Loading...
HomeMy WebLinkAboutContract 64133City Secretary Contract No. _64_1_3_3 ___ _ FORT WORTH® PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Gershman, Brickner & Bratton, Inc., a Maryland corporation, ("Consultant"), each individually referred to as a "party" and collectively referred to as the "parties." 1.Scope of Services. Consultant hereby agrees to conduct a comprehensive financial analysis of the City's current residential solid waste vendor ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2.Term. This Agreement will begin on the date signed by the Assistant City Manager below ("Effective Date") and expire one year from that date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for one (1) one-year renewal option ("Renewal Term"). 3.Compensation. City will pay Consultant in accordance with the prov1s1ons of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed seventy-five thousand and zero cents ($75,000.00). Consultant will 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 will not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. 4.Termination. 4.1. Written Notice. 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. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement will 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 have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Consultant for services actually rendered up to the effective date of termination and Consultant will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant will provide City with copies of all Professional Services Agreement Page 1 of13 City Secretary Contract No. completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential 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 immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 53 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Consultant. It will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Consultant must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Consultant will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Consultant agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City will have access during normal working hours to all necessary Consultant facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Consultant reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant will 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, Consultants, and subcontractors. Consultant acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Professional Services Agreement Page 2 of 13 City Secretary Contract No. Consultant, its officers, agents, employees, servants, contractors, and subcontractors. Consultant further agrees that nothing herein will be construed as the creation of a partnership or j oint enterprise between City and Consultant. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees, contractors, or subcontractors. Neither Consultant, nor any officers, agents, servants, employees, contractors, or subcontractors of Consultant will be entitled to any employment benefits from City. Consultant will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liabilitv and Indemnification. 8.1 LIABILITY - CONSULTANT WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 83 INTELLECTUAL PROPERTYINDEMNIFICATION— Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifes or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant will fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses Professional Services Agreement Page 3 of 13 City Secretary Contract No. will not eliminate Consultant's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assi�nment• Consultant will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant will be liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Consultant referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant must provide City with a fully executed copy of any such subcontract. 10. Insurance. Consultant must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Consultant, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Professional Services Agreement Page 4 of 13 City Secretary Contract No. Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit 10.2 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 must 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 must be submitted to City to evidence coverage. General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thiriy (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. ( fl Certificates of Insurance evidencing that Consultant has obtained all required insurance will be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. Professional Services Agreement Page 5 of 13 City Secretary Contract No. 11. Compliance with Laws, Ordinances, Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 To CONSULTANT: Gershman, Brickner & Bratton, Inc. Attn: Steve Simmons, President 8300 Boone Boulevard, Suite 500 Vienna, VA 22182 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Consultant will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either pariy who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Professional Services Agreement Page 6 of 13 City Secretary Contract No. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Consultant will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. 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 will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thiriy (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Consultant for the nonconforming services. 25. Immigration Nationalitv Act. Consultant must verify the identity and employment Professional Services Agreement Page 7 of 13 City Secretary Contract No. eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF TffiS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Consultant, will have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have 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. This Agreement and any amendment hereto, may be executed by any authorized representative of Consultant. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Consultant must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of IsraeL If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Consultant certifies that Consultant's signature provides written verifcation to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Professional Services Agreement Page 8 of 13 City Secretary Contract No. 30. Prohibition on Boycotting Energy Companies. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written veri�cation to City that Consultant: (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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entiretv of Agreement. This Agreement contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Professional Services Agreement Page 9 of 13 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: ✓�tO.�W..w��l. Valerie Washington (Oct 14, 20251Z:28:49 CDT) By: Name: Valerie Washington Title: Assistant City Manager 10/14/2025 Date: APPROVAL RECOMMENDED: P�� ��a s�� By: Name: Pamela Rambo Sexton Title: Assistant Environmental Services Directar ATTEST: FORT �� a p���° °� �Lad a�'►'� �9�p P!`o a o�10 OVo a=� P�p'f °�o °° i`d d�aIl nE�ps44q �.�_ � �� By: (1 Name: Jannette Goodall Title: City Secretary CONSULTANT: Gershman, Brickner & Bratton CGc����Crr�Gc�-� �l. L� By; �h��s�ophe,A �u�,d � r �4, z�zs �, s� �a Eor, Name: Christopher A. Lund, P.E Title: Executive Vice President Professional Services Agreement CONTRACT COMPLIANCE MANAGER: By signing I aclrnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name Title: Sc�.�lz ('�o��� v Sarah Czechowicz Purchasing Manager APPROVED AS TO FORM AND LEGALITY: M. Kevin A�nders,, 11 By. M. Kevin Anders. II (Oct 14, 2025 1225:00 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A Page 10 of 13 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1) Project Overview —Consultant agrees to perform a comprehensive financial analysis of Waste Management of Texas, Inc's. (WMTX) Residential Rate Adjustment Requests ("Requests") related to the City of Fort Worth's solid waste collection contract (City Secretary Contract No. 28358), evaluate the reasonableness and justification of the Requests against the existing contract provisions and current economic conditions. To perform this analysis, Consultant agrees to collect data, evaluate the proposed rate adjustment, assess the contractual rate adjustment mechanism, validate WMTX's justifications for their Requests, and prepare a technical memorandum in which Consultant will presents its findings to the City. a)Consultant agrees to conduct at least three (3) in-person meetings in Fort Worth, as needed and requested by the City. 2) Consultant's Data Collection Duties a) Consultant agrees to request and review the Requests from WMTX, the current Second Extension and Restatement of City Secretary Contract No. 28358, and all supporting financial documentation provided by WMTX to justify the Requests. b) Consultant will prepare and submit a series of targeted questions and information requests to WMTX to gather additional necessary data and clarifications on WMTX's financial health and operational costs. 3) Consultant's Evaluation of the Proposed Rate Adjustment Duties a) Consultant will review WMTX's proposal for annual rate adjustments to revert solely to the CPI and Fuel Index-based formulas outlined in Attachment B(Cost Adjustment Method) of the current Residential Collection Agreement on an annual basis. b) Consultant's evaluation will assess the financial implications and overall feasibility of WNITX's requested increase of current five percent CPI per year, plus an additional 1.25% per household per month implemented equally over the remaining years in the current contract, taking effect on October 1 of each year. c) Consultant's evaluation will assess the financial implications and overall feasibility of WMTX's requested temporary waiver of the fifteen percent cap over four years for FY26, which would increase the annual cost adjustment for FY26 from 1.008% to 4.2%. d) Consultant's evaluation will review the potential impacts and benefits for WMTX's non- residential business lines as a result of the City's residential waste collection contract and property lease agreement for the property located at 5000 MLK Freeway (City Secretary Contract No. 47008). 4) Consultant's Assessment of the Contractual Rate Adjustment Mechanism a) Consultant will examine WMTX's additional request to modify the Agreement's current 5% annual rate adjustment cap to include a minimum rate adjustment "floor" percentage Professional Services Agreement Page 11 of 13 City Secretary Contract No. and an annual rate adjustment "cap" percentage. This modification is sought to be similar to the annual rate adjustment mechanism in WMTX's current residential recyclables processing agreement with the City. 5) Consultant's Validation of WNITX's Justifications for the Requests a) Consultant will examine and determine the veracity of WMTX's assertion that the Fort Worth residential solid waste collection contract is currently unprofitable. In particular, Consultant's analysis will address the stated losses of $347,000 in 2023, $3,730,000 in 2024, and a projected loss of $6,224,000 in 2025. b) Consultant will investigate the claimed accumulated 10-year imbalance, where WMTX states the annual rate increases received from the City averaged 1.25% per year between 2012 and 2022, in contrast to an average increase of 9.2% per year in actual operating costs for their residential waste and recyclables collection business in Fort Worth during the same period. c) Consultant's analysis will weigh the impact of factors cited by WMTX, which include the COVID-19 pandemic, associated residential tonnage increases, supply-chain delays, driver and mechanic shortages, price increases for parts and equipment, and the overall impact of recent increases in overall inflation in the economy. d) Consultant's analysis will include a discussion of the financial impact of the absorption of Knight Waste Services on WMTX's operations under the contract. e) Consultant's analysis will evaluate WMTX's comparison of Fort Worth's average monthly residential collection rates of $22.75 per home to other major cities in Texas to provide context for the requested adjustment. These other cities will include, but are not limited to, the following: Austin ($58.40), Dallas ($37.98), San Antonio ($34.75), and El Paso ($34.65). 6) Consultant's Report and Recommendations a) Consultant will prepare a technical memorandum for City staff, present its findings, and offer recommendations related to the reasonableness and justification of the requested rate adjustments. b) Consultant's report will identify any areas of potential cost savings or items for negotiation between the City and WMTX that the City may pursue as a result of Consultant's work performed under this Agreement. c) Consultant will be prepared to assist the City in subsequent negotiations between the City and WMTX regarding the rate change request, as needed. City Secretary Contract No. 7) Project Assumptions a) The project will include three meetings, with an optional fourth consisting o£ one (1) virival kick-off ineeting, two (2) in-person meetings in Fort Worth Texas, and a fourth optional in-person meeting if requested by the City of Fort Worth. The timeline of these meetings is proposed as: • By October 17th: Virtual kick-off ineeting at the initiation of the project to include discussion of data collection from task 2.1.a & b- Data Collection and Information Requests. • By November 21st prior to Thanksgiving: In-Person Mid-project for presentation and discussion of preliminary findings. • By December 19th: In-Person Final presentation of findings. City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE GBB proposes a draft budget of $63,500 based on the Key Areas of Analysis and Deliverables discussed in the scope of work. Note that this includes three in-person meeting trips to Texas [Fort Worth and/or Houston (WM's headquarters if needed)] for one GBB staff member (approximately $5,600 per trip). GBB will provide monthly status reports included with invoices. Work done at the request of the City of Fort Worth, in addition to the Key Areas of Analysis and Deliverables discussed above, will be billed on a time and expense basis based on the Payment Schedule. Payment of invoices will be due within 30 days. GBB prefers all payments be made electronically. GBB's wiring instructions are included in Attachment B—Wiring Instructions Fees for our servi�es are based upon the tirne workea on a project �y professional, technical, and clerical personr�el using the follavJing haur�y rates per Praject Raae ana fees desc�i bed 6elow, �1'-�' PROJECT ROLE Adrr�inistrative Support/ Research ,4ssistant Consuftant ! � E�gineer I ConsuiEant li j�ngine�r II 1 Co�tract Admtnistratar J Associate Projec� ��ginezr % Senior Cons€�Itant Project iwlanager 5eniar Pro�ect Managef / 5eniar Project Engineer Seniar Principal Assoc�ate: Prineipal Associate, Associate Engin�er Prflject Pr�n�ipal �VEce �resident� 5eniar Project PrincipaE (Executive Vkce President, C00, Pres€dent� Fou nd�r Assaciate E}(PEN5E5 ;3} $U5D PER HOUR $1D4.0� $145.00 $16S.OD $196.00 $2�3.�� $254.� $259.0� $282.Q�Q $3 �2.0� $34T.�0 CHARGE Miieage on personal car Current IR5 rates per rnile Lacaf travel expenses {tolis: parking: ground trar�spartatian, r�te#roj As incurred Ladging, Meals, Meeting expenses As incurred AirFare «�, Train fare Coach class, �ascount fares when avaifa6le Car rentaE Qiscaunt ra�e internatianal telephone cal{s Graphics, Art, Wide-farmat prfnting, Mass repraductian Messe�ger and delivery servic� Subcantractors Pr�ject ec�uipment, Ren�als, Suppfies Translatian serviees As incurred As incurred As incurred As inc�rred As incuered As inc�ered �� Hcuriy eate_ are e��� �t•e ;hro�gh �e�er�ber31.2q25_ Sv6jed �e J3nuarW 1, �C'6. arn�al m�rease 6ased on CPt_ =� =or p�yrner.,s ro� recehr�d withir.3� day�sof imroicing cate, an interes: charge o`�.a035 per mcnth u�ill be applied. '-� A fee ef 1C percer: is applied ta e;�Yer�es, ir.�lucinE =ubcontra�tors_ �°' lNher g�tr+c-gate :ravel of cver eigr.t {Sj hours is requirec. Busir:ess Class �.irFare •.ti•ill be otirchased, ar.c 5095 of gate-to-gate :ra:�el time u�ill �e chargec. Please pro�r�de G66 w•i:r. a: least 3 w2eks pr�or reticefor_chec�linE air�are. Professsionl Services Agreement Page 13 of 13 ��RT��RTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Gershman, Brickner& Bratton Subject of the Agreement: financial analysis of the City's current residential solid waste vendor. M&C Approved by the Council? * Yes ❑ No ❑✓ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If so, pNovide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑✓ If unsuNe, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ Ifonly specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑✓ Contracts need to be routed for CSO processin� in the followin_ o� 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.