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HomeMy WebLinkAbout064598 - General - Contract - NewGen Strategies and Solutions LLCCity Secretary Contract No. 64598 ��� ����� 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, by and through its duly authorized Assistant City Manager, and NewGen Strategies and Solutions LLC, a Colorado limited liability company, ("Consultant"), each individually referred to as a"party" and collectively referred to as the "parties." Scope of Services. Consultant hereby agrees to conduct a comprehensive rate analysis of the City's current Solid Waste and Environmental Protection fees ("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 (`Bxpiration 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"). Compensation. City will pay Consultant in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will be an amount up to One Hundred Thousand Dollars and Zero Cents ($100,000.00). 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 of Consultant's additional expenses 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-annropriation 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 Obli�ations 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 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 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 retum all City provided data to City in a machine-readable format or other format deemed acceptable to City. 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 Confdential 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. 5.3 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 subj ect 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. Ri�ht 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. Indebendent 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 Professional Services Agreement Page 2 of 16 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 wi11 not apply as between City, its officers, agents, servants and employees, and 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 joint 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 beneiits 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. 8. Liabilitv and Indemvification. 8.1 LIABILITY - CONSULTANT WILL BE LIABLE AND RESPONSIBLE FOR ANY ANDALL PROPERTYLOSS, PROPERTYDAMAGEAND/ORPERSONAL INJURY, INCL UDING 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, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CALISED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SER VANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — 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 MODIFIES 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 Professional Services Agreement Page 3 of 16 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 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. 9. Assi�nment and Subcontractin�. 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. Professional Services Agreement Page 4 of 16 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 Coveraee 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: 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 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. 10.2 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 Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to Ciry. Ten (10) days' notice will be Professional Services Agreement Page 5 of 16 acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attomey 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 currcnt 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. (� 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. 11. Compliance with Laws, Ordinances, Rules and Re�ulations. Consultant agrees that in the performance of its obligations hereunder, it wi11 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: Professional Services Agreement Page 6 of 16 To CITY: To CONSULTANT: City of Fort Worth NewGen Strategies and Solutions LLC Attn: Assistant Ciry Manager Attn: Dave Yanlce 100 Fort Worth Trail 8140 North Mopac Expressway Fort Worth, TX 76102 Suite I-240 Austin, TX 78759 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 party 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. 17. Governin� Law / Venue. This Agreement wi11 be construed in accardance 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 theirbest efforts to meet theirrespective duties and obligations as set forth in this Agreement, but wi11 not be held liable for any delay ar 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 Professional Services Agreement Page 7 of 16 required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headin�s not Controllin�. 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. Warrantv of Services. Consultant warrants that its services wi11 be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (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. Immi�ration Nationalitv Act. Consultant must verify the identity and employment 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 1NDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT' S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Consultant, wi11 have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. Ownership of Wark 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 Wark Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product wi11 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, Professional Services Agreement Page 8 of 16 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. Si�nature Authoritv. 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. Chan�e 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 Bovcott 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 verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcottin� Ener�v 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 $] 00,000 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 A�ainst 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 veriiication from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or iirearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent Professional Services Agreement Page 9 of 16 that Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) wi11 not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Si�natures. 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 A�reement. 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 10 of 16 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Vale�in�n Jan16,202614:00�.16C51) Name: Valerie Washington Title: Assistant City Manager Date: O1/16/2026 APPROVAL RECOMMENDED: C�� K��� gy, o Name: James Keezell Title: Assistant Environmental Services Director ATTEST: an 9FORT q➢ as°�`�� ��o�oado ar. a9 0 P�� a,�10 PVo 0=0 � � �°po*�oo ���a aaII¢ nE�Aso4 By: Name: Jannette Goodall Title: City Secretary CONSULTANT: NewGen Strategies and Solutions LLC David S. �qnKe B�: „��ns.v��koi_��ie,znzeirs3zzcsr; Name: Dave Yanke Title: Partner 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. s� ���� By: Name: Sarah Czechowicz Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: �yL�O/.vr1 Nia'eAd��—LV�� M_2eviiilndcrc,I11Jan16.� �613'Sb4a�5'. Y� Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A OFFICIAL RECORD C«] � i'�� Xy:7� ��I:�'1 FT. WORTH, TX Professional Services Agreement Page 11 of 16 EXHIBIT A SCOPE OF SERVICES — Cost of Service and Rate Studies 1. General Description of Services Consultant shall perform cost-of-service and rate studies ("Studies") for the divisions within the City's Environmental Services Department ("Department") listed below. The studies shall be conducted using a consistent methodology while maintaining separate analyses, deliverables, and budgets for each Division. The City may choose which services, optional meetings, and presentations it wishes to include in the studies. The two Studies covered under this Scope of Work are for the So1id Waste Enterprise Fund for the Solid Waste Services Division and the Environmental Protection Special Revenue Fund for the Environmental Quality Division. Consultant shall work collaboratively with City staff to ensure a clear understanding of the City's goals and objectives and shall tailor the wark plan accordingly. The Scope of Services reflects methodologies that are time-tested and have been successfully applied in numerous municipal cost-of- service and rate design studies nationwide, including prior work performed for the City of Fort Worth. Services shall be organized into the following tasks: Task 1 — Project Initiation Task 2— Cost of Service Analysis Task 3 — Rate Design Task 4— Report and PowerPoint Task 5 — Rate Model Optional Meetings and Presentations TASK 1— PROJECT INITIATION 1.1 Initial Request for Information and Data Review Within two (2) days of receipt of the City's purchase order, Consultant shall provide the City with an initial Request for Information ("RFP'). The RFI shall include a request far financial, management, policy, ordinance, and operational data necessary to perform the Studies. Requested information may include, but is not limited to, the following (some items apply only to Solid Waste): • Historical and current budgets • Historical billing data • Grant of Privilege data • City iinancial policies • Landfill and collection contracts and amendments • Other contracts or interlocal agreements • Landfill tonnage reports • Debt service schedules and related covenants, if applicable • Capital Improvement Plan • Personnel roster • Inventory of rolling stock and equipment • Other relevant data required for the Studies Professional Services Agreement Page 12 of 16 Consultant shall review all data provided to develop an understanding of City operations and policies in preparation for project meetings. 1.2 Kick-off Meeting Consultant shall coordinate with City staff to conduct a virtual kick-off ineeting. The purpose of the meeting shall be to: • Introduce project team members • Establish the framework for delivery of the Scope of Services • Confirm project goals and objectives • Review the project schedule and key milestones • Review the initial RFI • Finalize service categories • Make any necessary refinements to the Scope of Services 1.3 Initial Working Meeting Following receipt of key data and completion of the kick-off ineeting, Consultant shall conduct a virtual initial working meeting to review budgets, personnel, and equipment allocations to service categories. The meeting shall also address: • Anticipated capital and operational changes during the forecast period • Growth assumptions for key billing units • Reserve or fund balance targets • Initial rate design objectives • Clarification of data provided Additional working meetings shall be conducted as needed or upon completion of major project milestones. TASK 2— COST OF SERVICE ANALYSIS 2.1 Determination of Test Year Revenue Requirements Consultant shall develop a revenue requirement for each Division using a cash needs approach consistent with municipal budgeting practices, to incorporate the following cash needs: • Operation and maintenance costs • Debt service and bond coverage requirements • Cash-funded capital outlays • Reserve requirements • Transfers Consultant shall analyze historical costs, the current budget, and City-provided forecasts to develop a test year revenue requirement. The test year shall only include the City's annual operating and capital costs and shall not include any one-time or non-recurring events and will be adjusted to reflect normal recurring costs and revenues. The revenue requirement shall be adjusted for any non-rate or miscellaneous revenue sources (e.g., late payment fees) to isolate the revenue required to be recovered from the solid waste user fees. 2.2 Forecast of Revenue Requirement Using the test year, Consultant shall develop a ten-year revenue requirement forecast ("Forecast"). The Forecast shall assess funding needs for rolling stock, equipment, and facilities, and shall evaluate Professional Services Agreement Page 13 of 16 reserve targets and �nancing methods, including cash, debt, and grants. The Forecast shall include funding for vehicle and capital replacement reserves. NewGen wi11 work closely with City staff to establish appropriate reserve funds and examine the planned method of financing (e.g., cash, debt, grants) for future capital needs. This will include analysis of the impact on rates, operating and capital reserve targets, and debt coverage requirements. The Farecast will also address the funding of a reserve(s) to finance the replacement of vehicles and other cash-funded capital. The Solid Waste Fund Forecast will not include costs associated with future disposal options unless the City provides specific costs it wants to include. 2.3 Cost Allocation to Service Categories Consultant shall allocate costs wholly attributable to a service-by-service category appropriate for each Division. Consultant shall allocate indirect costs using cost-causal allocators, which it will develop in coordination with City staff based on appropriate metrics (e.g., labor costs or equipment usage). The following table provides an example list of service categories that will be refined with input from City staff. Exar• - ~ - " ategories •� • � _ �ii�tr�tion ���miniatration ■ h:esi��ntial Refuse ■ :�tr2et Swzeping ■ Residential Recydmg ■ Illegal Dumping ■ Yar� Waste ■ 1112ga1 Camp ,iites ■ 3rush & Bua9ky ■ Environmental Investigations ■ �rop-offs ■ Erownfields ■ Environmental Collection Cer�ter ■ S�rtace 1h'ater Pollu6on Monitoring ■ Dead Anfmaf ■ Hazardous Materia{s ■ Street Cans ■ Air Cua[iiy ■ Pumlic Education ■ Er�ergency Response ■ �isposal ■ Keep Fort Worth 3eaWtiful ■ Recycling Processing 2.4 Allocation to Customer Classes Consultant shall, in conjunction with City staff, allocate service category costs to customer classes based on existing rate structures. Consultant shall refine customer classes as necessary, based on feedback from the City, to ensure equitable cost recovery. 2.5 Determination of Cost of Service Consultant shall use the fully allocated revenue requirement and billing data to determine the cost of providing services over the Farecast period. This analysis shall provide the basis for evaluating rate adequacy and equity. 2.6 Determination of Realizable Revenue at Current Rates Upon completion of its cost-of-service analysis, Consultant shall calculate and determine the revenues generated under the current rate structure to properly evaluate the City's true cost of service, the magnitude of rate adjustments, if any, and to evaluate potential redistribution of revenue responsibility between customer classes. This task will also serve as a validation check to confirm that Consultant has Professional Services Agreement Page 14 of 16 correctly reconstructed billing data provided by City staff. 3.1 Baseline Rate Design TASK 3 — RATE DESIGN Consultant shall develop proposed rates consistent with the cost-of-service analysis, industry best practices, and City policy objectives. Policy considerations may include, but are not limited to, affordability, economic development, and financial sustainability. Consultant shall review applicable City financial policies and coordinate with City staff throughout the analysis. 3.2 Rate Scenarios Consultant shall develop alternative rate scenarios to evaluate the impacts of changes to key assumptions or variables. Consultant shall collaboratively develop these alternative rate scenarios with City staf£ Consultant shall compare its cost of service and rate design model to the City's existing financial planning model to identify material differences, if any. In the event any material differences exist between the Consultant's models and the City's existing �nancial planning model, Consultant where feasible, shall work with City staff to determine the root causes of such differences based on the level of detail available. TASK 4— REPORT AND POWERPOINT Consultant shall prepare a concise report and PowerPoint presentation summarizing the analysis, findings, and recommendations of the Studies. Consultant shall provide a draft of the report and PowerPoint to City staff for initial review and comments. Once the City has completed its initial review and provided comments to the draft report and PowerPoint, Consultant shall revise the report and PowerPoint as appropriate and deliver a final version of both to the City. TASK 5— CLIENT RATE MODEL AND TRAINING Consultant shall develop an interactive Excel-based financial model supparting the cost of service and rate analysis. The model shall include linked schedules addressing major cost and revenue components, summary graphics, and an interactive dashboard providing real-time feedback on financial and rate assumptions. The model shall be provided without additional licensing or royalty fees for City use. Consultant shall provide training to City staff on use and maintenance of the model to enable future scenario analysis and updates. OPTIONAL MEETINGS AND PRESENTATIONS At the City's request, Consultant shall participate in optional meetings or presentations using materials developed under Task 4. Optional meetings may be virtual or in-person. Budgets for optional meetings shall include preparation, participation, documentation of decisions, and travel costs for in-person sessions. PROJECT SCHEDULE AND COMPENSATION Consultant sha11 provide baseline rate design schedules within ninety (90) to one hundred twenty (120) days from receipt of the City's purchase order, contingent upon timely receipt of requested data. Consultant shall complete additional deliverables in coordination with the City. Compensation shall be on a lump-sum, percent-complete basis by task, in accordance with the approved fee schedule. Professional Services Agreement Page 15 of 16 EXHIBIT B PAYMENT SCHEDULE Project Timing and Fees NewGen will provide the City schedules for the baseline rate design 90-120 days from the notice to praceed, assuming data frorn the request far information and follow-up data requests are pravided in a timely manner. Additional deliverables will follow in caordination with the City. The timeline could be impacted if the Gty requests meetings with resident committees or stakeholder groups that are not schedufed in a timely manner. The project wi!! be on a lamp sum, pereent camplete basis for each task, with the budgers descri6ed in fhe #ablss below. 2 3 4 5 Total Project Initiatfon Cosk of Service Analysis Rate Qesign and Mode9 Companson Report and PowerPaint Glient Rale P�lodel and Training $5,07Q 528:800 S 1 Q380 $7,500 �s,2�a $57;96Q $�.290 S14,300 $6,100 $6.470 $5.390 $36, 55 D Professional Services Agreement Page 16 of 16 Project Budget—Optional Meetings and Presentations Praject Badget — Baselir�e Tasks F�R'� ��1�TH�� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: NewGen Strategies and Solutions LLC Subj ect of the Agreement. �onsultant hereby agrees to condud a comprehensive rate analysis of the City's current Solid Waste and Environmental Protedion fees M&C Approved by the Council? * Yes ❑ No ✓❑ If so, the M&C must be attached to the cont�act. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If so, provide the original contract nunzber and the amend�nent nujnber. Is the Contract "Permanent"? *Yes � No ❑ If unsu�e, see back page for per�nar�ent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ tfonly specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If diffe�ent fror�n the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If so, please ensure it is attached to the app�oving M&C or attached to the cont�act. 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� order: 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 �eturned to the department.