HomeMy WebLinkAboutContract 42343 CITY SECRETARY
City of Fort Worth,T/PW Department,Storm Water Management Division CONTRACT NO.
Work Order and Asset Management System Tech Augmentation Services
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES 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, Denton and Wise Counties, Texas, acting by and
through Fernando Costa, its duly authorized Assistant City Manager, and Westin Engineering,
Inc. ("Consultant"), a California Corporation and acting by and through Jeff Liebig, its duly
authorized Chief Financial Officer, with its principle place of business at 3100 Zinfandel Drive,
Suite 300, Rancho Cordova, CA 95670.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of providing Work Order and Asset Management System (WOAMS) Technical
Augmentation Services. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be
provided hereunder.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall expire one (1) year from the Effective Date
unless terminated earlier in accordance with the provisions of this agreement. This agreement
may be renewed for two additional one-year terms at the City's option. The City shall provide
Consultant with thirty(30) days written notice of its intention to renew this agreement.
3. COMPENSATION.
The City shall pay Consultant per the terms of the individual executed work orders in
accordance with Exhibit B "Professional Services Hourly Rates", which such total aggregate
amount shall not exceed $150,000. Exhibit "B," is attached hereto and is incorporated for all
purposes incident to this Agreement. Each individual work order shall be listed as Appendix B-1,
Appendix B-2, Appendix B-3 and so forth, and each work order shall be attached and
incorporated into the Agreement. Each work order shall set forth the name of the personnel to
provide the services, the specific project to which the personnel will be assigned, the specific
services to be provided by the personnel, the start and end date of the personnel, the hourly rate
or salary of the assigned personnel and any other regulations as agreed to by the parties that
may apply to the specific personnel.
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___..---.
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Professional Services Agreement
OFFICIAL R �10-RD
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Westin Engineering. Inc n a Y :.yy.
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Work Order and Asset Management System Tech Augmentation Services
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 or potential 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 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 store and maintain
City 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
immediately if the security or integrity of any City information has been compromised 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 provisions 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 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.
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
respondeat 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.
Professional Services Agreement
Westin Engineering. Inc
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR PROPERTY LOSS,
PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY
and HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST CLAIMS OR LAWSUITS FOR EITHER PROPERTY
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST
PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO PERSONS, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
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. 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:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
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
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
(c) 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 minimum policy limits for
Employers' Liability of $100,000 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
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 shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. 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 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,
1000 Throckmorton, 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 immediately desist from and correct the violation.
Professional Services Agreement
Westin Engineering. Inc
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
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 group of individuals on any basis prohibited by law. If any claim
arises 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 Westin Engineering, Inc.
Transportation &Public Works Department Attn: Ron L. Booth, Ph.D., CISM
Stormwater Management Division 260 Peachtree Street NW, Suite 2200
Attn: Joe Komisarz Atlanta, GA 30303
1000 Throckmorton Tel: (404) 577-4678, ext. 4611
Fort Worth TX 76102-6311 Fax:(916) 852-2311
Tel: (817) 392-2662
Fax: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally
for a period of one year after its termination, 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.
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 WAIVER.
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.
17. GOVERNING LAW/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.
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
18. 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.
19. 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, fires, strikes, lockouts, natural disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
20. 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.
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.
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 respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. The other
party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
Westin Engineering, Inc
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples this ?S�day of $Qogy.,%Ab r , 2011.
CITY OF FORT WORTH: WESTIN ENGINEERING, INC:
By. By: 1
Name: Mr. Fernando Costa Na Liebi
Title: Assistant City Manager Tit e: Chief Vinancial Qicer
Date: Date: 91 Z2d
ATTEST: ATTEST:
B By: 9���I l
City Secretary
A a���oo� 04,
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APPROVED TO FORM p 0L
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By. tstant City Attorney tt
CONTRACT AUTHOORIZATION:
M&C: C-25177 ✓
Date Approved: September 20, 2011
OFFICIAL RF:C�E D
CITY 3E'CRETAkY
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Professional Services Agreement a � F
Westin Engineering. Inc
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
EXHIBIT A
STATEMENT OF WORK
Westin Engineering will provide Technical Augmentation Services for the
TPW/Stormwater Management Division's WOAMS implementation. These services
may include:
a. Project management and planning
b. Conversion of business processes to configuration data sheets
c. Assistance with interface(s) development
d. Staff technical training
e. Software testing and troubleshooting
f. User Acceptance Testing
g. Documentation and development of software user guides
h. Other services as needed
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City of Fort Worth,T/PW Department,Storm Water Management Division
Work Order and Asset Management System Tech Augmentation Services
EXHIBIT B
PROFESSIONAL SERVICES HOURLY RATES
Code Category Rate
10 Managing Principal $261.25
15 Senior Principal Consultant $242.25
20 Principal Consultant $228.00
25 Senior Consultant II $213.75
30 Senior Consultant I $199.50
40 Staff Consultant $171.00
50 Associate Consultant $137.75
60 Analyst II $114.00
70 Analyst I $95.00
90 Project Assistant $80.75
99 Clerical $57.00
The above labor rates do not include sales or service taxes, if any.
Non Labor Costs: Subcontract and other direct expenses will be billed at cost,
plus 10%. These costs may include but are not limited to travel, mail/shipping,
outside printing& binding, subcontractor charges,project equipment/software.
Mileage will be expensed per the current IRS guidelines at the time of travel.
Westin Standard Rate sheets are increased annually in the January billing cycle o
each year. If the contract extends beyond January of any year, a rate increase can
be expected.
Professional Services Agreement
Westin Engineering Inc
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M&C - Council Agenda Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/20/2011
DATE: Tuesday, September 20, 2011 REFERENCE NO.: **C-25177
LOG NAME: 20SWTECHSPRT
SUBJECT:
Authorize a Contract with Westin Engineering, Inc., to Support the Stormwater Utility's Implementation of
Various Technology Initiatives Including a Work Order and Asset Management System for an Amount Not
To Exceed $150,000.00 for the First Year(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a contract with Westin Engineering, Inc., to support the
Stormwater Utility's implementation of various technology initiatives including a Work Order and Asset
Management System for an amount not to exceed $150,000.00 for the first year.
DISCUSSION:
The contract recommended by this M&C will support the implementation of a Work Order/Asset
Management System (WOAMS)for the Stormwater Management Program (SWMP). The SWMP does not
have the in-house technical expertise to conduct various implementation tasks such as: risk-based critical
asset determinations, oversight of system integrations, and development of software test plans.
On May 11, 2010, (M&C C-24211) City Council authorized a contract with Westin Engineering, Inc.,
(Westin)to assist staff in developing requirements for a WOAMS acquisition. That contract concluded in
August, 2011 with the selection of Accela, Inc., as the preferred WOAMS vendor. Because of the in-depth
knowledge of Fort Worth's SWMP that Westin acquired in the process of assessing the WOAMS
requirements for the SWMP, they are uniquely prepared to assist with data preparation, troubleshooting
technical issues, specialized technical training and other related services during and after the
implementation. These services were not included in the scope of the original contract with Westin
because it was unknown at that time what level of assistance would be required during the implementation
phase of the WOAMS.
The WOAMS will enable best practice work order and asset management processes in the SWMP. The
benefits of having a proven WOAMS include: optimization of day-to-day operations, highly objective
prioritization of needs, establishment of a platform for predictive modeling and proactive programming,
effective life cycle cost analysis and budgeting and the ability to articulate program effectiveness in terms
of clear and meaningful performance measures.
Task orders will be issued to Westin Engineering, Inc., when their services are required. The total cost for
these services will not exceed $150,000.00, annually. The overall WOAMS initiative is within its original
budget and the funding for these services is accounted for in the SWMP's approved Fiscal Year 2012
Budget.
PRICE ANALYSIS—The hourly rates for all professional services remain unchanged from the approved
rates in the original contract. City Staff reviewed the hourly rates submitted by Westin Engineering, Inc.,
and determined them to be fair and reasonable.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested and approved by
the M/WBE Office because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
http://apps.cfwnet.orv,/ecouncil/t)rintmc.asD?id=15780&print=true&DocTvne=Print 9/23/2011
M&C - Council Agenda Page 2 of 2
RENEWAL OPTIONS—This agreement includes options to renew for two additional one-year terms. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal terms.
This agreement affects ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Stormwater Utility Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE69 539120 0209000 $150,000.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Doug Wiersig (7801)
Additional Information Contact: Joe Komisarz (2662)
ATTACHMENTS
1. Available funds- PE69-539120-0209000.pdf (CFW Internal)
2. MWBE Waiver-WOAMS.pdf (CFW Internal)
3. PE69-531200-0209000.doc (CFW Internal)
httn://anns.cfwnet.ore/ecouncil/nrintmc.asn?id=15780&print=true&DocTvpe=Print 9/23/2011