HomeMy WebLinkAboutContract 53560 City Secretary
Contract No. 535(P O
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C s���,�o2� AN AGREEMENT FOR THE PROFESSIONAL CONSULTING SERVICES
9�q'Nis AGREEMENT ("Agreement") is made and entered into by and between the CITY OF
FORT WORTH (the "City"). a home rule municipal corporation situated in portions of Tarrant,
Parker, Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized
Interim Assistant City Manager, and ETC Institute ("Consultant"), a Kansas Corporation duly
authorized to do business in Texas, as executed by Christopher Tatham , its duly authorized CEO,
each individually referred to as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Scope of Services and Time of Deliverable
3. Exhibit B — Payment Schedule, Survey Pricing Options
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services to assist the
City's Water Department with conducting a statistically valid community survey.
Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit A,
Scope of Services and Payment Schedule, more specifically describing the services to be providedto
the C itv.
Consultant warrants that it will exercise reasonable skill, care and diligence in the performance
of its services and will carry out its responsibilities in accordance with customarily accepted
professional practices and applicable laws. Except for the express representations andwarranties set
forth hereinabove and otherwise in this Agreement, Consultant does not make anyother express or
implied warranties or representations of any kind whatsoever relating to this Agreement or the
Services, including any implied warranty of merchantability or fitness for a particular purpose.
2. TERM.
This Agreement shall commence upon the date of complete execution ("Effective Date")
and shall expire a year from the Effective Date, acting within the schedule as described in
ExhibitA, unless terminated earlier or extended in accordance with the provisions of this Agreement
or agreed upon by written amendment to this Agreement by both parties. In no event shall
the Consultant perform its services beyond the not-to-exceed amount in Section 3 without a
written amendment to this Agreement.
E
L RECORCRETARYF�`H,T
age 1 of IL
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $49,064.00 in accordance
with the provisions of this Agreement and the Payment Schedule shown in Exhibit B which
is incorporated for all purposes herein. Consultant shall not perform any additional services
for the City not specified by this Agreement unless the City requests and both parties approve
in writing the additional scope, schedule, and costs for such services. Either party may seek a
change order for a change in scope schedule and costs related thereto, which must be agreed
upon by both parties by a written amendment to this Agreement. The City shall not be liable
for any additional expenses if not specified by this Agreement unless the City first approves
such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason
by providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to the City of any kind whatsoever,except as to the
portions of the payments herein agreed upon for which funds shall have been
appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing
of any existing conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant
hereby agrees promptly to make full disclosure to the City in writin(y upon its first knowledge of
such conflict. Consultant, for itself and its officers, agents and employees, further agrees that it
shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City, except to the
extent that such disclosure is required by applicable law or court order and then only after prior
notice to and consultation with the Citv. Consultant shall store and maintain Cite 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 promptly- if the
security or integrity of any City information has been compromised or is believed to have been
compromised.
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6. 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 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 at
least five (5)business days' advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of
three (3)years after final payment of the subcontract, have access to and the right to examine
at reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall
have access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended
audits.
The audit rights conferred by this section shall not permit the City to access records
related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit
prices, or Consultant's estimating records.
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 responcleat superior shall not apply as between the City, its officers, agents,
servants and employees, and Consultant, its officers, agents, employees, servants, contractors
and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND
HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES,
DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING
REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR
PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY
PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS,
AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE
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PERFORMANCE OF SERVICES UNDERTHIS AGREEMENT. THE
CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE
CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS
AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE
FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES,
OR SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS
LEGALLY RESPONSIBLE.
NOTWITHSTANDING THE FOREGOING, CONSULTANT
AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO
INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS,
AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR
LOSSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES FOR
PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY
DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF
PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER
THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO
DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND
EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL
MISCONDUCT.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants consent
to an assignment. the assignee shall execute a written agreement with the City- and the
Consultant under which the assignee agrees to be bound by the duties and obligations of
Consultant under this Agreement, and Consultant shall have no further liability-or obligations
under the assigned portion of the Agreement. If the City grants consent to a subcontract,
the Consultant shall require such subcontractor to execute a written agreement with the
Consultant referencing this Agreement and requiring subcontractor to be bound by duties and
obligations substantially similar to those of the Consultant under this Agreement as such
duties and obligations may apply to the subcontractor's scope of services. The Consultant
shall provide the City with a fully executed copy- of any such subcontract upon request. with
any financial and proprietary information redacted.
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10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting
policies of the following coverage limits that are to be in effect prior to commencement of
any services pursuant to this Agreement:
10.1 Coverage and Limits
Commercial General Liability
$1,000.000 Each Occurrence
$2,000,000 Aggregate
(a) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Consultant. its employees,
agents, representatives in the course of the providing services under this
agreement. "Any vehicle" shall be any vehicle owned, and non-oNvned.
(b) Worker's
Compensation
Statutory limits
Employer's liability
$100.000 Each accident/occurrence
$100,000 Disease -per each employee
$500,000 Disease - policy
limit
This coverage may be written as follows:
Workers'Compensation and Employers' Liability,coverage with limits
Consistent with statutory benefits outlined in the Texas workers"
Compensation
Act(Art. 8308 — 1.01 et seq., Tex. Rev. Civ. Stat.), and policy limits
for
Employers' Liabilityof$100,000 each accident/occurrence, $500,000
bodily
injury disease policy limit and$100.000 per disease per employee.
(c) Professional Liability (Errors &Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
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Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (COL) policy, or a separate policy- specific to Professional
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be
claims-made, and maintained for the duration of the contractual agreement and for two(2)
years following completion of services provided. Annual certificate of insurance shall be
submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has
obtained all required insurance shall be delivered to the City prior to
Consultant proceeding with any services pursuant to this Agreement. All
policies except Workers' Compensation and Professional Liability shall be
endorsed to name the City as an additional insured thereon, as its interests
may appear. All policies except Professional Liability and Employer's
Liability shall contain a Waiver of Subrogation for the benefit of the City
of Fort Worth. The term City shall include its employees, officers,
officials, agent, and volunteers in respect to the contracted services. Any
failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement. A minimum of
thirty (30) days' notice of cancellation of coverage shall be provided to
the City. Ten (10) days' notice shall be acceptable in the event of non-
payment of premium. Such terms shall be endorsed onto Consultant's
insurance policies. Notice shall be sent to the Risk Manager, City of Fort
Worth, 200 Texas Street, Fort Worth, Texas 76102. with copies to the City
Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such
laws, ordinances, rules or regulations, Consultant shall promptly 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 ,Troup of individuals on any basis prohibited by law.
13. NOTICES.
Notices required pursuant to 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:
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To CITY: To CONSULTANT
City of FortWorth ETC Institute
Attn: Dana Burghoff Attn: Greg Emas
200 Texas Street 725 W. Frontier Lane
Fort Worth TX 76 1 02-63 1 1 Olathe, KS 66061
Facsimile: (817) 392-8654
14. GOVERNMENTAL POWER
It is understood and agreed that by execution of this Agreement, the City does not
waive or surrender any of its governmental powers.
15. NO WAIYER.
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.
16. GOVERNING LAW I VENUE.
This Agreement shall be construed in accordance with the internal laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
17. 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.
M 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, tires, strikes, lockouts, natural disasters, wars. riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar
causes.
19 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.
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20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party, shall not be employed in the interpretation of this Agreement or
exhibits hereto.
21. AMENDMENTS I MODIFICATIONS 1 EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party
hereto unless such extension, modification, or amendment is set forth in a written instrument, which
is executed by an authorized representative and delivered on behalf of such party.
22. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises
agreed to by the parties. To the extent of any conflict, this Agreement supersedes the terns,
conditions, and representations set forth in the City's Request for Proposals, Consultant's Proposal
and revised cost. No agent of either party, has authority to make, and the parties shall not be bound
by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties
may amend this Agreement only by a written amendment executed by both parties.
23. 1`.O BOYCOTT OF ISRAEL.
If Consultant has fewer than 10 employees or the Agreement is for less than $100,000, this
section does not apply. Consultant acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, 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 Addendum, Consultant certifies that Consultant's signature
provides written verification to City that Consultant: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
25. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party" and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The parties are
fully entitled to rely on this warranty and representation in entering into this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
�t�th day of 'R,b(UaN 2020.
CITY OF FORT WORTH ETC INSTITUTE
Dana Burghdo ego mas
Interim Assistant City anager CFO
Recommended By: Witness:
a [I L � -t�-
Chris Harder, P.E. By: K-A-n , BESC
Water Department Director Title: rff j A" S'?jCkls7-
Compliance Compliance Manager
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Mary iu
Media Relations & Community Coordinator
Approved as to Form and Legality
hrista . Lopez-R nolds ., *
Sr. Assistant City Attorney (3R
iast By: C ,
Kayser
City- Secretary
OFFICUAL RECORD
CITY SECRETARY
FT. WORTH,TX
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Exhibit A—Scope of Services and Project Schedule
Conduct a Water Utilities Survey for the City of Fort Worth
ETC Institute shall conduct a Water Utilities Survey- for the City of Fort Worth Water
Department. A description of the services that shall be provided and the fees are described
below and on the following pages.
Task 1: Design the Survey and Prepare the Sampling Plan. Task 1 will include the
following services:
• Working with Water Department staff to develop the content of the survey. It's anticipated
that the survey will be similar to the one conducted in 2018 for the Water Dept. To help
facilitate the survey design process, ETC Institute will review the 2018 survey, and provide
similar surveys administered for other communities for the Water Dept. to review. The length
of the survey will be approximately 15-minutes in length. It is anticipated that 3-4 drafts of
the survey will be prepared before the survey is approved by the Water Department.
• Participating in meetings by phone to develop the survey.
• Once the survey has been approved by the Water Dept., ETC Institute will conduct a pilot test
of the survey, to ensure the questions are understood by residents. Based on the results of the
pilot test, ETC Institute will recommend changes (if needed) to the survey.
• Selecting a random sample of residential customers to be contacted for the survey. The
sample will be address-based and will include residential customers from a list provided by
the Water Dept.
• The sample will be designed to ensure the completion of at least 1600 surveys. The overall
results for the City will have a precision of at least+/-2.5% at the 95% level of confidence.
Deliverable Task 1. ETC Institute will provide a copy of the approved survey instrument to
the Water Dept.
Task 2: Administer the Survey. Task 2 will include the following services:
• ETC Institute will mail the survey and a cover letter (on City letterhead) to a random sample
of residential customers.
• Residential customers who receive the survey will have the option of completing it in one of
the following three ways:
o By mail using a postage-paid return envelope, which will be included with the survey
o By going on-line to a website, the website will be printed on the survey
o By calling a toll-free number, which will be printed on the survey in both English and
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Spanish. ETC Institute will have interviewers who will answer inbound calls from
residential customers who prefer to complete the survey by phone in either English or
Spanish.
• Approximately 7-10 days after the surveys are mailed, ETC Institute will follow-up via e-mail
and/or phone with households that received a mailed survey. ETC Institute will continue
following up with households until reaching a minimum of 1,600 completed surveys.
• ETC Institute will monitor the distribution of the sample to ensure that the sample reasonably
reflects the demographic composition of the City with regard to age, geographic dispersion,
gender, ethnicity and other factors.
Deliverable Task 2. ETC Institute will provide a copy of the overall results for each question
on the survey.
Task 3: Analysis and Final Report. ETC Institute will submit a final report to the City. At
a minimum, this report will include the following items:
• Formal report that includes an executive summary of survey methodology and a description of
major survey findings
• Charts that will show the results for each question of the survey, including comparisons to the
2018 survey when applicable
• Importance-Satisfaction/Quadrant Analysis that will identify the areas where the greatest
opportunities exist to enhance overall satisfaction with water services.
• GIS maps that show geocoded survey results for selected questions on the survey
• Cross tabulations that show the results for most questions based on the demographic
characteristics of the respondents
• A copy of the survey instrument
Deliverable Task 3: ETC Institute will submit the final report in an electronic format. ETC
Institute will also provide a hard copy that can be reproduced by the City.
Task 4: Create a PowerPoint Presentation and Conduct an On-Site Visit. ETC Institute
will prepare a PowerPoint presentation that can be used by staff to share the findings of the
survey. ETC Institute will also make an on-site visit to present the results to Water
Department leadership and City Council.
Deliverable Task 4: ETC Institute will submit a PowerPoint presentation that highlights the
major findings of the survey.
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It
Project Schedule
A preliminary schedule is provided below. We can adjust the schedule to meet your needs.
ETC Institute has the capability to complete this survey in as little as two weeks if needed.
• February—March 2020
Design Survey Instrument
Develop Sampling Plan
Pilot Test
• April—May 2020
Administer Survey
• June 2020
Prepare and Deliver the Final Report
Present Survey Results
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Exhibit B — Payment Schedule, Survey Pricing Options
The table below shows the breakdown of fees by task for a 15-minute survey. The total fee
for the services described in this proposal would be $49,064.
Survey PricingO tions
Task 15-Minute Survey
Survey Design $1,750
Development of the Sampling Plan $2,500
Administration of a Survey to 1600 households $30,964
Formal Report $3,250
Importance/Satisfaction Quadrant Analysis $2,800
GIS Mapping $3,000
On-Site Visit $1.500
PowerPoint Presentation $500
Cross tabulations $2,800
GRAND TOTAL $49,064
The total fee for the services described in this proposal would be $49,064.00. Invoices will be
submitted as follows:
• Invoice 1: 1st Draft of the Survey Submitted ($7,500)
• Invoice 2: Final Survey Approved by the City ($9,700)
• Invoice 3: Survey Printing and Mailing Complete ($8,000)
• Invoice 4: Survey Administration Complete ($14,864)
• Invoice 5: Draft Report Delivered ($4,500)
• Invoice 6: Final Report Delivered ($4,500)
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