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HomeMy WebLinkAboutContract 43519 CITY SECRETARY CONTR4CT NO. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is made by the CITY OF FORT WORTH, a Texas municipal corporation situated in Tarrant, Denton and Wise Counties, Texas,with its principal location at 1 090 Throckmorton Street, Fort Worth, Texas 76162, hereinafter called "City,"and Heights Consulting, LLC, with its principal location at 9328 San Rafael NE, Albuquerque NM, 87109, hereafter called "Consultant." 1. SCOPE OF SERVICES Consultant agrees to provide consulting services to assist the City with evaluating the implementation of a single advertised number for all general City services, referred to herein as"One Call," and such services are more specifically described in the Exhibit A, Scope of Work, which is attached hereto and incorporated herein. 2. COMPENSATION The maximum amount to be paid to Consultant for all services performed and expenses incurred hereunder shall not exceed $40,700, which shall be inclusive of all fees, expenses, resources, equipment, tools, and supplies necessary to perform the services under this Agreement and as set forth in Exhibit A. 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. 3. TERM This agreement shall be effective upon the last date of execution by the parties and shall expire upon completion of all services contemplated herein, but not later than December 31, 2912 4. TERMINATION Either party may terminate this Agreement at any time for cause or convenience upon thirty (39) days written notice to the other party. In the event city terminates this Agreement, upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. 5. LIABILITY' INDEMNIFICATION CONSULTANT SHALL BE LIABILE FOR AND HERESY RELEASES THE CITY FROM LIABILITY, AND AGREES TO INDEMNIFY AND HOLD THE 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 SUBCONSULTANTS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONSULTANT SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE 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 MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF "FHEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent Contractor and not as an officer, agent or employee of the City. Consultant shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and in me and shall be solely responsible for the acts and omissions of its age" , IM tractors. CITY SECRETARY P 3 , . I N ff. WORTH Tx iJ Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 7. INSURANCE 7.1 Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: (a) Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. (b) Automobile Liability Insurance with a combined limit of not less than $300,000 per occurrence. (c) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. (d) Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. City agrees to waive this requirement upon receipt of sufficient documentation from the Consultant certifying that Consultant is not required to maintain the requisite coverage in accordance with the statute. 7.2 General Insurance Requirements: (a) 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. (b) 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. (c) 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- Vll 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. (d) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. S. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer their interest herein without the prior written PROFESSIONAL SERVICES CONTRACT Heights Consulting,LLC Page 2 of 5 consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void, 9. CHOICE OF LAW:VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. 10. FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Agreement if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party. 11. CONFIDENTIAL INFORMATION Consultant understands and acknowledges that Consultant will be provided with information from the City that may be confidential by law, rule, statute, ordinance or legal order. Consultant shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. Consultant agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City. Disclosure of, or unauthorized use of, any confidential information by Consultant is a material breach of this Agreement. If Consultant violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. Consultant agrees to indemnify and hold the City harmless for any Claims or damages caused by Consultant's breach of this confidentiality provision. 12. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Consultant related to services performed under this Agreement, for audit purposes or otherwise. Consultant agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency, the City will provide reasonable advance notice of any intended audits and the need for the information. Consultant agrees that it will keep records relating to the services provided hereunder for as long as required by law. 13. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: If to City: If to Consultant: City of Fort Worth Heights Consulting, LLC Attn: Fernando Costa,Asst City Manager Attn: Rose Minton 1 000"rhrockmorton Street 9328 San Rafael NE Fort Worth,Texas 78102 Albuquerque, NM, 87109 14. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, PROFESSIONAL SERVICES CONTRACT Heights Consulting,LLC Page 3of5 legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 16. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of 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. EXECUTED on this, the ay of , 2012. ACCEPTED AND AGREED: CONSULTANT: HEIGHTS CONSULTING, LLC: CITY OF FORT WORTH: By: By:Iz v4a� - Name: SE M ndo Costa Title: P e E S I INE NS--r Assistant City Manager Date: Date: 08* Zle ZZ ATTEST: ATTEST: � 0000009 U� Q B o y� By: � `8 a Name: Ma . Kay f ,,,moo OA 0, Ci Secretary 0 o x 0. Title. City ry 0 0 n 0 o a APPROVED TO F RM AND GALITY: -X By: Assis6A City Attorney PROFESSIONAL SERVICES CONTRACT Heights Consulting,LLC Page 4 of 5 OFFICIAL RECORD CITY SECRETARY FTI WORTH, TX 0- Exhibit A Scope of Services PROFESSIONAL SERVICES CONTRACT Heights Consulting,LLC Page 5 of 5 City of Fort North and Heights LLC Consultin ,� (Contractor) Statement of Work (SOW) Phase I - One Call Scope Definition 0-20-12 1) Project Definition The City of Fort worth is evaluating the implementation of a single advertised number for all general City Services. The project team is requesting assistance with developing a road map for implementation and the budget associated with the implementation. The first phase will be defining the scope of One Call for Fort worth.The next phases will include implementation planning and implementation. 2) Contractor Tasks - Phase 1 -- One Call Scope Definition See Attached Excel document"Heights Consulting and Fort Worth Tasks Phase 1" 3) City of Fort Worth Tasks • Provide overall project direction,management and support of the One Call Scope Definition • Schedule and provide access to key stakeholders • Review and provide feedback about deliverables and work products 4) Contractor Resources • Rose Minton—Project Director/Business Case Consultant ■ Cheile Stringer—Expectations Assessment/Business Transformation Consultant 5) Delivery Schedule • Planning and scheduling work will begin after contract signing • The City of Fort worth has the option of having the first onsite meetings on August 27-31 6) Price for Professional Services and Expenses a) Professional Services • Professional services will be a fixed fee of$30,700 for the following resources: o Project Director/Consultant o Expectations Assessment/Business Transformation Consultant • Billing for professional services is deliverable based.Invoices will be presented when the deliverable is complete.The billing will be as follows: o Deliverable 1 ■ Completion of interviews—a process deliverable attained when the interviews have been completed o Deliverable 2 ■ Executive summary of scope definition—a paper deliverable in either MS Word or MS PowerPoint completed when delivered to the Project Manager.The executive summary will include these areas: • Purpose • Approach • Business Drivers W lPHTS Proprietary and Confidential • City Services Included • Implementation Recommendation • Implementation Next Steps b] Expenses • Actual expenses incurred in the performance of the engagement are billed on a pass-through basis, as incurred and without mark-up.The not to exceed price for these expenses will be$10,000. It is assumed work will be a combination of onsite and offsite with these assumptions: • Two contractors are onsite for up to 4 days for initial interviews • Two contractors will be onsite for the scope working session • Two contractors will be onsite for the expectations reconciliation sessions • Two contractors will be onsite for the executive summary presentation 7] Schedule changes Schedule changes will be agreed to jointly by Contractor and City of Fort Worth. City of Fort Worth Acceptance We have reviewed this document and approve its contents. Project Sponsor Name: Project Sponsor Signature: Date: 7- Contractor Acceptance We have reviewed this document and approve its contents. Heights Consulting Rose Minton President Name: Heights Consulting President Signature: Date: August 20, 2012 .r HEIGHTS 2 Proprietary and Confidential COgNSULTING WORKERS' COMPENSATION STATEMENT I, OS 10 TO 0 , of Heights Consulting, LLC., hereby certify that I employ fewer than three employees and am, therefore, not subject to the provisions of the Workers' Compensation Act of the State of New Mexico. I further certify that should I employ three or more persons during the term of my Agreement with the City, I will comply with the provision of the New Mexico Workers' Compensation Act and provide proof of such compliance to the City of Fort Worth, Texas. Eta2 n&r 1 S ignature/Title S - 2.0---1 Z Date ACKNOWLEDGMENT: BEFORE ME, the undersigned authority, a Notary Public in and for the State of pk-�� on this day personally appeared Z� .�,, known to me to be the person whose name is subscribed above, and acknowledged to me that the same was the act of Heights Consulting, LLC, and that she executed the same as the act of Heights Consulting, LLC for the purposes and consideration therein expressed and in the capacity therein stated. G VE UN ER MY HAND AND SEAL OF OFFICE this y a of L ' 2012. -N Public in and for the State of WFA OFFICIAL SEAL. Daryl Butler Y ,z NOTARY PUBLIC 4 •mom• STATE OF NEW MfrXICO �My Cammiss�on Expires: �-{- _+ Heights Consulting-CCN:2013-0014