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HomeMy WebLinkAbout065685 - General - Contract - Gershman, Brinker & Bratton, Inc.City Secretary ContractNoV5685 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, acting by and through its duly authorized Assistant City Manager, and GERSHMAN, BRINKER & BRATTON, INC. ("Vendor"), a Maryland corporation ("Vendor") acting by and through its duly authorized representative. Each entity may be individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: OFFICIAL RECORD 1. This Professional Services Agreement; CITY SECRETARY 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and FT. WORTH, TX 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor hereby agrees to conduct a comprehensive financial analysis of the City's current residential solid waste vendor ("Services"). Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control. 2. Term. This Agreement is for four years, beginning on the date signed by the Assistant City Manager ("Effective Date") unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule, which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will be an amount up to Four Hundred Thousand Dollars ($400,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Invoices. Professional Services Agreement Page 1 of 16 City Secretary Contract No. 4.1 Submitting Invoices. All invoices should be submitted directly to the Accounts Payable through Supplierinvoices@fortworthtexas.gov. 4.2 Invoice Form Requirements. All invoices must be typewritten or computer printed and must include the Vendor's name and federal tax -identification number, invoice number, address, date, location and service description, unit price, extended cost, City issued purchase order and release number. Vendor acknowledges that incomplete or inaccurate invoices may result in delayed payments. 4.3 Corrected Invoice. The Vendor shall submit corrected/ revised invoices within seven (7) calendar days of notification from the City. 4.4 Unpaid Invoice. Unpaid invoices and/or appeals for service performed throughout the fiscal year (October 1 - September 30) must be resolved within thirty days of the City's new fiscal year. No previous year invoices will be paid after October 30th. 4.5 Payments Not Received. Payments not received within 30 days of invoicing date will accrue an interest charge of 1.00% per month. 4. Termination. 4.1. Written Notice. City or Vendor 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 Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to 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 shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall 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. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential Professional Services Agreement Page 2 of 16 City Secretary Contract No. and shall 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 subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller 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. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall 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, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall 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, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall, in no way, be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall 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 or subcontractors. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL 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 Professional Services Agreement Page 3 of 16 City Secretary Contract No. VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR 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 VENDOR'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 CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR A CTION A GAINS T CITY FOR INFRINGEMENT OFANY 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 PAYSHALL NOTAPPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HA VE THE RIGHT TO COND UCT 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 SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING 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 SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'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 MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR SHALL, AT ITS 0WNEXPENSE 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 Professional Services Agreement Page 4 of 16 City Secretary Contract No. DOCUMENTATION WITH EQUALLYSUITABLE, 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 VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. Assignment and Subcontracting. 9.1 Assignment. Vendor shall 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 shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall 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 work 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 shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall 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 work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence Professional Services Agreement Page 5 of 16 City Secretary Contract No. $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 shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall 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 shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Tr, 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 shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall 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 Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from, and correct, the violation. Professional Services Agreement Page 6 of 16 City Secretary Contract No. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR 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 shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry 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 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: GERSHMAN, BRICKNER & BRATTON, INC., Attn: Christopher Lund, Executive Vice President 8300 Boone Boulevard, Suite 500 Vienna, VA 22182 14. Solicitation of Employees. Neither City nor Vendor shall, 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 shall 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 Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall 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 Professional Services Agreement Page 7 of 16 City Secretary Contract No. Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. City and Vendor 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 Parry'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 form of notice required by this section will be the same as Section 13. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall 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 had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including its attached exhibits, contains the entire understanding and agreement between City and Vendor, 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. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor 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 thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall 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 Vendor for the nonconforming Professional Services Agreement Page 8 of 16 City Secretary Contract No. services. 26. Immigration Nationality Act. Vendor shall 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, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall 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, Vendor 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. 28. Signature Authority. Each 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 Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor shall 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 Vendor 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. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written Professional Services Agreement Page 9 of 16 City Secretary Contract No. verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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. 33. 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. (signature page follows) Professional Services Agreement Page 10 of 16 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Valerie Washington (Aug 26 16:07:42 CDT) Name: Valerie Washington Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: �= �i7� Name: James Keezell Title: Assistant Environmental Services Director ATTEST: QQQCunEZPso�'P By: Name: Jannette Goodall Title: City Secretary VENDOR: Gershman, Brickner & Bratton By: �K= Name: Christopher A. Lund, P. E Title: Executive Vice President Date: 06/18/2026 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. By: Name Aa tz& Azm6& 3'o g' Pamela Rambo Sexton Title: Assistant Environmental Services Director APPROVED AS TO FORM AND LEGALITY: By: w�,�9F.na.�n rnr Name: M. Kevin Anders, II Title: Assistant City Attorney 1603ell 17Toll I AUTHORIZATION: M&C: 26-0561 Form 1295: 1454025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 11 of 16 EXHIBIT A SCOPE OF SERVICES 1. Project Overview — Vendor agrees to perform a comprehensive review and analysis of the City of Fort Worth's landfill and transfer station disposal options as part of an update to the City's long-term solid waste management planning framework. Vendor will evaluate current and projected waste generation trends, assess the City's existing disposal and transfer infrastructure, develop a strategic transfer station network plan, review landfill development strategies, and prepare a draft update to the City's Comprehensive Solid Waste Management Plan (CSWMP). To complete this work, Vendor will collect and analyze demographic, operational, and infrastructure data; develop conceptual facility designs; prepare high-level capital and operating cost estimates; validate existing planning assumptions; and synthesize findings into a planning document suitable for stakeholder and public review. 2. Vendor's Data Collection Duties A. Vendor agrees to review all data contained in the City's existing CSWMP, including demographic projections, waste generation trends, and infrastructure inventories. Vendor will collect updated demographic, housing, and population data to reflect current growth conditions in Fort Worth. The City reserves the right to request Vendor to collect additional data relevant to growth conditions, waste trends, and solid waste infrastructure. B. Vendor will request and review all relevant operational data, tonnage reports, routing information, facility performance data, and any additional documentation necessary to update the City's waste generation projections and infrastructure needs. C. Vendor will prepare and submit targeted data and information requests to the City to obtain supplemental information required for the Needs Assessment, transfer station siting analysis, and landfill development review. 3. Vendor's Evaluation of Transfer Station Network Options A. Vendor will evaluate the geographic distribution of waste generation across the City and identify optimal locations for a network of two to four transfer stations. This evaluation will include routing analysis, haul distance modeling, and assessment of transportation efficiencies. B. Vendor will develop conceptual designs for each proposed transfer station, including functional layouts, operational flow, and required infrastructure components. C. Vendor will prepare high-level Capital Expenditure (CapEx) and Operational Expenditure (OpEx) estimates for each conceptual transfer station to support long-term financial planning. D. Vendor will prepare a draft transfer station network plan summarizing siting analysis, conceptual designs, and cost estimates, and will prepare a final plan incorporating City feedback. 4. Vendor's Assessment of Landfill Development Strategies Vendor Services Agreement — Exhibit A Page 12 of 16 City Secretary Contract No. A. Vendor will review the City's existing landfill development plans and evaluate the validity of underlying assumptions in light of updated waste generation projections. B. Vendor will assess landfill capacity requirements, regulatory considerations, market conditions, and facility lifespan projections to determine long-term disposal needs. C. Vendor will prepare updated high-level CapEx and OpEx estimates for landfill development elements, including potential expansion, new cell construction, or alternative disposal strategies. D. Vendor will prepare a draft landfill development plan review report and a final report incorporating City comments. 5. Vendor's Validation of Planning Assumptions and System Needs A. Vendor will validate the City's existing needs assessment by integrating updated demographic and waste generation data, identifying any changes in system demand, and confirming long-term capacity requirements. B. Vendor will evaluate the alignment between projected waste volumes and the City's current and planned disposal and transfer infrastructure. C. Vendor will assess the operational, financial, and logistical implications of the proposed transfer station network and landfill development strategies. D. Vendor will identify risks, constraints, and opportunities that may influence the City's long-term solid waste system planning. 6. Vendor's preparation of the draft update to the Comprehensive Solid Waste Management Plan A. Vendor will synthesize the findings to draft an update to the City's CSWMP, integrating updated incorporated data, transfer station network recommendations, and landfill development strategies. B. Vendor will prepare the draft CSWMP update in a format suitable for public review, including an executive summary, narrative sections, tables, charts, and figures. C. Vendor shall prepare a draft update that includes an Executive Summary and incorporates illustrative tables, charts, and figures to support comprehension of the analysis. Deliverables shall consist of: Draft Update to the City of Fort Worth's CSWMP, provided in MS Word format. 2. Presentation of materials tailored for City officials, stakeholders, and public -comment sessions, delivered in PowerPoint format unless otherwise directed by the City. Professional Services Agreement Page 13 of 16 City Secretary Contract No. D. Vendor will prepare presentation materials as Microsoft PowerPoint presentations, PDFs, and Microsoft Word documents for City officials, stakeholders, and public comment sessions. E. Vendor will prepare a final draft CSWM update in PDF format incorporating consolidated City feedback. Miscellaneous A. Vendor agrees to participate in virtual meetings, unless in -person meetings are requested in writing by the City, with City staff throughout the project, including, but not limited to, a kickoff meeting, incorporated data review meeting, transfer station network plan meeting, landfill development plan review meeting, and draft CSWM update meeting. Additional meetings may be scheduled at the City's request on a time -and -expense basis. B. The City will provide consolidated written feedback for each deliverable within the native format of the document. C. The City agrees that it may be subject to additional fees if, after the City approves deliverable milestones, the City makes substantive changes to the deliverables. D. The estimated project timeframe is 24-26 weeks. Professional Services Agreement Page 14 of 16 EXHIBIT B PRICE SCHEDULE The Vendor will perform the services on a time -and -expenses basis for an amount up to $400,000. Fees are based on the current project requirements and schedule, and any changes, delays, or additional work may result in additional charges. Subject to the terms and conditions of this Agreement, all information provided by the Vendor is considered confidential and proprietary. Fees for services are based upon the time worked on a project by professional, technical, and clerical personnel using the following hourly rates per Project Role and fees described below. Hourly rates are effective through the first term of the contract. Subject to contract renewal an annual increase based on CPI is effective. Project Role $USD Per Hour Administrative Support / Research Assistant $104.00 Consultant I / Engineer I $145.00 Consultant H / Engineer II / Contract Administrator / Associate $168.00 Project Engineer / Senior Consultant $196.00 Project Manager $213.00 Senior Project Manager / Senior Project Engineer $254.00 Senior Principal Associate, Principal Associate, Associate Engineer $259.00 Project Principal (Vice President) $282.00 Senior Project Principal (Executive Vice President, COO) $312.00 Founder Associate and President $347.00 Project equipment, Rentals, Supplies As incurred Travel Expenses (lodging, airfare, parking, car rental) As incurred Miscellaneous Expenses As incurred Vendor Services Agreement — Exhibit B Page 15 of 16 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Gershman, Brickner & Bratton, Inc. Attn: Christopher Lund, Executive Vice President 8300 Boone Boulevard, Suite 500 Vienna, VA 22182 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature Name: Position: Signature Name: Signature of President / CEO Other Title: Date: 06/18/2026 Vendor Services Agreement — Exhibit C Page 16 of 16 {extracts -start} MAYOR AND COUNCIL COMMUNICATION (ITEM —NO) {ITEM —TITLE} DATE: (MEETING - DATE} SUBJECT {synopsis -start} M&C FILE NUMBER: DEPARTMENT: M&C 26-0561 {DEPARTMENT} (ALL) Authorize Execution of a Professional Services Agreement with Gershman, Brickner, & Bratton, Inc., in an Amount Up to $400,000.00 for a Four -Year Term to Provide Solid Waste Consulting Services for the Environmental Services Department f synopsis -end} Itelel ►v,1 L f4 ►"o -, f101 f recommendation -start} It is recommended that the City Council authorize a Professional Services Agreement with Gershman, Brickner & Bratton, Inc., in an amount up to $400,000.00 for a four-year term to provide solid waste consulting services for the Environmental Services Department. f recommendation -end} 171+��I���� C�7 ►1 The purpose of this Mayor and Council Communication (M&C) is to authorize a Professional Services Agreement with Gershman, Brickner & Bratton, Inc., (GBB) for long-term solid waste disposal strategies. Through this agreement, GBB will evaluate the City of Fort Worth's (City) cost -of -service models, assess diversion and recycling programs, conduct financial and operational reviews, support solid waste planning efforts, develop rate models, and provide oversight of the renewable natural gas operations at the Southeast Landfill. In addition, GBB's work will build on and complement the services already being provided under the Burns & McDonnell, City Secretary Contract 60652. Burns & McDonnell primarily handles engineering and technical assessments, while GBB will focus on strategic planning, program evaluation, financial analysis, and operational review. Together, these efforts provide both the technical and strategic support needed for the City's long-term solid waste management planning. Funding for this agreement will be budgeted in the General Operating & Maintenance category within the Solid Waste Fund. AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and will end one year from that date. SMALL BUSINESS PROGRAM: This project was approved for a waiver per the Chapter 252 exemption, for Professional Services by the Legal Department. Therefore, the Business Equity Goal requirement is not applicable. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City approval as long as sufficient funds have been appropriated. EXEMPT PROCUREMENT - The City Attorney's Office has determined that Solid Waste Consulting Services may be exempt from competitive bidding under the provisions of Chapter 252 of the Texas Local Government Code as necessary to procure. This will serve all COUNCIL DISTRICTS. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Solid Waste Fund to support the approval of the above recommendation and award of the contract. Prior to any expenditure being incurred, the Environmental Services Department has the responsibility to validate the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: ORIGINATING BUSINESS UNIT HEAD: ADDITIONAL INFORMATION CONTACT: ATTACHMENTS {attachment -list} {extractl-end} Valerie R. Washington, # 6192 Cody Whittenburg, #5455 Raquel (Kelly) Cleveland, # 4223 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Gershman, Brinker & Bratton, Inc. Subject of the Agreement: Comprehensive Solid Waste Management and Disposal Planning Services. M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Signed by ACS If different from the approval date. Expiration Date: four years If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.