HomeMy WebLinkAboutContract 57146 CSC No.57146
PROFESSIONAL SERVICES AGREEMENT FOR
A RESIDENTIAL WATER CUSTOMER LEAK STUDY
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,Parker,
Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City Manager,
and Alliance for Water Efficiency,a nonprofit organization duly authorized to do business in Texas("Consultant"),
executed by, its duly authorized President and CEO, each individually referred to as a "party" and collectively
referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Scope of Services
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.In the event
of any conflict between the documents,the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with Professional Services to participate in a study evaluate
water savings resulting from customer leak notifications generated by the City's Advanced Metering Infrastructure
(AMI) data and to quantify water savings resulting from customer leak detection programs and gain a better
understanding of the benefits related to leak notifications. Specifically,this research will isolate and quantify water
savings resulting from agency generated customer leak notifications, analyze water savings achieved via leak
notifications, identify specific program characteristics that help define customer leak criteria (gallons per day,
number of continuous days,etc.) and different types of notifications used and their effectiveness. Attached hereto
and incorporated for all purposes incident to this Agreement is Exhibit "A" Scope of Services, more specifically
describing the schedule of such study to be provided.
Consultant warrants that it will exercise reasonable skill, care and diligence in the performance of its
services and will carry out its responsibilities in accordance with customarily accepted professional practices and
applicable laws
2. TERM.
This Agreement shall begin on the date it is fully executed ("Effective Date") and shall expire in one
hundred and eighty(180)days unless terminated earlier in accordance with this Agreement("Initial Term").
3. COMPENSATION.
Total payment made under this Agreement shall be a lump sum of Twelve Thousand Dollars
($12,000.00)to participate in the study. Consultant shall not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless City first approves such expense in writing.
4. TERMINATION.
4.1. 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. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
4.2 Non-appropriation 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.
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
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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing
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 promptly to make full disclosure to the
City in writing upon its first knowledge of such conflict.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, except to the extent that such
disclosure is required by applicable law or court order and then only after prior notice to and consultation with 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
promptly if the security or integrity of any City information has been compromised or is believed to have been
compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall,until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement 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 at least five (5) business days' 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 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.
The audit rights conferred by this section shall not permit the City to access records related to the pricing of
fixed-price or lump sum amounts,the build-up of agreed rates or unit prices,or Consultant's estimating records.
7. 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.
8. LIABILITY AND INDEMNIFICATION.
A. Consultant shall comply with all applicable Environmental Requirements. Environmental
Requirements shall mean all applicable statutes, regulations, rules, plans, authorizations,
concessions, franchises, and similar items, as they are now or as they may later be amended, of all
governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the
United States, states, and political subdivisions thereof and all applicable judicial, administrative,
and regulatory decrees, judgments, and orders relating to the protection of human health or the
environment,including without limitation:
1. All requirements, including, but not limited to, those pertaining to reporting, licensing,
emissions, discharges, releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances, materials, or wastes whether solid,liquid,or
gaseous in nature,into the air,surface water, groundwater,storm water, or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants,or hazardous or toxic substances,materials, or wastes,
whether solid,liquid, or gaseous in nature; and
2. All requirements pertaining to the protection of the health and safety of employees or the
public.
B. CONSULTANT SHALL RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD
HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR
PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,ARISING OUT OF
THE WORK AND SERVICES TO BE PERFORMED HEREUNDER BY CONSULTANT, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
OR INVITEES, INCLUDING DAMAGES, LOSS, INJURY OR DEATH TO THE EXTENT
CAUSED BY ANY NEGLIGENT ERROR, OMISSION, DEFECT, OR DEFICIENCY IN THE
PERFORMANCE OF CONSULTANT'S SERVICES WITH THIS AGREEMENT.
CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING
REASONABLE NOTWITHSTANDING THE FOREGOING,CONSULTANT AGREES,TO THE
FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS,AGENTS AND EMPLOYEES AGAINST COSTS,DAMAGES,OR LOSSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM
CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR
PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF CONSULTANT , ITS OFFICERS, AGENTS, EMPLOYEES, OR
SUBCONTRACTORS IN THE PERFORMANCE OF BIOMONITROING SERVICES UNDER
THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR
INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR
RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT.
C. Environmental Indemnification. CONSULTANT DOES HEREBY RELEASE, INDEMNIFY,
REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL ENVIRONMENTAL
DAMAGES AND THE VIOLATION OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS
RESULTING FROM THE HANDLING, COLLECTION, TRANSPORTATION, STORAGE,
DISPOSAL, TREATMENT, RECOVERY, AND/OR REUSE, BY ANY PERSON, OF THE
MATERIAL UNDER THIS AGREEMENT, TO THE EXTENT SAID ENVIRONMENTAL
DAMAGES OR THE VIOLATION OF SAID ENVIRONMENTAL REQUIREMENTS WERE THE
RESULT OF ANY ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS, OR THE JOINT ACT OR OMISSION OF
CONSULTANT,ITS OFFICERS,AGENTS,EMPLOYEES,OR SUBCONTRACTORS AND ANY
OTHER PERSON OR ENTITY EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER.
9. WARRANTY
Consultant warrants that it understands the currently known hazards and suspected hazards which are
presented to persons, property and the environment by providing the services as referred to in the Consultant's
Scope of Services. Consultant further warrants that it will perform all services under this Agreement in a safe,
efficient and lawful manner using industry accepted practices,and in full compliance with all applicable State and
Federal laws governing its activities and is under no restraint or order which would prohibit performance of services
under this Agreement.
10. LICENSES,PERMITS AND FEES
Consultant agrees to obtain,pay for,and maintain all licenses,permits,certificates,inspections and all other
approvals and fees required by law or otherwise necessary to perform the services prescribed hereunder.
II. 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, and Consultant shall have no further liability or obligations under
the assigned portion of the Agreement.If the City grants consent to a subcontract,the Consultant shall require such
subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring
subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this
Agreement as such duties and obligations may apply to the subcontractor's scope of services.The Consultant shall
provide the City with a fully executed copy of any such subcontract upon request,with any financial and proprietary
information redacted.
12. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the following
coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement:
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.
13. 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 promptly desist from and correct the violation.
14. 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.
15. 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 The CITY: To CONSULTANT:
City of Fort Worth Alliance for Water Efficiency
Attn: Chris Harder,P.E. Attn: Ron Burke
FW Water Department Director
200 Texas Street 33 N. LaSalle St., Ste. 2275
Fort Worth TX 76102-6311 Chicago,I160602
Facsimile: (817) 392-8654 Facsimile: (773) 345-3636
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 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 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.
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 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 written instrument,which is executed by an authorized
representative and delivered on behalf of such party.
24. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by the
parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations set forth
in the City's Request for Proposals,Consultant's Proposal and revised cost. No agent of either party has authority
to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise
not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties.
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.
26. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg.,R.S., S.B. 13, §2,the City is prohibited from entering into a contract for goods or services
that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the company that it:
(1)does not boycott energy companies;and(2)will not boycott energy companies during the term of the contract.
The terms"boycott energy company" and "company"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and(2)will not boycott energy companies during the term of this Agreement.
27. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification from
the company that it: (1)does not have a practice,policy,guidance,or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have
the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th
Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement,Contractor certifies that Contractor's signature provides written verification to the City
that Contractor:(1)does not have a practice,policy,guidance,or directive that discriminates against a firearm entity
or firearm trade association; and(2)will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
This Professional Services Agreement shall be effective on the date executed by the City Secretary.
CITY OF FORT WORTH
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Dana Burghd off( eb 19,202212:57 CST)
Dana Burghdoff
Assistant City Manager
APPROVAL RECOMMENDED:
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Christopher Ffarder(Feb 14,202216:04 CST)
Chris Harder,P.E.
Water Department Director
APPROVED AS TO FORM AND LEGALITY:
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DBlack(Feb 19,202211:29 CST)
Douglass W.Black
Sr.Assistant City Attorney
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Jannette S.Goodall(Feb 21,2022 07:12 CST) L o0
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
ALLIANCE FOR WATER EFFICIENCY
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Ron Burke(Feb 14,202211:56 CST)
By: Ron Burke
Title: President and CEO
Date:
No M&C Required
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
Micah Reed(Feb ll,202211:49 CST)
By: Micah Reed
Title: Water Conservation Manager
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
EXHIBIT A
The Alliance for Water Efficiency is conducting a research project to look at water savings associated with agency
generated customer leak notifications empowered by Automated Metering Infrastructure(AMI)data. This research is
needed to better understand the benefits of AMI related to leak notifications and help identify best practices as
determined by the study. This research will include a literature review,and data analysis for five participating
utilities. The goal will be to isolate and quantify water savings resulting from customer leak notifications. In addition
to analyzing water savings achieved via leak notifications,methods for evaluating savings will be illustrated that other
water providers can employ. Different program characteristics will be identified and described as well. This may
include leakage thresholds)gallons per day and number of continuous days),notification type,and utility sponsored
site visits/repairs in addition to notification. If possible,results will be used to identify optimal program design based
on the various program characteristics and results among participating utilities. Limitations such as meter
performance, and dynamic issues such as leak reoccurrence and development of new leaks among customers will be
discussed.
In addition to the analysis,multiple methods for evaluating water savings of leak notification programs will be
described. This methods will include steps that can be replicated based on varying degrees of data
availability/program design.
Schedule of Deliveries
Obtain and analyze AMI data from participating utilities 3/31/2022
Literature review and research on AMI,including commercial/industrial sector 04/30/2022
Final report 05/31/2022