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HomeMy WebLinkAboutContract 32610 CITY SECRETARY.K( ,' CONTRACT !gyp PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager, and dp Systems West, Inc. ("Consultant") a Colorado Corporation and acting by and through Lee Shaw, its duly authorized president. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of modifying the bill printing system. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit A describing the Scope of Work. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement or when the City provides Consultant with written notice that Consultant has fulfilled its obligations under this Agreement and that Consultant's services are no longer required. 3. COMPENSATION, The City shall pay Consultant an amount not to exceed $3000.00 in accordance with the provisions of this Agreement. 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. 4. TERMINATION. 4.1. 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 termination. 4.2 Non-appropriation 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 be been appropriated. 4.3 Duties and Obligations of the Parties. 1 In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered as of 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 termination. 5. DISCLOSIIRE 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 and proposed services with respect to the Scope of Services. 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. 6. 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 the consultant involving transactions relating to this Contract. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work 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 right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further 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. 7. 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 responsible for the acts and omissions 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 employees, and Consultant, its officers, 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. 2 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. 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 such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 10. INSURANCE. 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: 10.1 Coverage and Limits Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non- owned Worker's Compensation 3 Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee 10.2 Certificates. Certificates 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 shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term 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 minimum 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. 11. 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. 12. 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. 4 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 party by United States Mail, registered, return receipt requested, addressed as follows: To THE CITY: To CONSULTANT: City of Fort Worth/Water IT Lee Shaw 1000 Throckmorton 5619 Niwot Road Fort Worth TX 76102-6311 Longmont, CO 80503 Facsimile: (817) 392-8654 Facsimile: (303) 581 0237 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant 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 the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. CONSTRUCTION. 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. 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. The City and Consultant shall exercise their best efforts to meet their respective duties 5 and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission 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. 20. 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. 20. 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 shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits 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. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of , 200_. Assistant City Manager CITY FORT WORTH: By: ATTEST: Marc A. Ott Assistant City Manager 6 R\ aa By APPROVED AS TO FORM AND City Secretv LEGALITY 'z: 1 Assista t City Attorney CONTRACTOR c R M&C: r ata- I`t�U� By:. D Lee Sha STATE OF COLORADO �sit4e} /� coin.n o1=BOULDER Th f �-jg instrument was acknowledged ATTEST: t-: ' Zc day of Oc+ 2 005 b ULIN Jit_&-W' By: d nd OM:::al sial. *NotaPublich My(4nmmission Expires 11/1412005 p`{'E, .•PFi�i 6 Lc^trout Road .A Boulder, CO 80301 mer •O 0.- 0 P O TF OF COV 2 EXHIBIT A STATEMENT OF WORK The following modifications will be made to the Water Department, Customer Service division bill printing system. All these changes will be applied to the "test' environment and upon acceptance by the City of Ft. Worth; the same changes will be applied to the "production" environment. Supplier to be available (via phone) when changes are applied to the production environment. 1. Addition of message for "Utility Billing Assistance Program" with space to write-in an amount added to the tear-off coupon portion of the bill. In order to do this, the information currently printed will have to be rearranged. 2. Move scanline up to meet USPS clearance specifications. This may mean moving the address up some also. 3. Change the return address from 1000 Throckmorton Street to the P.O. Box to be provided—address information area on the coupon portion of the bill. 4. Add the telephone number for Environmental Management (817 392 3279) under the current phone number. Font size reduction to telephone numbers may be necessary. 5. If there is room, add an Environmental telephone number message between the MESSAGES area and the graph. Text will be provided. "Please call (817) 392-3279 for all Sanitation Service related questions.") More detailed information will be provided by Claudia Christenson and/or Maenica Berry. These changes will be made to the Test system first (remotely) and once successful, the same changes will be made to the production system. Supplier to provide contact information to be used when updating the production environment. AC O R Dn DATE(MM/DD/YY) 10/21/2005 PRODUCER (303)444-3334 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE RICK BAKER&ASSOCIATES INS. INC. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 5360 ARAPAHOE STE G ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. BOULDER, CO 80303 COMPANIES AFFORDING COVERAGE COMPANY AHARTFORD INSURANCE COMPANY INSURED COMPANY D.P.SYSTEMS WEST, INC. B 5619 NIWOT RD, COMPANY LONGMONT, CO 80503 C .. COMPANY 1;. .•- - D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICYEFFECTIVE ROL10YEXPIRA11ON LTR TYPE OF INSURANCE POLICY NUMBER - DATE(M MID DlYY) DATE(M MID DY) LIMITS /Y A GENERAL LIABILITY 34 SBA EK7248 02/06/05 02/06/06 GENERALAGGREGATE S 4,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OPAGG S 4,000,000 CLAIMS MADE I OCCUR PERSONAL 6 ADV INJURY $ 2,000,000 OWNER'S 8 CONTRACTOR'S PROT EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one fire) $ 300,000 MED EXP(Any one person) s 10,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s ANY AUTO ALLOWNEDAUTOS BODILY INJURY . SCHEDULED AUTOS (Per person) s HIRED AUTOS " BODILY INJURY S .NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE s GARAGE LIABILITY AUTOONLY-EA ACCIDENT S ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT S AGGREGATE S EXCESS LIABILITY EACH OCCURRENCE S UMBRELLA FORM... - '�OGrECATE' OTHER THAN UMBRELLA FORM S A WORKERS COMPENSATION AND 34 WEC AV5256 02/06/05 02/06/06 ORY LIMITS ER EMPLOYERS'LIABILITY EL EACH ACCIDENT is 100,000 THE PROPRIETOR! X INCL EL DISEASE-POLICY LIMIT $ 500,000 PART N ER S/EXECUTI V E OFFICERSARE: EXCL EL DISEASE-EA EMPLOYEE $ 100,000 OTHER DESCRIPTION OF OPERATION S/LOCATIONSNEHICLES/SPECIAL ITEMS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF FORT WORTH EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ATTN: TERESA HARWOOD 30 DAYS WRITTEN NOTICE To T CERTIFICATE HOLDER NAMED TO THE LEFT, 900 MONROE S fE 202 BUT FAILURE TO MAIL SUCH NOTI E LL IM NO OBUJ A ON OR BILITY FT WORTH,TX 76102 OF ANY KIND UPON THE C MP ITS EN S EPRES ATIVES. AUTHORIZED REPRESENTATIVE STATt IAtM INSY�ANCIb CERTIFICATE OF INSURANCE SUCH INSURANCE AS RESPECTS THE INTEREST OF THE CERTIFICATE HOLDER NAMED BELOW WILL NOT BE CANCELED OR OTHERWISE TERMINATED WITHOUT GIVING 10 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOLDER, BUT IN NO EVENT SHALL THIS CERTIFICATE BE VALID MORE THAN 30 DAYS FROM THE DATE WRITTEN. THIS CERTIFICATE OF INSURANCE DOES NOT CHANGE.THE COVERAGE PROVIDED B_ Y ANY POLICY DESCRIBED BELOW. This certifies that: STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of.Bloomington,.Illinois ❑ STATE FARM FIRE AND CASUALTY COMPANY of Bloomington, Illinois ❑ STATE FARM COUNTY MUTUAL INSURANCE COMPANY OF TEXAS of Dallas, Texas ror_. ❑ STATE FARM INDEMNITY COMPANY of Bloomington, Illinois has coverage in force for the following Named Insured as shown below: NAMED INSURED: Shaw, Leon O & DP Systems West Inc. ADDRESS OF NAMED INSURED.- 5619 Niwot Road, Longmont, CO 80503 POLICY NUMBER 331-1870-A24-06E EFFECTIVE DATE OF POLICY 07/24/05-01/24/06 DESCRIPTION OF 1996 Mercury VEHICLE(Including VIN) Sable 1MELM50U5TG634481 LIABILITY COVERAGE ® YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO LIMITS OF LIABILITY a.Bodily Injury Each Person 100'.000 Each Accident . 300,000 : b.Property.Damage Each Accident, 100,000 C.Bodily Injury& .. Property Damage Single Limit Each Accident PHYSICAL DAMAGE COVERAGES ® YES ❑ NO [] YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO a.,Com rehensive $ 100 Deductible $ Deductible $ Deductible $ Deductible ® YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO b.Collision $ 200 Deductible $ Deductible $ Deductible $ Deductible EMPLOYERS NON-OWNED CAR LIABILITY COVERAGE ❑ YES ❑ NO ❑YES ❑ NO ❑YES ❑ NO ❑ YES ❑ NO HIRED CAR LIABILITY COVERAGE ❑YES ❑ NO ❑YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO FLEET-COVERAGE FOR ALL OWNED AND LICENSED MOT 'VEHICLES [:1 YES ❑ NO E] YES [J NO [_1 YES [:1 NO [_1 YES EJ NO V 1wv, Agent 06-1618 10/20/05 `Signature of Authorized Representative Title Agent's Code Number Date Name and Address of Certificate Holder Name and Address of Agent City Of Fort Worth Gordon C. Moore Attn: Teresa Harwood State Farm Insurance 900 Monroe Street Suite 202 6560 Gunpark Dr. Suite A Fort Worth, TX 76102 Boulder, CO 80301 303-530-0404 INTERNAL STATE FARM USE ONLY: ❑Request permanent Certificate of Insurance for liability coverage_ 122429.2 Rev.06-10-2004 ❑Request Certificate Holder to be added as an Additional Insured_