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HomeMy WebLinkAboutContract 45413 (2)CITY SECRETARY coNTRAcT NO. 4JL3 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a Texas home rule municipal corporation, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and CP&Y Inc. ("Consultant or CP&Y"), a Fort Worth based Corporation and acting by and through Michael F. Graves, its duly authorized Contracts Administrator. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional services to assist the City with evaluation and selection of Consolidated Video Security System (CVSS) that will enable the City to share video among inter -City departments and external entities. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Services, more specifically describing the services to be provided hereunder. 2. PROFESSIONAL SERVICES AGREEMENT Due to this Agreement not being entered into in accordance with a cooperative purchasing agreement, this section is deleted by agreement of the parties. 3. TERM. This Contract shall be effective as of the date written on the notice to proceed issued by the City and shall end upon final payment by the City, unless terminated earlier in accordance with the provisions of this Agreement. 4. COMPENSATION. The City shall pay Consultant a fixed fee of $35,000.00 ("Fee'') for all services performed in accordance with the provisions of this Agreement. The Fee shall constitute full compensation for all services performed and materials furnished by Consultant under this Agreement, inclusive of incidental costs and all travel expenses. After Consultant performs all services detailed in Exhibit "A", Scope of Services, Consultant shall send City an invoice for the Fee. Within 30 business days after receipt by City of the invoice from Consultant, City shall pay Consultant the Fee. If City disputes any portion of the invoice, the undisputed portion will be paid and Consultant will be notified in writing within ten (10) days of receipt of the invoice of the exception taken. Consultant and City will attempt to resolve the payment dispute within thirty (30) days. Prior to the initiation of any legal action or proceeding under this Agreement, the parties shall make a good faith effort to resolve any such disputes by negotiations between their respective representatives having decision -making power. If the dispute cannot be resolved by such respective representatives having decision -making power, then either party may initiate formal proceedings. 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. Agreement between City and CP&Y Inc. for CVSS Review Page 1 of 10 UtRli©11811-3 ECORW'i riTrif SECRET/AY } jn RECEIVEIJ MAR 0 2014 5. TERMINATION. 5.1. 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. 5.2 Non-aunronriation 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. 5.3 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 6. 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, 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 or integrity of any City information has been compromised or is believed to have been compromised. 7. RIGHT TO AUDIT. Consultant 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 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 Agreement between City and CP&Y Inc for CVSS Review Page 2 of 10 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. 8. 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 9. LIABILITY AND INDEMNIFICATION. CONSULTANT 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 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 (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 10. 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. 11. INSURANCE. Agreement between City and CP&Y Inc. for CVSS Review Page 3 of 10 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: 11.1 Coverage and Limits (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 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 EmployersLiability 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. 11.2 Certificates. Agreement between City and CP&Y Inc. for CVSS Review Page 4 of 10 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 and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All pohcies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. 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 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. 12. 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 13. 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 and defend the City and hold the City harmless from such claim. 14. 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth Attn Charles Daniels 1000 Throckmorton Fort Worth TX 76102-6311 Agreement between City and CP&Y Inc for CVSS Review Page 5 of 10 To CONSULTANT: CP&Y Inc Attn: Michael F. Graves, PE 115 West 7th Street Fort Worth, TX 76102 With a copy to: City of Fort Worth Attn: City Attorney 1000 Throckmorton Fort Worth, TX 76102 15. 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. This restriction shall not apply to any individual employed by the other who voluntarily seeks employment with the other party on their own initiative or in response to employment advertisements in the newspapers trade pubhcations or other public commercial media or as an unsolicited walk-in candidate. 16. 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. 17. NO WAIVER. The failure of the City or Consultant to insist upon the perfoiinance 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 18. 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 19. 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. 20. 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. Agreement between City and CP&Y Inc for CVSS Review Page 6 of 10 21. 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. 22. REVIEW OF COUNSEL. The parties acknowledge that each party and, if desired, 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. 23. 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 wntten instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. ENTIRETY OF AGREEMENT. This Agreement, including the 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 pnor or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 25. 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] Agreement between City and CP&Y Inc for CVSS Review Page 7 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement to assist the City with evaluation and selection of a Consolidated Video Security System. CITY OF FORT WORTH: B Assistant City Manager Date: 05. . APPROVED AS TO FO LEGALITY: By: Xssistant City Attorney!' Am( /AlatkiAr CONTRACT AUTHORIZATION: M&C: u v Date Approvedt Agreement between City and CP&Y Inc. for CVSS Review Page 8 of 10 CP&Y Inc. By: Name: David Hays Title: CFO/Principal Date: /Zee /ge ,4-• ATTEST: BY: /4,, // G � ./ OFFICIAL RECORD CITY SECRETARY I, FT. WORTH, TX EXHIBIT A Office of Emergency Management City of Fort Worth, Texas Scope of Work for Engineering Services Consolidated Video Security System Proof of Concept & Selection July 17, 2013 I. General The general scope of the overall service is to assist the City of Fort Worth (CoFW) in evaluating and selecting a Consolidated Video Security System (CVSS) to meet their needs by selecting a product that will enable them to share video among departments and between cities and non -city agencies. Capture CoFW desire requirements and needs via interviews and phone conferences. Develop a preliminary list of CVSS products. Conduct evaluations on the CVSS's and submit recommendation to the City. Assist in procuring an outside private security feed for Proof of Concept (POC). Assist in the POC and selection of the awarded CVSS. II. Basic Services Task 1.0 — Develop a list of Vendors to recommend to the City for selection 1. Contact and setup meetings with vendors to preview their product. 2. Assemble a list of advantages and disadvantages for each vendor and provide that list to the city with our recommendations Task 2.0 — Coordination with outside private security connection 1. Identify a list of outside agencies that could be used during the POC phase. 2. Define difficulties for connecting to each agency and recommend the least critical path for the POC phase. 3. Assist in development of a Memorandum of Understanding (MOU) template for connecting to outside entities. 4. Work with the selected vendor's and outside agencies during the POC phase. Task 3.0 — Develop plan for the POC and evaluation of selected vendor's 1. Work with City's IT department to ensure network will allow for outside connection during POC phase. 2. Provide overview and guidance for selected vendors on evaluation criteria metrics for the POC. 3. Evaluate vendors during POC. 4. Submit recommendations to the City and assist them during the selection phase. 5. Provide RFP support. 2 EXHIBIT B Office of Emergency Management City of Fort Worth, Texas Compensation for Engineering Services for Consolidated Video Security System Proof of Concept & Selection July 17, 2013 I. Basic Engineering Services For engineering services under Exhibit A, CoFW shall pay CP&Y Time and Material (T&M) for each of the tasks listed below. Method of payment is indicated next to each Task Order sub item. Payment for T&M will be as outlined below. Total Contract Amount Not to Exceed is: $ 35,000 Position Rate Principal Project Manager Deputy Project Manager Administration $274 $155 $104 $85 Task 1.0 - Develop a list of Vendors to recommend to the City for selection 1. Vendor Selection (T&M, not to exceed) Task 1.0 Total Task 2.0 - Coordination with outside private security connection 1. Coordination Efforts (T&M, not to exceed) Task 2.0 Total Task 3.0 - Develop plan for the POC and evaluation of selected vendor's 1. Coordination with City IT (T&M, not to exceed) 2. Vendor Assistance (T&M, not to exceed) 3. POC Evaluation (T&M, not to exceed) 4. RFP support Total Project Task 2.0 Total 3 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 4,000 $ 10,000 $ 10,000 $ 1,000 $ 25,000 $35,000