HomeMy WebLinkAboutContract 39893 (2)CITY SECRETARY
CONTRACT NO. 3i�_
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, Parker and Wise Counties, Texas, acting by and through Karen L.
Montgomery, its duly authorized Assistant City Manager, and Mercury Associates, Inc. ("Consultant"), a
Maryland corporation acting by and through Randall G. Owen, its duly authorized Senior Vice President.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services ("Services")
for the purpose of development of Request for Proposal requirements and definition of performance
measures, participation in pre -bid process, evaluation of proposals, contract negotiation assistance and
operational transition support of fleet operations for the City's Equipment Services Department ("ESD")
as set forth in Exhibit A - Scope of Services attached hereto and incorporated herein by reference.
2. TERM.
This Agreement shall commence upon execution by all parties but not later than March 1, 2010
("Effective Date") and shall remain in effect until such time as the Services described in Exhibit A and any
amendments thereto are completed as required hereunder, unless terminated earlier in accordance with
the provisions of this Agreement.
3. COMPENSATION.
The City shall pay to Consultant a fee in the amount of $128,538 in consideration of Consultant's
performance of the Services in accordance with the provisions of this Agreement. Consultant shall not
perform any additional services for the City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services. The City shall not be liable for any additional
expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
Consultant shall issue monthly invoices for Services rendered during the term of the Agreement.
Each invoice shall specify the work completed as of the invoice date, the work necessary to the
completion of the Services, and the percentage of the Services completed. The amount payable to
Consultant under each monthly invoice, when added to all payments previously tendered, shall not
exceed the percentage of the fee hereunder equal to the percentage of the total Services completed as of
the date of the invoice.
4. CONSULTANT COVENANTS.
4.1 Services Warranty.
Consultant warrants that all Services to be performed hereunder shall be performed in
accordance with professional standards in the automotive fleet consulting field. Consultant shall
comply with all applicable laws, ordinances, rules, regulations and statutes of any governmental
agency bearing on its performance of Services hereunder.
4.2 Personnel.
Consultant represents that it has, or will secure at its own expense, all personnel
necessary to perform the Services required under this Agreement. All of the Services required
hereunder shall be performed by Consultant, its officers, agents or employees, and all personnel
engaged in performing the Services shall be qualified to do so. P
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OFFICIAL RECORD
Consultant has designated certain individuals as the members of its team for conducting
the Services hereunder and provided information on the qualifications of each individual. These
designations shall be considered material representations and Consultant shall immediately notify
the City of any changes in the personnel assigned to perform the Services or their material
qualifications.
5. CLIENT COVENANTS.
5.1 Cooperation.
The City shall cooperate with Consultant in Consultant's performance of Services, and
shall provide timely and expeditious access to ESD's facilities, personnel and information and
data as may be reasonably necessary for Consultant to complete the Services hereunder.
5.2 Information.
The City represents and warrants that all information and data provided by ESD or the
City to Consultant hereunder is accurate, timely and complete to the best of the City's knowledge.
Consultant shall not be liable to the City for any defect in the Services provided if such defect is
the proximate result of inaccurate information provided to Consultant by the City.
6. OWNERSHIP OF DELIVERABLES.
Consultant shall deliver to the City all deliverables required to be submitted consistent with the
Scope of Services set forth in Exhibit A. All deliverables shall be the property of the City, except to the
extent such deliverables include Consultant proprietary information, which shall be licensed at no
additional cost to the City on a non-exclusive basis. All working papers shall remain the property of
Consultant. Consultant shall maintain its working papers for a period of three (3) years from the date of
execution of this Agreement.
7. TERMINATION.
7.1. 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.
7.2 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.
7.3 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 up to 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.
8. 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 under this Agreement. In the
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event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees to immediately make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval
of the City. Consultant 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.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
Consultant acknowledges that the City, as a governmental entity, is subject to certain mandatory
disclosure statutes, rules and procedures, including but not limited to, the Texas Public Information Act
(Tex. Gov't. Code § 552.001 et seq.). Consultant acknowledges that in order to protect any Consultant
proprietary or confidential information or materials held by the City, Consultant will need to clearly identify
any portions asserted to contain confidential or proprietary information. Consultant further
acknowledges that Consultant may be required to actively assert its interests before the Texas Attorney
General or other agencies or authorities in order to confer upon the City the ability to protect Consultant's
information. The City shall protect from unauthorized disclosure or use any Consultant proprietary or
confidential information in its possession or control which has been properly identified by Consultant.
Consultant accepts responsibility for protection of its own confidential information.
9. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Agreement at no additional cost to the City. 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 any 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.
10. 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.
Unless specifically authorized by the City in writing, Consultant shall have no authority to act on behalf of
or to bind the City.
11. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
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LOSS, PROPERTY DAMAGE ANDIOR 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 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 ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR /N
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS
OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
/N NO EVENT SHALL ETHER PARTY BE L/ABLE TO THE OTHER PARTY FOR ANY
WC/DENTAL OR CONSEQUENT/AL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE,
LOSS OF DATA, LOSS OF REVENUE OR PROFIT.
12. ASSIGNMENT AND SUBCONTRACTING.
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
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.
13. INSURANCE.
Consultant shall provide the City with certificates) 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:
13.1 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 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property damage
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
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$100,000 Disease - per each employee
$5001000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liaty 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) Errors &Omissions (Professional Liability):
$1,000,000 Each Claim Limit
$2,000,000 Aggregate Limit
If coverage is written on a claims -made basis, the retroactive date shall be
coincident with or prior to the date to the contractual agreement. The certificate of
insurance shall state that the coverage is claims -made and include the retroactive date.
The insurance shall be maintained for the duration of the contractual agreement and for
five (5) years following completion of the services provides under the contractual
agreement or for the warranty period, which ever is longer. An annual certificate of
insurance submitted to the City shall evidence coverage.
13.2 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 applicable 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. The City reserves the right to make reasonable requests or revisions pertaining to
the types and limits of that coverage. 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.
14. 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.
15. NON-DISCRIMINATION COVENANT.
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Consultant, for itself, its employees, officers, officials, agents, subsidiaries, affiliates, 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
employees, officers, officials, agents, subsidiaries, affiliates, 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.
16. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY:
Karen L. Montgomery
Assistant City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth TX 76102
(817) 392-6222 ofc.
(817) 392-6134 fax
Karen. Montgomery@fortworthgov.org
17. SOLICITATION OF EMPLOYEES.
To CONSULTANT:
Paul Lauria, President
Randall G. Owen, Senior Vice President
Mercury Associates, Inc.
16051 Comprint Circle
Gaithersburg, MD 20877
(704) 321-2600 ofc. & fax
rowen@mercury-assoc.com
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a
period of one year after its termination, I 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.
18. 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.
19. 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.
20. 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
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for the Northern District of Texas, Fort Worth Division.
21. 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.
22. 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, acts of God, acts of the public enemy, fires, strikes, lockouts, natural
disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar
causes.
23. 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.
24. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
25. AMENDMENTS /MODIFICATIONS /EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, mocation, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
26. THIRD PARTIES.
The City and the Consultant are the only parties to this Agreement and are the only parties entitled
to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or
provide, any right or benefit, whether directly or indirectly or otherwise, to third persons.
27. 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.
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. The other party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this k1t day of
2010.
CITY OF FORT WORTH:
Fay:
Karen L. Montgomery �J�/f(
Assistant City Manager / Y
0
APPROVED
By:
CONTRACT AUTHORIZATION:
&CE C
Ma'- goo
Date Approved:
�1a31�o
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MERCURY ASSOCIATES, 0:
[3y:
Randall G. Owen
Senior Vice President
Date:
ATTEST:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Scope of Services
Task 1 -Develop Solicitation Requirements
The purpose of this task is to determine all of the technical, descriptive, administrative, and evaluative
elements to be included in the solicitation document. The success of the solicitation will be dependent on
adequately defining the specific services a contractor will be expected to provide (i.e., the Scope of Work),
but also on a variety of additional requirements of the solicitation. Examples of the elements that must be
included are illustrated below:
• Service Parameters
— Size, composition, age, annual utilization, and geographic deployment of the fleet to be
served;
— Specific standards of performance to be met, such as minimum daily fleet availability
percentage by class, and maximum average parts delivery times by category;
Prioritization requirements for service requests;
Service quality and warranty coverage requirements, such as maximum rework
incidences per month, and minimum acceptable parts warranties;
Requirements for maintenance and provision of service records, management
information, and reports.
• General Contract Requirements and Procedures
— Division of responsibilities between the City of Fort Worth and contractor;
— Interaction between the City of Fort Worth and contractor employees;
— Provision of (or use of existing) computerized fleet management software and hardware;
— Experience and qualification requirements for contractor employees;
— Inventory/fixed asset transfer, ownership, management, and security procedures;
— Maintenance and upkeep requirements for contractor -occupied work areas; and
— Requirements for contractor use of established vendor agreements and contracts.
• Performance Measurement and Control Procedures
— Performance bonding requirements;
— Contract management procedures and contact information;
— Mechanisms for feedback on service quality and performance;
— Contractor performance measurement and evaluation procedures (see details in Task 2);
anA
— Incentives and penalties for ensuring adequate performance.
• Proposal Evaluation and Vendor Selection
— Selection/assignment of proposal evaluation team;
— Proposal evaluation and rating process;
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Initial review of written proposals and development of a short list of bidders to be
interviewed;
Interviews of bidders;
Conduct of background checks on bidders.
The Scope of Work will define the services that will be provided by the contractor. The Service
Parameters will define the performance standards that the contractor will be required to adhere to. The
Performance Measurement and Control Procedures will provide a mechanism to control service quality.
The General Requirements will define contract management procedures. The Proposal Evaluation
section will provide a basis for determining the best solution for the City. The combination of these areas
will constitute the heart the solicitation document.
We will determine each of these solicitation elements using a combination of requirements analysis,
knowledge of existing contractual arrangements in other organizations, our own experience with other
similar solicitations, and investigation of City of Fort Worth procedures and rules. Particular areas of
concern that will be emphasized in this task include the evaluation criteria to be used in reviewing
proposals; the performance measures that will be included in the solicitation; and the performance
incentives and/or penalties that will be included in the solicitation.
For example, purchasing rules and requirements, as they apply to the basic structure of the solicitation,
will have the greatest impact on the evaluation method utilized. The basic distinction between "low bid"
and "best value" will affect the structure of the Scope of Services, as well as the evaluation process that
will be followed. Within this basic distinction, however, there will need to be considerable thought given to
specific methods of evaluation chosen for use.
We will provide our detailed Solicitation Requirements to Fort Worth in a MS Word document. We
anticipate that the City's Purchasing Department will be able to use this material without further additions
or modifications. We will incorporate any changes required by City staff into the document based on
feedback that we receive. We assume that this feedback be coordinated by the City and sent to us one
time with all edits consolidated.
Task 2 -Define Performance iVieasures
It is our experience that performance -based contracts work best for outsourced fleet maintenance
services. Consequently, we will develop a series of key performance measures that can be used to
monitor the level and quality of the contractor's services. The availability of quantitative measures will
provide an objective basis for assessing the performance of the contractor and will enable the City of Fort
Worth to identify problem areas early on before they become major issues that can negatively impact
mission critical activities. The performance measurement system will also be an invaluable tool for
motivating the contactor to excel (assuming that incentives and penalties are included) and for guiding the
City of Fort Worth in its decision whether or not to exercise options for extending the contract for additional
years.
In our view, an effective performance measurement system has the following attributes:
✓ Measures assess key areas of fleet program performance;
✓ Target levels of performance are consistent with industry standards;
✓ A limited number of measures are used so that the level of effort to monitor the measures is
reasonable; and
✓ Data collection procedures and data processing capabilities are in place to support tracking of
the selected key performance measures.
We will produce a draft document outlining the recommended fleet performance measurement system
and submit it to the City of Fort Worth for review and comment. This document will include the specific
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performance measures to be used, the method of calculating them, the benchmarks they should be
compared with, the data security issues (if any) associated with protecting the resulting performance
statistics from improper contractor manipulation, and the reporting formats the contractor should employ in
presenting the desired performance data to the City of Fort Worth in conjunction with its monthly invoices.
% final plan will be produced for inclusion in the contract with the selected fleet service vendor.
Task 3 -Participate in Pre -bid Processes
In this task we will participate in the pre -bid conference as scheduled by the City. During the conference
we will respond to any questions directed to us in order to provide clarification on any portions of the
solicitation documents which we prepared. Following the pre -bid conference, we will assist with the
preparation of responses to questions or any addendum resulting from the conference, or as required to
clarify the solicitation documents.
Task 4 -Evaluate Proposals
In this task we will provide assistance and direction in each of the following areas:
• Reviewing proposals
• Checking references
• Reviewing qualifications and experience
• Reviewing financial capabilities
• Checking other qualifications
• Reducing the proponents to a short-list
• Evaluating cost elements
We will conduct an independent evaluation of proposals and identify the contractor we feel has submitted
the best overall approach for the City of Fort Worth to pursue. We will meet with the proposal evaluation
team and assist the team in reaching a consensus as to the best way for the City of Fort Worth to
proceed. We will document our findings and recommendations in a brief report to the proposal evaluation
team.
Task 5 -Assist with Contract Negotiations
In this task we will assist the City of Fort Worth with negotiating and finalizing a contract with the selected
fleet maintenance services provider. This can be done either on site or via teleconference. We will
concentrate our efforts in this regard on scope of work issues, including the split of fleet service
responsibilities between the City of Fort Worth and the service provider, the definition of fixed price and
time and materials services, level of services issues (such as minimum vehicle condition standards, hours
of service, quality of repair parts, requirements for towing and field services, and the contractor's
responsibilities for response during emergencies), and communication issues (such as billing information,
management reports, and dispute resolution procedures).
It is our experience that these issues represent the primary areas of potential conflict between an agency
and its fleet services contractor. Consequently, it is best to spend a considerable amount of time ensuring
that all stakeholders have a clear understanding of these issues before the commencement of contract
operations.
We will also facilitate negotiations with the service provider regarding any adjustments in the proposed
scope or contract price (either up or down) that result from changes and clarifications that may be agreed
to between the City of Fort Worth and the service provider.
Task 6 —Provide transition support
In this task we will develop a contract administration strategy including:
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■ Establish a system for gathering information for service level management
■ Establish a system for gathering information for performance monitoring
■ Establish protocols for obtaining and reporting information
■ Establish methods of dispute inquiry and resolution
We are also available to conduct annual performance audits of the contractor including compliance with
contract terms, customer service, maintenance record keeping, etc. We can also assist in calculating
price increases or decreases triggered by conditions such as changes in fleet size or composition and
changes in the consumer price index. We would be happy to provide a quote for these services at the
appropriate time.
Scope of Services Timeline
Complete and release RFP — 4/29/10
Pre -Proposal Conference — 5/7/10
Receive/Open Proposals — 5/28/10
Evaluate/Negotiate — 5/28J/16/10
M&C on City Council Agenda — 7/27/10
Transition Process — 7/27-9/30/10
Contract Start—10/1/10
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To: Karen L. Montgomery, Assistant City Manager
Marty Hendrix, City Secretary
Patrick Phillips, Assistant City Attorney
From: Wayne Corum, Equipment Services Director iN C/
CC: Linda Hirrlinger
Date: March 4, 2010
Re: Contract with Mercury Associates for RFP, Contract and Transition Processes
Karen/Marty/Patrick —
Attached is the contract between the City of Fort Worth and Mercury Associates, Inc. for the RFP,
Contract Negotiation, and Transition Processes for the Equipment Services Department Sourcing
Project, This Professional Services Agreement is very similar to the agreement used between Mercury
Associates and the City of Fort Worth for the Competitiveness Study, The Scope of Services has
changed. The Scope of Services is outlined in Exhibit A (Pages 9-12 of this document).
Assistant City Attorney, Patrick Phillips, drafted this agreement and Randy Owen of Mercury
Associates has signed the agreement. The City Council approved this contract on February 23, 2010
in M&C C-24100. The ouroose of this memorandum is to fully execute this agreement by obtaininq the
final required signatures by the City of Fort Worth.
Please forward the document for signatures to the next person in the following order:
1. Assistant City Manager
2. Assistant City Attorney
3. City Secretary
If you have any questions about this agreement, please contact me.
1
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COUNCIL ACTION: Approved on 2/23/2010
DATE: 2/23/2010 REFERENCE NO.: **C-24100 LOG NAME: 21 MERCURYRFP
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize a Consulting Agreement with Mercury Associates, Inc., for Development of
Request for Proposal Requirements and Definition of Performance Measures, Participation
in Pre -Bid Process, Evaluation of Proposals, Contract Negotiation Assistance and
Operational Transition Support of Fleet Operations for the Equipment Services Department
for an Amount Not to Exceed $128,538.00
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Consulting
Agreement for Development of Request for Proposal Requirements and Definition of Performance
Measures, Participation in Pre -Bid Process, Evaluation of Proposals, Contract Negotiation Assistance
and Operational Transition Support of Fleet Operations with Mercury Associates, Inc., for an amount
not to exceed $128,538.00.
DISCUSSION:
In August 2008, MGT of America, Inc., recommended that Managed Competition be investigated for
the Equipment Services Department. The first step in a Managed Competition process in fleet
management involved a Competitiveness Study to determine how competitive the current
organization is with the remainder of the industry. On August 18, 2009, the City Council approved
(M&C C-23733) to authorize the City Manager to execute a contract with Mercury Associates, Inc., for
the Competitiveness Study. The Competitiveness Study was completed in January 2010.
The next three steps in the Managed Competition process are the Request for Proposal (RFP)
process, Contract Negotiation and the Transition process. The next three steps involve six tasks:
RFP Process
Task 1 —Develop Solicitation Requirements
* Service Parameters
* General Contract Requirements and Procedures
* Performance Measurement and Control Procedures
* Proposal Evaluation and Vendor Selection
Task 2 —Define Performance Measures
Task 3 —Participate in Pre -Bid Processes
Task 4 —Evaluate Proposals
Contract Negotiation
Task 5 —Assist with Contract Negotiations
Transition Process
Task 6 —Provide Transition Support
Mercury Associates, Inc., is listed on the State of Texas, TXMAS Contract NO. TXMAS-9-874V010
as a fleet consulting firm. State law provides that a local government purchasing an item under a
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M&C Review
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cooperative purchasing agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. TXMAS contracts have been competitively bid to increase
and simplify the purchasing power of local government entities across the State of Texas.
M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the
Equipment Services Department and approved by the M/WBE Office because the purchase of goods
is from sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Equipment Services Fund.
TO Fund/Account/Centers
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
P161 539120 0212010 $128,538.00
Karen Montgomery (6222)
Wayne Corum (5118)
Wayne Corum (5118)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=13040&councildate=2/23/2010 3/9/2010