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HomeMy WebLinkAboutContract 36637CITY SECRETARY CONTRACT NO. abb 7 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home -rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, Texas ("City"), acting by and through Marc A. Ott, its duly authorized Assistant City Manager, and MONTGOMERY WATSON HARZA (MINH), a Texas and national professional corporation ("Consultant"), acting by and through its duly authorized representative. City and Consultant may be referred to herein as a party or collectively as the parties. RECITALS WHEREAS, Consultant is a provider of consulting, engineering, construction and management services in water, natural resources, and infrastructure sectors; and WHEREAS, Consultant provides a wide array of services to better manage its clients' assets; and WHEREAS, Consultant provides services in the area of Asset Management and develops plans that help organizations better manage intellectual capital and incorporate robust quality control processes throughout the life of an asset; and WHEREAS, City is in need of professional services to assist in identification of software and processes within the Infrastructure Services Department that resemble Asset Management; and WHEREAS, City is in need of professional services to perform stakeholder meetings to educate key management staff on Asset Management principals, while also providing management with a scorecard on the potential for linkage of current software and systems; and WHEREAS, City and Consultant desire to enter into a contract to have such services provided which benefit City. CFW&MWH 02-15-08 February 2008 Page 1 of 10 PO4:10 IN NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Services. Consultant covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated herein for all purposes incident to this Agreement ("Services"). In order for Consultant to fully perform the Services set forth in Exhibit "A," the City will grant Consultant a limited right of access to all necessary City electronic systems and databases in accordance with Exhibit "B," Limited Access Agreement, which is attached and incorporated herein for all purposes incident to this Agreement. 2. Standard of Care. The standard of care applicable to Consultant's Services will be the degree of skill and diligence normally employed in the State of Texas by professionals performing the same or similar services at the time such services are performed. 3. Term. Services shall be provided by Consultant for a term beginning February 15, 2008 and ending when City determines the Services are complete, or March 31, 2008, whichever occurs first. 4. Fee. In consideration of the Services to be performed hereunder by Consultant, City promises and agrees to pay Consultant an amount not to exceed Twenty -Four Thousand Eight Hundred Dollars ($24,800) ("Fee"). The parties agree that the Fee shall be compensation for all Services. Payment from City to Consultant shall be made on an invoice basis following receipt by City from Consultant of a signed invoice. The invoice shall be submitted to City no later than the 15th day following the end of the month. 5. Termination. City may terminate this Agreement for any reason, at any time, with or without cause, or for the convenience of City by thirty (30) days' notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services, work, and CFW & MWH :1�1 '1 J'l,')s^� I. ����J��:'(%' February 2008 Page 2 of 10 �,�- i u ����� �SLG���-��' 7 /� � "7 f j 4�\e investigative activities in connection with the performance of this Agreement and shall proceed to promptly complete all existing investigations and documents, as they are chargeable to this Agreement. If City terminates this Agreement for convenience pursuant to this Section, City shall pay Consultant for services actually and satisfactorily performed in accordance herewith prior to such termination, in accordance with a final statement submitted by Consultant documenting the performance of such work. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all documents, including but not limited to written summaries and investigative reports prepared under this Agreement. 6. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is in the paid service of City. 7. Indemnification. Consultant shall indemnify and hold City and its officers, agents and employees harmless from any loss, damage, liability or expense for damage to property and injuries, including death, to any person, including but not limited to, officers, agents or employees of Consultant or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Consultant shall defend at his own expense any suits or other proceedings brought against City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which CFW & MWH February 2008 Page 3 of 10 may be incurred by or rendered against them or any of them in connection therewith resulting from such Consultant's negligent act, error or omission, Consultant shall require all of its subcontractors to include in their subcontracts an indemnity in favor of City in substantially the same form as above. This Section 7 shall survive the expiration or termination of this Agreement. 8. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 8 as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Consultant, its employees, agents or subcontractors; and • Worker's Compensation/Emnloyer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. • Errors &Omissions (Professional Liability): CFW & MWH February 2008 Page 4 of 10 !��tVTI:'!J: l�lryi U�G�15 If coverage is written on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims -made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. Coverage shall be in the following amounts: (1) $1,000,000 per occurrence or claim (2) $2,000,000 aggregate Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply which such requests or revisions as a condition precedent to the effectiveness of this Agreement. 9. Assi nment. Consultant shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 10. Compliance with Law. Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consultant shall immediately desist from and correct such violation. 11. Minority and Women Business Enterprise (M/WBE Participation. In accord with City of Fort Worth Ordinance No. 15530, City has goals for the participation of minority business enterprises and woman business enterprises in City contracts. Consultant acknowledges the CFW & MWH February 2008 Page 5 of 10 M/WBE goal established for this Agreement 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. 12. Non -Discrimination. Consultant, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Consultant permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Consultant, its agents, employees or subcontractors. 13. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in 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 of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions 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 workspace in CFW & MWH February 2008 Page 6 of 10 order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section 13 shall survive the expiration or termination of this Agreement. 14. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 15. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terns hereof shall be void. 16. Venue and Jurisdiction. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 17. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, return receipt requested to the address of the other party shown below: Marc A. Ott, Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 3924122 CFW&MWH February 2008 Page 7 of 10 Vernell Sturns, Client Services Manager MWH 309 West 7th Street, Suite 1010 Fort Worth, TX, 76102 (817) 870-0100 18. Non -Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely upon any such term or right on any future occasion. 19. 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 Consultant's services and proposed services with respect to the Project. 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. 20. Proprietar�Information /Open Records Act. 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. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Consultant, for itself and iIs 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 any third party without the prior written approval of the City. 21. 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. 22. Force Ma'el ure. 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, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, _ CFW & MWH February 2008 Page 8 of 10 %� ';" • is < �t, r q; � u o wars, riots, material or, labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 23. Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or Attachments hereto. 24. No Third -Party Beneficiaries. This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 25. Headings. The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. [Remainder of Page Intentionally Left Blank] rr ; Tir it I -• 11: IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective as of February 8, 20080 ATTEST: Marty Hendrix City Secretary AS TO FORM AND LEGALITY: Date: ATTEST: CITY OF FORT WORTH Assistant City Manager MONTGOMERY WATSON HARZA, a Texas and national professional corporation Vernell turns Client Services Manager MWH February 2008 vJ C �Y L R y7 Page 10 of 10 � 211 EXHIBIT "A" The core business systems required to support an Enterprise approach to asset management are the Geographic Information System (GIS), the Maintenance Management System (MMS) and Financial Management System (FMS). These systems will allow the City's Infrastructure Services Group (ISG) to: ■ develop an inventory and description of all distributed assets (GIS); ■ develop an inventory and description of the vertical assets, manage and track the performance and condition of the assets, manage and track inventory, manage work (i.e. planned and un-planned) along with the cost of doing work at the asset level (MMS); and ■ manage the capitalization and depreciation of the assets (FMS). Unfortunately, ISG has various types of software that currently manages their assets and it is unknown whether the software is compatible with MAXIMO MMS, which manages the operations and maintenance business activities with the Water Department. The long term goal for the City of Fort Worth is to move towards the development of an Asset Management Program for its Infrastructure Departments, which include Aviation, Engineering, Transportation and Public Works and Water. Lastly, the future goal is to build on the next phase of ISG's asset management strategy, which should be to build on their initial work and initiate the extension of MAXIMO within the Water Department and eventually into the Transportation and Public Works Department for Stormwater, streets, and building facilities. Prior to the development of a Request for Proposal, the City wants the vendor to accomplish the following tasks over a period of 2 weeks: 1. Host a business drivers workshop (Clarify our business priorities for Asset Management for Management and Operational managers). a. Conduct in-depth review of needs and systems. b. Develop a short Needs document related to establishing a Pilot Project. 2. Host a future vision.workshop (Gain Leadership's assessment of current culture and gain consensus on the future culture to support asset management) a. Preliminary establishment of consistent of policies, goals and performance measures, used to set the direction for the planning and program development related to Asset Management. b. Discuss resource allocation needs. 3. Once the workshops are complete, the consultant team will conduct interviews with staff from engineering, operations and maintenance, fmance, IT and general management. The discovery interviews will be conducted over a period of three business days. During the discovery interviews, the MWH team will further assess the degree to which the City's people, processes, data, and technology support and enable the business drivers and future vision. We will identify those areas that are working effectively and those that can be improved to support strategic asset management. Our focus will be on leveraging the existing systems the city has made. This assessment will include a review of current cFw & Mwx February 2008 Exhibit "A" Page 1 of 2 software and systems within each of the Infrastructure Services departments to assess their potential for linkage with MAXIA40 MMS. The Consultant will provide management with a gradable scale of 1 to 10 on each software's potential to link and identify details pertaining to challenges and opportunities. 4. Working as a group, the Consultant team and City staff will identify short- and long-term plans and tactics for each area, explore alternative actions and select those that are most practical to achieve within cost and resource constraints. This work will be undertaken over three business days 5. Host a Final Recommendations Workshop. The consultant team will summarize the key findings from the project and present recommendations for moving forward with strategic asset management. An action plan, schedule, resources and qualitative benefits will be presented. CFW & MWH February 2008 Exhibit "A" Page 2 of 2 EXHIBIT B LIMITED ACCESS AGREEMENT A. The City of Fort Worth (the y") owns and operates a file server computer system and network (collectively the "Network") Montgomery Watson Harza, ("MWH" or "Consultant") wishes to have access to the City's network. B. Consultant wishes to perform activities as defined in the Professional Services Agreement and more specifically in Exhibit A, Scope of Work, to which this Exhibit is attached, specifically to assist the City with developing an Asset Management Program for the City's Infrastructure Departments which include one or more of those listed in Paragraph "C" below. C. In order to perform the necessary duties, Consultant needs access to the City's electronic records databases for the Aviation, Engineering, Transportation & Public Works and/or Water Departments in order to evaluate and develop an Asset Management Program, D. The City is willing to grant Consultant access to the Network, subject to the terms and conditions set forth in this Agreement, the governing Professional Services Agreement, and in the City's standard outside connections policy, ("Extranet Standard") which is attached as Exhibit "B-V and hereby incorporated into this Agreement for all purposes herein. NOW, THEREFORE, the City and Consultant hereby agree as follows: 1. GRANT OF LIMITED ACCESS. Consultant is hereby granted a limited right of access to the City's Network for the sole purpose of providing services pursuant to the governing Professional Services Agreement to which this Exhibit is attached. Consultant can only enter the Network via the City's computer system; therefore, the City will provide Consultant with a password and access number or numbers as necessary to perform Consultant's duties. Consultant shall receive one password and access number to be used by its officers, directors, employees, agents, representatives, and Sub Consultants, and shall only disseminate such password and access number(s) as necessary to those who are providing services to the City pursuant to the Professional Services or Software License Agreement as applicable. 2. NETWORK RESTRICTIONS. 2.1. Consultant may not share any passwords or access number or numbers provided by the City except with Consultant's officers, agents, servants or employees who work directly with this project. 2.2. Consultant may not access the Network for any purpose other than those set forth in Section B of this Agreement. 2.3. Consultant acknowledges, agrees and monitor Consultant's use of the City's Network hereby gives its authorization to the City to 2.4. A breach by Consultant, its officers, agents, servants or employees, of this Agreement or any other written instructions or guidelines that the City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny Consultant access to the Network and Consultant's Data in addition to any other remedies that the City may have under this Agreement or at law or in equity. 2.5. The City may terminate this Agreement at any time and for any reason 3. UNUATHORIZED ACCESS. Consultant, for itself and its officers, agents, Sub Consultants and employees, agrees that it shall treat all information to which it is given access, or information that is 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 only access City Information in a secure manner and shall not allow unauthorized users to view, 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. 2 EXHIBIT "B-1" TO LIMITED ACCESS AGREEMENT EXTRANET STANDARD Overview The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy, Scope Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. Standard Security Review All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. Third Parly Connection Agreement All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. Business Case All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. Establishing Connectivity Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. All connectivity established must be based on the least -access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth'S network or resources. 3 Modifying or Changing Connectivity and Access All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. Terminating Access When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions, which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a finding that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. Definitions Circuit Sponsoring Organization Third Party ATTEST: For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc. or via VPN encryption technologies. The City of Fort Worth organization that requested that the third party have access to the City of Fort Worth network. A business that is not a formal or subsidiary part of the City of Fort Worth. MONTGOMERY WATSON HARZA, a Texas and national professional corporation By: i✓ �' Vernell Sturns Client Services Manager MWH