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HomeMy WebLinkAboutContract 42106GI tY SECRETARY STATE OF TEXAS § ����ACT NO.. �0' ka IP , § KNOWN ALL BY THESE PRESENTS: COUNTY OF TARRANT § THIS AGREEMENT ("Agreement") is entered into the \ 0 day of 1 I Q , 2011 by and between the City of Fort Worth, a home -rule municipal corp • tion of Tarrant, Denton, Parker, and Wise Counties, Texas ("City") acting herein by and through Karen L. Montgomery, its duly authorized Assistant City Manager and MGT of America, Inc., an independent contractor, acting by and through Mark Epstein, its duly authorized Senior Partner, hereinafter called "Consultant." City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WITNESSETH That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE 1 SERVICES Section 1. Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A." These services shall be performed in connection with the preparation of Cost Allocation Plans and Indirect Cost Rates in accordance with OMB Circular A-87, Full Cost Allocation Plans, and Water and Sewer Cost Allocation Plans ("Project"), Section 2. Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing and approved by an authorized representative of the City. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. ARTICLE 2 COMPENSATION OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Consultant shall be compensated a firm fixed -price of $29,000 for the Initial Term of one year ("Initial Term") and $29,000 for option years one and two and $30,500 for option years three and four in accordance with Attachment "A." Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A." The firm fixed - City of Fort Worth_MC ' of America Inc. Cost Allocation Plan Services Agreement Page l of i i 08-09-11 PO4:24 IN price for the option years will be in accordance with Attachment "A." This fee shall be paid on the following schedule: For the OMB Circular A-87 Cost Plan and Full Cost Allocation Plan fee of $23,500, 45% of the contract amount ►mill be invoiced following completion of initial on -site work including department interviews. 45% of the contract amount will be invoiced following delivery of the draft cost allocation plan. 10% of the contract amount will be invoiced following submittal of the final cost allocation plan and indirect cost rates. The same percentage payment schedule will occur for the Water and Sewer Cost Plan fee of $5,500. Additionally, the option year fees will use the same percentage payment schedule. The Consultant shall provide monthly invoices to the City. Payment for the performance of uncontested services rendered shall be due within thirty (30) days of the receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. ARTICLE 3 TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a one (1) year Initial Term with four (4) one-year options to renew at the City's sole discretion The Initial term shall begin upon the date of execution of this Agreement. For each renewal thereafter, the City shall provide thirty (30) days written notice of its intent to ienew this Agreement. ARTICLE 4 INDEPENDENT CONTRACTOR Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. ARTICLE 5 PROFESSIONAL COMPETENCE, LIABILITY AND INDEMNIFICATION Section 1. Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Appioval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. Section 2. CONSULTANT SHALL BE LIABLE FOR AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS OF WHATSOEVER KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO EMPLOYEES OF CONSULTANT, EMPLOYEES OF SUBCONRACTORS, AND ALL OTHER PERSONS PERFORMING WORK INCIDENT TO THIS AGREEMENT WHICH MAY RISE OUT OF OR BE CONNECED WITH DIRECTLY OR INDIRECTLY WITH PERFORMANCE OF THIS AGREEMENT. CONSULTANT SHALL LIKEWISE BE LIABLE FOR AND INDEMNIFY, AND HOLD HARMLESS, CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF, OR IN CONNECTION WITH, ANY AND ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMLOYEES, OR SUBCONTRACTORS. ARTICLE 6 INSURANCE Section 1. Consultant shall not commence work under this Agreement until it has obtained all insurance required below and set forth herein in this Article and the City has approved such insurance not shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis) Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Professional Liability (Errors and Omissions) $1,000,000.00 Each occurrence $1,000,000.00 Aggregate Limit Section 2. Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant s insurance policies. b. Certificates of insurance shall be delivered to the City of Fort Worth, Attention: Risk Manager, 1000 Throckmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty (30) days notice of cancellation, non -renewal, and/or material change in policy terms or coverage. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Insurers must be authorized to do business in the State of Texas and have a current A.M Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. 1. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE 7 TRANSFER OR ASSIGNMENT City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign sublet or transfer any interest in this Agreement without prior written consent of the City. ARTICLE 8 TERMINATION OF CONTRACT Section 1. City may terminate this Agreement for its convenience on thirty (30) days' written notice. Either the City or the Consultant, for cause, may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such non-performance with five (5) days of written notice and diligently complete the correction thereafter. Section 2. If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant fell all Services actually performed, plus expenses incuned, as of the day of termination provided that such Services and expenses conform to the terms of this Agreement. Section 3. All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Section 4. 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 have been appropriated. ARTICLE 9 RIGHT TO AUDIT (a) 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 any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in older to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (b) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further that City shall have access during normal working hours to all subeonsultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subconsultant reasonable advance notice of intended audit. (c) Consultant and subconsultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. ARTICLE 10 OBSERVE AND COMPLY Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. ARTICLE 11 VENUE AND GOVERNING LAW If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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 Distiict of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. ARTICLE 12 CONTRACT CONSTRUCTION The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. ARTICLE 13 SEVERABILITY The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall evei be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. ARTICLE 14 NOTICES Notices to be provided heieunder shall be sufficient if forwarded to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Financial Management Services 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: MGT of America, Inc. Attn Mark Epstein 502E 11 `I St., Ste. 300 Austin, TX 78701 ARTICLE 15 HEADINGS The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement ARTICLE 16 OWNERSHIP OF WORK PRODUCT City shall be the owner of all work papers created in connection with this Agreement. Consultant shall deliver all such work papers created in connection with this Agreement to City upon completion or termination of this Agieement. Consultant shall be entitled to retain a set of such work papers for its files ARTICLE 17 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, mateiial or labor restrictions by any governmental authority, transportation problems and/or any other similar causes ARTICLE 18 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. ARTICLE 19 COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. (Remainder of Page Intentionally Left Blank) IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: B Karen `�. Montgomery Assistant City Manager Date: sith APPROVED AS TO FORM AND LEGALITY: B Maleshia Farm r Assistant City Attorney ATTEST: By: kmititiw% \.- Marty Hendrix City Secretary the CONTRACT AUTHORIZATION. M&C: C— as•o(I Date Approved: 311917.01( CONSULTANT: MGT of America, Inc. By: Mark Epstein Senior Partner Date: -1 /(24 / 1 / ATTEST: By: "e/b4Cs Name cz p 67.9gA' et Title: pcf/re t G R . .0„,••••:"0:$1911 ft r 0o°U°0°ore VP 4td 4ex 000000000 i"t ntt Sitrizto.totic‘a-s> OFFICIAL RECORD CITY SECRETARY FtWORTH,TX ATTACHMENT A SCOPE OF SERVICES 1 Develop detailed cost allocation plans that comply with the provisions of OMB Circular A-87. The following plans will be prepared: • Cost Allocation Plan per OMB Circular A-87 based on actual costs for fiscal year (FY) 2010 • Full Cost Allocation Plan based on budgeted costs for fiscal year (FY) 2011. 2, The OMB Circular A-87 cost allocation plans will be used to recover indirect costs from state and federal grants by establishing new sates and reconciling actual costs with charges made in the prior year. The OMB Circular A-87 is available at the White House web site. httn://www,whitehouse.aov/omb/circulars/a087/a087-all,html, 3. Negotiate completed cost allocation plans with the appropriate federal and/or state representatives if requested. Also, assist the City in preparing claims to the state and/or outside sources to insure that the City receives all recoveries owed to it. 4. Develop full cost allocation plans in accordance with a full cost concept. The full cost plan will include general government costs and will be used for management purposes such as internal service costing, administrative cost transfers from enterprise funds and information for budgeting. The full cost plans will be based upon budgeted costs for fiscal year 2011. 5. The City of Fort Worth Water and Wastewater Enterprise Fund provides services to other City Enterprise Funds which are not considered "utility rate" services. These services include but are not limited to: customer account setup and database management, monthly billing remittance processing, customer service, accounting and delinquency maintenance. The Water and Wastewater Enterprise Fund is currently under recovering costs for the service piovided to other Enterprise Funds. The scope of services desired: • Obtain an understanding of services being provided to other enterprise funds • Determine cost drivers. • Differentiate between costs common to the parties while identifying costs that exceed the Water Department s stand-alone costs. • Estimate direct and indirect costs being absorbed by the Water and Wastewater Enterprise Fund. • Develop a fair and equitable allocation method for costs to the various Enterpi ise Funds for the services performed. MG 1 Response to Fort Worf h -I exas REP No. 11 -012.0 Indirect Cost Allocation Plan Part VI - Fees Full Cost and OMB Circular A-87 Cost Allocation Plans MGT will provide the proposed services for the following annual, fixed, all-inclusive fee. This fee contains all direct and indirect costs including meetings, presentations, document production, etc. No additional expenses will be charged. $23,500 $23,500 $23,500 $24,700 $24,700 Progressive payments are requested based on achieving project milestones. Water and Sewer Enterprise Fund Cost Allocation Plan MGT will provide the proposed services for the following annual, fixed, all-inclusive fee. This fee contains all direct and indirect costs including meetings, presentations, document production, etc. No additional expenses will be charged. Progressive payments are requested based on achieving project milestones. 15 OF AMERICA, INC.. DATE: COUNCIL ACTION: Approved on 7/19/2011 LOG NAME PUBLIC HEARING: SUBJECT: Authorize Execution of a Professional Services Agreement with MGT of America Inc., for the City's Cost Allocation Plans and Indirect Cost Rates with an Annual Cost Up to $29,000.00 (ALL COUNCIL DISTRICTS) Official site of the City of Fo t Worth, Texas FORT WORT 7/19/2011 REFERENCE NO.: CODE C TYPE• **C-25011 CONSENT 13P11-0120 COST ALLOCATION PLANS SV NO RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with MGT of America, Inc., to develop detailed cost allocation plans in accordance with the Federal Office of Management and Budget Circular A-87, Full Cost Allocation Plans and Water and Sewer Cost Allocation Plans at an annual cost up to $29,000.00. DISCUSSION: The City provides support services for its federal and state grant funded programs. The support services may include the costs of building occupancy, equipment usage, procurement, personnel administration, accounting and other overhead activities, which are charged to the grants as indirect costs. Federal Office of Management and Budget (OMB) Circular A-87, provides guidelines for identification and recovery of indirect costs. Before the City can charge indirect costs to grants, it must submit proposed indirect cost rates to the grantor or cognizant agency for approval on an annual basis The proposed rates must be supported by the cost allocation plan. An evaluation panel was made up of representatives from Financial Management Services, Public Events Parks and Community Services, City Manager's Office and Water Departments Proposals were received from Business & Financial Solutions, MGT of America, Inc , Maximus Consulting Services, Inc., and Seel Jackson Consulting, LLC. The recommended vendor, MGT of America, Inc., was determined to be the most qualified to perform the services required BID ADVERTISEMENT - This bid was advertised in the Fort Worth Star-Telearam on Wednesdays from March 9, 2011 through March 30, 2011. The Purchasing Division solicited ninety vendors from the purchasing system database and four bids were received. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS — The initial term of the Agreement will begin July 20, 2011 and expire July 19, 2012. RENEWAL OPTIONS — This Agreement may be renewed for up to four successive 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. Staff is bringing this before City Council because the considerable likelihood, that all four options will be renewed making the total contract value $148,000.00 ($29,000 00 for FY2011; $29,000.00 for FY 2012 $29 000.00 for FY 2013, $30,500.00 for FY 2014, $30,500 00 for FY 2015), which exceeds $50,000.00 thereby requiring City Council Approval. http://apps.cfwnet.org/council_packet/mc_review.asp7ID=15529&councildate=7/19/2011 8/4/2011 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund and the Water and Sewer Fund. BQN\11-0120\MJ TO Fund/Account/Centers FROM Fund/Account/Centers GG01 531200 0131010 $23.500.00 PE45 539120 0609000 $2.750.00 PE45 539120 0709000 $2.750.00 Submitted for City Manaaer's Office by: Karen Montgomery (6222) Oriainatina Department Head: Lena Ellis (8517) Additional Information Contact: Stephen Vogl (2041) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=15529&councildate=7/19/2011 8/4/2011