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HomeMy WebLinkAboutContract 14548 jEJARY AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES FOR NOL THE CITY OF FORT WORTH, TEXAS STATE OF TEXAS COUNTY OF TARRANT WHEREAS, the City of Fort Worth desires to enter into an agree- ment for improvement of the manner of record-keeping of fixed asset records, which shall include the installation and implementation of software for the proposed fixed asset system, and for completion of procedures for operating the fixed asset system; and WHEREAS, Arthur Andersen & Co. proposes to assist the City of Fort Worth in such installation and implementation of software for the fixed asset system, which should enhance the physical control and safeguarding of assets , assure completeness of insurance cover- ages, facilitate the planning of maintenance projects and asset replacement , improve the completeness of ratemaking studies concern- ing asset values and costs of water service, and improve the accuracy of financial statements; and WHEREAS , the City of Fort Worth and Arthur Andersen & Co. mutually desire to enter into an agreement whereby, for the below stated consideration , Arthur Andersen & Co. will perform such ser- vices as further detailed herein; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That for and in consideration of the mutual covenants, promises and agreements contained herein, the City of Fort Worth, hereinafter referred to as "City" , acting by and through Ruth Ann McKinney, its duly authorized Assistant City Manager, and Arthur Andersen & Co . , hereinafter referred to as "Consultant ," acting by and through Stephen R. Zimmer, its duly authorized Partner, do hereby covenant and agree as follows: City agrees to engage Consultant, and Consultant hereby agrees to -1>eerform the professional services as described in this agreement and all attachments hereto. 2. The overall scope and approach of the services to be rendered by Consultant are more fully set forth in Addendum. "A" a copy of A which is attached hereto and incorporated herein by reference for all purposes. Consultant shall perform its services in a profes- sional manner at all times. Based upon the services rendered as detailed in City Secretary Contract Nos. 13760 and 14154, Consultant shall assist City in the implementation of the permanent fixed asset system. Using software purchased under separate contract from an independent source , Consultant shall assist City in installing the software and implementing it for the special particularized needs of the City of Fort Worth . The implementation of the software shall define the functional requirements and reporting structure of the fixed asset system. Further, Consultant shall assist City in refin- ing and completing permanent procedures for operating the fixed asset system. Based upon such procedures , Consultant shall assist City in loading all data, as converted and placed in interim mechan- ical storage under City Secretary Contract Nos . 13760 and 14154, into the software thereby implementing the new permanent fixed asset system. Lastly, as a part of project management, Consultant shall assist City in training all City of Fort Worth personnel , including clerical staff, how to use the new fixed asset system and the new procedures required for operation thereof. Consultant shall commence, carry on and complete its work here- under with all practicable dispatch, in a sound , economical and efficient manner, in accordance with this agreement, its attachments and all applicable laws . In accomplishing its work, Consultant shall take such steps as are appropriate to insure that all work is prop- erly coordinated with related work being performed by City. Consultant represents that it has , or will , secure at its own expense all personnel required to perform Consultant' s services under this agreement . Such personnel shall not be employees of or under any contractual relationship with City. All of the services required hereunder will be performed by Consultant or under its supervision, and all personnel engaged in work by Consultant shall be fully qualified to perform such services. Julie F. Nelson, a Manager employed by Arthur Andersen & Co. , shall serve as project manager to coordinate activities hereunder between Consultant and city. 3. Changes. City may, from time to time, require changes in the scope of the services of Consultant to be performed hereunder. Any such changes, which are mutually agreed upon by and between City and Consultant, shall be incorporated in written amendment( s) to this agreement. Consultant shall have no obligation to commence work in connection with any change until the cost of said change and/or any scheduling delay caused by said change is agreed upon. 4. Services and Materials to be Furnished by the rlt+--,. City shall furnish Consultant with project team work space and all available necessary information , data and materlals pertinent to the execution of this agreement. City shall cooperate with Consultant in carrying out the work herein, and City shall provide adequate staff assistance-- as described below: �M_,9 A. Fixed Asset System - "Implementation Project" : one full-time project manager one full-time programmer three full-time user analysts one full-time technical analyst one part-time (50% ) technical analyst In addition, City will provide the necessary clerical and staff assistance required to accomplish this project and to provide training on the new system. 5 . Time of Performance. The services to be performed hereunder by Consultant shall be undertaken and completed in such sequence as to assure their expedi- tious completion and to best carry out the purposes of this agree- ment. All services required hereunder shall be completed by October 31 , 1985. Services as detailed herein began on or about May 15, 1985 . Neither party shall be liable for any delays or failure in performance due to causes beyond its control, but in no case shall the term of this agreement extend beyond one year from date of execution hereof. 6 . Compensation. Consultant shall present to City each month an invoice for its services performed in the previous month. Upon approval by City of the monthly invoice detailing the services rendered, City shall pay said statement within ten ( 10 ) working days. The sum total of all such payments shall not exceed One Hundred Forty Thousand Dollars ($140 ,000 ) for all services required under this agreement, including reimbursement for expenses incurred. Consultant agrees to complete the project and all services herein for said sum. The monthly in- voice to be submitted shall be presented with the detail shown on the sample invoice and in such format as shown in Addendum "B" , at- tached hereto and incorporated herein by reference for all purposes. 7 . Termination of Agreement. It is agreed that City may cancel or terminate this agreement at any time by written notice to Consultant with the understanding that, immediately upon the date of termination, all work hereunder of Consultant and its subcontractors and employees shall cease . In the event of such termination prior to completion of the work pro- vided for herein, City agrees to reimburse Consultant for the value of services actually performed prior to the date of said termina- tion, less any payments previously made. In no event shall any reim- bursements under this contract exceed the tot-al sum of one Hundred Forty Thousand Dollars ( S140 ,000 ) . 8 . Ownership of Work Product/Proprietary Rights. City shall be the owner of all work papers created in connec- tion with t agreement . Consultant shall deliver such work papers created in connection with this agreement to City upon completion or termination of this agreement; Consultant shall be entitled to retain a set of such work papers for its files. -3- City acknowledges that, in the course of Consultant' s perfor- manCe hereunder, Consultant may use products, materials or method- ologies proprietary to it. City agrees that it shall have or obtain no rights in such proprietary products, materials and methodologies except pursuant to a separate written base agreement executed by the parties. 9 . Information and Reports. Consultant shall, at such time and in such form as City may require , furnish periodic reports concerning the status of the pro- ject and such statements, certificates, approvals, and copies of proposed and executed plans, claims and other information relative to the project as may be requested by City. City shall require a detailed monthly status report to be furnished along with Consultant' s invoice for services rendered. The monthly status report shall be prepared in the format of Addendum "C" , attached hereto and incorporated herein by reference for all purposes. 10. Records and Audits Consultant shall -maintain complete and accurate records with respect to allowable costs incurred under this agreement . All such records shall be maintained on a generally-accepted accounting basis and shall be clearly identified and readily accessible . Consultant shall provide representatives of City or its appointees free access to such books and records, at all proper times, in order that they may examine and audit the same and make transcripts therefrom- as necessary to allow inspection of all work data, documents , proceed- ings and activities related to this agreement; such right of access and audit shall continue for a period of three (3 ) years from the date of final payment under this agreement® 11 . Notices. Any notices, bills, invoices or reports required by this agree- ment shall be conclusively determined to have been delivered at the time same is deposited in the United States mail , in a sealed enve- lope with sufficient postage attached , to the addresses listed below: City of Fort Worth Arthur Andersen & Co. ATTN: Kay W. Cecil ATTN: Stephen R. Zimmer Finance Department 801 Cherry Street 1000 Throckmorton Suite 1200 Fort Worth, Texas 76102 Fort Worth, Texas 76102 12. Liability Insurance. It shall be Consultant' s responsibility to see 1--hat all of the activities performed pursuant to the terms of this agreement are covered by public liability and automobile liability insurance in order teat the general public or any representative of City may have recourse against the responsible party for injuries or damages sus- -4- tained as a result of said contract operations. Consultant shall carry the liability insurance with companies acceptable to City and shall furnish Certificates of Insurance to City before any work is commenced, as proof that it has secured and paid for policies of public liability and automobile liability insurance covering all risks incident to or in connection with the execution, performance, attempted performance or non-performance of this agreement . The amounts of such insurance shall not be less than the maxi- mum liability which can be imposed on City under the laws of the State of Texas. At present , such amounts shall be as follows : Property damage, per occurrence $100 ,000 Bodily injury or death, per person $100,000 Bodily injury or death, per occurrence $300 ,000 with the understanding and agreement by Consultant that such insur- ance amounts shall be revised upward at City' s option and that Consultant shall revise such amounts within thirty ( 30 ) days follow- ing notice to Consultant of such requirements. Contractor' s failure to so revise shall constitute grounds for termination of this contract. 13. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Consultant shall have exclusive control of, and the exclusive right to control , the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant , its officers , agents, employees, contractors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant, its officers, agents, employees, contractors and subcontractors. 14. Indemnification. Consultant covenants and agrees to, and does hereby, indemnify and hold harmless and defend City, its officers and employees, from and against- any and all suits or claims for d&Tages or injuries, including death, to any and all persons or property, whether real or asserted, arising out of or in connection with any negligent act or omission on the part of Consultant , its officers, agents, servants, employees or subcontractors, and Consultant does hereby assume all liability and responsibility for injuries, claims or suits for damages to persons or property, of whatsoever kind or character, whether real or asserted , occurring during or arising out of the performance of this contract as a result of any negligent act or Omission on the part of Consultant , its officers , went s, servants, employees or subcontractors. -5- 15. Discrimination by Consultant. Consultant, in the execution, performance or attempted perfor- mance of this agreement , will not discriminate against any person or persons because of sex, race, religion, color or national origin, nor will Consultant permit its officers, agents, employees or sub- contractors to engage in such discrimination. This agreement is made and entered into with reference specif- ically to the ordinances codified at Chapter 13A, Article III ( "Discrimination in Employment Practices") , of the City Code of the City of Fort Worth , as amended , and Consultant hereby covenants and agrees that Consultant, its officers, agents, employees and subcon- tractors, have fully complied with all provisions of same and that no employee or employee-appl ic ant has been discriminated against by the terms of such ordinances by either Consultant , its officers , agents, employees or subcontractors. 16. Matters to be Disregarded. The titles of the several sections, subsections and paragraphs set forth in this agreement are inserted for convenience of refer- ence only and shall be disregarded in construing or interpreting any of the provisions of this agreement . 17 . Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance , attempted perfor- mance or non-performance of this agreement, venue for said action shall lie in Tarrant County, Texas . This agreement and any action in connection herewith shall be governed, construed and enforced by the laws of the State of Texas. 18. Severability. In case any one or more of the provisions contained in this agreement shall , for any reason , be held to be invalid , illegal or unenforceable in any respect, such invalidity, illegality or unen- forceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein . 1 19. Non-assi, nabilit .. Except as otherwise expressly provided herein, this agreement IS non-assignable, and any unauthorized purported assignment or delegation of any of Consultant' s rights or duties hereunder, with- Out the prior written consent of City, shall be void and constitute a breach of this agreement. This agreement- shall be binding upon the parties, their successors and assigns. -6- 20 . Non-waiver. The failure of City to insist upon the performance of any term or provision of this agreement or to exercise any right herein con- ferred shall not be construed as a waiver or relinquishment to any extent of City' s right to assert or rely upon any such term or right on any future occasion. 21 . Entirety of Agreement. This written instrument and all attachments incorporated herein by reference constitute the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous oral or written agreements which purport to vary from the terms hereof shall be void. IN WITNESS WHEREOF, the parties have executed this agreement on this , the day of _j\ 1985. ATTEST: CITY OF FORT WORTH y 'r Aq B : By: CIty Secretary U inn MdKinney Ir Assistant City Manager APPROVED AS TO FORM AND LEGALITY: City Attorney Date: ARTHUR ANDERSEN & CO. By:_Stephen R. 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H rJ its eC( O t11 ON t0 h t11 I h 1 1 H I H <T CH.7 i 1 1 I I N N t+} r-I M cn r-I co to C7t co C7 h tr) t11 cc N r1 m N h O Ln 1 t0 41 r-I r-{ N M ID t11 H cn h rl N t0 tD 1 a0 0 H o I i 1 ! 1 1 c©v N 1 N i p tD 1 t 1 H � H Q M N Ln Ot r-I CY) 111 to -It +-4 h t0 N h t O N r-{ r-I N 'z ow H H se p� ety' co tD h .t O h 1 Ln p H "�3 1 r-I I N 00 r-{ r-1 t0 N f M cn O tti c* ce t0 cn t N t11 Q+ M .7 CC I O H cn cln4 cn cn A W X H W to cx) A O u W t m Gr2 0 H .14 w H ym cn tea to A4 W A H W C3 H C9 44 W W >4 C> cn H H A' gA I H 1-i t Aw c!) t + gt z C9 to wW-2 ty-�t t C9 A H W 5 94 H H H H HH 0.4 > H r tC H C:l �t c 3 ad, ,3 8 R+ V H H H H H H r c H H H X H X Page I of 2 Addendum B Billing Format -------------------------------------------------------------------------- For the month ending Individual Fees Expenses Total (insert names of individuals) Secretarial and Allocation Cost Other Items (provide description) -------- ------------ --------- Total ,. as go a ! eR w Me t • t a tl1M " II W ♦ t�Mt !f �+e ^ ~ � + +� !1� �N � i to y •rf . . pp ►1 oil ! A v +: 14 + �" | f � \ , § E 2 � \ \ m � f 1 \ � , , | ! W , , , � / | | ' , | e \| C14 c , \ ƒ \ ƒ a , to / / -4T | , E-4 | , | � { | 0 1-4 � , m ' ¥ t . � 0 E-4 / \ 0 k tn R ° / to \ to / � � t � ¥ \ k » q g_ ¥ w ¥ g « Ila a 15 ei r _- Hi 1 2 .: City of Fort Worth, 'Texas Mayor and Council Communication DATE REFERENCE SUBJECT S: Fixed Asset Record Projects roject, PAGE 5/14/85 NUMBER **C-9019 Phase II - Software Installation lot 1 .background In October, 1984 (M&C C-867b) , the City Council approved consulting services for Phase II of the Fixed Assets Project. The services covered two of the three projects included in Phase 11 , Data Conversion of Enterprise & Internal Service Funds and Software Selection. The third project, Installation of the Software Package, is ready for implementation. Staff estimates the following resources will be required by City staff and the consultants to complete the third project in a timely manner: Estimated Work Days Installation of Fixed Asset Software Package 810 The estimated consulting fees will not exceed $140,000. Detailed work plans are available and will be provided upon request. Funds are available in Fund 01, Account No. 13-10-U0. This will be expended from Index Code 208645. Recommendation It is recommended that the City Manager be authorized to execute a contract with An to provide consulting services for the installation of rhe' Fi e Assets Software Package in an amount not to exceed $140,000. RAM:jcq THE hs'ITY f 1 D�SPOSITiON Sy COUNCL- I CF By PPOCESSED BY 0 APPROVED ORtG,NAT�NG 0 OTHER (DESCRIBE) Kay W. i DEPARTMENT HEAD: Cecill J CITY SECRCTAIPIt FOP A001rONAL INFOPffA t)D " CONTACT Cecil Ext. 8331 rDATE- L-