit to Fort Worth and the Dallas-Fort Worth area to review the marketplace in Task 3, and we assume there will be other meetings, briefings, and/or conference calls that will be needed in advance of this dedicated trip and following it. These will be presented in one or more memoranda to the City. GBB/07029 2 June 6, 2007 Task 3 Field Visit and Preliminary Assessment of the Marketplace In order for GBB to better understand the alternatives and considerations that may reasonably be available to the City regarding the disposition of the Southeast Landfill and the business arrangement with Allied/Trinity under the Lease and Operating Agreement as it now exists, or potentially as it may be amended or terminated, and to advise the City in this regard, GBB will conduct a field visit and preliminary assessment of the solid waste marketplace in the Dallas-Fort Worth area, as it now exists and has evolved since the Lease and Operating Agreement was executed by the City and Allied/Trinity. Prior to undertaking this assessment and/or any dialogue with parties other than the City and Allied/Trinity, GBB will need to know what must be kept confidential about the situation and GBB's assignment, and the extent of information that can be disclosed by GBB relative to a possible business opportunity with the City relative to the Southeast Landfill. Once this protocol is known to GBB, GBB will talk with City staff, TCEQ, solid waste staff in selected local communities, certain private-sector service providers in the solid waste industry, and others, as deemed appropriate, to glean market data and business intelligence that would be useful to the City in its decision-making regarding alternatives to the existing business arrangement with Allied/Trinity or as input to negotiations with Allied/Trinity that the City may undertake. This will not be an exhaustive, lengthy survey and review; rather, it will be a preliminary assessment of the marketplace and market influences and how their change over the last several years and projected direction could be expected to affect the Southeast Landfill, its value, and Allied/Trinity. GBB expects to spend approximately five days in the field conducting this assessment, which will be augmented by phone calis and e-mail to obtain and/or confirm certain data and findings about the market and market conditions. During this field visit, GBB will meet with appropriate City of Fort Worth staff to discuss certain issues and questions GBB may have noted upon review of background data and documents or during the field work. GBB would also be available during that field visit to meet with the City and Allied/Trinity should the City determine that such meeting is needed and/or appropriate during that time. GBB will prepare a confidential summary memorandum of its preliminary marketplace assessment, with recommendations for the City regarding reasonable alternatives, and deliver it to City staff as may be designated for distribution by the City. GBB will deliver the confidential summary memorandum to the City within thirty (30) days following notice to proceed from the City, subject to delays outside the reasonable control of GBB. PHASE II GBB's services to the City beyond Phase I cannot be determined at this time, as the nature and extent of such services is dependent on the City's deliberations with Allied/Trinity and the City's decision-making pursuant to those deliberations,. market assessment findings, and consideration of alternatives that may be in the City's interest. GBB's Phase II services could include assistance to the City in negotiations of an Amended and Restated Lease and Operating Agreement with Allied/Trinity, a mutually agreed termination arrangement, a procurement of a new contractor and associated contract negotiations, and/or other related studies, analyses, and services to assist the City. The nature of such Phase II services, if any, and GBB's compensation arrangement would be determined at the conclusion of the Phase I tasks or at a point in Phase I where it is clear to the City and decided by the City what its course of action will be. GBB would be pleased to present a proposal to the City for such additional services at such time as the City may determine a need for such services. GBB/07029 3 June 6, 2007 EXHIBIT B GBB COMPENSATION RATE AND FEE SCHEDULE 2007 GERSHMAN, BRICKNER & BRATTON, INC. COMPENSATION RATE AND FEE SCHEDULE (1, 2) POSITION President Executive Vice President Sr. Vice President Vice President Principal Associate Sr. Project Manager/Sr, Project Engineer/ Sr. Associate Engineer Project Manager/Sr. Associate Project Engineer/Sr. Consultant/Support Director Consultant II/Engineer II/Contract Administrator Consultant I%Engineer I Support Manager Administrative Secretary/Word Processor/ Editor/Staff Accountant Clerical/Support StafF/Research Assistant/Graphics Coordinator Expenses(3) Personal Car/Company Car Local Travel Expenses (tolls, parking) Room and Board Ai rfa re Car Rental Duplicating (black and white) Duplicating (color) Long Distance Telephone Graphics and Art Messenger and Delivery Service Subcontractors Computer Charges (4) Facsimile Communications Outbound ($ PER HOUR) 199.00 180.00 166.00 149.00 133.00 127.00 111.00 101.00 84.00 68.00 53.00 48.00 37.00 Charge $.445 per mile As Incurred As Incurred Coach Class, Discount Fares When Available Discount Rate $.15 per Copy $.25 per Copy As Incurred As Incurred As Incurred As Incurred $15.00 per Hour $0.50 per page (1) Effective January 1, 2007, subject to adjustment on 12/31/07. (2) For payments not received within 30 days of invoicing dafe, interest charge of 1.0% per month will be applied. (3) A Fee of 10 percent applied to expenses, including subcontractors, (4) Applicable to non-word processing software and product software services. GBB/07029 � , June 6 2�0¢�7- � ^,,. �, , ' ,:; ��)'�,J�;� 1 �� ij�;;�g �'��(�� J'�V!�l� f�''�1 rl� �:nn qi � � :S��J1��W� �I G�Sc