HomeMy WebLinkAboutContract 52282 City Secretary Contract No. 5MR,FORTWORTH,
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SoSECA� AIF! PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client'),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and MALOUF ENGINEERING INTERNATIONAL, INC. ("Consultant"), a
Texas Company, and acting by and through Mark Malouf, PE, its duly authorized President. City and
Consultant are each individually referred to herein as a"party"and collectively referred to as the"parties."
The term "Consultant" shall include the Consultant, its officers, agents, employees, representatives,
contractors or subcontractors. The term "City" shall include its officers, employees, agents, and
representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus any Amendments to the Statement of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—INTENTIONALLY DELETED;and
6. Exhibit E—Signature Verification Form
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.
The term"Consultant"or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees,representatives,servants,contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services for professional engineering services for the purpose of
providing tower structural analysis, tower modification design, electrical engineering support and tower
inspection/verification mapping. Specifically, Consultant will perform all duties outlined and described in
the Statement of Work, which is attached hereto as Exhibit"A"and incorporated herein for all purposes,
and further referred to herein as the "Services."Consultant shall perform the Services in accordance with
standards in the industry for the same or similar services.In addition,Consultant shall perform the Services
in accordance with all applicable federal,state,and local laws,rules,and regulations.If there is any conflict
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CITY SECRETARY
FT. WORTH,TX
City Secretary Contract No.
between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon final execution("Effective Date')and shall
expire no later than 12 months following("Expiration Date'),unless terminated earlier in accordance with
the provisions of this Agreement or otherwise extended by the parties.This Agreement may be renewed for
three (3)additional one-year periods at the City's option, each a"Renewal Term."The City shall provide
Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term.
3. Compensation. The City shall pay Consultant an amount not to exceed Seventy Five
Thousand Dollars ($75,000.00)] in accordance with the provisions of this Agreement and Exhibit "B,"
Payment Schedule,which is attached hereto and incorporated herein for all purposes. Consultant shall not
perform any additional services for the City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services. The City shall not be liable for any additional
expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice.
Consultant may charge interest on late payments not to exceed one percent(1%).
4. Termination,
4.1. Convenience. Either 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. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the 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 have been appropriated.
4.4. 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.Upon termination of this Agreement for any reason,Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
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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.
5.2. Confidential Information. The City acknowledges that Consultant may use
products,materials,or methodologies proprietary to Consultant.The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain any
rights in such proprietary products,materials, or methodologies unless the parties have executed a
separate written agreement with respect thereto. Consultant,for itself and its officers,agents and
employees,agrees that it shall treat all information provided to it by the City("City Information")
as confidential and shall not disclose any such information to a third parry without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. 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, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from further
unauthorized disclosure.
6. Right to Audit.
6.1. 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 at reasonable times
any directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement 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 order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant not less than 10 days written notice of
any intended audits.
6.2. 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 not less than 10 days written notice of any intended audits.
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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. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants,employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City.Consultant shall be responsible and liable for any and all payment and reporting of
taxes on behalf of itself,and any of its officers, agents,servants,employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Consultant warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable"and collectively as the"Deliverables,")do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets,or any intellectual property rights or other third party proprietary rights,in
the performance of services under this Agreement.
8.3.2. Consultant shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark,service mark,
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trade secret, or other intellectual property rights by the use of or supplying of any
Deliverables)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Consultant agrees to indemnify,defend,settle,or pay, at its own cost
and expense,including the payment of attorney's fees,any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s).So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8,Consultant shall have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however,City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Consultant in doing so.In the event City,for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Consultant shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give Consultant timely written notice
of any such claim or action,with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing,the City's assumption of payment of costs or expenses
shall not eliminate Consultant's duty to indemnify the City under this Agreement.If
the Deliverable(s), or any part thereof,is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted,Consultant shall,at its own expense and as City's sole
remedy,either: (a)procure for City the right to continue to use the Delivcrable(s);or
(b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s)at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Consultant,
terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City
under law.CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. 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 Consultant and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor
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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.
9.2. MBE Goal-Delete if N/A-In accordance with City of Fort Worth Ordinance No.
20020-12-2011, the City has goals for the participation of Minority Business Enterprises and
Women Business Enterprises (M/WBE) in City contracts. Consultant acknowledges the M/WBE
goal established for this contract at insert% of goal and its commitment to meet that goal.Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by 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.
10. Insurance.
10.1. The Consultant shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.L Combined limit of not less than $2,000,000 per
occurrence;$4,000,000 aggregate;or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than$1,000,000 per occurrence.
10.1.3. Professional Liability(Errors&Omissions)in the amount of$1,000,000
per claim and$1,000,000 aggregatc limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence;$4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
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policy.Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted.Either is
acceptable if coverage meets all other requirements.Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Consultant and may not exceed
$50,000 without the written approval of the City. Coverage shall be
claims-made,with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance,or a
full copy of the policy if requested, shall be submitted to the City to
evidence coverage;and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials,agents,and volunteers in respect to the contracted services.
10.2.2. The workers'compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
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10.2.3. A minimum of Thirty (30) 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. 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.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-V11 in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
I t. 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 Malouf Engineering International,Inc.
Attn:Assistant City Manager Attn: Mark Malouf,PE
200 Texas Street 17950 Preston Road, Suite 720
Fort Worth TX 76102 Dallas,TX 75252-5635
Facsimile: (817)392-6134 Facsimile: (972)783-2583
With Copy to the City Attorney
at same address
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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.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
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 and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas.If any action,whether real or asserted,at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
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
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.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Consultant,their assigns and successors in interest, as to the matters contained herein.Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
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24. 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
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's
option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the
nonconforming services.
26. Milestone Acceotance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."If the City rejects the submission,it will notify the Consultant in writing as soon as
the determination is made listing the specific reasons for rejection.The Consultant shall have ten(10)days
to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. Cily Network Access.If Consultant,and/or any of its employees,officers,agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein, Consultant shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel,requires access to any federal law enforcement database or any federal criminal history
record information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC")of National Fingerprint File("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS'), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Consultant shall comply with the Criminal Justice Information Services Security
Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications,alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is,and as approved by the Texas Department of Public Safety and the United
States Attorney General.
28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
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Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services.Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement.Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation.If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may,before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Bpycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it:(1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant; (1)does not boycott Israel,and(2) will not boycott Israel during
the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
MAI.OUF ENGINEERING INTERNATIONAL,INC.
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City Secretary Contract No.
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who,in the course and scope of
employment or business,installs,repairs,or otherwise services a computer for a fee.This
shall include installation of software,hardware,and maintenance services.
31.2. Reporting Requirement. If Consultant meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement, views an
image on a computer that is or appears to be child pornography,Consultant shall immediately report
the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the
name and address of the owner or person claiming a right to possession of the computer,if known,
and as permitted by law. Failure by Consultant to make the report required herein may result in
criminal and/or civil penalties.
32. 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. This
Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations),5 (Disclosure of Conflicts and Confidential Information),Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination of this Agreement.
(signature page follows)
MALOUF ENGINEERING INTERNATIONAL,INC.
Professional Services Agreement-Technology
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City Secretary Contract No.
Executed in multiples this the *"ay of/W� 20
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ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
—......_..e responsible for the monitoring and administration of
this contract,including ensuring all performance and
By:
reporting requirements.
N�m usan Alanis
Ti et�: ',` Assistant City Manager
By: V, j 5 G 119
Date: L ame: teve Stteitfert
APPROVAL RECOMMENDED: Title: Assistant Director, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By:
Name: By. -\ , ;
Title: mc: John B. Str�� g
ATTEST: title: AssistanVCity Attorney
CONTRACT AUTHORIZATION:
M&C: _NIA
Date Approved:
Name: J. ay,
I'm 1295 Certification No.:
Title: Cit Secreta"
U:
CONSULTANT:
Alalouf Engine Ing International Inc. ATTEST:
By: By:
Nai e: Mark alou , Name:
Title: �President Title:
Date:
MALOUF ENGINEERING INTERNATIONAL,INC. FICIAL REC E)
Professional Services Agreement-Technology
Rev.9/2017 CITY SEMEXAV f
FT. WORTH,TX
City Secretary Contract No.
City Secretary Contract No.
EXMBIT A
STATEMENT OF WORD
1-TOWER STRUCTURAL ANALYSIS:
1. Perform a Structural computer static Analysis of existing tower based on data furnished with
all present and proposed future antennae loading in conformance with the ANSI/fIA 222-G
Standard Requirements.Ali tower and antenna data is considered furnished to MEI.
2. Analyze existing foundations and/or anchors for new tower foundation reactions where data
is available.
3. Prepare an Engineering Report for each Tower which would include Analysis, Results and
General Recommendations.MEI will provide one (1)electronic copy of the report.
4. All Engineering Reports will be sealed by a Professional Engineer registered to practice in the
State of Texas.
The estimated turn-around time for the structural analysis of each tower will be about 10-14
working days from the date of approval and/or of receipt of the complete tower
information data.
II-TOWER MODIFICATION DESIGN
1. Perform additional Structural Analysis,as required,of the existing tower to optimize
proposed modifications required in conformance with the ANSI/TIA 222-G Standard
Requirements for the existing and new antenna loading.
2. Design structural modifications as required by the structural analysis results for the
following items,as required for subject site:
a) Modify guy sizes and specify new guy assemblies,as required.
b) Modify tower leg members by strengthening or by mid-bracing,as required.
c) Modify tower diagonal members by strengthening,as required.
d) Modify tower horizontal members by strengthening,as required.
e) Modify foundation or design new one,as required.
3. Prepare modification working CAD drawings and Technical Specification Notes. The
drawings will be sealed by a Professional Engineer registered to practice in the State of
Texas. MEI will provide one (1)electronic copy of the modification letter and drawings.
The estimated turn-around time for the modification drawings will be about 12-15 working
days from the date of approval and/or of receipt of the complete data.
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MALOUF ENGINEERING INTERNATIONAL,INC.
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City Secretary Contract No.
City Secretary Contract No.
III-TOWER INSPECTION/VERIFICATION MAPPING
1. Perform a Site Msff and a Tower Mapping to gather information to be used in the Structural
Analysis of the subject tower or to verify tower work. Data collected shall include tower
dimensions and configuration, member sizes, types, bolt sizes and locations of existing
antennas, transmission lines or other equipment installed on tower, guy wire sizes if
applicable, dimensions of above ground portions of foundations and general visual
condition of tower and foundation. Ultra-sonic measurement equipment will be available to
be used for measuring pipe wail thickness where applicable.
2 Prepare a letter of findings, with applicable relevant photos and recommendations. The
inspection report may be included as part of the Engineering Report furnished.
Additional Engineering
Any addtional Engineering, Modification Design and/or Inspection effort not included in the
above Scope of Work,and R so requested,will be invoiced at the rates shown on the attached
Schedule of Fees.
Special Condition Notes
1. The engineering report will Include general recommendation for modifications, as
required,however,no design or modification drawings are included in this Proposal.
2 Where tower is presently installed on roof of existing buildings,no analysis of the support
frame/structure is included in this proposal fees. Additional effort will be invoiced based
on the attached Schedule of Fees.
3. Modification drawings are working drawings that show modification and inslaliation
requirements and related details. They are not shop drawings.
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
MALOUF ENGINEERING INTERNATIONAL,INC. agrees to furnish the previously outlined Scope of Services,
with payment due NET30 days from invoice date,for the filed sums as follows:
I-TOWER STRUCTURAL ANALYSIS:
Scope of Services Item Not I to 4
Structural Computer Analysis, Study and Report on tower structures moderately loaded. No
special candelabras or platform analysis are included. The following Flat Fees:
Initial Analysis :$2,000.00/tower
Subsequent Analysis :$1,500.00/tower(when re-analysis is within 9 months from last analysis)
$2,000.00/tower(when re-analysis Is more than 9 months from last
analysis)
11-TOWER MODIFICATION DESIGN:
Scope of Services Item Not I to 3
Estimated fee of$3,000.00 to$6,500.00-Varies based on modification extent and type
of tower.
III-TOWER INSPECTION/VERIFICATION MAPPING
Scope of Services Item Nos. 1 to 2
Estimated fee of$Z500.00 to$4,000.00-Varies based on type of tower and time required.
Please note that the above quoted fees are valid for a period of I year Effective Apri122,2019.
SPECIAL ENGINEERING L MODIFICATIONS
Fixed cost estimates will be furnished for any special design and modifications. The cost
estimates will be based on the following rate schedule.
Office Hourly Rates
Principal/Prof.Engineer $ 275.00
Design Engineer $ 175.00
Sr CAD Designer $ 125.00
Field Survey
Design Engineer $225.00/Hr.
Tower Climber $150.00/Hr.
Hourly Rate plus 1.15 x Travel Expenses.
Hard Copy Reports/Prints
Additional Report $ 50.00
Additional'B'size Print-per set $ 10.00
Express Mailing $ 50.00
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EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Tide:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
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EXHIBIT D
INTENTIONALLY DELETED
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant: Malouf Engineering International,Inc.
Full Business Address: 17930 Preston Road,Suite 720,Dallas,TX 75252-5635
Services to be Provided:Professional engineering services for tower structural analysis,tower
modification design,electrical engineering support and tower inspection/verification mapping
Execution of this Signature Verification Form ("Form') hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Company.The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
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Date:
MALOUF ENGINEERING INTERNATIONAL,INC.
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