HomeMy WebLinkAboutContract 46975 (2)RECE!VED
SEP -1 2015
PROFESSIONAL SERVICES AGREEMENT
CITY OF FORT WOP h
CITYSECRETAR This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Jay Chapa, its duly
authorized Assistant City Manager, and S L o s e r° c o Inc. ("Contractor"), a Minnesota Corporation
chartered under to laws of the State of Minnesota and acting by and through Laurie Allen, CFO, its duly
authorized Project Principal each individually referred to as a "party" and collectively referred to as the
"parties."
The City of Fort Worth has approximately 250,000 water meters that are currently read manually
with handheld devices throughout its 350 square -mile service area. Residential meters are read monthly by
a contracted third -party service provider. Commercial and industrial customer meters are read in-house by
City staff through a combination of meter reading systems. Meter registers are in cubic feet, and customers
are billed in hundreds of cubic feet (CCF). The City desires to in -source residential meter reading activities
through the development and implementation of an Advanced Metering Infrastructure (AMI) program. In
association with the new AMI program, the City recognizes that additional business process efficiencies,
operational cost savings, revenue enhancement, database integrations, and improved customer service
activities can and should occur. The City has implemented a meter replacement program that provides for
the annual replacement of inaccurate meters in the system that under estimate actual water volume
registration.
The FWWD conducted internal staff workshops to define existing utility issues and opportunities for
a new meter reading technology to mitigate existing problems through an Advanced Metering Infrastructure
solution. A Request for Qualifications, RFQ, was released on August 12, 2015 to identify the most qualified
System Integrator. The responses to the RFQ will be submitted by interested firms on September 17, 2015.
The FWWD desires to have SL-serco provide the following services assisting in the evaluation of the RFQ
responses, selection of the most qualified firm, and hosting the on -site presentations from the most
qualified firms.
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with professional services in the completion of the City's
Advanced Metering Infrastructure (AMI) Request for Qualifications (RFQ) in preparation of selecting an AMI
System Integrator for the Fort Worth Water Department City of Fort Worth. The Contractor will provide
technical assistance supporting the evaluation of the AMI program. This will include advanced metering
technical features in the support to the FWWD leadership as well as preparation and hosting of the selection
committee as a part of this effort.
Task I: AMI Technical Comoonent Evaluation:
Consultant, will be supporting the completion of the City's Advanced Metering (AMI) Request for
Qualifications (RFQ) selection criteria and matrix in preparation of selecting an AMI System Integrator for
the Fort Worth Water Department, City of Fort Worth. The first sub -task under this task will be to provide
technical assistance supporting the evaluation of the AMI program. This will include advanced metering
technical features in the support to the FWWD leadership as well as preparation and hosting of the selection
Professional Services Agreement — SL-serco, Inc.
(OFF!!CIAL RECORD/
,; CITY SECRETARY
PIK WORTH, TX I
committee as a part of this effort. This effort is detailed in the Personal Service Agreement, City Contract
Number 41019.
Task II: Su000rt Evaluation Sessions for the AMI System Integrator:
The Consultant will continue supporting the proposal evaluations received as a result of the AMI RFQ with
the City of Fort Worth. A detailed proposal evaluation matrix will be developed and approved by the City for
all proposals received. Preparation and hosting of the evaluation committee will be a part of this effort
Specifically, this will include guided evaluation of the proposals, selection of the top four most qualified
proposals as well as coordination of the oral presentations (interview) process with the Fort Worth Advanced
Metering team.
Following the evaluation of the proposals, the Contractor shall schedule a work sessions with the City's
AMI Team and subject matter experts. The purpose of the sessions will be to present the
recommendation of a System Integrator as well as assist in preparing a presentation of the
recommendation to the AMI Program Manager and Fort Worth Water Department. All work sessions
and selection processes will be performed on site as designated by the FWWD.
City's Responsibilities
• Provide the Contractor with adequate work space throughout the engagement.
• Advising Contractor of City Purchasing Procedures.
• Assist in communication between Contractor and FWWD subject matter experts as needed.
2. TERM.
This Agreement shall commence upon the date it is completely executed ("Effective Date") and
shall expire on the on October 30, 2015, unless additional time is required for the Contractor to complete
AMI selection process or terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed $21,319.00 in accordance with the
provisions of this Agreement. The Contractor will invoice the City on a lump -sum basis after completion
of the work in the Scope of Work. Contractor 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 Contractor not specified by this
Agreement unless the City first approves such expenses in writing. Contractor agrees that it can provide
the services described in Section 1 for the not to exceed amount.
4. TERMINATION.
4.1. Written Notice.
The City or Contractor may terminate this Agreement at any time and for any reason
by providing the other party with fifteen (15) days written notice of termination. The City may
also issue notice of termination for Contractor s failure to perform in accordance with Section 1.
Contractor shall respond and correct any failure to perform five (5) business days of such
Professional Services Agreement — SL-serco, Inc.
notice of termination, otherwise the Agreement shall be terminated at the end of the 5th
business day.
4.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City period for any
payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall
terminate on the last day for which appropriations were received without penalty or expense to
the City of any kind whatsoever, except as to the portions of the payments herein agreed upon
for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Contractor for services actually rendered up to the effective date of termination and
Contractor 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.
Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any
existing or potential conflicts of interest related to Contractor s services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby
agrees immediately to make full disclosure to the City in writing. Contractor, 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. Contractor 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
Contractor shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Contractor involving transactions relating to this Contract
at no additional cost to the City Contractor agrees that the City shall have access during normal
working hours to all necessary Contractor 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
Contractor reasonable advance notice of intended audits.
Contractor 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
Professional Services Agreement -- SL-serco, Inc.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor 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, Contractor 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.
Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City,
its officers, agents servants and employees, and Contractor, its officers, agents, employees, servants,
contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Contractor.
8. LIABILITY AND INDEMNIFICATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSIONS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS
AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor 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 Contractor under which the assignee
agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor 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
Contractor referencing this Agreement under which the subcontractor shall agree to be bound by
the duties and obligations of the Contractor under this Agreement as such duties and obligations may
apply. The Contractor shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor 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
Professional Services Agreement — SL-serco, Inc.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 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 occurrence
$100,000 Property damage
(c)
Coverage shall be on any vehicle used by the Contractor, 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
Worker's Compensation
Statutory limits Employer's
liability
$100,000
$100,000
$500,000
Each accident/occurrence
Disease - per each employee
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 disease per
employee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to Professional
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 Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any work
pursuant to this Agreement. All policies except Workers' Compensation and
Professional Liability shall be endorsed to name the City as an additional insured
thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for
the benefit of the City of Fort Worth. The term City shall include its employees, officers,
Professional Services Agreement — SL-serco, Inc.
officials, agent, and volunteers in respect to the contracted services. Any failure on the part
of the City to request required insurance documentation shall not constitute a waiver of the
insurance requirement. A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Such terms shall be endorsed onto Contractor'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.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances rules
and regulations If the City notifies Contractor of any violation of such laws, ordinances, rules or
regulations Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Contractor, for itself its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein agrees that in the performance of Contractor'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 including Chapter 17, Article III of the Code of the City of Fort
Worth. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor its
personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to
assume such liability and to indemnify and defend the City and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party its agents, employees, servants
or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY:
of Fort Worth
Attn: Fernando Costa
1000 Throckmorton Street
Fort Worth TX 76102-6311
Facsimile (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
To CONTRACTOR: City
SL-serco, Inc.
Attn: Laurie Allen
2817 Anthony Lane S
Suite # 104
St. Anthony, MN 55418
Phone: 612-709-6107 or 912-618-4747
Fax: 612-782-9782
Neither the City nor Contractor 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.
Professional Services Agreement-- SL-serco, Inc.
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 Contractor 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
Contractor'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 Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires strikes, lockouts natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
21. AMENDMENTS / MODIFICATIONS / EXTENSIONS.
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.
22. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
Professional Services Agreement — SL-serco, Inc.
incorporated herein by reference, contains the entire understanding and agreement between the City
and Contractor, 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 in entering into this Agreement
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement — SL-serco, Inc.
Date:
IN WITNE S WHEREOF, the parties hereto have executed this Agreement in multiples this
Al 2015.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Jay Chapa
Assistant City Manager
3 Pi
APPROVAL RECOMMENDED:
J: n�Robert Carman
Water Director
Date: 3t 0/ Sr=a-
APPROVED AS TO FORM AND
LEGALITY:
IZ
Christa L'b n ez-Re ol��
P Y
Senior Assistant City Attorney
Date:
ATTEST:
By•
a Kay
City Secreta
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Date:
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M&C: Not Require
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SL-serco, Inc.
Laurie. llen, CFO
Date: LA �c1.(do tat IS
WITNESS:
By: ir
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Name: CoLc-GVc._ L. Rr#
Title: -tv-�
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OFFICIAL RECCEm 1
CITY SECRET'
FT. WORTH, TN I
Professional Services Agreement — SL-serco, Inc.
CAROLS LOIS ART
Notary Public
State of Minnesota
My Commission Expires
January 31, 2019