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HomeMy WebLinkAboutContract 45413 CITY SECRUARY 11:411ma, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT O.Agreement'") is made and entered into by and between the CITY OF FORT WORTH(the"City"'), a T exas home rule municipal pal corporation, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and CP&Y Inc. ("Consultant or CP&Y"), a Fort Worth based Corporation and acting by and through Michael F. Graves, its duly authorized Contracts Administrator. 1. SCOFF of SERVICES. Consultant hereby agrees to provide the City with professional services to assist the City with evaluation and selection of Consolidated video Security System CVSS that will enable the City to share video among inter City departments and external entities. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Services, more specifically describing the services to be provided hereunder. 2. PROFESSIONAL, SERVICES AGREEMENT Due to this Agreement not being entered into in accordance with a cooperative purchasing agreement, this section is deleted by agreement of the parties. 3, TERM. This Contract shall be effective as of the date written on the notice to proceed issued by the City and shall end upon final payment by the City, unless terminated earlier in accordance with the provisions of this Agreement. 41. COMPENSATION The City shall pay Consultant a fixed fee of$35,000.00 "Fee"' for all services performed in accordance with the provisions of this Agreement. The Fee shall constitute full compensation for all services performed and materials furnished by onsultant under this Agreement, inclusive of incidental costs and all travel expenses. After Consultant performs all services detailed in Exhibit "A", Scope of Services, Consultant shall send City an invoice for the Fee "within 30,business days after receipt by City of the invoice from Consultant, City shall pays Consultant the Fee. if City disputes any portion of the invoice, the undisputed portion will he paid and Consultant will be notified d in writing within ten 10 days of receipt of the invoice of the exception taken. Consultant and City will attempt to resolve the payment dispute within thirty 30 days. prior to the initiation of any legal action or proceeding under this Agreement, the parties shall make a good faith ef6rt to resolve any such disputes by negotiations between their respective p rve representatives having decision-making power. if the dispute cannot be resolved by such respective representatives having decision-making poorer, then either party may initiate for .al proceedings. Consultant shall not perform,any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City,shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. VtEcORD Agreement between City and CP&Y Inc. OFMCIAL, IrIc for CUSS Review cilrY SECRETARY Page I of 10 FTe'"ORT",TX RECEIVED MAR 0 7 2014 .............. .......... 5, TERMINATION, 5.1. Written Notice. The 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 to 'nation. 5.2 No D L-aM�q pnation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant 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 the City of any kind whatsoever, except as to the portions, of the payments herein agreed upon for which funds shall have been appropriated. 5.3 Duties,and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services, requested by the City and in accordance with this Agreement up to the effective date of to `nation. 6, DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION, Consultant hereby warrants to the 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 the City in writing. Consultant,, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City to formation in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been comp�rormsed or is believed to have been compromised. 7. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during no al working hours to all necessary Consultant facilities and shall be provided adequate and appropriate Ivor k space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant, reasonable advance notice of intended audits. Consultant further, agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until, expiration of three (3), years after final payment of the subcontract, have access to and the night to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions, related to the Agreement between City and CP'&Y Inc. for C'VSS Review Page 2 of 10 subcontract, and her that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 8. INDEPENDENT CONTRACTOR, It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely respons,ible for the acts and onLissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents,, servants and emp�loyees, and Consultant, its offitcers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 9. LIABILITY AND INDEMNIFICATION, CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCL UDINGDEA TH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED B'Y THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICEn A GENTS,SER VANTS OR,EMPL 0,YEES. CONSULTANT COVENANTS AND AGREES TO., AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS), ANDIOR PERSONAL, INJURY, INCLU DING DEATH, TOANYANDIALA, PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF ORIN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT CA USED B Y THE NEGL IGENT A CTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT ,t STS OFFICERS,A GENTS,SE R VA NIS OR EMPL 0 YEES. 100, ASSIGNMENT AND, SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants, consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable 'for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and of of the Consultant under this Agreement as such duties, and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. III INS CI Agreement between City and CP&Y Inc. for CVSS Review Page,3 of 10 Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits,that are to be in effect prior to commencement of any work pursuant to this Agreement,*, 11.1 Coverne and Limits, (a) Commercial General Liability $1,,000,000 Each Occurrence $2,000,000 Aggregate 11. (b) Automobile Liability 1,000,000 Each accident on a combined single limit basis or $2501000 Bodily injury per person $5005000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its ernployees,, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker"s Compensation Statutory limits Employer's liability $10000 Each accident,occuffence S 1 00,00101 Disease-per each,employee $5001,000 Disease-poilicy limit This coverage may be written as follows.- Workers' Compensation and Employers" Liability coverage with limits consistent with statutory beriefits outlined in the Texas workers' Compensation Act (Art. 8308 ­ 1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers* 1.,iability of $100,0�00 each accident occurrence, $500,000 bodily injury disease policy limit and $1100,000 per disease per employee (d) Professional Liability (Errors&Omissions) 1,000,00+ Each Claim Limit $1 000:,000 Aggregate Limit Professional Liability coverage may be provided-through an endorsement to the Commercial General Liability(C'GL,) policy, or a separate policy specific to Professional E&Oi. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement. '11.2 Certificates. Agreement between City and C' &Y Inc. for CVSS Review Page 4 of 10 ........... C d" ertificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth,. The to City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute, a waiver of the insurance requirement. A rninimurn of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days notice shall be acceptable in the event of non-payment of premium., Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 12. COMPLIANCE WITH LAWS.-ORDINANCES,RULES AND REGULATIONS. Consultant agrees 'to comply with all applicable federal, state and local laws, ordinances,, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 131. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives,, assigns, subcontractors and successors in interest, as part of the consideration herein,, agrees that in the performance of Consultant'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 Consultant,, its personal representatives, assigns, subcontractors or successors, in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 14. NOT'ICE!S. 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: 'ro The CITY-, To CONSULTANT: city 01 port Worth CP&Y1, fric. Attn: Charles Daniels Attn.- Michael F. Graves, PE 100 Throckmorton 115 West 7'1' Street Fort Worth TX 76102-6311 Fort Worth, TX 76102 Agreement between City and CP&Y Inc. for CVSS Review Page 5 of 1.0 With a copy to.- City of Fort Worth Attn*# City Attorney 1000 Throckmortoln Fort Worth,TX 76102 15. SOLICI'TATION OF EMPLOYEES. Neither the City nor Consultant 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 to of this agreement, without the prior written consent of the person's employer. This restriction shall not apply to any individual employed by the other who voluntarily seeks employment with the other party, on their own initiative or in response to employment advertisements in the newspapers,l trade publications or other public commercial media or as an unsolicited walk-lin candidate, 16. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City doles not waive or surrender any of its governmental powers. 17. NO WAIVER. The failure of the City or Consultant to, insist upon the performance of any to or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective n*ght to insist upon appropriate performance or to assert any such night on any future occasion. 18. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this 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. 19. SE,VERABILITY. 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. 20. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or oinission in performance due to force majeure or other causes, beyond their reasonable control (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems, and/or any other similar causes. Agreement between City and C'P&Y Inc. for CVS,S Review Page 6 of 10 210 HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 22. RIEVIEW OF COUNSEL. The parties acknowledge that each party and, if desired, 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 shall not be employed in the interpretation of this Agreement or exhibits hereto. 23. AMENDMENTS/MODIFICATIONS/EXTENSIONS, No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or an is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. ENTIRETY OF AGREEMENT, .[,'his Agreement, including the exhi its attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the 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. 250 SIGNATURIE AUTHORITY, "rhe person s,igning this Agreement hereby warrants that he/she has 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement., ISIGNATURE PAGE FOLLOWS] Agreement between City and CP'&Y Inc. for CVSS,Review Page 7 of 10, .................. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement to assist the City with evaluation and s,electioIn of a Consolidated Video Security System. CITY OF FORT WORTH: CP&Y Inc. By: start City Manager Date.- By--- Name: David Hays 11itle: CFO/Principal ATTES Date. 8 ATTEST: ol/ 00 C)0 j 00000e.000 /0", By- 40 J APPROVED AS TO FO frt LEGALITY: By ................ ------ ssis,tant City Attorney/ CONTRACT AUTHORIZATION: M&C9 II Date Appro"", OFFICIAL RECORD Cilry SECRETARY Agreement between City and CP&Y Inc. FT ,woRTM,TX for CVSS Review Page 8 of 10 ............... EXHIBIT A Office oE ncy Management City of Fort Worth, Texas Sco�p�e f Word for Engineering ervices Cons li ate d Video Security yst Proof,of Concept & Selection July 17, 2 1 General The general scope of the overall service is to assist the City of Fort Worth CoFW in evaluating and selecting a Consolidated Video Security System (CUSS) to meet their needs by selecting a product that will enable them to share video among departments and between cities and non-city agencies. Capture C F'W desire requirements and needs via interviews, and phone conferences. Develop a preliminary list CVSS products. Conduct evaluations on the CVSS's and submit recommendation to the City. Assist In procuring an outside private security feed for Proof of Concept (POC). Assist in the POC and selection of the awarded CUSS. It rile Services Task 1.0—Develop a list of Vendors to, recommend to the City for selection 1. Contact and setup meetings,with vendors to preview their product. 2. Assemble a list of'advantages, and disadvantages for each vendor and provide that list to the city with our recommendations. Task 2,01 Coordination with outside private security connection 1.. Identify a list of outside agencies that could he used during the POC phase. 2. define difficulties for connecting to each agency and recommend the least critical path for the C phase. 3. Assist in development of a Memorandum of Understanding (MOU) template for c onnecting to outside entities. 4. Work with the selected vendor's and outside agencies daring the POC phase. Task 3. --Develop plan for the POC and env lu atl an of selected vendor's 1. Work with City's IT department to ensure network will allow for outside connection during POC phase. 2. Provide overview and guidance for selected vendors on evaluation criteria metrics for the POC. 3. Evaluate vendors during POC. 4. Submit recommendations to the City and assist them daring the selection phase. 5 Provide RF'P support. 2 —••..•e „,„,M,.._. enxm�m rvmimminmmnnnmum EXHtBIT B Office of Emergency Management City of Fort Worth, Texas Compensation for eer Services for Consolidated Video Security System Proof of'Conclept & Selection. July 17, 2013 1. Basic Engineeri*ng Services For engineen*ng services under Exhibit A, Co FW shall pay C Time and Material (T'&M) for each of the tasks listed below. Method of payment is indicated next to each Task Order sub item. Payment for T&M will be as outlined below. Total Contract Amount Not to Exceed 1*sl- $35,0001 Position Rate Principal $274 Project Manager $155 Deputy'Project Manager $104 Administration $85 Task 1.0 - Develop a list of Vendors, to recommend to the City for selection 1. Vendor Selection (T&M, not to exceed) S 51000! Task 1.0 Total $ 5,9000 Task 2-0!- Coordi'nat-ion with outside private security connech"on 1. Coordination Efforts (T&M, not to exceed) 51,000 Task 2.0 Total $ 51!000 Task 3.0- Develop plan for the P'OC and evaluation of selected vendor's 1. Coordination with City IT(T&M, not to exceed) $ 4,5000 2. Vendor Assistance (T&M, not to exceed) $ 10,000 3. POC Evaluation (T&M, not to exceed) S 101000 4. RFP support $ 1,0+ 0 Task 2.0 Total $ 25,0010 Total Project $35,000 3