HomeMy WebLinkAboutContract 40225PROFESSIONAL SERVICES AGREEMENT
CITY SECRETARY
CC*SrRACT NQacaatlia,
This PROFESSIONAL ShRVICES AGP EMENT ("Agreement") is made and entered into by
and between the CITY Y OF FORT WORTH (the "City'), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and EWIA, Inc. ("Consultant"), a Minnesota Corporation, acting by
and through Nancy B. Lerner, its duly authorized vice president.
1. SCOPE OF SI RViCES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of assessing the competitiveness of each of the core water and wastewater functions within the
organization to include but not be limited to the Operation and Maintenance activities within water
production, wastewater treatment and field operations. Attached hereto and incorporated for all
purposes incident to this Agreement is Exhibit "A," Scope of Work, more specifically describing the
services Consultant shall provide under the terms of this Agreement.
`Ao TERM.
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all
services contemplated herein but no later than the mutually agreed upon date as decided and made in
writing during the Consultant's completion of Task 2, unless terminated earlier in accordance with the
provisions of this Agreement Such agreed upon date shall be fully incorporated herein.
3a COMPE-NSATION.
The City shall pay Consultant a not to exceed amount of $40,750 for the Scope of Work listed in
Exhibit "A" in accordance with Exhibit B "Professional Hourly Rates and Permanent Placement Cost,"
which is attached hereto and incorporated for all purposes incident to this Agreement. Consultant shall
deliver to the City a written description of each Task and the name of the personnel to provide the
services, the specific project to which the personnel will be assigned; the specific services to be provided
by the personnel; the start and end date of the personnel; the hourly rate or salary of the personnel; and
any other regulations as agreed to by the parties that may apply to the specific personnel.
4. TERMINATION.
4.1. Written Notice.
Tho 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
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FTs WORTH, TX
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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.
5. 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
event that any conflicts of interest arise after the Effective Date of this Agreement and prior to the
termination of this Agreement, Consultant hereby agrees immediately to 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
o r integrity of any City information has been compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
u nder 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
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 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,
e mployees, 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 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.
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CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS 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) ANDIOR 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.
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.
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:
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
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disease per employee
(d) Technology Liability (Errors & Omissions)
$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, except Workers Compensation/Employers
Liability and Errors and Omissions policies shall be endorsed to name the City as an
additional insured thereon. 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 by endorsement 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 applicable federal, state and local taws, 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 itself, 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 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:
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To The CITY:
City of Fort Worth/ Water Department
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile (817) 392-8699
To CONSULTANT:
EMA, Inc.
1970 Oakcrest Avenue, Suite 300
St. Paul MN 55113-2624
Facsimile: (651) 639-5635
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.
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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 hereto.
22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
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.
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity The other party is fully entitled to
rely on this warranty and representation into this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WI NESS WHEREOF, the parties hereto have executed this Agreement in multiples this 17!--1‘day of
2010.
GIrY or FORT WORTH:
a.
By: /
Fernando Costa
Assistant City Manager
Date:
Marty Hendrix
City Secretary
ist y u° itro
APPROVED AS TO FORM AND t- E _ ALI : / 0
By: UtiflAA
Christa R. Reynolds
Senior Assistant City Attorney
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OFFICIAL kECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF WORK
The scope of work shall be focused on assessing the competitiveness of each of the core
water and wastewater functions within the organization. Those include the O&M
activities within Water Production, Wastewater Treatment and Field Operations.
In addition the scope includes an assessment of certain aspects of the Business Services
Division as they relate to addressing the following:
a At a reasonably high level assess the functionality of the various key software
applications. These include process control, work and asset management,
customer services/complaint tracking, LIMS and GIS. Assess whether the
applications are providing appropriate level of service to meet the business needs
of the Department and whether applications are supported appropriately.
Provide recommendations and/or options that might be considered regarding
outsourcing of applications support for the software products currently supported
by Water Department and/or City IT
• Provide opinions regarding "core" or "mission critical" applications with respect
to outsourcing options
A description of Consultant's work scope to conduct the Performance Assessment is
provided below.
vv .
ask 1 _ Desk Audit
Consultant shall submit a list requesting operational information to the Department. A
sample Desk Audit list is shown below. This set of information will be reviewed to gain
further understanding of your current situation.
Desk Audit Information. The following items will be requested:
0
•
Organization chart showing structure and the composition of each
department, division, or group by location or function.
Operation and Maintenance personnel schedules and geographical
deployment.
Detailed expense budget for current year and actual spent for immediate past
year.
Data for labor within the overall budgets, including overtime, by facility or
organizational unit.
Average fully burdened employee salary rates including all benefits.
Allocation/expenditure for materials and supplies by facility or organizational
unit.
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•
•
•
•
•
Allocation/expenditure for contract services by facility or organizational unit.
Allocation/expenditure for chemicals by facility or organizational unit.
Most recent capital improvement budget and plan.
P urchased chemical agreements, if any.
Allocation/expenditure for electric and fossil fuel energy by facility or
organizational unit.
P urchase energy agreements, if any.
If available, documents including Strategic Business Plan, Operations Plan,
recent Annual Reports, and Strategic Information System Plan.
A list of major software applications run in the Department with an indication if
the application is supported by City or Water Department IT.
Map showing service area and locations from which resources are
dispatched.
List of rolling stock, equipment by type, size, or crew assignment.
Maps. showing location of sewer and potable water, treatment plants,
pumping facilities, storage, regulation, and metering stations.
S chematic drawings or other descriptions of treatment facilities.
Wastewater plan permit levels.
U se of gas generated at treatment facilities, if any
An accounting of any regulatory compliance problems over the last 12 months
and measures taken to mitigate the problems.
Solids handling programs descriptions.
Maintenance backlog analysis and prioritization planning procedures by
facility/organizational unit.
P redictive maintenance program description.
Materials and supplies inventory turnover rate and inventory dollar value.
Brief description and overview drawing of computer systems including:
Office automation, financial, project management, and human resource
systems.
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n
Local and wide area network.
Geographic Information System.
Work and Asset Management System.
Record Documents Storage and Retrieval.
Five year employee turn over records:
- Average number of employees per year.
- Who left each year?
Technical Support Statistics:
- Availability statistics (up4ime) for each application and for the network.
- Types of service requests and problem reports received for each
supported application, including response time statistics (if available)
Task 2 Kick-off Meeting
Consultant shall meet with Water Department management to discuss the project
objectives, procedures, and deliverables and to develop a list of staff to be interviewed.
At this meeting Consultant shall provide any conclusions developed based on review of
the desk audit material.
Task 3 - Staff Interviews
In this task Consultant shall conduct interviews with staff members throughout the
organization. With an organization the size of Fort Worth, only a portion of the staff can
be interviewed. The number of interviews will be limited to approximately 8 per day for
each EMA staff member for a 3 day period. Many of the questions we develop for the
interviews will be open ended and aimed at gaining a good understanding about how
work is currently conducted, and what barriers are encountered.
Task 4 Evaluate Interview Results, Calculate Gap
Consultant shall compile the interview results and evaluate them with respect to best
practices in each of the categories previously listed. Consultant has developed a
quantitative approach to determining efficiency and effectiveness gap analysis. In this
task together we will determine a gap for each segment of the organization.
Tl s Al J Deliver Presentation of Results
Consultant shall present the results of the assessment to Department management. The
presentation will be in the form of a PowerPoint presentation. Feedback will be sought.
The intent is for the presentation to be highly interactive. Based on the feedback a short
executive summary of results and recommendations will be submitted to the Water
Department within a week of the presentation.
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FXli-dq'-j'IT 13
PROFESSIONAL HOURLY RAIRS
ndividual/Position
iar
Hourly Rate
Task Assignments
Mark
Wehmeyer
1-5
Project
Management
$260
asks
and
Nancy
Lerner
$260
Tasks
1-5
Dr.
Robert
Hill
$220
Tasks
1-4
$90
Project
Administration
Administrative
Support
Specialist
* Rates valid through April 2011 and then subject to an annual increase of no more than 5%.
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