HomeMy WebLinkAboutContract 44595STATE OF TEXAS
COUNTIES OF TARRANT
DENTON AND WISE
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THIS AGREEMENT is inade and executed by and between the City of Fort Worth, Texas,
a inunicipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called the
"City", acting herein by and through Fernando Costa, its duly authorized Assistant City Manager,
and Lawrence P. Schooler, in his individual capacity, hereinafter called the "Consultant."
WHEREAS, the City desires to engage its water customers in a discussion of its limited
water supply resources, and exploration of water supply management opportunities; and
WHEREAS, the City desires to hire a professional lalowledgeable and experienced in
developing and facilitating public engagement activities; and
WHEREAS, the Consultant has represented that it is lcnowledgeable and experienced in
fulfilling the scope of seivices for this Contract.
NOW, THEREFORE, that for and in consideration of the inutual covenants and
agreements herein contained, the parties hereto do hereby covenant and agree as follows:
SECTION 1.
DEFINITIONS
In this Contract, the following words and plu•ases shall be defined as follows:
Cit_ 'v s Re�resentative means the Director of the Water Department or his designee.
Contract Docuinents means this contract and all other attachments.
Deliverable Document means a report, photograph, electronic file, or an invoice that shows the
completion of one of the work tasks and/or subtasks. Electronic files shall be in Word, Excel,
AutoCad, or similar software and shall be provided as requested by the City.
Notice to Proceed ineans the letter issued by the City that authorizes Consultant to begin work. It
also authorizes future invoices to be paid.
The City hereby contracts with the Consultant as an independent consultant, and the Consultant
hereby a�ees to perform the professional seivices set out herein in accordance with standard utility
rate-setting practices and policies.
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SECTION 2.
SCOPE OF SERVICES
Consultant hereby agrees to perform as an independent contractor the services set forth in the
Scope of Services attached hereto as Attaclunent "A". These services shall be performed in
connection with Public Involvement Assistance for Water Conservation Measures.
Additional services, if any, will be requested in writing by the City. City shall not pay for any
work perfoi-�ned by Consultant or its, 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 fiom oral orders of any person
SECTION 3.
TIME OF PERFORMANCE
Services of the Consultant shall commence upon execution of this Agreement. Unless otherwise
directed by the City and agieed to by the Consultant, the deliverables listed above shall be
concluded in final form acceptable to the City by August 15, 2013.
SECTION 4.
COMPENSATION TO THE CONSULTANT AND METHOD OF PAYMENT
As compensation for the services required to complete this Project in accordance with the tenns of
this Agreeinent, the City agrees to pay the Consultant on the basis of the hourly rates set forth in this
section an amount not-to-exceed $15,000. This amount shall constitute full and complete
compensation for the Consultant' s services under this Agreement, including all expenditures made
and expenses incun�ed by the Consultant in performing such seivices.
Such compensation shall be paid to the Consultant in monthly installlnents upon submission of
statements, together with supporting data indicating the progress of the woric and seivices
performed for the month immediately preceding. Invoices will be due upon receipt and payable
within thirty (30) days, subject to certification by the Director of the Water Department, or his
authorized representative, that such worlc has been performed and the expenses have been incurred.
Such certification shall not be uiueasonably withheld or delayed.
Reimbursable expenses are part of the Not-to-Exceed amount and include, but are not necessai-ily
limited to subcontractors expenses, travel, report production and other out-of-pocket expenses,
which shall be paid based upon actual cost, supported by such documentation as the City may
reasonably request.
SECTION 5.
PROFESSIONAL RESPONSIBILITY AND WARRANTY
Consultant shall perform services consistent with skill and care ordinarily exercised by other
professional consultants under similar circumstances at the time services are perfoi�ned, subject to
any limitations established by City as to degree of care, time or expense to be incurred or other
limitations of this A�eement. 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 �overning its activities and is under no
restraint or order which would prohibit performance of services under this A�eement.
SECTION 6.
ESTABLISHMENT AND MAINTENANCE OF RECORDS
Records shall be maintained by the Consultant at its place of business with respect to all matters
covered by this Agreement. Such records shall be maintained for a period of three (3) years after
receipt of final payment under this Agreement.
SECTION 7.
AUDITS AND INSPECTIONS
The Consultant agrees that the City shall, until the expiration of three (3) years after the final
payment under this Agreement have access to and the right to examine any directly pertinent boolcs,
docuinents, papers and records of the Consultant involving transactions relating to this Agreement.
The Consultant agrees that the City sha11 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.
The Consultant further a�•ees to include in all its subcontracts hereunder a provisions to the effect
that the subcontractor agrees that the City shall, until the expiration of three (3) years after the final
payment and directly pertinent boolcs, documents, papers and records of such subcontractor,
involving transactions to the subconhact, and further, that City shall have access during normal
worlcing hours to all subcontractor facilities, and shall be provided adequate and appropriate worlc
space, in order to conduct audits in compliance with the provisions of this article, and shall give
subcontractor reasonable advance notice of intended audits.
SECTION 8.
INDEMNITY
THE CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
THE CITY AND ITS OFFICIALS, AGENTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL THIRD PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS OF
ANY KIND BROUGHT AGAINST SAID PARTIES TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT, ERROR, OR OMISSION OF THE CONSULTANT OR ANYONE FOR
WHOM IT IS LEGALLY LIABLE IN THE PERFORMANCE OF SERVICES
HEREUNDER. THE CONSULTANT IS NOT REQUIRED HEREUNDER TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH AND ITS
OFFICIALS, AGENTS AND EMPLOYEES FROM LIABILITY RESULTING FROM THE
NEGLIGENCE OR WRONGFUL ACTS OF THE CITY OR ANY THIRD PARTY. THE
INDEMNITY REQUIRED HEREUNDER SHALL NOT BE LIMITED BY REASON OF
THE SPECIFICATION OF ANY PARTICULAR INSURANCE COVERAGE IN THIS
AGREEMENT.
SECTION 9.
COMPLIANCE WITH LAWS
In providing the scope of services outlined herein, the Consultant shall comply with all applicable
laws, ordinances, and codes of the Federal, State and local goverrunents.
Consultant certifies that on the day worlc is to commence under this Agreement and during the
duration of the A�reement, it shall have and maintain cu�7ent valid and appropriate federal and state
licenses and permits necessary for the provision of services under this Agreement.
Consultant also certifies that if it uses any subcontractor in the perfoi�rnance of this A�•eement, that
such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and pennits necessary for the provision of seivices under this Agreement.
SECTION 10.
NON-DISCRIMINATION
During the performance of this Contract, Consultant a�ees not to discriminate against any
empioyee or applicant for einployment because of race, religion, color, sex or national origin,
except where religion, sex or national. origin is a bona fide occupational qualification reasonably
necessary to the normal operation of the Consultant. Consultant agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the provisions of
the non-discrimination clause.
Consultant also agrees that in all solicitations or advertisements for employees placed by or on
behalf of this Contract, that Consultant is an equal opportunity employer.
Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation
shall be deemed sufficient for the purpose of ineeting the requirements of this section.
SECTION 11.
MODIFICATION
No modification of this Agreement shall be binding on Consultant or the City unless set out in
writing and signed by both parties. Modifications shall be in the same format as the final
specification showing the change or addition of a task, project schedule, deliverable document(s),
and schedule of paylnents.
SECTION 12.
PERSONNEL
The Consultant represents that it has, or will secure at its own expense, all personnel required in
performing all of the services required under this Agreement. Such personnel shall not be
employees of or have any contractual relationslvps with the City.
All the services required hereunder will be perfoi-�ned by the Consultant or under its supeivision and
all personnel engaged in the worlc shall be qualified and shall be authorized or permitted under state
and local law to perform such services.
The Consultant represents that the Consultant's Project Manager, is available to ensure completion
of the scope of services pursuant to this Agreement.
SECTION 13.
ASSIGNABILITY
Neither pai�ty hereto shall assign, sublet or transfer its interest herein without 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.
SECTION 14.
DEFAULT
Consultant shall not be deemed to be in default because of any failure to perform under this
A�eement, if the failure arises fiom causes beyond the control and without the fault or negligence
of Consultant. Such causes shall include acts of God, acts of the public enemy, acts of Goverrunent,
in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine i•estrictions, strilces,
freight embargoes, and unusualiy severe weather.
If Consultant fails to begin worlc herein provided for within the time specified above, or to complete
such worlc within the time specified above, within the true meaning of this Agreement, City shall
have the right to talce charge of and complete the worlc in such a manner as it may deem appropriate.
If City exceeds the costs detailed in the attached documents, City may deliver to Consultant a
written itemized statement of the total excess costs, and Consultant shall reimburse City for such
excess costs without delay.
If, at any time during the teim of this Contract, the worlc of Consultant fails to meet the
specifications of the Contract Documents, City may notify Consultant of the deficiency in writing.
Failure of Consultant to correct such deficiency and complete the work required under this
Agreelnent to the satisfaction of City within ten (10) days after wi-itten notification shall constitute
default, and shall result in termination of this Agreement. All costs and attorneys fees incurred by
City in the enforcement of any provision of fliis Agreement shall be paid by Consultant.
The reinedies provided for herein are in addition to any other reinedies available to City elsewhere
in this Agreement and by law.
SECTION 15.
TERMINATION OF CONVENIENCE OF CITY
The City inay tel�rninate this Agreement for its convenience at any tiine by giving at least ten (10)
days notice in writing to the Consultant. In the event of tei�rnination pursuant to this paragraph,
Consultant shall be entitled to receive payinent for all work completed or in progress, and for costs
reasonably incurred to close out its project seivices. Compensation is to include fees, expenses, and
liabilities to subcontractors or other third pa��ties. Consultant will make reasonable attempts to
cancel all such liabilities in order to initi�ate the cost to the City. If this Agreement is terininated
due to the fault of the Consultant, Section 14 hereof relative to termination shall apply.
SECTION 16.
INSURANCE
Consuitant shall inaintain at its own expense the following insurance:
Coimnercial General Liability (CGL)
$1,000,000 each occurrence
$1,000,000 aggregate liinit
2. Worlcers' Compensation
Statutory limits
Einployer's liability
$100,000 each accident/occurrence
$100,000 Disease - each employee
$500,000 Disease - policy limit
Automobile Liability
$1,000,000 each accident on a combined single limit basis
Split limits are acceptable if limits are at least:
$250,000 Bodily Injury per person /
$500,000 Bodily Injury per accident /
$100,000 Property Damage
4. Errors & Omissions (Professional Liability)
$1,000,000 per claim and aggregate
The certificate of insurance shall document the City of Foi-t Worth, its' Officers, Employees and
Volunteers as an "Additional Insured" on all liability policies. The additional insured
requirement does not apply to Workers' Compensation policies
The certificate of insurance shall provide thirty days (30) notice of cancellation or non-renewal.
Example: "This insurance shall not be canceled, limited in scope or coverage, cancelled
oi- non-renewed, until after thirty (30) days prior written notice has been given to the City
of Fort Worth.
The certificate shall be signed by an agent authorized to bond coverage on behalf of the insured,
be complete in its entirety, and show complete insurance carrier naines as listed in the cunent
A.M. Best Property & Casualty Guide
All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City of
Fort Worth.
The insurers for all policies inust be licensed and/or approved to do business in the State of
Texas. Except for workers' compensation, all insurers must have a minimum rating of A-: VII in
the current A. M. Best ICey Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of Rislc Management. If the rating is below that required, written
approval of Risk Management is required.
If insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall foliow form of the
primary coverage.
Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If
coverage is underwritten on a claiins-inade basis, the retroactive date shall be coincident with or
prior to the date of the contractual agreement and the cei�tificate of insurance shall state that the
coverage is claims-made and the retroactive date. The insurance coverage shall be maintained
for the duration of the contractual agreement and for two (2) years following completion of the
service provided under the contractual agreement or for the warranty period, whichever is longer.
An annual certificate of insurance submitted to the City shall evidence such insurance coverage.
Policies shall have no exclusions by endorsements, which nullify the required lines of coverage,
nor decrease the limits of said coverages unless such endorsements are approved in writing by
the City. In the event a contract has been bid or executed and the exclusions are determined to be
unacceptable or the City desires additional insurance coverage, and the City desires the
Consultant/engineer to obtain such coverage, the contract price shall be adjusted by the cost of
the premium for such additional coverage plus ten (10%.)
Certificates of Insurance shall be furnished to the City upon the request of the City.
SECTION 17.
SEVERABILITY
If any portion of this Contract is held to be void, invalid, or otherwise unenforceable, in whole or
part, the remaining po��tions of this Contract shall remain in effect.
SECTION 18.
VENUE
Should any action, whether real or asserted, at law or in equity, arise out of the terms of this
Contract, venue for said action shall be in Tarrant County, Texas.
SECTION 19.
AGREEMENT AMENDMENT
This Contract and all attachments represents the entire understanding between the City and the
Consultant in respect to the Project, supersedes any and all prior written or oral negotiations of
agreements between the parties, and may only be modified in writing si�ied by both parties.
SECTION 20.
NOTICES
All written notices to the respective parties shall be sent by registered mail and be addressed as
follows:
CITY OF FORT WORTH
Mr. Frank Crumb, P.E.
Water Department Director
City of Fort Worth
1000 Tluocicmorton
Fort Worth, Texas 76102
CONSULTANT
Lawrence Paul Schooler
404 Rio Grande St. #133
Austin, TX 78701
SECTION 21.
CAPTIONS
The captions of this Contract are for infoi-�national purposes only and shall not in any way affect the
substantive terms and conditions of the Contract.
SECTION 22.
CONFLICTS
This Contract is the sole agreement between the City and the Consultant and any and all other prior
agreements, whether oral or written, are merged into this Contract and of no further force or effect.
EXECUTED on this, the � 11"�-- day of June, 2013.
L�wrence P. Schooler
,
Lawrence P. Schooler
,�- City of Fort Worth, TeYas:
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Feinando Costa
Assistant City Manager
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Date
Witness
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Date
Approval Recorrunended
Frai�lc Crumb, P.E., Directot•
Fort Worth Water Department
APPROVED AS TO FORM AND
LEGALITY:
�.
Christa R. eynolds
Sr. Assistant City Attoiney
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ATTEST: ,\ �
Mary Kayser
City Secret��
Date
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ATTACHMENT A
Scope of Services
The following is the scope of services to conduct public engagement activities regarding water
conservation measures, including twice per week watering, working with the City of Fort Worth
staff.
1. lawrence P. Schooler will provide a review of the current process
a. Review plans the City of Fort Worth has already developed or drafted for
engagement
b. Offer suggestions and revisions as needed
2. lawrence P. Schooler will provide assistance with current meetings
a. Develop and provide training either in person or virtually to facilitators
b. Function as an overall event facilitator/host/moderator to help the event ga
smoothly
c. Assist with event design, configuring exercises and technology tools
d. Collection of materials, tracking, summarizing, and reporting public input
e. lead and teach methods of tracking, summarizing and reporting of the data
f. Strategy, status and follow up calls, correspondences and meetings
g. Provide and educate the local team on leading edge technology tools
h. Travel expenses included for one three-day trip and one single-day on-site trip
3. lawrence P. Schooler will provide assistance with Televised Town Hall meeting
a. Designing of the event
b. Function as "Executive Producer" for the event
c. Coordinate with FWTV and other technology (telephone line, text message polling,
etc.)
d. Hosting of the event to keep things on track, etc.
e. Tracking, summarizing, and reporting input received during the event
4. Lawrence P. Schooler will provide analysis & recommendations
a. Receive and report results of surveys to include full, unabridged report of all input
rece ived
b. Summary and analysis of data
c. Recommendations & next steps
ATTACHMENT B
Fee �chedule
Lawrence P. Schooler
1. Review of Current Process - estimated cost -$2,000.00 (fee waived for first time Client)
2. Assistance with Current Meetings - estimated cost -$8,000.00
3. Televised Town Hail Meetings - estimated cost -$4,500.00
4. Analysis 8� Recommendations - estimated cost -$2,500.00
5. Totai Not to Exceed $15,00.00
<.�"'`�
Mills, Stephanie
From: Gugliuzza, Mary
Sent: Friday, June 28, 2013 12:33 PM
To: Mills, Stephanie
Subject: RE: Contract Question
I`m told it is not required as long as Fernando signs it. Fernando's is the required signature.
Mary L. Gugliuzza
Media Relations/Communications Coordinator
Fort Worth Water Department
817-392-8253
Cell: 817-991-8403
From: Mills, Stephanie
Sent: Friday, June 28, 2013 10:08 AM
To: Gugliuzza, Mary
Subject: Contract Question
Good morning!
I received a Professional Services Agreement with Lawrence P. Schooler this morning. On the signature page, it has a
place for Frank Crumb's signature, but none of the copies are signed by him. Is his signature required? If so, then please
pick up and route for his signature.
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