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HomeMy WebLinkAboutContract 38887 (-N 'ITY SECRETARY CONTRACT NO. STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY of TAR RANT THIS AGREEMENT, entered into the OC9� day of HJULY 2009 by and between the City of Fort worth, a home-rule municipal corporation of Tarrant, Denton, Parker, and wise Counties, Texas "City" acting herein by and through T.M. Higgins, its duly authorized Assistant City Manager and Jacobs Consultancy., an independent contractor, acting by and through Mark Lunsford, its duly authorized Managing Director, hereinafter called ""Consultant' City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WI `Ix N E S S E T H That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE 1 SERVICES Section 1. Consultancy agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment " These services shall be performed in connection with the Aviation Study for the Aviation Department "project" . Section 2. Additional services, if any, will be requested in writing by the City. City shall not pair for any work performed by Consultant or its suconsult ants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. ARTICLE COMPENSATION Consultant shall be compensated a lump sum fee in the amount of`'96,000 in accordance with Attachment "A'#. Payment ent shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty 30 days of the uncontested performance o the particular services so ordered and receipt by City of c'onsultant's invoice for payment of Sarre. 0 t FFICIJIL RECORD 07-24-09 P = I CITY SECRETARY W ORTH,TX Acceptance by Consultant of 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 TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one year beginning upon the date of its execution, or until the completion of the subject matter contemplated ]Herein, whichever occurs first. ARTICLE INDEPENDENT CONTRACTOR Consultant shall operate 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 and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctn'ne of respendeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing shall be construed as creating a partnership or joint venture between City and Consultant. ARTICLE PROFESSIONAL COM ETENCE 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 local, state and national boards, bureaus and agencies. Approval 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. In this connection, Consultant 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 lass 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 subcontractors, and all other persons performing work incident to this Agreement which may rise out of or be connected, directly or indirectly, with performance of this Agreement. Consultant shall likewise indemnify, and hale 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, employees or subcontractors. . ARTICLE INSURANCE Section I. Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor 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 su consultant as an additional insured under its liability policies. Con--nercial General Liability I1000,000 each occurrence 1,000,000 aureate Automobile Liability S1,000,000 each accident or reasonably equivalent limits of coverage if written on split limits basis). Coverage shall be on any vehicle used ire 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 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 . hall be endorsed as an additional insured on Consultant's insurance policies. . Certificates of insurance shall be delivered to the City of Fort Worth, Attention: ridette Garrett, Sunset Review Director, 1000 Thrlmrton Street, Fort Worth, TX 76102,prior to commencement of work. c. Any failure on pant of the City to request required insurance documentation shall not constitute a waiver of the specified insurance requirements. d. Each insurance policy shall he endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material charge in Policy terms or coverage. A ten day notice shall be acceptable in the event of non-payT ent of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of : VII or equivalent measure of financial strength and solvency. 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 ity 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 lass. . Consultant's liability shall not be limited to the specified amounts of insurance required herein. 1. Upon the request of it s, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE " 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 TERMINATION OF CONTRACT Section 1. City may tenninate this Agreement for its convenience on 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 nonperformance with 5 days of written notice and diligently complete the correction thereafter Section . 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 based upon calculations in Article 2 of this Agreement and Exhibit" " attached hereto and incorporated herein. 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 tennination or expiration of this Agreement. ARTICLE RIGHT To AUDIT (a) Consultant agrees that the City shall, until the expiration of three years after final payment under this Agreement, have access to and the right to examine any directly pertinent hoofs, 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 order 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 }rears 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 subconsultant 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 Adrnirnistrative Code in effect as of the time copying is performed. ARTICLE 10 MINORITY AND WOMAN BUSINESS ENTERPRISE (MfWBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises "M/w " in City contracts. Consultant acknowledges the MiWBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three gears. ARTICLE 11 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 g veining 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 hales 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, lain, ordinance, or regulation, whether it be by itself or its employees. ARTICLE 1 VENUE AND JURISDICTION f f any action, whether read or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall fie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. AR'T'ICLE 1 CONTRACT CONSTRUCTION The Parties acknowledge that each party arid, 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 e resolved against the drafting party must not be employed in the inteMretation of this Agreement or any amendments or exhibits hereto. ARTICLE 1 S vE A ILIT 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 ever 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 net be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. ARTICLE 15 NOTICES Notices to be provided hereunder shall be sufficient if forwarded to the other Warty 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: Bridgette Garrett, Sunset Review Director 1000 Throckmorton Street Fort worth, Texas 76102 Consultant Jacobs Consultancy Attn: Bark Lens `ord 855 Airport Boulevard, Suite 300 Burlingame, California 94010 ARTICLE 1 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 17 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: CONSULTANT: Jacobs Consultancy Pk T.M. Higgins Mark Lun4P4_'----' Assistant City Manager Managing Director RECOMMENDED: ALI Bridgette Garrett Sunset Review Director APPROVED AS TO FORM AND LEGALITY: C arlene Sanders Assistant City Attorney ATTEST: Marty Hendrix City Secretary Date Authorization: M& � OFFICaAL RECORD RETARY FT WORTH,TX " = OBS r CONSULTANCY SECTION II — APPROACH To deliver the objectives set for this assignment by the City,Jacobs Consultancy provides expertise and experience in all the key areas requested by the City (shown below). Consistent with our experience, we believe that the Evaluation and Assessment should he directly linked to the Airports' current financial condition and City objectives. 1. Conduct Initial Meeting rid Determine City Objectives Developing a clear and common understanding of strategic goals and specific business objectives is central to developing a successful business strategy. We would understand City financial objectives regarding the Airports, which could include but would not be limited to: 1. Cost containment and expense reduction. 2. Airport marketing and business development. 3. Lease management and enhancement of revenues, including opportunities to maximize rates, fees and charges. 4. Management and implementation of capital expenditures (cape x). We would also conduct the following key tasks: • Collect benchmark and operational data Study airport operations and review City information for a SNOT analysis: goals, challenges, organizational charts, operating procedures, and financial records Assess competitive market environment and challenges 2. Airport Financial Assessment and Objectives We would revie w the Airports' historical financial data and interview Airport management regarding historical,budgeted and projected revenue and expenses at the Airports, including focus on key revenue drivers e.g.,hangar development, lease rates) and cost issues,including staffing and maintenance levels. 3. Airport Benchm rkin We would analyze operational and maintenance functions to identify opportunities for performance improvement. As part of this task we rind: Identify and confirm similar organizations and competitive environments to be included in the benchmark analysis FIF 5oo �� BS CONSULTANCY 0 Collate benchmarking information using Jacobs Consultancy databases, y published information, and original research • Identify and evaluate best practices among benchmark rou including u g organization structure,, staffing levels, operations management, and financial performance 4. Organization and Performance Evaluation In evaluating performance we would identify key business performance measures (BPMs), and highlight airport performance on those measures versus industry averages and best practice, In each case, we would highlight key industry trends, hover the trends may impact operations at the Airports (including the potential impact on City finances), and identify hover the City is positioned to respond to those trends. Specific tasks would include: • Identify key business performance measures and highlight performance on these measures versus industry averages and best practices • Identify a series of short and longer teen options for process reengineering and performance improvement • Identify potential future risks and identification of opportunities for improvement 5. Meetings with Task Force As a part of Tasks 1 through 4,we would meet with a Blue Ribbon Task Force to gain further insight into the operation and activities of the Airports. The Blue Ribbon Task Force will consist of members of the Aviation Advisory Board, airport tenants,users and other interested persons. we expect that there would likely need to be two meetings with the task force, before making any r ecom mendations to the city. 6. Business Strategy Development We have assumed that the business development portion of this assignment is not intended to result in the preparation of a complete Strategic Business Plan for the two airports. It will,however, serve to highlight the environment (both local and industry-wide) in which the Airports operate, identify the key strategic issues that should be evaluated, and investi "COBSM �-�mow CONSULTANCY In this context, the City needs a business strategy to: • Define a coordinated,phased, flexible, and affordable vision for the two Airports,, consistent with achieving its position in the local market. • Provide a framework for resolving competing demands for funding,land, and development resources. Clearly establish priorities and specific actions necessary to achieve the City"City"s vision for the Airports. • Synchronize efforts within the City organization to ensure that all management and staff are working to achieve a common plan. Provide an ongoing framework and process for high-level decision-making necessary to manage achievement of the City's mission for the Airports in a changing environment. We would develop a business strategy report that would include the following areas: • Review ie of current General Aviation market and prospects Assess relative business performance and practices at the Airports • Identify opportunities for new business development Confirm key business performance rnea re on which the business development strategy would be assessed Establish a strategic plan setting business goals and objectives for the Airports and establish parameters that allow the future development of detailed action plans. FFWS00 M&C Review Page t of 2 I•,1,(2,J 01 ar—y o ort�Vort_h, Fesxas CITY COUNCIL AGENDA FORTIVORT11 .�:'-�4f�+��xI�lSL 1�d�3' '�*1+V•:►5 .f: : ,.x...K �x r 9 - r- s o.< . t^Y..7+- .7. hr...�-.., .. *_ x� k.. . w. COUNCIL ACTION: Approved ors 511912009 DATE, 511912009 REFERENCE NO.: **C-23524 LOG NAME: 55AIRPORTS MGMT CODE. C TYPE. CONSENT PUBLIC N HEARING: SUBJECT: Authorize the Execution of a Professional Services Agreement with Jacobs Consultancy in an Amount up to $81,000.00 to Conduct a Management and Operations Audit of the Aviation Department of the City} of Fort Worth RECOMMENDATION: it is recommended that the City Council authorize the City Manager er t execute a Professional Services Agreement with Jacobs Consultancy in an amount up to 1, . o to conduct a Management ement end Operations Audit of the Aviation Department of the City of Fort Worth. DISCUSSION: : The City of Fort Worth requested Statements of Qualifications from four consultants to examine the management and operations of the Aviation Department of the City of Fort Worth. Of the four submittals, Jacobs Consultancy was selected. Jacobs Consultancy has the comprehensive combination of skills necessary to assist the City of Fort Worth in the examination of the Aviation Department. Jacobs Consultancy will perform an examination of management and operations including staffing issues, conduct ar Strengths, Weaknesses, Opportunities and Threats (SWOT) analysis, conduct operational and performance ben hmarkin , examine expenses and revenues, examine the aviation market, examine performance enhancement opportunities, and other similar means of examination. The work of Jacobs Consultancy gill be done in cooperation with a Blue Ribbon Task Force established by the City Manager. The completed Management ent and Operations Audit of the Aviation Department, with its findings, will be presented to the City Manager, City Council and Aviation Advisory Board. It is anticipated that the findings will be available by July 2009. It is intended that recommendations will begin to be incorporated into the Fiscal Year 2010 proposed budget. NVBB -A waiver of the goal for M/WBE subcontracting requirements was requested by the Aviation Department and approved by the MfWBE Office because the purchase of goods or services is from sources There 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 Municipal Airports Fund, TO Fund/Account/Centers FROM Fund/Account/Centers PE40 531 200 0551 000 $81,000.00 Submitted for City Manager's Office by: Carl Smart (6525) http: www.f rtwo rth v. r unoff[__p c t/mc-_rear i r,a p" 1 =11 496&e unej N at = l 009 7/20/2009