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CONTRACT NO..
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY' OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its
duly authorized Assistant City Manager, and Boudreaux Comm nications Inc. ("Consultant") a
Texas corporation and acting by and through , its duly authorized
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of installation, optimization, and testing of a Paging System Expansion. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more
specifically describing the scope of services. Consultant shall not perform any additional services for the
City not specified by this Agreement unless the City requests and approves such additional services in
writing. If Consultant provides City with additional services outside the scope of the services as set forth
in Exhibit'A"the City shall be invoiced for such services at Consultant's then existing rate.
2. TERM.
This Agreement shall commence upon execution, and continue in full force and effect until
completion of the services contemplated herein, unless terminated earlier in accordance with the
provisions herein. After the expiration of the warranty as specified in Section 1.17 of Exhibit A, the City
shall have the option to enter into a maintenance agreement with Consultant for three (3) consecutive one
year periods, at Consultant's then prevailing rates at that time of execution of such agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $89,496.25 ("Contract Price") in
accordance with the provisions of this Agreement and Exhibit"B," Pricing. The City shall not be liable for
any additional expenses of Consultant not specified by this Agreement unless the City first approves such
expenses in writing. Thirty percent (30%) of the contract amount shall be paid at the time of execution of
this Agreement. Sixty percent (60%) of payment shall be made at the time of System Acceptance. Prior
to such payment, acceptance shall be certified in the form of Exhibit"C," System Acceptance Certificate,
attached hereto and incorporated herein for all purposes. The remaining ten percent (10%) shall be paid
upon resolution of the punch list items. Consultant shall invoice the City for all amounts due, which shall
be due and payable upon receipt of invoice. All amounts not paid within thirty (30) days of the date of
invoice shall accrue interest at a rate of not more than one percent(1%) until paid.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant 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 the City in any fiscal period
for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered as of the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services and proposed services with
respect to the Scope of Services. In the event that any conflicts of interest arise after the Effective Date
of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant and the City, for itself and its officers, agents and employees, further agrees that they shall
treat all information provided to it by the Other Party as confidential and shall not disclose any such
information to a third party without the prior written approval of the Other Party, unless such disclosure is
required by law, rule, regulation or court order. Such approval shall not be unreasonably withheld by the
Consultant or by the City.
6. RIGHT TO AUDIT.,
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract.
Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT 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 OM/SSION(S), MALFEASANCE OR INTENTIONAL
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MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Unless otherwise approved or requested by the City, Consultant shall not assign or subcontract
any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If
the City grants consent to an assignment, the assignee shall execute a written agreement with the City
and the Consultant under which the assignee agrees to be bound by the duties and obligations of
Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations
under this Agreement prior to the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written agreement with the Consultant referencing this Agreement under
which the subcontractor shall agree to be bound by the same duties and obligations of the Consultant
under this Agreement as such duties and obligations may apply. The Consultant shall provide the City
with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
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Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art 8308 — 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liability(Errors&Omissions-E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall be claims-made,
and maintained for the duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of insurance shall be
submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement. All policies shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted services.
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of
cancellation or reduction in limits of coverage shall be provided to the City. Ten (10)days
notice shall be acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager,
City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
11. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for litself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
Boudreaux Communications, Inc.
c/o Robert Boudreaux
3300 Johnson Road
southlake, Texas 76092 4
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement,without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY,.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability,of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
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against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS
No amendments shall be made to this Agreement without the express written consent of both
parties.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, 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.
[Signature Pages Follow]
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, 3 (p
W TN ) WHEREOF, the parties hereto have executed this Agreement in multiples this day of
2007.
CITY OF FORT WORTH.- BOUDREAUX COMMUNICATIONS INC.
By:ammoi�
By:(Z))" Name: 124%Aa,(eZJM
Karen L. Montgomery_ Title:
Assistant City Manager/CFO
ATTEST:
ATTEST:
By- � ,
By:
City Secrets
APPROVED AS TO FORM AND LEGALITY:
By:
Maleshia B. Fa mer
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Date Approved: [qj
EXHIBIT A
STATEMENT OF WORK
Boudreaux Communications Inc. shall provide and install one paging system that incorporates two (2) Site
Simulcast that will interface with the City of Fort Worth Hark Systems Gateway and Zetron 640 paging
terminal.
A. The equipment shall interface to and communicate through the City's existing microwave
system to two(2) remote Tower Sites:
1. North Beach - Tower height is 250 ft above ground level; Approximately 50 feet of
coax cable will be needed from Tower to building.
2. Rolling Hills — Tower height is 410 ft above ground level. Approximately 20 feet of
coax cable will be needed from Tower to building.
Notes: Antennas must mount on available tower elevation location.
B. The major components of the Paging System at each of the two (2) sites shall consist of:
1. UHF Paging System Base Station — frequency 460.625 MHz, 250-300 watts power
out. The system must have maximum appropriate watts. ERP not to exceed 400
watts.
2. GPS kit— includes receiver, antenna, coax and all interconnect wiring and hardware
necessary. (An additional GPS kit will be required for the Hark/Zetron location).
3. Controller — must interface with existing Zetron 640 paging terminal with available
TNPP port; must mount in CFW supplied 19" open racks, and connect to supplied
120v, 15A AC power.
4. Antenna Systems - Boudreaux shall supply the antenna including antenna,
transmission line all connectors, cable hanger kits, grounding kits, etc. and all
mounting hardware and lighting suppressors. Boudreaux is to determine the size and
type of antenna. The City prefers "fiber glass" antennas. The length and size of
transmission line will be determined by Boudreaux's choice of antennae and the
mounting height on each tower.
5. Cavity Filters-isolators — Must include cavity mount and all interconnect cable and
hardware and must mount on CFW supplied 19" racks.
6. E+M Premsys cards: (P/N: 608108-393-600): for interface to the City's existing
microwave system.
C. Labor—
1. Shall install, integrate and test the Base Stations and antenna systems.
2. Shall install, integrate and test the existing Zetron 640 and Hark systems gateway
with the base station.
3. Shall provide support and maintenance
4. Shall provide operator and maintenance training.
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EXHIBIT B
PRICING
Date: 5/10/2007
Estimate#1105
City of Ft.Worth/IT Solution
Gary Smith
1000 Throckmorton
Ft.Worth,TX 76102-6311
Description Qty Rate Total
Antenna System for Rolling Hills and North Beach 1 9,357.50 9,357.50
Paging Equipment 1 56,213.75 56,213.75
Installation 1 21,325.00 21,325.00
Operator&Maintenance Training 1 2,600.00 2,600.00
Total $89,496.25
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EXHIBIT C
System Acceptance Certificate
Customer Name:
Project Name:
This System Acceptance Certificate memorializes the occurrence of System Acceptance. City of Fort
Worth and Boudreaux acknowledge that:
1. The Acceptance Test set forth in the Acceptance Test Plan has been successfully completed.
2. The System is accepted.
Boudreaux Communications Inc.
City of Fort Worth Representative: Representa ' e:
Signature: Signature:
Print Name: Print`Name, 1 {
Title: Title: y\ 0
Date: Date: c�gnl on
FINAL PROJECT ACCEPTANCE:
Boudreaux has provided and the City has received all deliverables, and Boudreaux has performed all
other work required for Final Project Acceptance.
City of Fort Worth Representative: Date:
Signature:
Print Name:
Title:
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Boudreaux Communications Inc.
Representative:
Signature:
O�WL� &LbQw�&--
Print Name,
Title:
Date: 1
2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/9/2007
DATE: Thursday, August 09, 2007
LOG NAME: 04PAGING REVISE REFERENCE NO.: **C-22288
SUBJECT:
Authorize the City Manager to Execute a Services and Maintenance Agreement with Boudreaux
Communications, Inc., for an Upgrade to the City's Paging System for the Information Technology
Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Execute a service and maintenance agreement with Boudreaux Communications, Inc., (Boudreaux), for
an upgrade to the City's dispatch Console Paging System for the Information Technology Solutions
Department (IT Solutions) in an amount not to exceed $89,497, with payment due 30 days after receipt of
invoice in accordance with the agreed upon terms;
2. Authorize the agreement for a term of one-year beginning on August 9, 2007; and
3. Authorize execution of a one-year maintenance agreement with three additional one-year options to
renew.
DISCUSSION:
The City of Fort Worth received a State of Texas Homeland Security Program grant award in 2005, (M&C
G-15001) to enhance its capability to prevent, respond to and recover from disasters. A component of the
grant was the award of the Urban Area Security Initiative (UASI). One of the expected outcomes is to
require jurisdictions to work together at a regional level in project development. A component that will allow
agencies to work together is an enhancement of communication capabilities.
An upgrade to the City's paging system will facilitate the receipt of pages by City employees in all of the
geographical area designated as the City of Fort Worth. IT Solutions will use this agreement to acquire a
replacement paging system that will increase coverage and reliability. The City currently owns, and
maintains, a single site paging system. This system is used for emergency notification of City personnel in
several departments. The existing system has become undersized due to the growth and geographical
expansion of the City and no longer covers the entire geographical footprint of the City. The proposed
system will provide a two site system that operates in simulcast.A simulcast system enables a message to
be sent to all pagers in a coverage region from both paging sites at the same time. The proposed system
will allow notifications and data transmission to be received by City employees that would otherwise be
outside of the existing coverage area.
Earlier this year, IT Solutions solicited quotes to provide a paging system upgrade using the Catalog
Information Systems Vendors (CISV) process. On January 30, 2007, the City Council authorized the City
Manager to enter into a contract with Comtex Communications for the paging upgrade. The City and
Comtex were unable to come to a mutual agreement; therefore, IT Solutions solicited quotes for upgrades
to the Paging System from other CISV vendors. Of the three vendors contacted, only Boudreaux submitted
Logname: 04PAGING REVISE Page I of 2
a quote for the upgrade to the paging system.
Boudreaux Communications inc., is designated as a CISV Vendor by the State of Texas. Under Section
271.083 of the Texas Local Government Code, a local government satisfies otherwise applicable bidding
requirements when it makes a purchase through the Texas Building and Procurement Commission catalog
purchasing procedures.
RENEWAL OPTIONS — The maintenance agreement may be renewed for up to three additional one-year
terms at the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Grants Fund.
TO Fund/AccountfCenters FROM Fund/Account/Centers
GR76 541390 002442071030 $NA97.00
Submitted for City Manager's Office bv: Karen Montgomery (6222)
Originating Department Head: Peter Anderson (8781)
Additional Information Contact: Bryan Jennings (2359)
Eric Carter (2877)
Logname: 04PAGING REVISE Page 2 of 2