HomeMy WebLinkAboutContract 32127 CITY SECRETARY 7
CONTRACT NO
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 Richard Zavala, its duly authorized Assistant City
Manager, and DIGITCOM, INC. ("Consultant') a Texas coloration and acting by and
through ::Sim k,.*&8 y;L , its duly authorized
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting
services. Such services being the removal and disposal of communication poles as
specifically set forth in Exhibit "A" Statement of Work which is attached hereto and
incorporated for all purposes incident to this Agreement.
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 $45,347.00 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.
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. 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
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.
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.
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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
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
10.1 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
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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. In addition to all other applicable laws, Consultant
shall comply with City of Fort Worth Code Section 5.135J Removal of
Telecommunications Towers and Stealth Telecommunication Tower Structures, as set
forth in Exhibit "B" which is attached hereto and incorporated for all purposes incident to
this Agreement. 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.
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/IT Solutions Digitcom, Inc.
1000 Throckmorton 1145 W. Main St.
Fort Worth TX 76102-6311 Arlington, TX 76012
Facsimile: (817) 871-8654 Facsimile: (817) 261-3603
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
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R. WNYH, TEX.
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 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.
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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 shall not be employed in the
interpretation of this Agreement or exhibits hereto.
22. 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.
IN WITNESS_ WHEREQF rthe parties hereto have executed this Agreement in
multiples this )day of f , 200 > .
CITY OF FORT WORTH: DIGITCOM, INC.
By:
By: ILI (na?,;e,v�
ssistant City M ager (titl
ATTEST: ATTEST:
By:
City Secret By:
APPROVED AS TO FORM AND
LEGALITY:
By':
Assistant City Attorney
01�7 c. P- 10 r&``t s- q
Off MCIE Y
FT. WINTH, TEX.
EXHIBIT A
Statement of Work
1. Removal of Towers
Listed are the monopoles that need to be removed. The City requires before and after
digital pictures of each site.
Fire Station #9
SITE NAME AND ADDRESS STRUCTURE TYPE STRUCTURE HEIGHT
Fire Station #9 Monopole 65m
2575 Polaris Drive
Fort Worth TX
Tower removed and disposed $5940.00
Shelter remove and disposed $1040.00
Site restored $6950.00
Total cost for site: $13,930.00
Jenkins Hei lits
SITE NAME AND ADDRESS STRUCTURE TYPE STRUCTURE HEIGHT
Jenkins Heights Monopole 51m
5800 Boat Club Road
Fort Worth TX
Tower removed and disposed $5280.00
Shelter removed and disposed $1040.00
Generator removed and disposed $800.00
Fuel tank removed and disposed $915.00
Site Restored $6780.00
Total cost for site $16,512.00
Brid a Street
SITE NAME AND ADDRESS STRUCTURE TYPE STRUCTURE HEIGHT
Bridge Street Guyed Monopole 63m
6401 Bridge Street
Fort Worth TX
Tower removed and disposed $5849.00
Shelter removed and disposed $1530.00
Generator removed and disposed $820.00
Fuel tank removed and disposed $1200.00
Site restored $7113.00
Total cost for site: $14.,905.00
Anchors and bases will be removed to a depth of two feet. Any holes, gouges or ground
disruption created from the anchor or base removal will be filled and graded. Sod,
gravel or hot patch, whichever is applicable, will be replaced in areas affected by the
removal of the monopoles or the removal process. All evacuated materials must be
removed from the site and must be disposed of in a safe and proper manner.
2. Payment Milestones
Payments will be made once a tower is completed and site has been inspected.
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EXHIBIT B
City of Fort Worth Code Section 5.135.3 Removal of Telecommunications
Towers and Stealth Telecommunication Tower Structures
Vendor will refer to City of Fort Worth Code documents for specifics related to the
removal of communication towers.
City Code Sec. 5.135.3 sub C.
5.135 City of Fort Worth (CFW) Codes (Sec. 5.135.)
Removal of Telecommunications Tower and Stealth Telecommunication Tower
Structures)
J. Removal of telecommunication tower or stealth telecommunication tower
structures.
a. Upon cessation for more than 180 days of the use of a telecommunication
tower or stealth telecommunication tower structure for the support of
active communications antennas, the owner of record must notify the
development department. Disconnection of electric service for more than
180 days at the telecommunication tower or stealth telecommunication
tower site shall be considered cessation of use.
b. All transmission telecommunication towers or stealth telecommunication
towers and antennas shall be removed by the person who constructed the
facility, by the person who operates the facility or by the property owner
within one year from the time the facilities have ceased being used to
transmit, receive or relay voice and data signals to or from wireless
communication devices.
c. The person who constructed the facility, the person who operates the
facility or owner of record must notify the development department of any
change in the status of the telecommunication tower or stealth
telecommunication tower. If the use of the antennas on the
telecommunication tower or stealth telecommunication tower has riot
been restored within the one year period from the time the facilities have
ceased being used to transmit, receive or relay voice and data signals to
or from wireless communication devices, the telecommunication tower or
stealth telecommunication tower must be removed and the
telecommunication tower or stealth telecommunication tower
site restored to its original condition to a depth of two feet, at the
owner's expense.
01 MC-:141 'N CON
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FIT.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/24/2005
DATE: Tuesday, May 24, 2005
LOG NAME: 13P05-0080 REFERENCE NO.: **P-10159
SUBJECT_:
Authorize a Purchase Agreement with Digitcom, Inc. for Communication Tower Removal Services
for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a purchase agreement with
Digitcom, Inc. for communication tower removal services for the Information Technology Solutions
Department(ITS) at a cost not to exceed $45,347.00.
DISCUSSION:
The City of Fort Worth has three old monopole communication towers that are no longer used and in need
of removal to comply with Federal Aviation Administration (FAA) guidelines and City Code. The
Information Technology Solutions Department therefore recommends that the three towers be removed.
An Invitation to Bid (ITB) for tower removal services was issued in March 2005. The scope of the
procurement listed the three tower sites and the components of service for each site. The bid
specifications included: 1) tower removal and disposal, 2) generator removal and disposal, 3) fuel tank
removal and disposal, 4) shelter removal and disposal and 5) site restoration. Only one vendor, Digitcom,
Inc., responded to the ITB. Digitcom has extensive experience in the removal of communication towers.
The proposed agreement is for Digitcom to remove the three towers listed including removal of ancillary
components and site restoration:
Site Address Cost Council District
Fire Station#9 2575 Polaris Drive $13,930.00 CD2
Bridge Street 6401 Bridge Street $16,512.00 CD4
Jenkins Heights 5800 Boat Club Road $14,905.00. CD 7
Total $45,347.00
As each tower is removed and the site inspected and approved by City staff, payment will be made to
Digitcom.
BID ADVERTISEMENT - The Invitation to Bid was advertised in the Commercial Recorder on March 9 and
16, 2005.
M/WBE-A waiver of the goal for MNVBE subcontracting requirements was requested by the Purchasing
Division and approved by the NI/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
Logname: 13P05-0080 Page 1 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
BQN\05-00801LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0046020 $45347.00
Submitted for Cid Manager's O_ff_ice by: Richard Zavala (Acting) (6222)
Or inating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)Pete Anderson (8781)
Logname: 13P05-0080 Page 2 of 2