HomeMy WebLinkAboutContract 46079 CITY SECRETARW
CONTRACT NO. `
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 UWS, Inc., ("Contractor"), a Georgia
Corporation and acting by and through Andrew Weaver, its duly authorized President, 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—Statement of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Salvage Credit
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.
Contractor hereby agrees to provide the City with professional services for the purpose of a
testing and repair services for water service meters for the Fort Worth Water Department. 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 August 1, 2014 ("Effective Date")and shall expire on July
31, 2015, with four one-year options to renew, unless terminated earlier in accordance with the provisions
of this Agreement.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed $255,373.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"B," which is incorporated
for all purposes herein. Contractor 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 Contractor not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Contractor may terminate this Agreement at any time and for any reason by
providing the other party with ninety(90)days written notice of termination. The City may issue
OF RECORD RECEIVED OCT 2 9 2014
CITY SECRETARY
Q;T.WORTH,TX
thirty days (30) notice of termination for Contractor's failure to perform in accordance with the
Exhibit A, Statement of Work. Contractor shall respond and correct any failure to perform five
(5)business days of such 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 Contractor 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 Contractor for services actually rendered up to the effective date of termination and
Contractor 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.
Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any
existing or potential conflicts of interest related to Contractor's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby
agrees immediately to make full disclosure to the City in writing. Contractor, 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. Contractor 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.
Contractor 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.
Contractor 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 Contractor involving transactions relating to this Contract
at no additional cost to the City. Contractor agrees that the City shall have access during normal
working hours to all necessary Contractor 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
Contractor reasonable advance notice of intended audits.
Contractor 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.
Professional Services Agreement-UWS, Inc., ]Page 2 of 12
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor 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, Contractor 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.
Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City,
its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants,
contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Contractor.
8. LIABILITY AND INDEMNIFICATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
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
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY,INCL UDING DEA TH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor 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 Contractor under which the assignee
agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor 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
Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Contractor under this Agreement as such duties and obligations may apply.
The Contractor shall provide the City with a fully executed copy of any such subcontract.
10. INSURMxg'CE.
Contractor 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:
Professional Services Agreement- UWS,Inc., Page 3 of 12
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) 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 Contractor, 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
$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
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) 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 Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor 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
for the benefit of the City of Fort Worth. The term City shall include its employees,
Professional Services Agreement- UWS, Inc., Page 4 of 12
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 premium. Such terms
shall be endorsed onto Contractor'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.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or
regulations, Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor'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 arises from an alleged violation of this non-discrimination covenant by
Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor
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 CONTRACTOR:
City of Fort Worth UWS, Inc.
Attn: Fernando Costa Andrew Weaver
1000 Throckmorton Street P.O. Box 516
Fort Worth, TX 76102-6311 Trion, GA 30753
Facsimile: (817)392-8654 Facsimile: (706)734-0805
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor 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.
Professional Services Agreement- UWS, Inc., Page 5 of 12
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 Contractor 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
Contractor'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.
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 Contractor 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.
Professional Services Agreement- UWS, Inc., Page 6 of 12
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
Contractor, 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 - UWS, Inc., Page 7 of 12
IN WIT SS WHEREOF,the parties hereto have executed this Agreement in multiples thi day of
2014.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
UWS,Inc.
By: -7���
Fernando Costa By:
Assistant City Manager Andrew eaver
President
Date:�8A4 _
Date: `l a'i A'0I
APPROVAL RECOMMEN ED: �Q 004
f 8� �o
ATTEST:
8
By: $ o�
Kara b�y
Assistant WatQ Director By:
K °"oaoa�
Date:�� �/y City Secretary x�S
ATTEST:
APPROVED AS TO FORM AND
LEGALITY:
By:
By F-• Name
hrista open-Reynol s
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: P-11681
Date Approved: August 5.2014
OFFICIAL RECORD
Professional Services Agreement-UWS,Inc.,Page 8 o 1g11'Y SECRETARY
FT ftRTH, TX
EXHIBIT A
STATEMENT OF WORK
1. Scope of Services
• Contractor shall provide the City with large water meter testing, repair and calibration
services on water meters ranging in sizes three(3)inches to ten(10) inches as requested by
the City by a Task Order.
• Step 1: Task Order Initiation
1. Contractor shall meet with the City prior to performing the requested meter testing
and or repair and calibration;
2. Contractor and City shall determine the appropriate meter data for field testable
meters,the approximate date of the field test; and
3. City and Contractor shall establish communication details between the City's water
customer and Contractor.
• Step 2: Infield Testing of Large Water Meters
1. All water meters will be field tested in accordance with the standards set forth by
American Water Works Association(AWWA);
2. Contractor shall provide the field meter data to the City along with its recommended
course of action. The City must acknowledge and provide its consent prior to the
Contractor performing any recommended repair or calibration.
3. Meters not found to be within acceptable standards will be repaired and recalibrated
as close to new meter standards as possible; and
4. Repaired meters will be post tested to ensure proper accuracy parameters.
• Step 3: Documentation and Results Reporting
1. All infield meter data will be documented by Contractor for the City's water
customer and the City and available within ten(10)calendar days of testing and or
repair of meter; and
Meter documentation will be available to the City's water customer and the City in
hard copy, spreadsheet format agreed upon by both parties and or electronic version
accessible by download at the Contractor's File Transfer Protocol (FTP)site.
• Step 4: Billing
1. Contractor shall be compensated for its services by unit prices provided in Exhibit B,
Payment Schedule; and
2. All billing will be done in monthly cycles in accordance with the City's policies and
procedures.
Professional Services Agreement—UWS, Inc., Page 9 of 12
• Contractor shall provide a local test crew based out of Bedford,Texas that will be available
for the duration of the project. The crew will be responsible for all field work associated with
said contract for the successful completion of large water meter testing and repair. UWS will
provide a two(2) person crew at all times to comply with all state and OSHA safety
regulations. Test crew will have transportation, uniforms,Company I.D., and all associated
testing and field equipment necessary to properly complete this project.
Professional Services Agreement—UWS, Inc., Page 10 of 12
EXHIBIT B
PAYMENT SCHEDULE
• Fort Worth,Texas Water Meter Testing and Repair Services.
• Year one costs based on estimated meter testing numbers provided in RFP.All quantities
listed below shall reflect 3"and larger meters to be tested and/or repaired.
Meter Sizes, Estimated Unit Price Total
Types and Quantity
Testing
3"Turbine Meter 110 $115.00 $12,650.00
4"Turbine Meter 112 $115.00 $12,880.00
6"Turbine Meter 131 $115.00 $15,065.00
8"Turbine Meter 149 $115.00 $17,135.00
10"Turbine Meter 38 $115.00 $4,370.00
Subtotal $62100.00
3"Compound Meter 405 $135.00 $54,675.00
4"Compound Meter 428 $135.00 $57,780.00
6"Compound Meter 285 $135.00 $38,475.00
Subtotal $150,930.00
Repairs:
An estimated 20%of
tested meters to be
repaired or
recalibrated: 360 $100.00 $36,000.00
Site Inspections:
Estimating that
approximately 5%of
meters scheduled for
testing will result in a
site inspection without
testing due to
unforeseen field
conditions as outlined
in the RFP: 83 $75.00 $6,225.00
Total Estimated
Project Cost for Year $255,255.00
One:
Professional Services Agreement—UWS,Inc.,Page 11 of 12
EXHIBIT C
SALVAGE CREDIT
• Salvage Credit for Scrap Meters
Meter Size Credit Per Scrap Unit
5/8"X 3/4"Meter $4.00
1"Meter $8.00
11/2" Meter $15.00
2" Meter $15.00
3" Meter $20.00
4"Meter $35.00
6" Meter $50.00
8"Meter $100.00
10" Meter $150.00
Professional Services Agreement—UWS,Inc., Page 12 of 12
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday,July 15,2014 REFERENCE NO.: 1/VO
LOG NAME: 13P13-0252 WATER METER TESTING&REPAIRS DG
SUBJECT:
Authorize Execution of a Contract with UWS, Inc.,to Provide Water Meter Testing and Repair Services for
the Water Department in the Amount Up to$255,373.00 for the First Year(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with UWS,Inc., to provide
water meter testing and repair services for the Water Department in the amount up to $255,373.00 for the
first year.
DISCUSSION:
The Water Department will use this contract to provide testing and repair services for the purpose of a
comprehensive meter maintenance program within the Water Department. This program is being
implemented to ensure lifecycle cost effectiveness and optimum performance of water service meters three
inches and larger. The proactive program is designed to actively evaluate actual meter performance against
established standards, including American Water Works Association(AWWA)C700 cold water meters and
manufacturer's performance curves,and to ensure accurate customer bills and water accountability.
The Request for Proposals(RFP)consisted of detailed specifications for water meter testing and repair
services to maintain optimum performance and lifecycle cost effectiveness to residential, commercial,
industrial,and wholesale customers within the City of Fort Worth and surrounding areas. Responses were
evaluated on the following criteria: proposed services and work plan,qualifications and references,financial
stability, availability of resources and facilities,ability to provide local support and service and proposed
prices.The evaluation team consisted of members from the Water Department.Through the evaluation
process,UWS,Inc., meet the requirements stated in the specifications.
During the first year of the contract, the Department will test 100% of all meters three inches and larger for a
total of$255,373.00 with UWS,Inc. Subsequent years will test one—third of all meters,resulting in a reduced
contract amount for a total of$84,826.67 annually.Overall,prices are considered fair and reasonable.
PRICE ANALYSIS —There is no direct relationship to allow comparison of current unit prices to previous
agreements due to changes in Federal Law requiring water meter testing and repairs. The Water Department
staff reviewed the proposed prices and certified that they are fair and reasonable.
ADVERTISEMENT—This proposal was advertised in the Fort Worth Star—Telegram every Wednesday,
starting on September 4,2013,through October 2,2013. Ten vendors were solicited from the purchasing
database;three responses were received.
M/WBE OFFICE—A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance,because
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
ADMINISTRATIVE CHANGE ORDER—An administrative change order or increase may be made by the
City Manager in the amount up to$50,000.00 and does not require specific City council approval as long as
sufficient funds have been appropriated.
AGREEMENT TERMS —Upon City Council approval, the contract shall begin on July 16, 2014 and end
July 15, 2015,
RENEWAL OPTIONS —The Contract may be renewed up to four additional one—year terms at the City's
option. 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 renewal term.
FISCAL INFORMATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget,as appropriated, of the Water and Sewer Fund.
BQN\13--0252\DG
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 539120 06040009 $255.373.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jack Dale (8357)
Darian Gavin (2057)
ATTACHMENTS
1. 13 0252 MWBE Waiver.pdf