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HomeMy WebLinkAboutContract 44271 (2)CITY SECRETARY �J1 CONTRACT NO. JI"IZ1 STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT DENTON PARKER AND WISE CONTRACT FOR DEVELOPMENT AND MANAGEMENT SERVICES TO EVALUATE PUBLIC/PRIVATE PARTNERSHIPS FOR THE CITY OF FORT WORTH WATER DEPARTMENT This Contract is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas, hereinafter called "City," and EMA, Inc., a Jae• ,- corporation, duly authorized to do business in Texas, hereinafter called "Consultant", both parties acting herein by and through their duly authorized representatives: 1. Scone of Services. Consultant shall develop and manage a solicitation process to evaluate options for public/private partnerships involving the management and operation of the City's water and sewer utility. Consultant's services more fully described in Exhibit A "Scone of Services" attached and incorporated herein, shall include: • Task 1 - Prepare and Align Task Force and City Council and Provide Project Management • Task 2 - Develop and Issue Request for Letters of Intent • Task 3 - Evaluate Letters of Intent • Task 4 - Prepare Phase 2 Project Plan Recommendations and Final Report Any other task or service shall require a written amendment to this contract, which has been approved by the City Council. OFPICIAL RECORD CITY SECRETARY Rf'C ?M!IR1Phb, EMA Contract CRR030613 1 RECEIVED MAR 11 2013 2. Schedule and Term. The Consultant is authorized to begin work upon execution of this Contract as directed by the City The City shall issue a task order for each deliverable listed in Section 1 and shall describe the due date for each task in its order If the Consultant is delayed through no fault of its own, the City shall adjust the task order due date consistent with the number of days of delay. This Agreement shall terminate on the last date of the seventh month from which this Contract has been fully executed. 3. Compensation. a. The amount to be paid to Consultant for all services performed hereunder shall not exceed $328,622.00, hereinafter "Consultant's Fee." The Consultant's Fee shall include all expenses incurred by Consultant on an hourly and expense basis as set out in the fee schedule as Exhibit B attached and incorporated herein, in the accomplishment of Section 1, Scope of Services, above, including any additional copies of Consultant's assessment(s) requested by the City. b. It is understood that this Contract contemplates the provision of full and complete consulting services for this project, including any and all necessary changes or contingencies to complete the work as outlined in Section 1, for the fee described in this Section 3 a. Any service deemed necessary by the Consultant, but beyond the stated Scope of Services must be expressly authorized in writing by the City PRIOR to implementation of that service. 4. Data. All documents and data prepared or furnished by Consultant and Consultant'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 have the right to use and make EMA Contract CRR030613 2 and retain copies of such documents and data; however, Consultant does not warrant or represent such documents and data are appropriate for reuse on other projects by City or by others. 5. Termination. a. City may terminate this Contract at any time for any cause by notice in writing to Consultant. Upon the receipt of such notice, Consultant 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 6 a , the City shall pay Contractor for services actually performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by Consultant 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 Consultant of such occurrence and this Contract shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated and budgeted. c. Upon termination of this Contract for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Contract. 6. Indemnification. Consultant 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, EMA Contract CRR030613 3 including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the performance of the work or caused by the negligent act or omission of Consultant, its officers, agents, employees, or subcontractors. 7. Independent Contractor. Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant 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]oint venture between the City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 8. Disclosure of Conflicts. Consultant 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. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Contract. 9. 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 any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Contract. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in EMA Contract CRR030613 4 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 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 subcontractor involving transactions 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 workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. 10. 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. 11. 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. 12. 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, EMA Contract CRR030613 5 shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 13. Sole Agreement. This Agreement 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. 14. 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: DEPARTMENT OF WATER, CITY OF FORT WORTH FRANK CRUMB, DIRECTOR MOO THROCKMORTON STREET FORT WORTH, TEXAS 76102 CONSULTANT: Alai Gatesie yeg Pe tobi rave dye ag s'a / , 70 Ofixellitive EMA Contract CRR030613 6 AtiatteU4i9t4 •ti °0000 ib • ~ginorr 8 0 804 0 0 0 .0°3 00 N�aiy Kays , ,pity Seetary �, ,knee0�blantattetcsr EXECUTED on this, the '`day of 2013. CITY OF FORT WORTH EM Fernando Costa Assistant City Manager By: (t wW Its: ycateb, APPROVED AS TO FORM AND LEGALITY: kil Christa R."Reynolds Senior Assistant City Attorney Attest: • • ess`for 77r40 taitt N UllailiAL Mir? (S.:!;61,14tfiriftliiIr EMA Contract CRR030613 7 Exhibit A Detailed Scope of Services EMA Contract CRR030613 8 T FORTH PUBL I BACKGROUND ATER AND WASTEWATER DEPARTMENT PRIVA fE PARTNERSHIP INVESTIGATION The City is exploring opportunities to enter into a public private partnership (PPP) for the purpose of improving its financial position. The City intends to evaluate options such as a long term lease concession for its utility assets in return for an immediate infusion of needed capital while controlling costs and maintaining the current level of water and wastewater service. To aid in this process, the City Council will appoint an ad hoc task force of community and industry leaders (the Review Team). This team will advise the City Council about the City's options for utility management. Responsibilities will include: • Determine the feasibility and desirability of pursuing public private partnerships for the water and wastewater utility that may result in lower costs for utility customers and that will add value for city ratepayers, and our municipal government. • Identify alternatives for the management and operations of the water, wastewater, and reclaimed systems. • Assess the legal and fiscal implications of public private partnerships. • Provide the City Council with recommendations. The City will retain a professional management consulting firm (Consultant) with extensive utility industry experience to provide assistance and guidance to City Council and the Review Team. The Consultant will work with the Water and Wastewater Department (Department) and City leadership to educate the Review Team so that members are well prepared to represent stakeholders in accordance with the following guiding principles: • Ensure appropriate stewardship of community assets. • Provide guidance with respect to service level expectations and the community's unique interests with respect to public health, environmental protection, and the sustainability of public infrastructure and services. • Protect and further the financial interests of the City and its utility ratepayers. Fort Worth staff will be responsible for assembling candidates to serve on the Review Team. The Consultant will compile background information and case studies, facilitate development of consensus on program goals and objectives and identify business models that would address the goals and objectives The Consultant will develop methods for evaluating the costs and benefits of these program delivery models. The Consultant will also assist with the development and evaluation of a Request for Letter of Intent (RLI) the preparation and presentation of Review Team recommendations, and the implementation of those recommendations. This project is a multi -phase effort. The first phase includes education about issues and options, clarification of goals and objectives, identification of candidate business models, development of an RLI, and solicitation of letters of intent from prospective private organizations that have successful experience with the candidate business models. The RLI will require respondents to describe in appropriate detail their experience with water and wastewater public private partnerships, their experience with regulated water utilities, their management of capital deployment programs for large water utilities, and their history of o perational work in Texas and North Texas. The RLI will also require respondents to describe in appropriate detail the business model for a proposed public -private partnership with the Fort Worth Water Department that will add value for residential and commercial water consumers and o ur municipal government while maintaining the safe operation of water and wastewater facilities. The RLI will require respondents to define the overall impact of their proposed solution o n all stakeholders, including ratepayers, current Utility employees, regulatory agencies and the City. The City intends to evaluate the letters of intent to identify a short list of qualified respondents from whom full proposals will be solicited. If the RLI process yields an acceptable shortlist, the City intends to issue a request for proposals (RFP) for the provision of utility operations and maintenance functions at defined levels of service for the purpose of reducing long term costs and securing stable utility rates for customers. Respondents to the RFP will be required to offer firm fixed fees and upper limits on future rate increases for the provision of specific services. EMA, INC. DRAFT-- February 4, 2013 2 PROJECT OBJECTIVES Project objectives include: • Inform elected officials and the public about utility costs, services, and financial policies. • Solicit input from the private sector with respect to opportunities for public private partnerships to manage water and wastewater assets while maintaining current costs and levels of service. • Consider stakeholders' long term interests. Scenarios that may provide short term savings or one-time payments with the projection of future rate increases larger than those projected by the Department will not be considered viable. The outcomes of the first phase of the project will be: • Consensus on program goals and objectives. • List of business models that have the potential to address program goals and objectives. • A short list of potential public private partnership organizations that are capable of providing services within the domain of the potential business models and have the experience and financial capabilities to meet the City's financial goals, while maintaining existing levels of service and the condition and reliability of the utility's assets. • Recommendations and methods for pursuing the next phase of the program. S COPE Task 1 - Prepare and Align Review Team and City Council and Provide P roject Management The Consultant will develop brief case studies and summarized educational materials describing utility operations and financing, as well as the nature and purpose of various types of public private partnerships and their associated risks and benefits. The Consultant will then meet individually with the Mayor and each member of City Council to review the material and solicit input on program goals and objectives. The Consultant will organize and summarize the results of the interviews. The Consultant will also compile a list of alternative business models that may address Council goals and objectives as well as prospective methods for pursuing these models. The Consultant will distribute these materials to the Review Team and will then conduct a Review Team kickoff session. Topics of discussion wilt include: • Review of educational materials and issues driving the program requirements. EMA, INC. DRAFT — February 4, 2013 3 • Program goals and objectives. • Alternative delivery methods (business models) for addressing program goals and objectives. • Project domain (i.e., what is included in the project and what is not). Based on Review Team input during the kick-off session, the Consultant will prepare a project plan that documents Review Team consensus on the following: • Project methods and procedures to meet program objectives. • Specific roles and responsibilities of the Review Team City Council, Water and Wastewater Department personnel, City Procurement Department personnel, City Legal Department personnel, and the Consultant. • Project schedule and deliverables. The Consultant will then facilitate a Project Plan Review workshop to review and confirm this project plan. The Consultant and Utility staff will then present the project plan to City Council. The Consultant will maintain the project plan and detailed schedule. The Consultant will also provide the Department with monthly progress reports and will participate with Department personnel in up to five (5) project status presentations. Deliverables: • Project plan and monthly progress reports • Educational material on public private partnerships • Summary of interviews with Mayor and Council • Review Team Kick-off Session and Project Plan Review Workshop Task 2 - Develop and Issue Request for Letters of Intent The purpose of this task is to create a document suitable for requesting information and confirmation of interest from prospective PPP organizations The Consultant will work with Utility personnel to identify general service level categories and related data to be provided with the RLI. City personnel will then assemble the appropriate data. The Consultant will meet with City Legal and Procurement Department personnel to review program goals and objectives and to develop guidelines for the RLI solicitation. Based on input from Procurement and Legal staff the Consultant will prepare the RLI. The RLI will be composed of the following general sections: • Description of the project background, goals, and objectives. This section will include an overview of the proposal process subsequent to the RLI review. • Description of the Water and Wastewater assets and the City's Water and Wastewater organization. EMA, INC. DRAFT— February 4, 2013 4 • General categories and levels of service such as water quality standards, rate of water line replacement, etc. • Letter of Intent submission requirements, including minimum level of detail for proposed business models and the level of detail expected in the description and substantiation of benefits to stakeholders. • Letter of Intent evaluation criteria. The Consultant will review a draft RLI with City personnel and subsequently with the Review Team. Input from City staff and the Review Team will be incorporated into a final RLI document. The Consultant will also prepare a list of prospective vendors with contact information for City Procurement. The City will issue the RLI and conduct pre -submittal meetings as may be necessary. The Consultant will attend up to two (2) pre -submittal meetings. Deliverables: • List of prospective vendors • Draft and final RLI document Task 3 Evaluate Letters of Intent Consultant will review and summarize up to five (5) RLI responses. Responses will be reviewed and ranked in conjunction with the criteria defined in the previous task. Additionally the consultant will provide opinions on the business model concepts suggested in the RLI responses. These opinions will be developed as follows: • Review the actuarial assumptions and methods used to calculate the status of the City's pension fund and other General Fund obligations in light of any proposed monetization scenario or other strategies suggested by a potential PPP organization. • Prepare opinions of the impact on the City's General Fund and the long term impact on utility ratepayers resulting from suggested monetization or other strategies put forward by potential PPP organizations. • Delineate the risks associated with the suggested PPP business models. • Prepare recommendations for next steps. These recommendations may include moving forward with an RFP for PPP services associated with some or all of the Water and Wastewater Department, if one or more of the proposed business models are determined to be beneficial to stakeholders. EMA, INC. DRAFT— February 4, 2013 5 The Consultant will consolidate review comments from the RLI responses and will present recommendations to City Staff and the Review Team in separate workshops. Based on feedback from the workshops the Consultant may compile a short list of PPP organizations from whom proposals should be solicited, or if no RLI responses appear advantageous to stakeholders, the Consultant may compile a summary statement of these findings. These recommendations will be submitted in a memorandum fashion accompanied with individual Letter of Intent scoring results. Assumption: Task 3 includes evaluation of up to five RLI responses. If the City receives more than five responses, the City will authorize the use of an appropriate level of contingency funds to cover the additional evacuations. Deliverables: • • • • Draft and final short list of PPP organizations Memorandum defining scoring results Opinion of the conceptual financial proposals identified in the RLI responses as they relate to the City's goals Recommended next steps Task 4 Prepare Phase 2 Project Plan The intent of this task is to create a consensus as to the next steps forward. The Consultant will prepare a draft Phase 2 Project Plan that addresses the recommendations arising from the evaluation of the RLI responses. This plan may involve development of an RFP if it has been determined that this would be beneficial to the stakeholders. The Plan will be reviewed with Water and Wastewater Department management prior to presentation to the Review Team. The Consultant will conduct up to four (4) Review Team workshops to discuss and refine this plan and to prepare for broader communication of the plan Each workshop is envisioned to last between two (2) and four (4) hours. The Consultant will then conduct up to four (4) half -day stakeholder workshops covering the RLI process, results and recommendations. The Consultant will solicit input from City staff and interested stakeholders. The Consultant will consolidate this input, recommend refinements to the Phase 2 plan, and facilitate a final Phase 1 Review Team workshop to discuss stakeholder input and finalize the plan. The Consultant and Utility staff will then present the Phase 2 plan to City Council. Deliverables: • Presentations of RLI process, results and Consultant recommendations • Draft and Final Project Plan for the next phase of activities. EMA, INC. DRAFT — February 4, 2013 6 Task 5 — Contingency A 25% contingency is provided in the fee for work performed in addition to that described above. The City s Project Manager will authorize work performed against the contingency fees. Potential uses of contingency funding include, but are not limited to, additional RLI response reviews, additional meetings or presentations, and travel expenses for industry subject matter experts who may be invited to speak to the Review Team or City Council. EMA, INC. DRAFT — February 4, 2013 7 Exhibit B Compensation Schedule EMA Contract CRR030613 9 FORT 7 ORTH WATER AND WASTE , °x ATER DEPARTMENT PUBLIC PRIVATE PARTNERSHIP INVESTIGATION FEE SCHEDULE Labor will be billed based on the following hourly rates: Role Hourly Rate Principals $275 - $295 Senior Consultants $225 - $250 Analysts $150 - $200 Support $80 - $100 Expenses will be billed at the actual cost incurred with no mark-up. The following table presents estimates of task costs. The actual cost of labor and expenses on individual tasks may differ from these estimates. EMA will not exceed the total contract amount of $328,622 EMA will charge against the contingency budget only with the prior written authorization of the City's project manager. Task Estimated Cost TASK 1 - Prepare and Align Review Team and City Council and Provide Project Management TASK 2 — Develop and Issue Request for Letters of Intent TASK 3 — Evaluate Letters of Intent TASK 4 — Prepare Phase 2 Project Plan TASK 5 — Contingency $ $84,504 $ $64,826 $ $77,773 $ $35,795 $ $65,724 M&C Review DATE• COUNCIL ACTION: Approved on 3/5/2013 3/5/2013 REFERENCE NO.: C-26143 CODE: C SUBJECT: TYPE: LOG NAME' NON -CONSENT PUBLIC HEARING• Page 1 of 2 Official site of the City of Fort Worth, Texas 12T WORTH 60EMA STRATEGIC NO Authorize Execution of a Professional Services Agreement with EMA, Inc., in the Amount Not to Exceed $328,622.00 to Develop and Manage a Solicitation Process to Evaluate Options for Public/Private Partnerships Involving the Management and Operation of the City's Water and Sewer Utility (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a Professional Services Agreement with EMA, Inc., in the amount not to exceed $328,622.00 to develop and manage a solicitation process to evaluate options for public/private partnerships involving the management and operation of the City's water and sewer utility. DISCUSSION: In an effort to explore opportunities to optimize water and sewer services and potentially reduce the costs paid by rate -payers, the City Manager would like to investigate public/private partnership models that may serve to control costs while maintaining the current level of water and sewer service. The City will solicit letters of intent and, if warranted in future phases full proposals for the provision of utility management and operations. Respondents will be invited to recommend alternative contract arrangements that add value for city rate -payers and our municipal government, while maintaining the safe operation of water and wastewater facilities. The City Council is scheduled on March 5, 2013 to consider a Resolution appointing a Water Utility Task Force. This Task Force will be charged with evaluating the City's options for management and operation of the Utility and making recommendations to the City Council. This Agreement will provide the consultant services necessary to develop the solicitation and guide the Task Force through the process of evaluating the responses, including a review of the fiscal and legal implications of differing models. The Agreement will provide for the consultant to help the city develop a plan for next steps after the Task Force makes its recommendations EMA, Inc., (EMA) brings extensive utility industry experience to the process. In addition to its expertise in utility operations review, EMA completed a Utility performance assessment for the City of Fort Worth in 2010, providing valuable insight into the operations of the Utility. The 2010 assessment included a review of the utility's methods and cost of operation against the most productive utilities in the world, both public and private. The consultant will compile background information and case studies, facilitate development of consensus on program goals and objectives, and identify business models that would address stated goals and objectives. The consultant will develop methods for evaluating the costs and benefits of various program delivery models. Specific tasks include: Task 1 - Prepare and Align Task Force and City Council and Provide Project Management Task 2 - Develop and Issue Request for Letters of Intent Task 3 - Evaluate Letters of Intent Task 4 - Prepare Phase 2 Project Plan Recommendations and Final Report http://apps.cfwnet org/council_packet/mcieview. asp?ID=-- 1 8 1 1 4&councildate=3/5/2 01 3 9/4/2013 M&C Review Page 2 of 2 The project also includes funding for contingency for work performed in addition to that described above EMA proposes to complete this work with seven months from the date of execution of the Agreement. The not to exceed amount of the Agreement will be $328,622.00. M/WBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Water Department and approved by the M/WBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund TO Fund/Account/Centers FROM Fund/Account/Centers PE45 531200 0601000 $164.311.00 PE45 531200 0701000 $164,311.00 Submitted for Citv Manager's Office bv: Fernando Costa (6122) Originating Department Head: S. Frank Crumb (8207) Additional Information Contact: Kara Shuror (8819) ATTACHMENTS http://apps.cfwnet.org/councitpacket/mc_review.asp9ID=1 8 1 1 4 &couneildate=3/5/2 0 1 3 9/4/2013