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Home My WebLink AboutContract 51017 CITY SECRETARY CONTRACT NO..4�..� a PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and ADS, LLC, i--Vendor"). a Delaware limited liability company authorized to do business in Texas, and acting by and through Joseph J Goustin, its duly authorized Treasurer, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor hereby agrees to provide flow monitoring products and renewable annual flow monitoring field services in the City of Fort Worth's wastewater collection system for Field Operations, Water Engineering and the plant operators at the Village Creek Wastewater Treatment Plant. 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 begin on the date the City's duly authorized signatory executes this Agreement("Effective Date")and shall expire two years thereafter("Expiration Date")unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement for additional meter purchasing,monitoring and maintenance services under the same general terms and conditions, for up to three (3)one-year renewal periods,for a price to be negotiated at the time of each renewal pursuant to the Price Schedule as defined herein. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the Initial Term by City shall be in the amount of Three Fifty Six Thousand, Five Hundred Sixty Dollars ($356,560.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Professional Services Agreement OFFICIAL RECORD Page 1 of 22 CITY ONCRITARY ".WANT",a"X 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days" written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other.format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor 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. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Professional Services Agreement Page 2 of 22 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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, consultants and subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a co-employer or a joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor,nor any officers, agents,servants,employees or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE,OR PAY,AT ITS OWN COST AND EXPENSE,ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION.SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND Professional Services Agreement Page 3 of 22 CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO.IN THE EVENT CITY,FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION,WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR,IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED,VENDOR SHALL,AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY,EITHER: (A)PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR(B)MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Professional Services Agreement Page 4 of 22 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 occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (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 City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) Applicable policies shall each include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in Professional Services Agreement Page 5 of 22 the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local laws,ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD 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: Professional Services Agreement Page 6 of 22 To CITY: To VENDOR: City of Fort Worth ADS,LLC Attn: Jesus J.Chapa,Assistant City Manager Joseph J Goustin,Treasurer 200 Texas Street 340 The Bridge Street,Suite 204 Fort Worth,TX 76102-6314 Huntsville,AL 35806 Facsimile: (817)392-8654 Facsimile:256-430-6633 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor 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 Vendor,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.Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER The failure of City or Vendor 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 City's or Vendor'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 laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to 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. City and Vendor 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,including,but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, Professional Services Agreement Page 7 of 22 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,shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision 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 A, B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A,B and C,contains the entire understanding and agreement between City and Vendor,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. 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 one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who Professional Services Agreement Page 8 of 22 performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created,published,displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 28. 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. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP. Vendor shall notify, City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Professional Services Agreement Page 9 of 22 contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto each affixed their respective signatures to this Agreement in multiples as provided below. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and By. reporting requirements. Name: Jesus Chapa Title: Assistant City Manager /6 / Date: L ! 6 By. (14,4 Name: APPROVAL RECOMMENDED: Title:7 til/,/IN+�f�v��r- 14c,/ APPROVED AS TO FORM AND LEGALITY: /'�Q By: lit.- L Name: Christopher Harder Title:Interim Director,Water Department By: .4�ar, Name: ouglas W Black ATTEST: Title: Sr.Assistant City Attorney CONTRACT AUTHORIZATION: FORT &C: By: �- CZzo►.( Name: Mary J.K sf-1., -j1Title: City Secretary VENDOR: XAS ADS,L ATTEST: By: I � i ame: osi6ph J Goustin By: Title- Treasurer Name: Lk �Ssac�rv} Title: VILe Date: l Axl 'L 2:7 . -261K Professional Services Agreement Page 10 of 22 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX EXHIBIT A SCOPE OF SERVICES 30.1 The City seeks proposals from qualified vendor(s) to provide flow monitoring products and renewable annual flow monitoring field services in the City of Fort Worth's wastewater collection system for Field Operations,Water Engineering and the plant operators at the Village Creek Wastewater Treatment Plant.Flow monitoring related products shall include:twenty(20) flow meters (FM), including both contact and non-contact types of flow meters and recommended velocity, pressure and depth sensor probes with stainless steel bands, as needed and 30-ft communication cabling(min.);batteries; and mounting hardware associated with the specific type of meter and its proper installation in sanitary sewer system pipes and manholes. • The initial vendor services agreement will be for two (2) years for annual meter site installation(s); annual flow monitoring maintenance services; and annual flow data management and analysis services are required contractual services. Any required special warranties and all standard product warranties of all equipment utilized on the flow monitoring project shall be provided to the City under this contract. • Telog RU-33 telemetry equipment is not anticipated to be utilized on this project; however,the proposed flow meter equipment being included in submitted bids proposal shall be 100%compatible with Telog RU-33 telemetry devices and associated cellular service equipment in addition to the vendor supplied telemetry. This new flow monitoring equipment shall be delivered to the City completely configured to receive the Telog telemetry and ready to be installed. The qualified vendor shall provide the City access to their data hosting website(web module) for viewing and data downloads for the project. Site access would be granted for a period of 1 year beyond the contract term. • Three (3) proposed metering units intended to be installed as permanent meter sites shall require both cellular compatibility, and broadcast/provide a 4-20mA communication signal to be used by the Village Creek Wastewater Treatment Plant's (VCWWTP). Phoenix Radio System RTU devices may be ultimately installed at these permanent sites by VCW WTP staff during the initial contracting period. The vendor(s) shall verify their equipment's compatibility with the Phoenix Contact RAD-900-IFS radio line units and any supplemental communication requirements provided.This radio RTU unit is currently being utilized with the VCWWTP's Distributed Control System (DCS). This specialized telemetry is not included in this scope of work. All DCS compatible telemetry shall be installed and serviced through another third party contractor(to be identified at a later date)under a separate City contract. • The City reserves the right to adjust bid quantities and to award portions of this RFP to multiple vendors,but the minimum number of meters purchased from any single vendor will be ten(10)meters and the associated meter services for each meter as described in this RFP. 30.2 The successful vendor(s) shall provide all necessary materials and supplies on an as-needed basis,as requested by the City of Fort Worth. 30.3 Unit prices shall include all associated costs to completely turnkey the provision of specified equipment,its installation and servicing as specified for the annual contract terms. This contract shall include all miscellaneous service, product delivery, fuel and handling charges. No additional charges will be accepted or paid by the City of Fort Worth. 30.4 Unit prices for supplies and equipment/service fee shall include all supplies and equipment, maintenance,labor,monitoring,program management,and all other services required to maintain the flow monitoring program as specified herein and throughout duration of the original contract period.Vendor(s)shall include all related transportation/shipping costs and quantity restrictions in their proposals. Professional Services Agreement—Exhibit A Page 11 of 22 30.5 Following the award,additional services of the same general category that could have been encompassed in the award of this Contract,and that are not already in the Contract,may be added. 30.6 Scope of Work shall be delivered as a full service project conducted annually over an initial two year period,with up to three annular extensions. 30.7 The City reserves the right to modify metering periods based upon the performance of the metering vendor(s)or the need for flow monitoring during wet-weather or dry-weather periods. 30.8 The metering vendor(s) shall provide service to all equipment utilized during the annual Contract, including installation, calibration, safety training, maintenance, removal and re- certification,reinstallation and maintenance for up to twenty(20)meters deployed each time for a maximum of two(2)sets of deployments per annual contract. 30.9 The metering vendor(s) shall respond to and repair any equipment failures at each supply application site within 48 hours. 30.10 The metering vendor(s) shall identify/select a Service Manager to run field operations and provide day-to-day City communication. 30.11 The metering vendor(s) shall identify/select a Data Analyst to run basic data management services for the new City flow monitors. 30.12 Preparing,updating,and maintaining a project management schedule. 30.12.1 At time of proposal submittal,the vendor(s)shall provide a preliminary project management schedule for all initial meter deployments.If required,the Vendor shall coordinate with any third party telemetry provider. 30.12.2 After award and at project kick-off meeting, the selected metering vendor(s) shall provide a final project management schedule to the City. 30.13 Preparing and submitting monthly progress report and invoices. 30.14 Invoicing periods in which active meters days(meters installed in pipe)are less than 30 days the monthly meter site fees(Maintenance/Scheduled Calibrations and Data Management tasks)shall be billed at a prorated amount based upon the percentage of active meter days during that period (month).Uptime shall also be considered in monthly invoicing as described in 30.18. 30.15 The metering vendor(s)shall provide the Log Reports as requested by the City and as part of the vendor(s)scheduled deliverables which at a minimum shall show: 30.15.1 Meter status 30.15.2 Battery strength 30.15.3 Maintenance requests 30.15.4 Service completion and Calibration reports 30.16 The metering vendor(s) shall prepare,submit,and maintain a monitoring location database with site sheets and GIS Map Exhibits for each monitor deployed. This includes any monitors installed or relocated during this contract. 30.17 The metering vendor(s) shall schedule and conduct Progress Meetings as directed by the City (including kick-off meetings per each deployment of temporary meters)as needed to review: 30.17.1 Monitor Uptime 30.17.2 Service Crew response time to identified monitor issues 30.17.3 Spare Parts availability and/or Concerns 30.17.4 Accuracy and reliability of flow data (confirm that calibration data has been properly used to adjust the captured flow data for accuracy) 30.18 The metering vendor(s)shall be responsible for maintaining the City's the wastewater collection system network of monitors purchased under this agreement. The metering vendor(s) shall provide the City with an operation and maintenance plan specifically for the City's monitoring network.Mandatory maintenance program/procedures shall be administered in such a manner to ensure a minimum uptime of 90%of quality data for each meter and sensor by: 30.18.1 Performing corrective and preventative maintenance of all meters and sensors in accordance with the manufacturers design specifications or through best practices developed by the Manufacturer and/or metering vendor(s) through experience with the manufacturer's equipment, and support of the Data Analyst. Professional Services Agreement ADS,LLC,Page 12 of 22 30.18.2 Cleaning, repairing, and replacing malfunctioning meter data canisters, electronics, and sensors including telemetry equipment maintained (supplied) by the Vendor. 30.18.3 Visiting monitors to address communication issues related to the metering equipment and data anomalies. Monitors missing two scheduled collects in sequence shall be visited within 48 hours for servicing and data collection. 30.18.4 If applicable during a contract period, any observed problems related to the function and performance of any City supplied telemetry devices shall be reported to the City and their identified third party vendor. 30.18.5 On a quarterly basis,the vendor(s)shall provide a status report that includes an inventory of parts,batteries,backup monitors,and equipment for performance of this contract. 30.18.6 Replacing batteries before power failure. A 50% power remaining reading shall trigger a maintenance visit to be scheduled in order to replace the battery before power failure occurs. 30.18.7 If applicable during a contract period, coordinating third party telemetric service issues with the telemetry service provider and performing repairs between the service provider's termination point and the flow monitors. 30.18.8 Whenever sewer flows and/or sewer gases are too high for safe and proper flow monitor servicing work, the metering vendor(s) shall service the flow monitors during low flow periods.If gas levels are still too high during the off peak servicing time,Self-Contained Breathing Apparatus(SCBA)gear shall be used in high gas structures at no additional cost to the City. 30.18.9 Checking band tightness, cable tie-ups, canister mounting, and overall inspection during monitor calibrations. 30.18.10 All surcharges shall be reported.Active surcharges shall be reported to City's 24 hour dispatch office,then the Project Manager. 30.18.11 If an individual monitor fails to meet the 90% data uptime, the City shall receive a downtime credit from the metering vendor(s)at an amount equal to the daily metering cost as determined from the monthly meter servicing fee per each day with bad or missing data exceeding the allowable 10%downtime on all deployed flow monitoring units. 30.18.12 City personnel has the right to observe any field visits with the vendor(s) during the duration of this project.The selected vendor(s)shall coordinate with the City to observe site visits when requested for periodic observation and informal training purposes. 30.19 The City may request flow monitors to be installed,relocated,or replaced within the City of Fort Worth"s wastewater collection system service area and if authorized by both parties, within Wholesale Wastewater Customer City's collection system near the known point of entry locations and or billing meter stations. Permanent and temporary meters and sensors shall be installed in accordance with the following: 30.19.1 Flow monitors shall be compatible with the existing network of monitors and the City's Telog telemetry and cellular communication equipment. 30.19.2 The selected metering vendor(s) shall provide proof that the manufacturer for all replacement flow monitors uses ISO quality standards or approved equal. 30.19.3 Approved flow meters for this project shall include both contact and non- contact flow metering units. For contact flow meters, the recommended in flow AV sensors shall include one pipe-mounted pressure depth sensor and a Doppler (either array or continuous) velocity sensor. These sensors shall be contained in a low profile housing unit. "In-flow" AV meter configurations shall also include a redundant down-Iooking ultrasonic depth sensor. Non-contact flow metering units shall include either a radar or laser velocity sensor with a down-looking ultrasonic depth sensor. If non-contact metering units are to be utilized for the three(3)permanent flow metering sites(FM-01, 02, and 03), these specific deployments should also be configured with a Professional Services Agreement ADS,LLC,Page 13 of 22 redundant depth sensor using a pressure sensor sewer probe mounted to the unit. Detailed metering site sheets for sixteen (16) of the proposed twenty (20) metering locations are included as Exhibit B with this document. These sites sheets are not to be considered a complete list of install locations for this project,but rather initial confirmed metering sites to be included as part of this contract. Flow meters shall be able to sample at 5, 10, and 15 minute intervals. The meter shall be a self-contained battery powered canister with a battery life of at least three months at 5 minute sampling.Meter shall have sufficient memory to hold 6 months of data at 5 minute sampling. Meter sampling rate shall be a set at 10 minutes unless otherwise authorized by the City. Meter shall be able to scrub and clean erratic collected data based on trending of data stored. The meter shall automatically detect and mark or repair the data anomalies (also called"automated editing"or"data scrubbing")that are common to sewer (low data. Scrub and clean data shall be stored as `'Dprocessed" for depth and "Vprocessed" for velocity without loss of raw data still stored under its sensor names. Automatically edited data shall not replace or delete any original data. Edited"Dprocessed"shall use the(redundant)sensor if one Fails. The selection and deployment of surface velocity sensors and in-the-flow ultrasonic sensors are a case by case basis. Inserted flume units are not accepted alternative for this project. 30.19.4 Monitor selections shall be approved by the City before purchased or installed. 30.19.5 New site shall be accepted by the City before monitor installation. Posting of a completed Site Sheet for City viewing or email shall be proof that site was investigated and rated. 30.19.6 Maintenance services for the monitor shall be performed in accordance with Clause 30.18."Maintenance". 30.19.7 Whenever sewer flows and/or sewer gases are too high for safe and proper flow monitor servicing work, the metering vendor(s) shall service the flow monitors during low flow periods.If gas levels are still too high during the off peak servicing time,Self-Contained Breathing Apparatus(SCBA)gear shall be used in high gas structures at no additional cost to the City. 30.19.8 Calibration for the installed flow monitor shall be performed in accordance with Clause 30.21, "Calibration". New installs shall require a minimum of 4 calibrations,one at low flow,one at peak flow,one at afternoon flow,and one designated at the City's choice on the diurnal curve of targeted area of the wastewater collection system. The Vendor is not expected to collect the 4 stated calibration points for a new meter installation on the same day. These calibration data points must be collected over the initial 60 metering days during standard metering deployments under this contract. 30.20 At the City's request, the vendor shall relocate existing flow meters. The relocation of meters shall be as follows: 30.20.1 The City shall notify in writing or email a request for relocations 30.20.2 All relocated monitors shall be calibrated in accordance with Clause 30.21. 30.21 All meters shall be calibrated at time of installation, as required for data quality, and on a bi- weekly(First 60 days) and on a quarterly schedule for temporary and permanent meter sites, as directed in Exhibit C.All meter calibration shall be in accordance with the following: 30.21.1 All Calibrations shall be done with field crew on site and Data Analyst online. The Vender shall coordinate with the City's staff if requested by City staff to observe calibrations. Professional Services Agreement ADS,LLC,Page 14 of 22 30.21.2 Throughout the flow monitoring period, calibrations shall be done at various times of the day,including early morning low flow,daily peaks,and afternoon times. 30.21.3 Velocity Profiles collected in the field shall utilize a factory certified Portable Velocity Meter (PVM) and be in accordance with Exhibit C and used to calibrate the velocity sensor data. The PVM shall include an electromagnetic velocity sensor and an absolute pressure depth reading with a single point calibration.The PVM shall provide real-time data with accuracies of+/-2%of reading. The vendor shall utilize a Hach Model FH950 hand held portable velocity flow meter configured with a pressure depth sensor, or approved equal, for more accurate velocity profiling. The vendor(s) shall calibrate the PVM prior to each service and document the calibration in the calibration log. 30.21.4 For meters,the Data Analyst shall fire selected sensors immediately after field measurements. First sensors fired shall be depth then velocity. Data Analyst shall compare field measurements to real-time meter readings to validate readings are within parameters. 30.21.5 Calibration meter parameters are Depths to be plus or minus 0.25 inches and Velocities to be plus or minus 0.50 fps. Greater values shall require the meter data to be further evaluated for adjustment. 30.21.6 Calibration points shall be within the scattergraph data for the time period since the last calibration. The closer the data point is to the Best Fit Curve is the preferred goal.Best Fit Curve shall be a natural progression and not forced through any points. 30.21.7 Monitors out of calibration shall be brought within parameters by next quarterly calibrations. 30.21.8 Calibration data shall be available on the web. Quarterly data shall be online for the City to view before invoicing.Calibration data shall be the scattergraph with the calibration point and best-fit curve and calibration table with date, time, field measurements, monitor readings, and difference between field and meter. 30.21.9 Quarterly calibrations that were not completed the current quarter shall be the first calibrations the next month. 30.21.10 Additional calibrations may be requested by the City. 30.21.11 Calibrations for monitor installation and relocation are not counted for monthly maintenance invoicing. 30.22 The City may require the vendor to pull or temporarily remove a meter.Pulled monitors shall be stored at vendor's office according to flow meter's manufacturer's requirements.The same pulled meter shall be returned to same flow monitoring site. Pulled monitor shall be calibrated in accordance with Clause 30.21.If monitor is out for more than 15 days,the monthly maintenance service fee shall be invoiced on a prorated basis. 30.23 Data collection,processing,reporting and storage: 30.23.1 Data Collection and Storage: a. The City will provide the metering vendor(s) with access to the following data and capabilities through a web based module with a unique login provided to the vendor(s): • Monitor status • Battery strength • Meter sensor data with collection data and time Professional Services Agreement ADS,LLC,Page 15 of 22 • Data downloading capabilities (excel and comma-separated values) • Real-time access to collected data b. Whenever telemetric access has failed, the flow meter vendor shall schedule weekly manual downloads of the monitor's data until access is restored or as directed by the City. If a site fails to have acceptable cellular service connectivity regularly due to poor cellular coverage in the area and not caused by equipment malfunctioning, the City will coordinate with the metering vendor(s) to set a servicing schedule to manual data collection(Bid Item 8). C. All data collected and stored by the flow meter vendor shall be deemed as property of the City. 30.23.2 Reports(All tasks described as part of this clause,30.23.2,are included as part of Bid Alternate 1,Data Processing and Analysis) a. The vendor(s)flow data processing system shall support the following types of configurable reports: • User Defined Reports: User Defined Reports shall be a report generating tool to allow user to customize existing reports or create new reports from the data. • The system shall be capable of importing and integrating data collected from other City projects and historical data stored in the City's current database (data shall be provided as a.csv file). • Profile Reports:Profile Report shall be a monitor's seven day report from a user specified start date with across the page, seven columns for each day's data. Profile Report's day column shall be divided into data columns for Time, Dfinal, Vfinal, Qfinal, and Rainfall. Profile Report data shall selectable for averaging at none, 15 minute,30 minute,and 1 hour. Profile Report shall end with statistics for each day. Profile Report statistics shall be day's 24 hour average flow, rain total, minimum flow and time, and maximum flow and time. The Profile report shall be able to process one monitor or a group of monitors. • Peak Flow Reports: Peak Flow reports shall indicate "15 minute" averaged data in tabular format, the daily peak flows, the time the peaks occurred,and the total average daily flow in a monthly format. The Peak Flow report shall include Rainfall data from the Citv's existing rain gauge sites and may be supplemented by historic data from the National Oceanic and Atmospheric Administration (NOAA)Website. • Surcharge trend reports: Surcharge trend reports shall indicate the percentage of time the each site was in a surcharge condition (depth greater than full pipe) over the last 24 hours, compared with a user specified time range. • Annual Reports: The flow meter vendor(s) shall prepare a comprehensive annual report to the City for their review and approval as required by a City established reporting schedule. The annual report shall verify the percent of uptime for each monitor and summarize the previous year's of network changes. The report shall also include an updated Flow Diagram Schematic for each metered Professional Services Agreement ADS,LLC,Page 16 of 22 basin and 48x36 inch map of Fort Worth Water Department's (FWWD)Collection System Network. b. Reports data • Reports shall use final data, Dfinal, Vfinal, Qfinal, and Rainfall for any calculations used in the reports. If final data is not available then the report shall use the automatically edited data Dprocessed, Vprocessed, Qprocessed, and alternate gauge rainfall on the report to minimize possible reporting gaps. 30.23.3 Servicing Reports To aid in monthly invoicing, the vendor(s) shall provide a report to view percent uptime by monitor for a specific time interval with date and time of data stopped,date and time data restart,days of data lost,number of days in the specific time interval, and percent uptime the in specific time interval. The vendor(s) shall provide a report by monitor of collection status after each collect. The vendor(s) shall provide Maintenance Service Logs capturing all services calls, visits, service details, calibrations, and between-parties-emails. The vendor(s) shall provide a report to view service calls by monitor for a specific time interval.The vendor(s) shall provide a report to view a monitor's maintenance log. The vendor(s) shall provide daily schedules to City when servicing meters to ensure that the City can know where and which crew will be visiting sites that day.The vendor(s)shall log any diagnostic events,such as sensor related events or battery warnings,which are reported by the hardware. The vendor(s)shall coordinate with the City's metering department during site visits as required. 30.23.4 The vendor(s)shall use Geographic Information System(GIS)information for the purpose of providing a quarterly map display of all monitoring locations. The City shall provide the vendor(s) with appropriate City GIS shapefiles for use in this project. a. The map shall show the City's sewer system with labeled site icons for manholes with meters in them and buildings where gauges are located. Permanent and temporary meter icons will be circles.Billing meter icons shall be diamonds. Rain gauge icons will be triangles. Shapefiles for the exhibits provided in Exhibit B will be provided to the selected vendor(s). b. The map shall show major roads and streams. C. The map shall show aerial images. d. The map shall indicate collect or current data status. Monitors with collection failures shall be highlighted in red. e. The map shall indicate sites that are active,temporary,or pulled. f. The map shall have the ability to zoom in and out to view additional details in the supplied GIS information. Map shall zoom to the basin level showing the basin outline and monitors within the basin. Map shall zoom to the monitor site. 30.23.5 Project Deliverables a. Site Sheets(PDF format) for the monitoring site provided within one (1) week of site investigations, once approved by the City and installed, within one(1) week of installation. Each site sheet shall be one page,divided into three sections with the top section detailing the location, the middle section detailing the site, and the lower section detailing the profile. The Meter Location section shall have Site Name, Site Map, Aerial Map, Street Address, Access Route, Professional Services Agreement ADS,LLC,Page 17 of 22 Installation Manhole ID, State Grid GPS coordinates (Latitude, Longitude, and Elevation), Monitor 1D, Monitor Type, and communication number. The Meter Site section shall have site pipe height, site pipe width, site pipe material, site hydraulics, site's upstream Manhole ID, site's downstream Manhole ID, site silt level, site's assigned rain gauge (data provided by the City), site's manhole depth, site's manhole material, site's condition, and site's special requirements. The Profile section shall have both vertical and horizontal sketches of the site showing the sensor Iocation and incoming and outgoing pipes. b. Silt Profiles and Calibration Sheets shall be provided to the City in PDF format as completed in the field. The project end submittal shall include all site calibrations. Items 30.23.5c and 30.23.5d are included as part of Bid Alternative 1, Data Processing and Analysis. Processed metering sensor data shall be provided to the City (in .xIs and/or.csv)based upon the below schedule: • 60 Days after install (provided to the City in excel and/or comma-separated values format within four (4) weeks of the 60 day metering mark) • Quarterly submittals (following quarterly calibrations, provided to the City in excel and/or comma-separated values format within four(4)weeks of the quarterly calibrations) C. The vendor(s) shall identity with project data deliverables any derived/empirical data utilized (Manning's derived flow values). If the manning's flow is utilized the vendor(s) shall provide .xls and/or .csv files with Qmannings and Qcontinuity flow data as well as PDFs with a graphic comparison. 30.24 Data Analysis service shall be performed for all meter sites. 30.24.1 The Data Analyst shall review data after every collect. 30.24.2 The Data Analyst shall work with field crew during monitor calibration. 30.24.3 The Data Analyst shall notify service manager on issues of monitor calibrations,data spiking,flow drifts,and data anomalies. Items 30.24.4—30.24.6 are included as part of Bid Alternative 1,Data Processing and Analysis. 30.24.4 The Data Analyst shall perform all analytical tasks necessary for cleaning sensor spikes, addressing flow drifts, calculating flow components, hydraulic trending, mass flow balancing and other data analysis related to calibrating the flow data. 30.24.5 The Data Analyst shall maintain a copy of both the final and the original data. 30.24.6 Data Analyst's work shall be reviewed by a Certified Professional Engineer in the State of Texas. 31.0 MINIMUM QUALIFICATIONS AND REQUESTED INFORMATION Each vendor(s)shall submit with its proposal for Flow Monitoring Services, the information outlined in Section 32.0 which will be used in evaluating and prequalifying the vendor(s) ability to satisfactorily perform the services requested.Proposals submitted by vendor(s)not meeting the minimum qualifications are subject to rejection. Professional Services Agreement ADS,LLC,Page 18 of 22 32,0 ADDITIONAL CONTRACTOR REQUIREMENTS The following factors shall be considered to be the minimum qualification for vendor(s) submitting proposals to the City of Fort Worth: 32.1 Vendor(s) shall be responsible for furnishing the necessary personnel, equipment, materials, supplies, transportation, services and otherwise do all things necessary to provide flow monitoring services. 32.2 The vendor(s) must have prior experience installing and maintaining at least two hundred fifty (250) large diameter("large diameter"is defined as greater than 21 inclies and up to 96 inches in diameter) flow monitoring sites during the past 5 years. The vendor(s) must provide summary table of a large diameter flow metering projects completed during this time and indicated the number of concurrent meters installed; monitoring period and pipe sizes metered during this period. Additionally,the vendor(s) shall identify an experienced person as the proposed project Service Manager. The Service Manager must have at least three(3)years of project experience directing large diameter flow metering projects. At least two of the referenced projects must have included managing a minimum of twenty(20)concurrent flow monitors. 32.3 It is expressly understood and agreed that the foregoing RFP is based on the total bid amount for the service Contract which is inclusive of all work,equipment,and supplies and management for one year period,as specified in the reference RFP documents. 32.4 Vendor(s) shall provide all equipment maintenance and repair during each authorized 12 month operating period. All materials required for routine maintenance and repairs are to be provided by vendor(s)as part of this service contract at no additional cost to the City. 32.5 All precautions shall be taken by the vendor(s)to protect the workers,public and City staff from any exposure to harmful or hazardous substances. 32.6 In addition to having a minimum of four(4) vendor(s)personnel familiar with the City program that can be contacted in case of an emergency,vendor(s)shall provide a 24-hour toll free hotline phone number. 32.7 Vendor(s) shall provide with these bidding documents, technical specifications for all sensors and metering equipment proposed for use in this project. 32.8 Failure to submit any of the information requested above may be used, at the sole discretion of The City of Fort Worth in determining whether the vendor(s)Proposal is accepted or rejected. Professional Services Agreement ADS,LLC,Page 19 of 22 EXHIBIT B PRICE SCHEDULE TECHNICAL&FUNCTIONAL REQUIREMENTS:Contractor shall provide all labor,material,supplies and equipment to perform the required tasks Flow Meterina Services-Includes flow meters,installation,calibration,servicing,removal, data management,flow analysis and reporting,plus redeployment in accordance with the published RFP and issued Addenda. Item No. Description Unit of Unit Price Measure Flow Meter Unit with Submerged AV Sensor(Combo Sensor which includes a $5600.00 1 Pressure Depth Sensor and Doppler Velocity Sensor)and Downlooking Ultrasonic EA Depth Sensor ' Additional Submerged AV Sensors(Combo Sensor which includes a Pressure $1495.00 2 Depth Sensor and Doppler Velocity Sensor)with 30-ft Cables-Replacement EA Parts for Contact Meter Installations 3 Additional Downlooking Ultrasonic Depth Sensors with 30-ft Cables-Replacement EA $1175.00 Parts for Contact Meter Installations Initial Submerged AV Sensor Flow Meter Unit Installations(includes initial site $1800.00 4 calibration,coordination with the third party telemetry service provider as applicable, EA and a final confirmation inspection within 7 days of installation) Flow Meter Unit with Non-Contact AV Sensor(includes a Doppler Radar Velocity $6040.00 5 sensor or laser velocity sensor with an ultrasonic depth sensor)and pressure EA depth sensor Initial NON-CONTACT Flow Meter Installations(Includes initial site calibration, $1800.00 6 coordination with third party telemetry service provider as applicable,and a final EA confirmation inspection within 7 days of installation) Meter Site Maintenance,as Required Including Scheduled Calibrations(bi-weekly for $760.00 7 the first 60 days and then quarterly thereafter)-Monthly Servicing Fee(monthly fee MO per meter,assumed up to 10 CONTACT or NON-CONTACT(select meter type provided)meters deployed during a 12 month period) Additional Meter Site Maintenance and Calibration Site Visits for Use as $715.00 Directed/Authorized by the City(related to additional calibration requested beyond specified in the scope and related to telemetry-related manual collects above and 8 beyond regularly scheduled site calibration and meter maintenance visits),Not for EA Use for Regular Calibration and Maintenance visits Flow Meter Removal(Includes final site calibrations,meter cleanup and servicing $800.00 9 and recalibration of meter and probes prior to redeployment) EA Flow Meter Redeployment Fee(includes meter site investigations,documentation, $885.00 10 and site selections;installation,miscellaneous field supplies associated with new MO installation,initial site calibration,communications check(s)and a final confirmation inspection to start the clock an the metering period for that site) BA#1 Additional Data Management,Analysis and Reporting-Monthly Data Management, MO $270.00 Analysis,and Reporting Fee(monthly fee per meter,up to 20 meters deployed during a 12 month period)as noted in Section 30.0"Scope of Work".This is an ADD/DEDUCT item. Professional Services Agreement—Exhibit B Page 20 of 22 BA1 ADS ECHO Level Only Monitoring and Alarming System-Complete with Batteries, EA $2,495 Mounting Rod,and Antenna BA2 Installation EA $250.00 BA3 Monitoring Charges Involving Battery Replacements,Web Hosting,Communications, MO $60.00 and SIMS Charges and any required maintenance BA4 Smart Cover Buy Back Allowance-Functioning or Non-Functioning EA -$1,200.00 Professional Services Agreement ADS,LLC,Page 21 of 22 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY ADS,LLC 340 The Bridge Street,Suite 204 Huntsville,AL 35806 Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Na S ,P Z. Po iti n: ; (t;q u C e<— Si ture 2. ame: Ck l K,nnb(-o o ition. V •e g�c�2V1 Signature 3. Name: Position: Signature N e: Signature o e dent PE£9 c.:cz Other Title: Date: �koe- 27, Z41� Professional Services Agreement ADS,LLC,Page 22 of 22 ACCORL?® CERTIFICATE OF LIABILITY INSURANCE DATE CERTIFICATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME' 540 W.MADISON PHONN FAX No): CHICAGO,IL 60661 E-MAIL Attn:Fax:212-948-0770 or Chicago.CertRequest@marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# ADS INSURER A:Liberty Mutual Fire Insurance Company 23035 INSUREDADS LLC INSURER B:N/A N/A 340 The Bridge Street,Suite 204 INSURER C:Liberty Insurance Corporation 42404 HUNTSVILLE,AL 35806 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009018013-01 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSO WVD POLICY NUMBER MM/DD/YYYY MLICY EFF MIDDY� LIMITS LTR A X COMMERCIAL GENERAL LIABILITY TB2-681-004088-048 01/01/2018 01/01/2019 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE FIOCCUR PREMISES Ea occurrence)- $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT ❑LOC PRODUCTS-COMP/OP AGG $ 4,000,000 POLICY❑PRO OTHER: $ A AUTOMOBILE LIABILITY AS2-681-004088-038 01/01/2018 01/01/2019 COMBINED SINGLE LIMIT $ 2,000,000 Ea accident XIANY AUTO BODILY INJURY(Per person) $ XIOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ C WORKERS COMPENSATION WA7-68D-004088-518 (AOS) 01/01/2018 01/01/2019X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE YIN WC7-681-004088-018 (WI,OR) 01/01/2018 01101/2019 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEREXCLUDED7 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City,its officers,employees and servants are included as Additional Insured with respect to General and Automobile Liability coverages as required by written contract,subject to policy terms and conditions. This insurance is Primary and Non-Contributory over any existing insurance and limited to liability arising out of the operations of the Named Insured and where required by written contract. Waiver of Subrogation is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION CITY OF FORT WORTH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 200 Texas Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Fort Worth,TX 76102 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _JK.ALuao%.: IVCQ6� @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:AS2-681-004088-038 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s)or organization(s)who are"insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization where the named insured has agreed by written contract to include such person or organization as a designated insured. ,Information required to complete this Schedule, if not shovin above,will be shown in the Declarations. L. Each person or organization shown in the Schedule is an"insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured provision contained in Paragraph A.1.of Section tl - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2.of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 0,Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: AS2-681-004088-038 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s)Of Person(s)Or Organization(s): Any person or organization for whom you perform work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring. Premium: $ INCL Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 9 Insurance Services Office, Inc., 2011 Page 1 of 1 Policy Number TB2-681-004088-048 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed in writing to provide liability insurance. But: The insurance provided by this amendment: 1. Applies only to"bodily injury' or"property damage" arising out of(a)"your work" or(b) premises or other property owned by or rented to you; 2. Applies only to coverage and minimum limits of insurance required by the written agreement,but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy, and 3. Does not apply to any person or organization for whom you have procured separate liability insurance while such insurance is in effect, regardless of whether the scope of coverage or limits of insurance of this policy exceed those of such other insurance or whether such other insurance is valid and collectible. The following provisions also apply. 1. Where the applicable written agreement requires the insured to provide liability insurance on a primary, excess, contingent, or any other basis, this policy will apply solely on the basis required by such written agreement and Item 4.Other Insurance of SECTION IV of this policy will not apply. 2. Where the applicable written agreement does not specify on what basis the liability insurance will apply,the provisions of Item 4.0ther Insurance of SECTION IV of this policy will govern. 3 This endorsement shall not apply to any person or organization for any"bodily injury' or"property damage" if any other additional insured endorsement on this policy applies to that person or organization with regard to the "bodily injury'or "property damage". 4. If any other additional insured endorsement applies to any person or organization and you are obligated under a written agreement to provide liability insurance on a primary,excess, contingent, or any other basis for that additional insured,this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply, regardless of whether the person or organization has available other valid and collectible insurance. If the applicable written agreement does not specify on what basis the liability insurance will apply,the provisions of Item 4. Other Insurance of SECTION IV of this policy will govern. LN 20 0106 05 POLICY NUMBER: TB2-681-004088-048 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: "As required by written contract or agreement entered into prior to loss." Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 13 M&C Review Ponr l of Official site mthe City mFort Worth,Texas CITY COUNCIL AGENDA FO RT WO RT I I COUNCIL ACTION: Approved on 6/5/2018 Ordinance No. 23231-06-2018 REFERENCE13P18-O22SFLOVV DATE' S/5/2O18 °°P-12204 LOG NAME:' ��.� ' MONITORING CC WATER PUBLICNO��[�E' P T��' CONSENT' ' HEARING: SUBJECT: Authorize Execution of Professional Services Agreements with ADS, LLC in the Amount Up to $356,560.00 and with Hach Company in the Amount Up to $326,000.00 for Citywide Temporary Flow Monitoring for the Water Department with an Initial Two-Year Term and Three One-Year Renewal Options and Adopt the Appropriation Ordinance Increasing Estimated Receipts and Appropriations inthe Water and Sewer Capital Projects Fundin the amount of$882.50O.00from Available Funds (ALL COUNCIL DISTRICTS) RECOMMENDATION: |tisrecommended that the City Council: 1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Water and Sewer Capital Projects Fundintheamnountof$882.58O.00fromavmi|ab|efunds; and 2. Authorize the City Manager to execute professional services agreements with ADS, LLC in the amount of$356,560.00 and with Hach Company in the amount of$326,000.00 for Citywide Temporary Flow Monitoring for the Citywide Wastewater Collection System Flow Monitoring Project (City Project#1OO854) formn |nida| two-yeartermnandmuthorizethn*eone-yearn*newa| options. DISCUSSION: OnApril 17. 2O18. M&C P-121OOauthorized the rejectionofall responses received for Request for Proposals (RFP) 18-0076 due to the notice requirement per Section 252.041 of the Texas Local Government Code not being met. The project vvas put out for rebid and onApril 1S. 2O1O. two proposals were received from bidders. Acity staff consultant selection committee recommended that both ADS, LLC and Hach Company beawarded this project. This project consistsofthepurchase. inotm||adon, and periodic calibration ofwastewater flow meters to be installed within the Fort Worth wastewater collection system pipelines. The flow meters are capable of measuring both wastewater flow and level within wastewater pipes, communicating this data back to engineering and operations staff. Data will be used to properly size relief or replacement pipe|ines, aooeoo and quantify inflow and infiltration into the collection system that may result in large wet weather peak flows, and provide advance notice ofsurcharge conditions within the collection system. The City of Fort Worth has previously invested in permanent wastewater meter stations that measure wastewater generated by wholesale customers that discharge into Fort Worth's collection system. Hovvever. Fort Worth has not previously invested in wastewater flow meters within the Fort Worth wastewater collection system. This project isa|sopartoftheTCEC> 8an|tmry8evverOverOovv |niUaUvePro0ramn. mndhaobeen included as part ofFort Worth's Corrective Action Plan. As part of the work, the City will purchase wastewater flow meters from the two vendors, who will be responsible for installation of the meters within designated pipelines within the wastewater collection system, and perform routine monitoring and calibration ofthe meters. The agreements cover mninitial two years, which includes the purchase, installation and calibration of the meters and metering equipment. These agreements also include up to three one-year options to renew. hnn://n`pu.cfwnet.org/couunil nucket/mc_revievv.aop?lI)~~258766tcouucddute~~6/5/2Ol8 7/11/2018 � M&C Review Page 2 of 3 The Bid was advertised in the Fort Worth Star-Telegram on April 4, 2018, April 11, 2018 and April 18, 2018. In addition, 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. 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. Upon City Council approval, the Contracts shall begin on execution and end two years from that date. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of the Water and Sewer Capital Projects Fund. The Fiscal Year 2018 Water Operating Fund budget includes appropriations of$29,022,689.00 for the purpose of providing Pay-As-You-Go funding for Sewer Capital Projects. After this transfer for Fiscal Year 2018, the balance will be $9,537,180.00. Appropriations for the Citywide Wastewater Collection System Flow Metering Project by Fund will consist of the following: FUND Existing Additional Project Total* Appropriations Appropriations Water Capital Fund $115,000 $0 $115,000 59601 W&S Capital Projects $0 $682,560 $682,560 Fund 56002 Project Total $115,000 $682,560 $797,560 " Numbers rounded for presentation. BQN\18-0229\CC TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I Year (Chartfield 2) Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Susan Alanis (8180) Additional Information Contact: Cynthia B. Garcia (8525) Cristina Camarillo (8355) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25876&councildate=6/5/2018 7/11/2018 M&C Review Page 3 of 3 1295.pdf 13P18-0229 FLOW MONITORING CC WATER 13 AO 18.docx http://apps.cfwnet.org/council_packet/mc review.asp?ID=25876&councildate=6/5/2018 7/11/2018 P- aar, I CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-350791 ADS, LLC Huntsville,AL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/09/2018 being filed. City of Fort Worth Date Ackno led /9 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 18-0229 Temporary Flow Monitoring Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION Y—"LARAT1IO,N My name is 4 — y"loym&o and my date of birth is My address is w , UV+cji>4Vl S{-Y"-,4 4( A"A-SV t(fit _gam, ',,Wal [.I.S. . (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Iv a.A x`.0,1 County, State ofd- on the '�l day ofM a-,,A — 20 �1 ,`0%01111111',' el (mono) (year) ' B��9 ,, � + �Q�AR Y �;* •. t�S Signa re f authorized agent of contracting business entity •�- �_ ilk cornmi-i� _ (Declarant) rmorovided,b Ethics Commission www.ethics.state.tx.us Version V1.0,5523 ''I 4�••••4••_••••••' ``� ''11�11111r'•