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HomeMy WebLinkAboutContract 46571 CITY SECRETARY 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 Fernando Costa, its duly authorized Assistant City Manager, and S L-s e r c o Inc. ("Contractor"), a Minnesota Corporation chartered under to laws of the State of Minnesota and acting by and through Laurie Allen, CFO, its duly authorized Project Principal each individually referred to as a "party" and collectively referred to as the"parties." The City owns and maintains approximately 240,000 water meters, which are currently read manually. Residential meters are read by a third party service provider, and commercial and industrial meters are read in-house by City staff through a combination of meter reading systems. The City desires to outsource the residential and commercial meter reading services through the use of Advanced Metering Infrastructure(AMI).To achieve this, the City will be required to specify, select, and implement the new AMI.The City has also identified a number of significant business process improvements and operational cost savings that can be realized through the adoption of the AMI technology. The Contractor will provide the City with professional services for the development of an AMI Request for Qualifications(RFQ)document. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with professional services of creating a Request for Qualifications document, acceptable and in compliance with the City's standard policies and procedures, for the creation of an AMI infrastructure program for the City of Fort Worth Water Department. Contractor shall also evaluate and make recommendations to support the project. Contractor will work closely with City staff to perform the following activities: 0 Contractor shall walk the City through the creation of an advanced metering Request for Qualifications from interested parties who shall provide the four items below. Secondly,the Contractor will remain with the City to score the responses. Specifically,Fort Worth has listed the four goals below: 1) Detailed audit to create/expand revenue streams and reduce water loss 2) Guide City's Advanced Metering Infrastructure effort 3) Cost effective program management from design through installation 4) Performance based contract preferred 0 N • Assemble City stakeholders and conduct a kick-off meeting. During the kick-off meeting,the Contractor Q shall review the project objectives,approach,and the RFQ schedule,which must be approved by the City. UJ • Following the kick-off meeting, the Contractor shall schedule interviews with City stakeholders and subject matter experts.The purpose of the interviews will be to gather relevant information about the City's current status and future needs of the City relative to meter reading and AMI. The Contractor will also work to understand the procurement and contractual requirements of the City. The interviews will be a ren combination of in-person and phone interviews. C) OFFICIAL RECORD p 0 CITY SECRETARY C.0 Professional Services Agreement—SL-serco, Inc. FT.WORTH,TX 0 c'3; • Using information gathered during the interview process,the Contractor shall develop the system requirements for the new AMI. The requirements will consider the following aspects of the system: functional (what the system should be able to do),technical (how the system is designed), and integration(how the system interacts with other systems). • Develop a draft RFQ document for the Advanced Metering Systems Integrator and provide the draft to the City for review and acceptance. While the system requirements form the core of the RFQ, there are a number of other items that should be put to the respondents. o Firm qualifications o Personnel o Experience o Overview of the technical architecture of the proposed solution o Approach that will be used to implement the proposed solution o Software licensing model o Warranties o Terms and Conditions • Conduct a requirements and RFQ review workshop with City staff. During this workshop,the Contractor will present the draft functional and technical requirements, and will walk through the draft RFQ to gather feedback, edits and acceptance by the City. • After receipts of comments and edits from the City,the Contractor will finalize the RFQ and provide the finalized RFQ to City. • SL-serco shall perform these services following a 12 week or longer process in order to complete Fort Worth's Request for Qualifications. • Gather data on meter database, performance information, service and functional requirements. Then with that data build a project charter. The project charter will outline tasks, people involved, schedule and tools used to complete the project. Have a phone introduction with key project stakeholders and staff. o Kickoff meeting which will include a 1 day process share review o Phone meeting to create the long list of options o Meet onsite to further understand costs and utility processes o Evaluate data and build Case Studies o Survey similar utilities for lessons and process changes o Present Case Studies onsite o Define project risks o Start building RFQ with Procurement Department o Continue Draft RFQ o Decision to publish o Completed RFQ Document Basic Assumptions Contractor further agrees to the following: • The kick-off meeting and interviews shall be conducted over the course of a twelve (12)week continuous Period. • Project meetings will be a combination of on-site at the City's offices,telephone conference calls, and Web meetings. • The City will provide appropriate access to their information systems, including access to system Professional Services Agreement—SL-serco, Inc. Documentation, as required to perform the scope of work. • The City will provide a dedicated AMI Program Manager and IT subject matter expert as part of the City's team to work closely with the Contractor's IT subject matter expert. City's Responsibilities • Provide feedback as needed throughout the project as well as at the end • Tracking and payment of invoices within 30 day terms • Assist in communication between SL-Serco and other vendors as needed Deliverables and Acceptance Criteria Draft RFQ Document Draft RFQ document is submitted to the City for review. Final RFQ Document The City's RFQ review comments have been addressed and the final RFP document submitted to the City. 2. TFR This Agreement shall commence upon the date it is completely executed ("Effective Date")and shall expire on the last day of the twelfth week from the Effective Date, unless additional time is required for the Contractor to complete the final RFQ document or terminated earlier in accordance with the provisions of this Agreement. 3. COMPF.NSAnom The City shall pay Contractor an amount not to exceed $48,500.00 in accordance with the provisions of this Agreement. The Contractor will invoice the City on a lump-sum basis, with 50% of the fee due upon delivery of the draft RFQ Document, and the remaining 50% due upon delivery and acceptance of the Final RFQ Document including scoring the responses. Contractor 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 Contractor not specified by this Agreement unless the City first approves such expenses in writing. Contractor agrees that it can provide the services described in Section 1 for the not to exceed amount. 4. TERMINATION. 4.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with fifteen(15)days written notice of termination. The City may also issue notice of termination for Contractor's failure to perform in accordance with Section 1. Contractor shall respond and correct any failure to perform five(5)business days of such notice of termination, otherwise the Agreement shall be terminated at the end of the 5`}'business day. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City period for any Professional Services Agreement—SL-serco, Inc. payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day 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. 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 Contractor for services actually rendered up to the effective date of termination and Contractor 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. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, 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. Contractor 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Contractor 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 Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor 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 Contractor 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, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible Professional Services Agreement—SL-serco, Inc. for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE L]ABLE 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 CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. CONTRACTOR 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 CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR 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 CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor 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 Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor 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 Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor 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 (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person Professional Services Agreement—SL-serco, Inc. $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, 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 (c) 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 (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 the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor 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 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 Contractor'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. Professional Services Agreement—SL-serco, Inc. 11. COMPLIANCE.WITH LAWS_ORDINANCES,R S AND REG ATIONC. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 including Chapter 17, Article III of the Code of the City of Fort Worth. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor 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 CITY: To CONTRACTOR: City of Fort Worth SL-serco, Inc. Attn: Fernando Costa Attn: Laurie Allen 1000 Throckmorton Street 2817 Anthony Lane S Fort Worth,TX 76102-6311 Suite# 104 Facsimile: (817)392-8654 St. Anthony, MN 55418 Phone: 612-709-6107 or 912-618-4747 Fax: 612-782-9782 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor 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. 15. GOVFRNMFNTAI,PO::'ERS. 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 Contractor to insist upon the performance of any term or provision of Professional Services Agreement—SL-serco, Inc. this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOV . NTN AW/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. 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 Contractor 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. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 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 Contractor, 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. SIGNATURE AUTHORITY. The person signing 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 Professional Services Agreement—SL-serco, Inc. rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement—SL-serco, Inc. INWITWESS WHEREOF, the parties hereto have executed this Agreement in multiples this-day of 2015. ACCEPTED AND AGREED: CITY OF FORT WORTH: SL-serco,Inc. By:7L�*-d�rw� ' Fernando Costa CBy: � Assistant City Manager La ' Allen,CFO Date: 3,224�IS' Date: dr' IN ll�y �r- APPROVAL RECOMMENDED: WITNESS: y Andy Cronberg gy. Com, Director,Acting Name: Caco\t- L. Rr�- _ Title: lU o� Date: �.�■sa��� C_ A OLLOIS ART E Notary Public State of Minnesota By: My Commission Expires ' January 31, 2019 Kara hur Assistant Water Director Business Services APPROVED AS TO FORM AND LEGALITY: Q By: I Z - c X C rista opez-Reyn ds Senior Assistant City Attorney Date: ATTES By: F FoR� Mary Kayser a�°°°°°°°°��� City Secretary 8 Date: q13OFFICIAL RECORD Vo ��p G �$$� �.o030flo 00(' CITY SECRETARY M&C: Not Required _ p►$ FT.WORTH,TX Professional Services Agreement-SL-serco, Inc.