HomeMy WebLinkAboutContract 48444 CITY SECRETARY
CITY OF FORT WORTH, TEXAS
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STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality
(the "CITY"), and OpTerra Energy Services, Inc., authorized to do business in Texas, an
independent contractor ("Consultant"), for a PROJECT generally described as: LED Pilot
Streetlight Conversion Program.
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". These services
shall be performed in connection with LED Pilot Streetlight Conversion Program.
(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 $35,000.00 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
services so ordered and receipt by City of Consultant's invoice for payment of same.
Acceptance by Consultant of said payment shall operate as and shall release the City from
all claims or liabilities under this Agreement for anything related to, done, or furnished in
connection with the services for which payment is made, including any act or omission of
the City in connection with such services.
rOFFICIAL RECORD
City of Fort Worth,Texas SECRETARYStandard Agreement for Professional ServicesRevision Date:9.24,2014 WO
TX
Page 1 of 8
Article III
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of six (6)
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
Revision Date:9.24,2014
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 Transportation & Public Works
Department, Attention: Marisa Conlin, 5001 James Avenue, Fort Worth, TX 76115
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
Revision Date:9.24,2014
Page 3 of 8
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.
L 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
Revision Date:9.24,2014
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
Revision Date:9.24,2014
Page 5 of 8
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.
Form 1295 Certification No.
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
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:9.24,2014
Page 6 of 8
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
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: Transportation & Public Works
5001 James Avenue, Suite 301
Fort Worth, Texas 76115
Consultant:
Attn: Geoffrey Howland
5605 N. MacArthur Blvd., St. 240
Irving, Texas 75038
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
Revision Date:9.24,2014
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 thisjar day of Nevemtler, 2016.
CITY OF FORT WORTH OPTERRA ENE SERVICES, INC.
By: C/!moi By:
Jesus J. Chap4& son
Assistant City Manager Vice President - O erations
Date: /� � � Date: 11-1$—l!0
APPROVAL RECOMMENDED:
By. 'e' L-J
Douglo W. Wiersig
Director, Transportation & ublic Works
APPROVED AS TO FORM AND LEGALITY M&C No.:
By: 67M&C Date:
Douglas W. Black
Sr. Assistant City Attorney
ATTEST: �0 R000000" "
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Mary J. ayse °
City Secretary °°°000000
OFFICIAL RECORD
City of Fort Worth,Texas
Standard Agreement for Professional Services CITY SECRETARY
Revision gate:9.24,2014
Page8 of FT.WORTH,TX
ATTACHMENT "A"
Scope of Design Services for LED Pilot Streetlight Conversion Program
The scope set forth herein defines the work to be performed by OpTerra Energy Services in
completing the project. Both the City of Fort Worth and Consultant have attempted to
clearly define the work to be performed and address the needs of the LED streetlight pilot
project
OBJECTIVE
Develop a LED streetlight pilot project consisting of conversions of existing 100 W HPS, 150
W MH and 175 W MV cobra head or barn yard fixtures along local streets in southeast Fort
Worth.
WORK TO BE PERFORMED
Task 1. Design Management
Task 2. Conceptual Design
Task 3. Preliminary Design
Task 4. Final Design
TASK 1. DESIGN MANAGEMENT.
Consultant will manage the work outlined in this scope to ensure efficient and effective use
of Consultant's and City's time and resources. Consultant will manage change,
communicate effectively, coordinate internally and externally as needed, and proactively
address issues with the City's Project Manager and others as necessary to make progress
on the work.
1.1. Management
• Lead, manage and direct design activities
• Ensure quality control is practiced in performance of the work
• Communicate internally among team members
• Task and allocate resources
1.2. Communications and Reporting
• Attend a project kickoff meeting with City staff to confirm and clarify scope,
understand City objectives, and ensure economical and functional designs that meet
City requirements.
• Set up monthly teleconference meetings with the City.
• Prepare and submit bi-monthly progress reports.
• Prepare and submit Project Schedule, and Project Schedule updates with a schedule
narrative bi-monthly.
• Coordinate with other agencies and entities as necessary for the design of the
proposed infrastructure, and provide and obtain information needed to prepare the
design
City of Fort Worth,Texas
Attachment A
PMO Release Date:07.23.2012
Page 1 of 6
• With respect to coordination with permitting authorities, Consultant shall communicate
with permitting authorities such that their regulatory requirements are appropriately
reflected in the designs. Consultant shall work with regulatory authorities to obtain
approval of the designs, and make changes necessary to meet their requirements,
after City acceptance of Final Design.
• Personnel and Vehicle Identification: When conducting site visits to the project
location, the Consultant or any of its sub-consultants shall carry readily visible
information identifying the name of the company and the company representative.
DELIVERABLES
A. Meeting summaries with action items
B. Bi-monthly progress reports
C. Bi-monthly schedule updates with schedule narrative describing any current or
anticipated schedule changes
TASK 2. CONCEPTUAL DESIGN (30 PERCENT).
The purpose of the conceptual design is for the Consultant to identify, develop,
communicate through the defined deliverables, and recommend the design concept that
successfully addresses the design problem, and to obtain the City's endorsement of this
concept.
2.1. Data Collection
• In addition to data obtained from the City, Consultant will research and make
efforts to obtain pertinent information to aid in coordination of the proposed
improvements with any planned future improvements that may influence the
project. Consultant will also identify and seek to obtain data for existing
conditions that may impact the project including; utilities, agencies (TxDOT and
railroads).
Data obtained from the City shall include the following detailed documentation, as available:
1. Actual utility company invoices for all utilities serving the Streetlights, for the five (5) years
immediately prior to the date hereof, with a minimum of three (3) years for metered
Streetlights, beginning with the most recently completed month. If the City maintains online
accounts with the electric provider, access to the utility bills for all Streetlights will be
provided.
2. Record drawings (AutoCAD or hard copy)for the Streetlights, if available:
a. site utility electrical
b. electrical
C. pole and fixture details
3. The most recent data base of all streetlights installed with as much of the following
information as is available: the location (physical address, GPS coordinates), fixture
identifier, property or pole number, fixture wattage, fixture voltage, fixture type, lamp type,
lamp lumens, type of pole, type of arm, arm length, and pole color.
City of Fort Worth,Texas
Attachment A
PMO Release Date:02.06.2015
Page 2 of 6
4. If available, a map of streetlights, with an overlay of department zoning.
5. LED fixture specifications.
6. Original construction submittals and factory data for existing fixtures, where available.
2.2 Review State Energy Conservation Office (SECO) report
ASSUMPTIONS
A. Conversion of cobra head fixtures will utilize Fort Worth's selected LED cobra head
fixture, AEL model ATBO.
B. City agrees to assist Consultant in performing the Assessment by (i) providing Consultant,
its employees and agents, such access to the relevant streetlights of City as Consultant
deems necessary and (ii) providing, or causing City's energy suppliers to provide, complete
and accurate data concerning energy usage and costs related to the streetlights.
Consultant shall be entitled to rely upon the accuracy and completeness of all information
provided to Consultant by City and City's energy suppliers. Consultant will promptly provide
written notice to City if Consultant determines there is any incorrect data included in the
information provided by City or City's energy suppliers, but Consultant shall have no
obligation to correct or confirm any such information unless otherwise specified in the
Scope of Work. Any change(s) in the Scope of Work shall be set forth in a writing executed
by the Parties.
DELIVERABLES
A. Written review of SECO report
B. Documentation of key decisions, and assumptions required to develop the project.
TASK 3. PRELIMINARY DESIGN (60 PERCENT).
Consultant will develop the preliminary design of the infrastructure as follows.
3.1. The Streetlight Assessment(the "Assessment")shall be performed as described below:
1. Perform detailed review of documents provided under 2.1.
2. Perform an inspection survey to confirm types of fixtures within designated area or zone.
3. Prepare a post-inspection status update consisting of a list of fixture types to be replaced
which appear likely to be cost effective and warrant detailed analysis.
4. Interview street lighting personnel as needed.
5. Estimate the hours of operation for streetlights, based on utility data.
6. Perform Utility Analysis:
City of Fort Worth,Texas
Attachment A
PMO Release Date:02.06.2015
Page 3 of 6
a. Identify current rate schedules, analyze electrical usage for each fixture type and
wattage, and determine how components of the rate would change, or not, if
existing fixtures were replaced with LED fixtures for both tariffed and metered
streetlights.
b. Determine historical site-specific rate escalation.
7. Tabulate the data gathered during the survey and utility analysis and process as required.
Prepare in a format suitable for inclusion in the Report.
8. Calculate energy use for streetlight replacements as follows:
a. Calculate annual energy savings using spreadsheet analysis.
b. Operational and maintenance savings, if any, shall be identified as a separate line
item.
9. Prepare preliminary engineering for streetlight fixture replacements to include written
descriptions of the following:
a. the existing conditions
b. the changes to be made
c. the engineering principle(s)which cause energy to be saved
d. selection and sizing of new fixtures
e. a general scope of construction work required for installation of the work.
10. Prepare a preliminary measurement and verification plan following IPMVP protocols as
appropriate, explaining how the energy savings is to be measured and verified. This plan
need only show intended methodologies, and is not required to identify precise
instrumentation and/or formulae intended for use. This plan should be carefully enough
prepared so as not to materially conflict with the final measurement and verification plan to
be prepared during final negotiations of, and incorporated into, the Energy Savings
Performance Contract.
3.3. Constructability Review
• Prior to the 60 percent review meeting with the City, the Consultant shall
schedule and attend a project site visit with the City Project Manager and
Construction personnel to walk the project. The Consultant shall summarize the
City's comments from the field visit and submit this information to the City in
writing.
3.4. Public Meeting
• After the preliminary report has been reviewed and approved by the City, the
Consultant shall prepare project exhibits, and attend up to five public meetings to
help explain the proposed project to residents. The City shall select a suitable
location, prepare and mail the invitation letters to the affected customers.
ASSUMPTIONS
A. Consultant will not be liable, in connection with this Agreement or any analysis, report, or
other deliverables provided hereunder, for damages of any kind, including special, indirect,
incidental, consequential or punitive damages, however caused.
B. If, at any time, City's credit rating falls below investment grade as defined by Moody's
Investors Services (or other nationally-recognized independent rating agency), City agrees
City of Fort Worth,Texas
Attachment A
PMO Release Date:02.06.2015
Page 4 of 6
to provide Consultant with current information regarding its creditworthiness upon the
request of Consultant. At its sole option, Consultant may then require City either to (i)
provide security satisfactory to Consultant, and the Deliverables (as defined below) may be
withheld until such security is received, or(ii) deposit the Assessment Fee into a third-party
escrow account with an escrow agent and subject to an escrow agreement, in each case
acceptable to Consultant.
C. Consultant is not a municipal advisor and does not provide advice with respect to municipal
securities or other municipal financial products.
D. Consultant shall not proceed with Final Design activities without written approval by the
City of the Preliminary Report.
DELIVERABLES
A. Provide to City a Report which shall include:
1. Introduction and summary
2. A table summarizing the fixtures to be replaced.
3. Description of streetlight replacements ("Services to be Provided")
4. Conclusions and recommendations, including economic analysis of replacements
and Project Cost
5. Summary of utility history, energy use baseline, and applicable utility rates
6. Measurement and verification plan
TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS
(100 PERCENT).
Meet with City to:
1. Review the options proposed in the Report, and assemble a Final Report which is
compatible with City's investment and infrastructure improvement goals; and
2. Review the proposed "Project Cost" and a list of"Services to be Provided" to determine
which further services City may want Consultant to provide.
3. Prepare a Final "Project Cost" and a list of"Services to be Provided," in anticipation of
Consultant and City entering into an Energy Savings Performance Contract to design,
construct, install, and monitor the projects proposed in the Report. Cost calculations
shall explicitly state that the Energy Savings Performance Contract must be promptly
executed to avoid price increases and that hazardous substance or abnormal
subsurface/soil condition issues must not be present.
4. Develop schedules to populate the Energy Savings Performance Contract based on the
Final Report.
DELIVERABLES
A. Final Report
B. Schedules for Energy Savings Performance Contract
City of Fort Worth,Texas
Attachment A
PMO Release Date:02.06.2015
Page 5 of 6
Additional Services not included in the existing Scope of Services — City and
Consultant agree that the following services are beyond the Scope of Services
described in the tasks above. However, Consultant can provide these services for
additional costs, if needed, upon the City's written request. Any additional amounts
paid to the Consultant as a result of any change to the Scope of the Project shall be
agreed upon in writing by both parties before the services are performed. These
additional services include the following:
• Negotiation of easements or property acquisition.
• Services related to development of the City's project financing and/or budget.
• Services related to disputes over pre-qualification, bid protests, bid rejection
and re-bidding of the contract for construction.
• Construction management and inspection services
• Performance of materials testing or specialty testing services.
• Services necessary due to the default of the Contractor.
• Services related to damages caused by fire, flood, earthquake or other acts of
God.
• Services related to warranty claims, enforcement and inspection after final
completion.
• Services to support, prepare, document, bring, defend, or assist in litigation
undertaken or defended by the City.
• Performance of miscellaneous and supplemental services related to the project
as requested by the City.
• Texas Department of Transportation (TxDOT) Permitting. Consultant will
complete and provide to City documentation including the following:
a. Photometric layouts for typical fixture conversions on TxDOT roadways.
b. Traffic control plans for each typical roadway as delineated by TxDOT
regulations.
after execution of an Energy Savings Performance Contract, which will
authorize Consultant to perform work proposed in the Final Report and contract
schedules for City.
DEFINITIONS
HIPS High Pressure Sodium
LED Light Emitting Diode
MH Metal Halide
MV Mercury Vapor
TxDOT Texas Department of Transportation
W Watts
City of Fort Worth,Texas
Attachment A
PMO Release Date:02.06.2015
Page 6 of 6
ATTACHMENT B
COMPENSATION
Design Services for
LED Pilot Streetlight Conversion Program
City Project No.
Lump Sum Project
A. Compensation
A. The Consultant shall be compensated a total lump sum fee of $35,000.00 (thirty
five thousand dollars). The total lump sum fee shall be considered full
compensation for the services described in Attachment A, including all labor
materials, supplies, and equipment necessary to deliver the services.
B. Method of Payment
A. Compensation for Design Services will be due and payable thirty (30) calendar
days after Consultant's submission of the Report; provided that if on such thirtieth
(30th) calendar day Consultant and City are negotiating an Energy Savings
Performance Contract in good faith, compensation for Design Services will be due
ninety (90) calendar days after Consultant's submission of the Report; provided
further, that if Consultant and City execute an Energy Savings Performance Contract
within ninety (90) calendar days after Consultant's submission of the Report,
compensation for Design Services shall be incorporated into the total contract
amount payable under such Energy Savings Performance Contract.
B. Each of City and Consultant reserves the right to terminate this Agreement at any
time during the course of Design Services, by delivery of written notice to the other. If
this Agreement is terminated by City, a fee will be payable by City to Consultant
within thirty(30) calendar days of termination, in an amount equal to the greater of(i)
Consultant's estimate of its fees, costs, expenses, disbursements and overhead
incurred through the date of termination and (ii) a pro-rated fee based on
Consultant's estimate of the percentage of completion of the Assessment. If this
Agreement is terminated by Consultant, City shall have no obligation to pay any
portion of the compensation for Design Services to Consultant.
C. Progress Reports
A. The Consultant shall prepare and submit to the designated representative of the
Transportation and Public Works Department bi-monthly progress reports and
schedules in the format required by the City, as outlined in Attachment A.
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 1 of 3
B-1
ATTACHMENT B
COMPENSATION
D. Summary of Total Project Fees
Firm Primary Responsibility Fee Amount
Prime Consultant
OpTerra Energy 100%
Services
Proposed MBE/SBE Sub-Consultants
NA
Non-MBE/SBE Consultants
NA
TOTAL $ 100%
Project Number& Name Total Fee MBE/SBE Fee MBE/SBE
LED Pilot Streetlight $ 35,000.00 $ 0.00 —0—%
Conversion Program
City MBE/SBE Goal = 0% Consultant Committed Goal = 0%
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 2 of 3
B-2
EXHIBIT "B-1"
ENGINEER INVOICE
(Supplement to Attachment B)
City of Fort Worth,Texas
Attachment B
PMO Official Release Date:8.09.2012
Page 3 of 3
B-3
ATTACHMENT "C"
CHANGES AND AMENDMENTS TO STANDARD AGREEMENT
Design Services for
LED Pilot Streetlight Conversion Program
City Project No.
None
City of Fort Worth,Texas
Attachment C
PMO Release Date:05.19.2010
Page I of I