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HomeMy WebLinkAboutContract 41784 (2)CITY SECRETARY CONTRAcT NO,1 .4-1 STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT DENTON PARKER AND WISE CONTRACT FO PROFESSIONAL SERVICES WHEREAS, the City of Fort Worth desires an independent third -party audit of its Biosolids Environmental Management System (EMS) for the Fort Worth Village Creek Wastewater Treatment Plant; and WHEREAS, NSF International Strategic Registrations represents and warrants to the City that it has expertise in conducting third -party audits of public utilities and private companies, and provides access to auditors that are certified by the National Biosolids Partnership (NBP) to perform independent audits of the NBP's Biosolids Environmental Management System (EMS). NOW THEREFORE, this Contract is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City," and NSF International Strategic Registrations (Audit Firm), both parties acting herein by and through g their duly authorized representatives. 1. Audit Firm's Responsibilities; Scope of Services. A. Using the protocol described in the NBP Audit Guidance Document, as amended and posted at www.biosolids.org (Auditor Guidance), Audit Firm shall conduct an interim audit of City's Biosolids EMS — (Audit). Specifically, Audit Firm agrees to: 1. develop an audit plan and schedule based on the attached Scope of Services and cost schedule as shown in Exhibit A and consistent with application and background information provided by the City and the NBP @n©IApCFFIMAL RECORD B N Y SECRETARY WORTH T X requirements for a verification audit; 2. provide an NBP Certified Biosolids and Lead EMS Auditor (Lead Auditor) who are employees or sub -contractors of the Audit Firm; 3. provide, through its Lead Auditor, a written audit plan to include agenda, schedule, names and titles of audit team, and list of materials to be made available during on site visit; 4. conduct on -site interim audit and meetings with the City and the City's designees and invitees; 5. prepare a working draft summary and detailed findings report within two weeks of the interim audit completion based on a verification determination by the Lead Auditor; 6. on a mutually -agreed upon schedule, prepare a final audit summary and detailed audit report, after the City has reviewed the draft report and provided input to ensure the technical accuracy of audit findings and comments for inclusion in the final audit summary and detailed audit report (Audit Report); 7. submit final audit summary and Audit Report [including City's comments] first to the City and upon consent to NBP; and 8. review and comment on the City's corrective action plans for any minor non -conformances identified during the Audit and at the next scheduled third party audit review the effectiveness of the corrective actions pursuant to the most current Auditor Guidance. Biosolids Audit CRR40711 2of11 B. Audit Firm acknowledges and agrees that: 1. in the event that the City contests the audit findings, City may request that the NBP initiate a review of any major non-conformance finding via the NBP Appeals Board and process; and 2. the assessment may involve access to information that is non-public, confidential, and/or proprietary in nature. Such confidential information may include, but is not limited to, trade secrets, business plans, copyrights, logos, and trademarks, financial and operational information. Audit firm expressly agrees not to use or disclose such information in any manner or for any purpose at any time during or after the effective term of this Contract, except as required by law or as required during the course of Audit Firm's work for City unless authorized in writing by City. Any and all uses of City's confidential or proprietary information, materials, or property shall be subject to advance review and approval by City. This provision shall survive termination of this Contract; and 3. Audit Firm will abide by appropriate codes of conduct to maintain independence as well as confidentiality of the assessment performed. C. Audit Firm shall obtain all licenses required by federal, state, and local government agencies to conduct business in City's jurisdiction. Biosolids Audit CRR40711 3of11 2. City's Responsibilities. City will work cooperatively with the Audit Firm including but not limited to providing reasonable access to those facilities, staff, materials or data, during normal business hours, required to perform the assessment services in compliance with NBP Guidance and review the draft report and make any necessary comments. B. As far as is reasonably and lawfully practicable, the City shall make available specific documents as requested by the Audit Firm. C. City acknowledges and agrees that: I. based on Audit Report and in conformance with all other EMS requirements, Audit Firm and NBP will determine if the City is eligible to be certified in the NBP Program, 2. the audit will be conducted using appropriate codes of conduct to maintain independence as well as confidentiality of the assessment performed; and 3. the City will compensate the Audit Firm as described in Section 4. 3. Term. This term of this Contract shall begin on the date both parties have fully executed this document. The Audit is part of a five-year program. This Contract and the Scope of Work is for the interim audit to be conducted by the Audit Firm The performance of a verification/re- verification audit is not covered by this Contract. Biosolids Audit CRR40711 4of11 4. Compensation. a The amount to be paid to Audit Firm for all services performed hereunder shall not exceed seven thousand nine hundred dollars ($7,900), hereinafter "Audit Firm's Fee." The Audit Firm's Fee shall include all expenses incurred by Audit Firm on an hourly and expense basis as set out in the fee schedule as Exhibit A attached and incorporated herein in the accomplishment of Section 1, Scope of Services, above, including any additional copies of Audit Firm's audit or report(s) requested by the City. b. Any service deemed necessary by the Audit Firm, but beyond the stated Scope of Services must be expressly authorized in writing by the City PRIOR to implementation of that service. Compensation above this amount will require written agreement in advance. Compensation for review of any required corrective action will be covered in a separate agreement. 5. Data. All documents and data prepared or furnished by Audit Firm and Audit Firm's independent professional associates and subcontractors pursuant to this Contract are instruments of service in respect to the Scope of Services in Section 1 herein. The City shall retain the ownership and property interest of the deliverables therein. The City shall have the right to use and may make and retain copies of such documents and data; however, Audit Firm does not warrant or represent such documents and data are appropriate for reuse on other projects by City or by others. As far as is reasonably and lawfully practicable, and in the City's sole discretion, the City shall make available specific documents as requested by the Audit Firm. Biosolids Audit CRR40711 5of11 6. Termination. a. City may terminate this Contract at any time for any cause by notice in writing to Audit Firm. Upon the receipt of such notice, Audit Firm shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Contract. If the City terminates this Contract under this Section, the City shall pay Contractor for services actually performed in accordance herewith prior to such termination plus payment for costs associated with attempting to or actually terminating the work in progress, less such payments as have been previously made, in accordance with a final statement submitted by Audit Firm documenting the performance of such work. b. In the event no funds or insufficient funds are appropriated and budgeted by City in any fiscal period for any payments due hereunder, City will notify Audit Firm of such occurrence and this Contract shall terminate on the last day of the fiscal period for which appropriations were received. Contractor shall be entitled to payment for work performed as described in Section 6.a. c. Upon termination of this Contract, Audit Firm shall provide the City with copies of all completed documents prepared under this Contract. 7. Indemnification. Audit Firm shall release, defend, indemnify and hold harmless City and its officers, agents and employees from and against all damages, injuries (including death), claims, property damages (including loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or Biosolids Audit CRR40711 6of11 resulting from the negligent act or omission of Audit Firm, its officers, agents, employees, or subcontractors. The Audit Firm shall not be obligated or liable to the City for any claim arising in connection with this Contract except its own performance or negligence that is the fault of the Audit Firm, and/or its agents, employees, subcontractors, assignees, or others affiliated with Audit Firm. 8. Independent Contractor. Audit Firm shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Audit Firm shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Audit Firm, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Audit Firm. 9. Disclosure of Conflicts. Audit Firm warrants to the City that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Audit Firm further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Contract. 10. Right to Audit. Audit Firm 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 any directly pertinent books, documents, papers and records of the Audit Firm involving transactions relating to this Biosolids Audit CRR407I 1 7of11 Contract. Audit Firm agrees that the City shall have access during normal working hours to all necessary Audit Firm facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Audit Firm reasonable advance notice of intended audits. 11. Prohibition of Assignment. Neither party hereto shall assign, sublet or transfer its interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 12. Choice of Law; Venue. This Contract shall be construed in accordance with the internal law of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Contract; venue for any action arising under the terms and conditions of this Agreement shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 13. Severability of Provisions. If any of the Provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 14. Sole Agreement This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter. Biosolids Audit CRR40711 8ofll 15. Notices. • All notices required or permitted under this Contract may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given shall be deemed received when deposited in the United States mail so addressed with postage prepaid: CITY: CITY OF FORT WORTH FORT WORTH VILLAGE CREEK WASTEWATER TREATMENT PLANT ATTN: 4500 WILMA LANE ARLINGTON, TEXAS 76012 AUDIT FIRM: NSF INTERNATIONAL STRATEGIES REGISTRATIONS ATTN: JEANETTE HALLIDAY 789 N DIXBORO ROAD ANN ARBOR, MICHIGAN 48105 16. Parties Bound . This Contract shall be binding upon the successors and assigns of both parties in like manner upon the original parties. EXECUTED on this, the 11 day of CITY OF FORT WORTH 74-sesen•44‘,/___, Fernando Costa BY: Assistant City Manager ITS: Biosolids Audit CRR40711 9 of 11 , 2011. NSF INTERNATIONAL STRATEGIC REGISTRATIONS friee4444 waid•< APPROVED AS TO FORM AND LEGALITY: /(("A Ce Christa R. Reynolds Sr. Assistant City Attorney Attest: Marty Hendrix, City S retary Y 1 NO &C R O h ,`) D Witness 64Ce fOlit 44 it' 4 4; 0 to 0 v id Ai,: 1*C. 0°T; 02. 00 d °oOA � 0�; V 015 no y woQQQa4p *4ktx 4� OFFICIAL RECORD CITY SECRETARY T. WORTH, TX Biosolids Audit CRR4071 1 lOof11 Exhibit A Scope of Services & Compensation Schedule Pfmtcd.2t24/2013 NSF International Strategic Registrations Management Systems Registration Quotation for Registration Services Date: 2/24/2011 Rev: I Village Creek Wastewater Treatment Facility - Compa»y: Fort Worth, Texas Address: 4500 Wilma Lane, Arlington Texas 76012 Services 0 Application EMS manual review, scheduling, preparation, and coordination 0.5 Days On -site Interim Audit Contact: Steven Nutter Phone: (817) 392-4965 E-mail: Stcven.Nutter©fortwgrthgov.org Audit Time Other Costs 600 $650 Office Audit — review corrective actions 0.5 Day Treatment/biosolids/application site evaluation I Day Manual element reviews 0.5 Day Evaluation of Goals/Objectives/Outcomes 0.5 Day Auditor Travel .Time Report Prepare 10 $650 $1,300 $650 $650 $600 Communication and Repo NBP Administrative Cost Creation t Day $),300 TBD Auditor Travel Expense (Estimate, billed at cost) Total initial cost, Including estimated travel expense: Currency: NSF-lSRdoes not charge for: 1,500 • Contract Termination Fee (After Completion of Desk Audit) • ScheduloAdjustments, with Reasonable Advance Notice from Client Notes: Review of corrective plans, if needed, will be charged at $162.50/hour. Scope of work will include a review of the organisation's progress toward goals and objectives; EMS outcomes (environmental performance; regulatory compliance; interested party -relations; quality practices); actions taken to correct minor non -conformances; the Management review process; corrective action requests and responses; and preventive actions, The above listed review areas have general requirements found in elements 1, 2, 5, 6, 9, 14, 15, 16 and i7. In addition the scope will specifically include review and verification of individual EMS Elements 5, 6, 9, 14 and 16. Work will involve docothent review, interviews, and field visits. Jeanette Halliday Senior Business Development Manager NSF International Strategic Registrations, Ltd, 789 North Dixhom Road - Ann Arbor, MI 48105 - USA 734.827.3804 Biosolids Audit CRR4071 1 11of11