HomeMy WebLinkAboutContract 47446 CITY SKEPTAW
CONTRACT' O. y11CO
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a Texas home rule municipal corporation,
acting by and through Jay Chapa, its duly authorized Assistant City Manager, and S L-S e r c o, I n c.
("Contractor" and "ALC"), a Minnesota Corporation, and acting by and through Laurie Allen, its duly
authorized Chief Financial Officer, each individually referred to as a"party"and collectively referred to
as the "parties."
The City has approximately 250,000 water meters that are currently read manually with handheld
devices throughout its 350 square-mile service area. Residential meters are read monthly by a contracted
third-party service provider. Commercial and industrial customer meters are read in-house by City staff
through a combination of meter reading systems. Meter registers are in cubic feet(CuFt.), and customers are
billed in hundreds of CuFt. The City desires to automate meter reading activities through the development
and implementation of an Advanced Metering Infrastructure (AMI) program. In association with the new
AMI program, the City recognizes that additional process efficiencies, operational cost savings, revenue
enhancement, database integrations and improved customer service activities shall occur.
The Fort Worth Water Department (FWWD) conducted internal staff workshops to define existing
utility issues and opportunities for a new meter reading technology to mitigate existing problems through the
AMI solution. A Request for Qualifications (RFQ), was released on August 12, 2015 to identify a qualified
System Integrator. The City's desire was to identify a fully integrated system and its components to complete
the project.
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with professional services in the successful completion of the
City's five phased AMI program for the design, planning and full implementation of the AMI system.
The Contractor shall provide technical assistance supporting the planning, design, purchase and full
deployment of a City-Wide AMI system. This will include advanced metering technical features in the
support to the FWWD leadership,as well as preparation and evaluating program components design and
functionality.
Task 1 —Operations Oversight and Project Management
Contractor shall support the City with the following:
• Coordinate staff resources to complete project objectives as necessary;
• Discuss with management prior to system integrator meetings;
• Supply weekly status updates to management concerning program progress;
• Assist voting panel with selection of AMI System Integrator, including data collectors and
repeaters;
• Schedule management of installation of water meters with registers and Meter Interface Unit
(MN)devices;
• Assist with inventory support.
OFFICIAL RECORD
Professional Services Agreement CITY SECRETARY
SL-Serco,Inc.
Page 1 of 10 FT- WORTH, TX
Task 2—Transition Assistance(Project to Operations)
Contractor shall provide assistance moving from project planning and deployment mode to operations mode.
Contractor shall assist with the following responsibilities:
• Complete systems acceptance plan;
• Coordinate resources for operations roles;
• Onsite meeting with management for role definition;
• Onsite preparation for system training;
• Participate in system training;
• Validate if operational instructions are clear and acceptable;
• Conduct follow-up meetings with resources, for preparation of subsequent training;
• Participate in follow-up training;
• Document operations level checklist and best practices documentation;
• Meter right sizing survey;
• Marketing and customer presentation;
• Review and make recommendations on the system operational and maintenance plan.
Task 3—Acceptance Testing/Final Acceptance
Contractor shall support the City with the following during Acceptance Testing:
• Monitor system integrity daily and weekly;
• Alert and document all issues;
• Review of system acceptance documents;
• Validation of punch list items and completion tracking;
• Contract management;
• Installation validation;
• Achieving the system performance measures as requested;
• Validation of the leak detection system.
Task 4—Post Project
Contractor shall provide the following Post Project solutions and long term assistance to the FWWD:
Completion of a Data Utilization Plan Including the following:
• Contractor shall with key staff to determine data usefulness;
• Contractor shall meet with key staff to define reporting requests;
• Contractor shall build data management and utilization plan;
• Contractor shall assist FWWD with reporting;
• Contractor shall build data utilization processes for departments
• Contractor shall be able to review meter to cash process review and optimization reports;
• Contractor shall review of current data system processes;
• Contractor shall be able to analyze data utilization;
Professional Services Agreement
Sr_Serco,Inc.
Page 2 of 10
• Contractor shall be able to use process refinement and document;
• Contractor shall be able to use training and system utilization review;
• Contractor shall update system documentation as necessary;
• Contractor shall provide integration support.
City's Responsibilities
• Provide the Contractor with adequate work space throughout the engagement.
• Advising Contractor of City Purchasing Procedures.
• Assist in communication between Contractor and FWWD subject matter experts as needed.
• Provide System Integrator Coordination Data
• Determine magnitude and location of leak detection system
2. TERM.
This term of this Agreement shall commence on January 4, 2016 (Effective Date) and shall
expire on January 2, 2017, unless terminated earlier in accordance with the provisions of this
Agreement. The City shall have the option, in its sole discretion,to renew this Agreement under the
same terms and conditions, for up to five (5) one-year options, unless terminated in accordance with
the provisions of the Agreement.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed $48,000.00 in accordance with the
provisions of this Agreement. The Contractor will invoice the City not more than once a month itemizing
work performed under this Agreement. 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 fust approves such expenses in writing.Contractor agrees that it can provide the
services described in Agreement for the not to exceed amount.
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 fifteen(15)days written notice of termination. The City may also
issue notice of termination for Contractor's failure to perform in accordance with Section 1.
Contractor shall respond and correct any failure to perform five(5)business days of such notice
of termination, otherwise the Agreement shall be terminated at the end of the 5'business day.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City period for any
payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall
terminate on the last day 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.
Professional Services Agreement
SL-Serco,Inc.
Page 3 of 10
The award of this Agreement is contingent upon release of funds from the Texas Water
Development Board, TWDB. Any sub-contract(s)awarded as a result of this Agreement that are
expected to be funded in part by the loan from the TWDB is also contingent upon the release of
funds from the TWDB. Neither the State of Texas, nor any of its departments, agencies, or
employees are or will be part of any resulting contracts.
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.
The Contractor further agrees to accept the authority of the State of Texas Auditor's office authority
to conduct audits and investigations under the State Water Infrastructure Reserve Fund Texas, SWIRFT, in
connection with state funds received pursuant to this Agreement. The Contractor shall comply with the
directives from the City and the Texas State Auditor and shall cooperate in any such audit or investigation.
The Contractor agrees to provide the State of Texas Auditor with access to any information the City or Texas
state Auditor considers relevant to the audit or investigation. The Contractor agrees to include the same
provision in any contract or subcontract used in connection with this agreement.
Professional Services Agreement
SL-Serco,Inc.
Page 4 of 10
7. USDEPENDENT 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.
$, i,TARIi.ITY AND MEMNIFI CATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
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 DEATH, 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. ASST NMF.NT AND SITBCONTRACTING.
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. INSURANCE.
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
SL-Serco,Inc.
Page 5 of 10
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, officers,
Professional Services Agreement
SI.-Serco,Inc.
Page 6 of 10
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 F.GUL.ATION .
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 Ill 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 CITY: To CONTRACTOR:
City of Fort Worth SL-Serco, Inc.
Attn: Jay Chapa Attn: Laurie Allen
1000 Throckmorton Street 2817 Anthony Lane S
Fort Worth, TX 76102-6311 Suite# 104
Facsimile: (817)392-8654 St. Anthony, MN 55418
Phone: 612-709-6107 or 912-618-4747
Fax: 612-782-9782
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor shall, during the term of this agreement and additionally for a
Professional Services Agreement
SL-Serco,Inc.
Page 7 of 10
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 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. EVERABILITY.
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. MATE TRF,.
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. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
Professional Services Agreement
SL-Serco,Inc.
Page 8 of 10
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.
22. 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
SL-Serco,Inc.
Page 9 of 10
ITNESS WHEREOF, the parties hereto have executed this Agreement in multiples thi ,day of
ZCCEPTED AND AGREED:
CITY OF FORT WORTH: SL-SERCO,INC.
By;j),� (..J . "i r -
Jay Cha By:
Assistan City Manager rt Allen,CFO
Date:
Date• d r tYn Y' ��
APPROVAL RECOMMENDED:
WITNESS:
By:
J Robert Carman By; � .
ater Director Name: CL . ArAr
Title:
Date: • Loi G
CAROLE LOIS ART
Notary Public
APPROVED AS TO FORM AND y Of Minnesota
LEGALITY: nCom ires
.lonuory 31, 2019
Ch ista LopW;-Reynolds
Senior Assistant City Attorney
Date:
ATTEST: 8 O
By: V$ a y
Mary KS
$�
City Seer ��o00000 *0
r� AS
Date:
M&C: N/A
Date: N/A OFFICIAL RECORD
Professional Services Agreement CITY SECRETARY
FT WORTH,TX
SL-Serco,Inc.
Page 10 of 10