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STATE OF TEXAS §
§ KNOWN ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
THIS AGREEMENT, entered into the 01 Men k Zuil IA by and between
the City of Fort Worth, a home-rule municipal corporation of Tarrant, Denton, Parker,
and Wise Counties, Texas, acting herein by and through -ern.n dO Eases _, its duly
authorized Assistant City Manager, hereinafter called the "City", and New Dimension
Solutions, Inc., an independent contractor, acting by and through Marius Basson, its duly
authorized VP RCM Consulting, hereinafter called "Consultant". City and Consultant
may be referred to herein individually as a Party, or collectively as the Parties.
WITNESSETH
That for and in consideration of mutual covenants and agreements herein contained, the
Parties hereto mutually agree as follows:
ARTICLE 1
SERVICES
Section 1.
Consultant hereby agrees to perform as an independent contractor the services set forth in
the Scope of Services attached hereto as Attachment "A". These services shall be
performed in connection with the Fort Worth Water Department Reliability Centered
Maintenance Pilot Project("Project").
Section 2.
Additional services, if any, will be requested in writing by the City. City shall not pay for
any work performed by Consultant or its subconsultants, subcontractors and/or suppliers
that has not been ordered in writing. It is specifically agreed that Consultant shall not be
compensated for any alleged additional work resulting from oral orders of any person.
ARTICLE 2
COMPENSATION
Consultant shall be compensated an amount not to exceed $125,000.00 (revised schedule)
in accordance with the Fee Schedule shown in Attachment "B". Payment shall be
considered full compensation for all labor, materials, supplies, and equipment necessary
to complete the services described in Attachment"A".
The Consultant shall provide monthly invoices to the City. Payment for services
rendered shall be due within thirty (30) days of the uncontested performance of the
particular services so ordered and receipt by City of Consultant's invoice for payment of
same.
0��J C I I }��C, 0 B
CITY ORCIUMPY
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Acceptance by Consultant of said payment shall operate as and shall release the City
from all claims or liabilities under this Agreement for anything related to, done, or
furnished in connection with the services for which payment is made, including any act
or omission of the City in connection with such services.
ARTICLE 3
TERM
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of nine
months, beginning upon the date of its execution, or until the completion of the subject
matter contemplated herein, whichever occurs first.
ARTICLE 4
INDEPENDENT CONTRACTOR
Consultant shall operate hereunder as an independent contractor, and not as an officer,
agent, servant, or employee of the City. Consultant shall have exclusive control of and
the exclusive right to control the details of its work to be performed hereunder and all
persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, employees, contractors and subcontractors. The doctrine of respondent
superior shall not apply as between City and Consultant, its officers, agents, employees,
contractors, and subcontractors, and nothing herein shall be construed as creating a
partnership or joint venture between City and Consultant.
ARTICLE 5
PROFESSIONAL COMPETENCE AND INDEMNIFICATION
Section 1.
To the best of its professional ability, all work performed by Consultant shall comply in
all aspects with all applicable local, state and federal laws and with all applicable rules
and regulations promulgated by the local, state and national boards, bureaus and
agencies. Approval by the City shall not constitute or be deemed to be a release of the
responsibility and liability of Consultant or its officers, agents, employees, contractors
and subcontractors for the accuracy and competency of its services performed hereunder.
Section 2.
In this connection, Consultant shall indemnify, hold harmless and defend the City and all
of its officers, agents, servants and employees from and against any and all claims or
suits for property damage or loss and/or personal injury, including death, to any and all
persons of whatsoever kind or character, including but not limited to employees of
Consultant, employees of subcontractors, and all other persons performing work incident
to this Agreement.
Consultant shall likewise indemnify, and hold harmless, City for any and all injury or
damage to City property arising out of, or in connection with, any and all acts or
omissions of Consultant its officers agents, employees or subcontractor
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ARTICLE 6
INSURANCE
Section t.
Consultant shall not commence work under this Agreement until it has obtained all
insurance required under this Article and the City has approved such insurance, nor shall
Consultant allow any subcontractor to commence work on its subcontract until all similar
insurance of the subcontractor has been so obtained and approval given by the City;
provided, however, Consultant may elect to add any subconsultant as an additional
insured under its liability policies.
Commercial General Liability
$1,000,000 each occurrence
$1,000,000 aggregate
Automobile Liability
$1,000,000 each accident (or reasonably equivalent limits of
coverage if written on a split limits basis). Coverage shall
be on any vehicle used in the course of the Project.
Worker's Compensation
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease-policy limit
$100,000 disease-each employee
Section 2.
Additional Insurance Requirements
a. Except for employer's liability insurance coverage under Consultant's
worker's compensation insurance policy, the City, its officers, employees and
servants shall be endorsed as an additional insured on Consultant's insurance
policies.
b. Certificates of insurance shall be delivered to the Fort Worth Water Department,
Attention: Chris Harder, Engineering Manager, 1000 Throckmorton Street, Fort
Worth, TX 76102,prior to commencement of work.
c. Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements specified herein.
d. Each insurance policy shall be endorsed to provide the City a minimum thirty
days notice of cancellation, non-renewal, and/or material change in policy terms
or coverage. A ten days notice shall be acceptable in the event of non-payment
of premium. r,
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e. Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or equivalent measure of financial strength
and solvency.
f. Other than worker's compensation insurance, in lieu of traditional insurance,
City may consider alternative coverage or risk treatment measures through
insurance pools or risk retention groups. The City must approve in writing any
alternative coverage.
g. Workers' compensation insurance policy(s) covering employees employed on
the Project shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
h. City shall not be responsible for the direct payment of insurance premium
costs for Consultant's insurance.
i. Consultant's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
j. In the course of the Agreement, Consultant shall report, in a timely manner,to
City's officially designated contract administrator any known loss occurrence
which could give rise to a liability claim or lawsuit or which could result in a
property loss.
k. Consultant's liability shall not be limited to the specified amounts of insurance
required herein.
1. Upon the request of City, Consultant shall provide complete copies of all
insurance policies required by these Agreement documents.
ARTICLE 7
TRANSFER OR ASSIGNMENT
City and Consultant each bind themselves, and their lawful successors and assigns, to this
Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or
transfer any interest in this Agreement without prior written consent of the City.
ARTICLE S
TERMINATION OF CONTRACT
Section 1.
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City may terminate this Agreement for its convenience on 30 days'written notice. Either
the City or the Consultant for cause may terminate this Agreement if either Party fails
substantially to perform through no fault of the other and does not commence correction
of such nonperformance with 5 days of written notice and diligently complete the
correction thereafter
Section 2.
If City chooses to terminate this Agreement under Article 8 hereof, upon receipt of notice
of termination, Consultant shall discontinue services rendered up to the date of such
termination and City shall compensate Consultant based upon calculations in Article 2 of
this Agreement and Exhibit"B" attached hereto and incorporated herein.
Section 3.
All reports, whether partial or complete, prepared under this Agreement, including the
original drawings, whether furnished by the City, its officers, agents, employees,
consultants, or contractors, or prepared by Consultant, shall be or become the property of
the City, and shall be furnished to the City prior to or at the time such services are
completed, or upon termination or expiration of this Agreement.
ARTICLE 9
RIGHT TO AUDIT
(a) Consultant agrees that the City shall, until the expiration of three (3) years after fmal
payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during
normal working hours to all necessary facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of
this section. City shall give Consultant reasonable advance notice of intended audits.
(b) Consultant further agrees to include in all its subcontracts hereunder, a provision to
the effect that the subcontracting consultant agrees that the City shall, until the
expiration of three (3) years after final payment under the subcontract, have access to
and the right to examine any directly pertinent books, documents, papers and records
of such subconsultant, involving transactions to the subcontract, and further, that City
shall have access during normal working hours to all subconsultant facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this article. City shall give Consultant and any
subconsultant reasonable advance notice of intended audit.
(c) Consultant and subconsultants agree to photocopy such documents as may be requested
by the City. The City agrees to reimburse Consultant for the cost of copies at the rate
published in the Texas Administrative Code in effect as of the time copying is
performed.
ARTICLE 10 _
MINORITY AND WOMAN BISUNESS ENTERPRISE lull ,,�
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(M/WBE)PARTICIPATION
In accordance with City Ordinance No. 15530, the City has goals for the participation of
minority business enterprises and woman business enterprises ("M/WBE") in City
contracts. Consultant acknowledges the 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 the Consultant may result in the
termination of this Agreement and debarment from participating in City contracts for a
period of time of not less than three (3) years.
ARTICLE I
NON-DISCRIMINATION
Consultant shall not discriminate against any employee or applicant for employment
because of race, age, color, religion, sex, sexual orientation,national origin, ancestry,
disability, or place of birth. Consultant shall take action to ensure that all persons are
employed and/or treated without regard to their race, age, color, religion, sex, sexual
orientation, national origin, ancestry, disability, or place of birth. This action shall
include,but not be limited to the following: employment,promotion, demotion, transfer,
working conditions, recruitment, layoff, termination, rates of pay or other forms of
compensation, and training opportunities.
ARTICLE 12
OBSERVE AND COMPLY
Consultant shall at all times observe and comply with all federal, state, and local laws and
regulations and with all City ordinances and regulations which in any way affect this
Agreement and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold
harmless City and all of its officers, agents and employees from and against all claims or
liability arising out of the violation of any such order, law, ordinance, or regulation, whether
it be by itself or its employees.
ARTICLE 13
VENUE AND JURISDICTION
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas—Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
ARTICLE 14
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 exhibits hereto.
ARTICLE 15
SEVERABILITV
The provisions of this Agreement are severable, and if any word,phrase, clause,
sentence, paragraph, section or other part of this Agreement or the application thereof to
any person or circumstance shall ever be held by any court of competent jurisdiction to
be invalid or unconstitutional for any reason, the remainder of this Agreement and the
application of such word, phrase, clause, sentence,paragraph, section, or other part of
this Agreement to other persons or circumstances shall not be affected thereby and this
Agreement shall be construed as if such invalid or unconstitutional portion had never
been contained therein.
ARTICLE 16
NOTICES
Notices to be provided hereunder shall be sufficient if forwarded to the other Party by
hand-delivery or via U.S. Postal Service certified mail return receipt requested,postage
prepaid, to the address of the other Party shown below:
City of Fort Worth
Attn: Chris Harder
1000 Throckmorton Street
Fort Worth, Texas 76102
Consultant:
New Dimension Solutions, Inc
600 Mamaroneck Avenue
Harrison
NY 10528
Attn: Marius Basson
VP RCM Consulting
910.232.9558
ARTICLE 17
HEADINGS
The headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement
ARTICLE 18
COUNTERPARTS
This Agreement may be executed in one or more counterparts and each counterpart shall,
for all purposes,be deemed an original,but all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in
multiple originals the day and year first above written, in Fort Worth, Tarrant County,
Texas.
CITY OF FORT WORTH: CONSULTANT:
New Dimension Solutions,Inc.
Fernando Costa, Acting Namelarm�ss n
Assistant City Manager Title VP RCM Consulting
RECOMMENDED:
fcjc-S. Frank Crumb,PIE, Director
Water Department
APPROVED AS TO FORM AND
LEGALITY:
Assistant Ci Attorney
ATTEST:
[h
Marty Hendrix
City Secretary
3 ) ►'110S
Date
AUTHORIZATION:
M&C. - 0kotl �p
Approval Date
ATTACHMENT "A"
SCOPE OF SERVICES (Revised)
Meeting and Introduction February 25, 08 (1/2 day) Marius Basson
Management Presentations: March 12 (1 day) John Fortin
Project Planning: June 4, 08 (1 day) Marius Basson
2 X 3-Day Courses (#1): April 29—May 1, 08 (3 days) TBA
2 X 3-Day Courses (#2): May 13 —May 15, 08 (3 days) TBA
2 X 3-Day Courses (#1): June 3 —June 6, 08 (3 days) TBA
Pilot Project Preparation: June 16—June 20, 08 (4 days) KH/MB
Pilot Projects: July 7—July 18, 08 (10 days, 2 pilots TBA
will run simultaneously)
Recommendations and report: Preparation of reports (5 days) TBA
Feedback meeting: July 28, 08 (1 Day) MB
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ATTACHMENT "B"
FEE SCHEDULE
TasklActivity
Description
0 Project Start
1 Introduce program with '/z Day presentation for senior managers, $1,500 1 $1,500
RCM2 overview stakeholders etc
presentation for key
stakeholders
2 Initial planning-Pilot 1 day each with Asset managers and $1,500 1 $1,500
Projects 1 and 2 stakeholders
3 Identify review group Personnel who know the asset systems
members and backups best should be included in the asset
reviews
4 RCM2 3-day Intro 3-Day training course for up to 20 $10,000 6 $60,000
Training for Review delegates(including training material and
Group Members, case study)
Potential Facilitators,
Project Manager, Union
Leaders and
Stakeholders
6 Preparation-RCM2 Pilot 2 Days with Review group and supervisors $1,500 2 $3,000
Project#1 [Rolling Hills (Define scope and analysis boundary,
WTP Chlorine System] preparation of Operating Context and
Information gathering)
7 Perform RCM2 Pilot 10 days mentoring and guidance of RCM2 $1,500 10 $15,000
Project#1 Review Group
8 Preparation-RCM2 Pilot 2 Days with Review group and supervisors $1,500 2 $3,000
Project#2[Village Creek (Define scope and analysis boundary,
WWTP—Service Water preparation of Operating Context and
PS] Information gathering)
9 Perform RCM2 Pilot 10 days mentoring and guidance of RCM2 $1,500 10 $15,000
Project#2 Review Group
10 Summarize results, Research,analysis and monitoring (before $1,500 5 $7,500
benefits analysis and vs. after), preparation of presentation
recommendations
12 Present Results to 1 day with Asset Manager and $1,500 1 $1,500
Management Stakeholders(Review group participation)
(Management audit)
14 Implementation of results Prepare detail job plans,tasks,triggers etc. TBE TBE
into CMMS (optional)
Total for RCM pilot Projects(including 3-Day training Courses, Facilitator Training $108,000
and RCM Software)
Traveling expenses Estimated at 15%of service fees(capped at 18%) $ 17,000
Total Cost of Proposed Services including travel and accommodation expenses $125,000
7 a 1ti i
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/4/2008
DATE: Tuesday, March 04, 2008
LOG NAME: 60PILOT PROGRAM REFERENCE NO.: C-22706
SUBJECT:
Authorize Execution of a Professional Services Agreement with New Dimension Solutions, Inc., for
the Fort Worth Reliability Centered Maintenance Pilot Projects for the Water Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a professional services
agreement with New Dimension Solutions, Inc., in the amount of $125,000.00 for the Fort Worth Reliability
Centered Maintenance Pilot Projects for the Water Department.
DISCUSSION:
Reliability Centered Maintenance {RCM} is an analysis technique which investigates failure modes, risks,
and consequences to determine the optimum fixed interval and predictive maintenance activities necessary
to ensure superior performance of equipment and processes at the least possible cost. Numerous
industries have successfully utilized RCM to reduce costs and improve equipment reliability, including the
railroad, airline, power, chemical, and mining industries. Recently, several water utilities across the nation
have successfully initiated RCM programs and have reported very favorable results, especially when the
equipment to be maintained is mechanically and electrically complex, such as encountered in water and
wastewater plants, pump stations, and meter stations.
A request for proposals for the Fort Worth Reliability Centered Maintenance Pilot Projects was advertised
on November 28th and December 5th, 2007, in the Fort Worth Star-Telegram, and placed on the city
website. Proposals were received on January 11, 2008. New Dimension Solutions, Inc. was the sole
respondent to the request for proposal.
The scope of work for this project consists of training Water Department staff responsible for maintaining
water and wastewater treatment and pumping facilities on the RCM process and conducting two proof of
concept pilot projects, one pilot performed on chemical feed equipment at the Rolling Hills Water Treatment
Plant and one pilot performed on a pump station at the Village Creek Wastewater Treatment Plant. The
consultant will perform staff training, facilitate the pilot studies, generate recommended fixed interval
maintenance activities based on the analysis from the pilot studies, and present their findings in an oral and
written report.
MIWBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Water
Department and approved by the MfWBE Office because the purchase of goods or services is from source
(s) where subcontracting or supplier opportunities are negligible.
Logname: 60PILOT PROGRAM Page I of 2
FISCAL INFORMATIONICERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Water and Sewer Operating Budget.
TO Fund/AccountlCenters FROM Fund/AccountlCenters
PE45 539120 0605004 $62, 000.00
PE45 531200 0705007 62 500.00
Submitted for City Mana�c er's Office b�: Marc A. Ott (8476)
Originating Department Head:. S. Frank Crumb (8207)
Additional Information Contact: S. Frank Crumb (8207)
Logname: 60PILOT PROGRAM Page 2 of 2