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PROFESSIONAL SERVICES AGREEMENT
WASTE CHARACTERIZATION AUDIT
This PROF ESSIONAL SERVICES AGREEMENT *'Agree m n " is made and entered into
by and between the CITY OF' FORT WORTH the " i C ty")!, a home rule nunieipall corporation
situated in portions of Tarrant, Denton and wise Counties, Texas, acting by and through Charles
Daniels, its duly authorized Assistant City Manager, and Gershman, l rie,l ner & Bratton Inc.
("Contractor"), a Maryland la.nd Corporation and acting by and through Harvey William Gershman, its duly
authorized president, each individually referred to as a "party" and collectively referred to as the
44pa rtes.",
CONTRACT DOCUMENTS:
The Contract documents shall include the following
-
1. This Agreement, f or Professional Services
2. Exhibit A—Statement of Work
3. Exhibit B—Payment Schedule
All Exhibits attached hereto are incorporated herein and made a port 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 services for the purpose of a
Waste Characterization Audit Study. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit A," Statement of Work,more splecifieally describing the services to be provided
hereunder.
2 TERM.
This Agreement shall commence upon February 24, 20!14 ("Effective Date") and shall expire
upon completion of the work and receipt of all deliverables as specified in Exhibit "A" Statement of
Work (except for Articles 6 and 8, which shall survive) unless terminated earlier in accordance with the
provisions of this Agreement.
I COMPENSATION.
The City shall pair Consultant an amount not to exceed $37,51010.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit B" which is incorporated
for all purposes luerein. Consultant shall not perform any additional services for the City not specified by
this geement unless the pity 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„..
OFFICIAL RECORD
CITY SECRETARY
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4. TERMINATION.
4.1. Written Notice,
+ w y
The City or Consultant may tenninate this Agreement at any h,me and for any rea-son by
provi ding the other party with written notice of termination.
4.2 Non-appropriati on 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 Obl* s of the Parties.
igation
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 or potential conflicts of interest related to Consultant's services under this Agreement. In,
the event that any conflicts of interest anise after the Effective Date of this Agreement, Consultant
hereby agrees immediately to make full disclosure to the City in writing. 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. Consultant shall More and maintain City Infon-nation in a. secure manner and shall
not allow unauthorized users,to access,modify, delete or otherwise co pt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has,been
comprorraised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years, after final payment
under this contract, 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 Contract
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 provi,sioins of this section. The City shall
give Consultant reasonable 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 no al working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
Professional Services Agreement,—Waste Characterization Audit
Gershi-nan,Brickner&Bratton Inc. Page 2 of 12
compliance with the provisions si,ons of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
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 exclus,ive 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 respondeal 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 point enterprise between City and Consultant.
8. LIABILITY AND1 INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE' AND RESPONSIBLE FOR ANY AND ALL
PR OPER TY LOSS, PROPER'TY DA MA GE ANDIOR PERSONA L INJUR Y, INCL UDING DEA TH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARA CTER., WHETHER REAL, OR
ASSERTED, TO THE EXTENTCAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
A GENTS,SER VANTS OR EMPL 0 YEES,
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY
,, INDEMNIF Y.
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL
INJUR Y, INCL VDING DEA TH. TO ANY AND ALL PERSONS, OF ANY KIND OR CHARA CTER,
WHETHER REAL OR ASSERTED,, ARISING OUT' OF OR IN CONNECTION WITH THIS
AGREEMENT
,t TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR: OMISSIONS OR
MALFEA SANCE OF CONS UL TA NT,ITS OFFICERS,A GENTS,SER VANTS"OR EMPL 0 YEES.
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
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agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and
Assignee shall be Jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants, consent to a subcontract,, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations, of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
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:
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10.1 'Coverage,and Limits
(a) Commercial General Liability
$10i00,0100 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
1,000,000 Each accident on a combined single limit basis or
$2501flOO Bodily injury per person
$5001MOO Bodily injury per occurrence
$10000 Property darnage
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, hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$1001000 Each accident/occurrence,
$110011,0100, Disease -pier each employee
$500,000 Disease-policy limit
i1is 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 minimum policy limits for Employers' Liability of
$1,00,000 each accident occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Professional Liability(Errors & Omissions)
1,000,000 Each Claim Limit
1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (C GL) 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. An 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 work
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 shall contain a Waiver of Subrogation
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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 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 pr n n. Such terms
shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throcki-norton, 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"f any violation of such laws, ordinances, rules or
regulations,,Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINA'VION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's, duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law including Chapter 17, Article III of the Code of the City of
Fort Worth. If any claim anises from an alleged violation of this, non-discrimination covenant by
Consultant,, its personal representatives, assigns, subcontractors or successors. in interest, Consultant
agrees to assume such liability and to indemnify and defend the City and hold the City harmless from
such claim.
13. NOTICES.
Notices required pursuant to, the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, 'registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT*.
City of Fort Worth Gersbman,Brickner& Bratton,Inc.
Attn: Charles Daniels Harvey,Gershinan
1000 Tbrockmorton Street 8550 Arlington Boulevard, Suite 304
Fort Worth TX 76102-6311 Fairfax, VA 22031
Facsimile-. (81 7) 392-8654 Facsimile: (703) 698-1306
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the to of this agreement and additionally for a,
period of one year after its ten-nination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement,without the prior written consent of the person's employer.
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15* GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, the City does, not waive or
surrender any of its governmental powers..
16. NO WAIVE,R.
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 p:erfon"nance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENLJE.
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,
18. SEVERABIL,ITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining ng provisions shall not in anyway be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant sliall 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 ma cure or other causes, beyond their reasonable control (force majeure),
including,but not ht-nited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strifes, lockouts, natural disasters,, wars,, riots, material or labor
restrictions by any govemmenta,l authority, transportation problems,and/or any other similar causes.
20. HEADINGSSNOT CONTROLLING.
Headings, and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed 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.
22. AMENDMENTS/MODIFICATIONS/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.
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23. 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.
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respec,tive party, and that such binding authority has been granted by
proper order,,resolution, ordinance or other authorization of the entity. The other party is Bally entitled to
I
rely on this warranty and representation in entering into this Agreement.
Remainder of Page Intentionally Blank
Professional Services Agreement—Waste Characterization Audit Page 7 of 12
Gershman, Bricker&B,ratton hic.
EXHIBIT A
STATEMENT OF WORK
1. Audit and characterize waste and recycling by cart type, waste category and weight for
each residential address.
Sampling and sorting Will occur in a 50' x 50!" space, under a covered area at
the City s Southea,st La.u'i�dfilt Residential municipal solid waste MSS and rec,yclables from the
study communities will be physically sorted into the sort categories as designated, with possible
additional or, substitute categories identified in the field by the Field Supervisor. The City is
responsible to provide the covered space,i.e. a tent.
2. Audit 80 homes in each of the five sectors of City of Fort Worth, l.e. 80 recycle
carts and 80 garbage carts for each week day(Monday-Friday).
The sort will take place from Monday through Friday. 80 waste carts and 80 recycling carts will
be sorted each day Monda y through Friday,, for 400 total waste carts 20,720 lbs and 400 total.
recycling carts (-4,792 lbs�),. The group will work from 7 M to 5PM, and have a break for lunch
on-site.
When work begins each day, the City will have delivered 20 carts of each type and will work out
a schedule to ensure GBB is not delayed due to lack of cast deliveries.
Loads (the contents of one cart is identified as a load) will be tipped in the designated area. 'Fhe
load sample will be deposited on a sorting table designated to receive incoming materials (one
location will be identified for incoming waste, and one for incoming rec clables. Once the sample
has been acquired and placed on a sorting table, the material will be manually sorted into the
prescribed component categories. ill bags and other containers in the sample will be opened and
the contents sorted.
3. Prepare detailed report of audit in Excel spreadsheet for presentation to Code Compliance.
aunce
G w will provide detailed audit data to the City in Excel following each day' s audit activities.
The results of the Friday sort will be provided on the following Monday.
4. Consultant will provide the supplies and equipment necessary to conduct the audit,
including but not limited to the following:
Plastic garbage cans and laundry basket to hold sorted materials
Permanent markers and pencils
Heavy duty scale
Duct tape and plastic sheeting
Handmade waste sorting tables
Clipboards and data sheets
Large magnets
Rakes,shovels,brooms
Digital camera
Cell phone
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Fire extinguisher
Igloo containers for liquids
Traffic cones and caution tape
Site-splec,ific health and safety plan for Fort Worth
Work boots
Eye goggles
Eyewash and First Aid Station
Particulate masks
Sanitary wipes,/Hand sanitizers
Sheildtech microporous film coveralls with hood and non-skid boots
Head protection as appropriate for site
Cut resistant gloves,
The City will provide two rolloff containers—one for the recycling material and one for the waste to
dispose of the sorted material.
5f Set aside any identified household hazardous waste for proper disposal.The City will
handle the disposal of this material.
WASTE CHARACTERIZATION CATEGORIES
Waste Categories for City of Fort Worth
Waste and Recyclig Audit
1(400 Garbage Carts and 400 Recycling Carts)
Sorted and categorized by address and cart type in
Excel Spreadsheet
Cate aeries*
Colmpostable(food and food contaminated pa pet)
Food
Food Contaminated Paper
Pape
OCC
Mixed Paper
ONP
Chip Board
Yard Waste
Grass,clippings
Small brush
Glass
Beverage Containers
Other glass
Bath &Diapers
Plastic
Plastic-PET
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Plastic-HDPE
Plastic-Mixed
Other rigid plastic items(includes,plastic toys)
Textiles and other clothing ite_ms
Rem odel/C&D
Electronics(anythting with a plug)
Plastic Bags and other film
Aluminum
Beverage Containers
Aluminum Containers
Aluminum Foil
Ferrous Metals
Steel Cans
Other Ferrous Metal,items
Hangers
Plastic
Metal
Cartons
Paper Cups
Putreseffile waste
Household Hazardous Waste(batteries,,p, sti*ci*de,, int,etle.,)
Other residue
*Audit Categories to be mutually agreed upon between City and
Selected Consultant.
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EXHIBIT B
PAYMENT SCHEDULE,
BBB's revised pricing,for the waste audit only(waste sampling and sorting)is$37,500.00.
GBB will complete the Scope of Work on a time and expenses basis not to exceed the above amount.For
additional tasks requested and agreed upon beyond this original scope,GB B will bill on a,time and
expenses basis according to the following rate schedule.
POSITION IS PER HOUR),
Executive Vice President 22 .50
Sr.Vice President 207.00
Vice President 176-00
Project Errgineer/Sr.Cc mnsuftant/Support,Director 114.00
Consuitam 111/Eng1 neer Ili" ram Administrator 93-50
Consuftant I/Engineer 1 72.50
Administrative Suipport 55-50
431
EXPENSES CHARGE"
Pers r/CovVmy Car Cuffent IRS Rates per mileizi
(or�84.75/day+fuef-wNcl*ver is le)
Local Travel E (tolls,,parking) As Incurred
Room and Board As trKunred
Akfare Coach Class,Discount Fares When Available
Car Rental ftcount Rate
Dupfic;atimg Jbilaclk and wKite) S.15 per Copy
Dupficafing(color-) 5-25 per Copy
Long Distance Tel ephone As Incurred
Grapttics and Art fir
Messerqgw, and Delivery Service As incurred
Subcontracmrs, As Ire e
Facsimile Communications Outbound 50-50 per pace
III EfFecfive January 1,,2D1.4 t December 31,2014 S�u�bb ct to Janluary I`annual increase based on CP1.
t2!For payments nattvceM dtit ln� 30 days of invoicing at,interrst charge,of 1.00%per mln*,will beapplied.
137 A Fee of 10 percent applied,to expenses,ir<Juding subcontractors.
W Subject to adjustmem per IRS guidehnes for$84-75fday+fu r is less).
GBB's timeline for the waste audit only(waste sampling and sorting)is as follows:
Activity Date
Kick-Off Meeting February 24,2014
Waste Sort March 18—March 22,2014
All Final Data Submitted to City March 24,2014
data.from final day of sort and any other pertinent information)
GBB will submit a single invoice for these services upon completion of the work.
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SIGNATURE PAGE
PROFESSIONAL SERVICES AGREEMENT
WASTE CHARACTERIZATION AUDIT
IN WITNESS THEREOF, the, parties hereto have made and executed this, Amreement in
multiple originals on the dates written below, in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH: GE RSHMAN,BRIE&BRAI-17ON,INC.
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By. , 4, ..%
By"(-, _71L/V��, A "off
..............
arles W. Daniels Hry Illy Gersh�p6l
ssistant City Manager President
Date:
WITNESS.
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By r l;��
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Mary J.Za er�.
City Secre dry CO)
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APPROVED AS TO FORM AND
LEGALITY:
By.
Arthur N. Bashor
Assistant City Attorney
orric,AL PmeORD
CITY SECRIETARY
FTo WORTHS 1rX
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