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HomeMy WebLinkAboutContract 46009 CITY SECRETANI CITY OF FORT WORTH, TEXAS CONTRACT NO. STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and NewGen Strategies & Solutions, LLC, authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Audit of Bio Solids Contract. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A" (NewGen Strategies & Solutions, LLC,Letter Dated September 17, 2014). These services shall be performed in connection with Audit of Bio Solids Contract. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $45,000.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular M services so ordered and receipt by City of Consultant's invoice for payment of same. n M Acceptance by Consultant of said payment shall operate as and shall release the City from ZE M all claims or liabilities under this Agreement for anything related to, done, or furnished in v c connection with the services for which payment is made, including any act or omission of the City in connection with such services. 0 N O City of Fort Worth,Texas OFFICIAL RECORD Standard Agreement for Professional Services CITY SECRETARY PMO Official Release Date:112812013 Page 1 of 8 FT. WORTH, TX Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 3 months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:112812013 Page 2 of 8 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Fort Worth Water Department, Attention: David R. Townsend, P.E. Fort Worth Water Department, 1000 Throckmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 3 of 8 n e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 4 of 8 commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) 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 any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 5of8 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date:1/28/2013 Page 6 of 8 interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Fort Worth Water Department 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: NewGen Strategies & Solutions, LLC Attn: David S. Yanke, Vice President 3409 Executive Center Drive, Suite 128 Austin, Texas 78731 Article XVI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement City of Fort Worth,Texas Standard Agreement for Professional Services PMO Official Release Date: 1/28/2013 Page 7 of 8 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the-* day o&U ,MAI BY: BY: CITY OF FORT WORTH ENGINEER NewGen Strategies & Solution LC Fernando Costa David. S Yanke Assistant City Manager Vice President Date: 1016 �/ Date: ad Iq APPROVAL RECOMMENDED: By: Z�2� 4f Andrew T. Cronberg Acting Director, Water Depa mgn APPROVED AS TO FORM AND LEGALITY M&C No.: By: M&C Date: Doug 16 C ,srl� R,t�0E2-t2C'1 c5S Assistant City Attorney ATTEST: 0000°0000 ° Ma eary r ° �►°OOOao°°° City ecre �jtAS City of Fort Worth,Texas Standard Agreement for Professional Services OFFICIAL RECORD PMO Official Release Date:1/28/2013 Page 8 of 8 CITY SECRETARY FT.WORTH,TX 3409 Executive Center Drive Suite 128 C Austin, TX 18131 Solutions Phone: (512) 419-1900 Strategies Fax: (512) 419-1905 September 17, 2014 Attachment A Mr. David Townsend, P.E. Facilities Engineering Manager City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 Subject: Audit of the Bio Solids Contract between the City of Fort Worth and Renda Environmental Dear Mr.Townsend: NewGen Strategies & Solutions (NewGen) is pleased to submit this proposal to conduct an audit of the current contract between the City of Fort Worth (City)and Renda Environmental (Benda)whereby Renda is responsible for the dewatering, processing, and disposal of all bio solids. Included in this letter proposal is the proposed scope of work, budget, and project schedule. Audit of the Current Bio Solids Contract — Scope of Work It is our understanding that the City is currently needing, in an expedited manner, an audit of the current contract between the City of Fort Worth and Renda Environmental (i.e.the Long Term Solids Dewatering, Processing, and Disposal Contract). It should be noted that the audit of the Contract does not include a review or assessment as to the accuracy of Renda Environmental's financial statements. We are relying on the data provided by Renda to be accurate and without material error. The purpose of this audit is to verify the validity of Renda's claim that there is a need for an immediate change order to the current Contract due to cost over-runs that are beyond Renda's ability to control. Task 1 — Project Initiation, Data Gathering, Kick-Off Meeting and Field Observations NewGen will provide the City with a preliminary data request that will encompass data needs for completing this audit. The data requested will focus primarily on the contractual document and supporting invoices and workpapers that can be used to identify trends with regard to operating costs, sludge dewatering related expenditures, etc. The types of data to be requested may include: • Audited financial statements for Renda Environmental; • Historical operating budgets; • Copies of all monthly invoices; and • Scale data showing the tonnage of sludge transported for land application. Prior to commencing the study, members of the Project Team propose to conduct a kick-off meeting with key City staff and personnel from Renda. At this kick-off meeting we would discuss the project work plan, key issues to be addressed and the timing of the audit. Economics Strategy I Stakeholders Sustainability www.newgenstrategies.net Mr. David Townsend, P.E. September 17, 2014 Page 2 Task 2— Review of Documents and Conduct Preliminary Analysis Information obtained during this task will be used by NewGen in conjunction with the Contract, tonnage patterns, etc.to begin our preliminary analysis and to evaluate trends with regard to key operating costs (chemicals,electricity,and labor)as well as capital costs in relation to the tonnage of bio-solids generated, the variance in the material quality,etc. The goal is to complete this preliminary analysis by early October 2014. Achievement of that target is contingent upon receiving all necessary data in a timely and efficient manner. Task 3— Provide Additional Request for Information (RFI) as Needed and Complete Analysis Based on the initial analysis completed during Task 2, if needed, NewGen will provide Renda with additional requests for information in order to fine tune and complete our analysis. Once that data is received,additional analysis will be conducted(as necessary)to complete and/or confirm our preliminary analysis. Task 4— Issue Preliminary Memo Report of Findings Upon completion of our analysis (Task 3), NewGen will issue a draft memo report to the City with our analysis, findings and recommendations. It is envisioned that a meeting will be scheduled to discuss the findings and incorporate any changes, as appropriate from City staff. Task 5— Incorporate Comments from City Staff After meeting with City staff, NewGen will incorporate all relevant changes and issue a final memo report. It is envisioned that upon completion of the final memo report it will be provided to City staff for distribution to Renda Environmental. The goal is to have this report issued to Renda Environmental by early to mid-November. Task 6— Present Findings to Renda Upon completion of the final memo report it is envisioned that one meeting will be scheduled between the City, Renda Environmental and NewGen staff. Upon completion of that meeting NewGen's services will be completed as described within this scope of services. Task 7— Negotiations Assistance (Optional) Based on the outcome of the discussions held during Task 6,the City may desire the assistance of NewGen personnel to assist in negotiations or the running of additional cost scenarios, etc. These services will be billed on a time and expense basis using the hourly rates listed below. Budget NewGen will complete the scope of work (Tasks 1—6)for a not-to-exceed budget of$45,000. Task 7 will be provided on a time and expense basis and NewGen will use its best efforts to not exceed $50,000 in total for Tasks 1-7. if it is determined that this will not be possible, Mr. Yanke will discuss with Mr. Townsend the potential cost overages associated with assisting with the completion of Task 7 prior to Task 7 being undertaken, and how to handle this additional analysis. Fort Worth Biosolids scoping Mr. David Townsend, P.E. September 17, 2014 Page 3 These costs includes all professional fees and any applicable out-of-pocket expenses. We will provide a monthly bill with payment due within 30 days. Professional services will be billed at an hourly rate using the rates listed below. Expenses will be billed at cost,with no mark-up. Team Member Hourly Rate Dave Yanke, Project Manager $245 Kim Bostik, Senior Consultant $150 Stephanie Crain, Consultant $125 Administrative Support $50 Project Schedule NewGen understands the importance of having this study completed in a timely manner. We are working toward completing our preliminary analysis by early October, contingent upon receiving all data from Renda Environmental on an expedited basis. A draft memo report with our findings and recommendations is to be issued by early to mid-November. We look forward to assisting the City as proposed herein. If you have any questions or comments, please contact Dave Yanke at 512.649.1254. Sincerely, NewGen Strategies and Solutions, LLC David S.Yanke Vice President Fort Worth Biosolids Scoping