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HomeMy WebLinkAboutContract 46698 CITY SECRETA C *TRACT NO. CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Woolpert, Inc., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Storm Water Risk Assessment Project. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with the Storm Water Risk Assessment Project. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $46,500 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth,Texas OFFICIAL RECORD Standard Agreement for Professional Services Revision Date:9124/2014 Page 1 of 19 CITY SECRETARY FT.WORTH,TX RECEIVED MAY 2 6 2915 Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 3 years, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 2of19 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease -each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Transportation Public Works Department Attention: Elizabeth Young, 1000 Throckmorton, Fort Worth, TX 67102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 3 of 19 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 4 of 19 Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 5 of 19 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 6 of 19 and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Elizabeth Young, IT Lead Programmer Analyst Transportation and Public Works Stormwater Management Division 1000 Throckmorton Street Fort Worth, Texas 76102 Consultant: Woolpert, Inc. Attn: Kirk McClurkin 116 Iverness Drive East, Suite 105 Englewood, Colorado 80112 Article XVI Headings City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 7 of 19 The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement Special Terms and Conditions Attachment C, which is incorporated by reference herein, modifies the terms and conditions of this Agreement. Article XVII 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 but one and the same instrument. REMAINDER OF PAGE INTENTIONALLY BLANK SIGNATURES AND ATTACHMENTS TO FOLLOW City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 8 of 19 Executed and effective this the�P�day op'rW, 20) BY: BY: CITY OF FORT WORTH ENGINEER Woolpert, Inc. 114� C4wL-- 24 2:�e�lz Fernando Costa Kirk McClurkin Assistant City Manager <Title> 4/1 C.� ��"`' 04-- � Date: .S%. zAT Date: APPROVAL RECOMMENDED: Doug Wie ig, PE Director, Transportation / Public Works APPROVED AS TO FORM AND LEGALITY GSA Contract Number: GS-35F-0425P By: 'ffou as W. Black SAD n4c- #4�ox Assistant City Attorney 'b�j ATTEST: / °® �� 0 City Se ry '00000000 10 A NO M&C REQUIRED OFFICIAL RECORD City of Fort worth,Texas CITY SECRETARY Standard Agreement for Professional Services Revision Date:9/24/2014 FT.WORTH TX Page 9 of 19 f Attachment A SCOPE OF SERVICES OVERVIEW This Scope of Services identifies the services and activities that will be provided by Woolpert during the City of Fort Worth's Risk (Criticality) Assessment project to support Storm Water Assets and Accela EMSE Scripting Support. Roles and responsibilities are identified for each stakeholder and member of the project team, as well as specific services, deliverables, and timeframes. Sections within this document correspond to specific tasks identified in the Project Schedule. Tasks have been described in detail and will focus on addressing the City's goals and business objectives. The City's relevant project goals for this project include: ■ Develop a GIS-centric methodology for the City to identify the Business Risk Exposure of storm water assets (BRE) through the identification of Probability of Failure (POF) and Consequence of Failure (COF) factors. This will include identifying the general replacement costs of Storm Water assets. ■ Provide Accela EMS Scripting support (up to 100 hours) Project Clarifications The following assumptions apply to this Scope of Services: ■ All work will be performed on a Time and Material basis based on GSA rates. ■ The Woolpert Project Manager and lead Consultant (Kirk McClurkin) will be involved in all phases of this project, including scoping, management, and delivery of services, up until the project close-out defined in the Project Plan. ■ The Project Schedule defines the specific dates and delivery milestones of the project. The Woolpert Project Manager will coordinate with the City Project Manager to ensure schedule compliance. ■ Confirmation of onsite task readiness received by the Woolpert Project Manager from the City is considered authorization to commit billable consultant resources to the Project. ■ Travel by Woolpert personnel to the City work sites is required to facilitate the onsite work in this Scope of Services. ■ In order to confirm the availability and scheduling of consultant resources, a written Notice to Proceed is required to be issued to Woolpert by the City. ■ In the event that changes to a Scope of Services are requested or required, by either the City or Woolpert, said changes should be addressed and negotiated on a per occurrence basis. This must happen prior to performing any work associated with the change. ■ A change in scope by the City will require billable time for Woolpert to rework the Scope of Services, schedule and fee. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 10 of 19 ■ The City will submit feedback inside Microsoft Word documents using track changes. ■ Ensure that project team members are available for identified meetings and individuals have been identified that are responsible for making key project decisions in aforementioned meetings. ■ Up to 5 assets types will be provided by the City for the setup and analysis within 10. ■ Up to 40 POF and/or COF factors will be configured. ■ 10 Training will be provided during workshops and ad-hoc training can be provided following final demonstration. Woolpert's Solution and Approach The Woolpert Team is proposing to provide and implement Woolpert's Infrastructure Optimization (10) software. 10 is an ESRI@ ArcGIS extension/add-on that leverages the City's GIS, EAM/CMMS and third-party data investments and extends the functionality of the City's current work and asset management program. 10 provides a structured, quantitative approach that empowers asset managers to make "when-and-where" decisions by evaluating, understanding, and managing risk to support effective prioritization of maintenance and capital improvement expenditures. Woolpert's 10 Toolset improves decision-making for: • Risk assessment and management • Baseline replacement costs and predicted renewal times • Optimized decision-making • Renewal and maintenance prioritization • Renewal and maintenance materials alternatives (and associated cost impacts) • Capital investment vs. enhanced maintenance • Capital investment timing • Long-term fiscal alternatives • Short-term packaging for capital projects Woolpert's approach to implementation includes deployment, education, training, consulting and support of required staff throughout the implementation and post implementation. The focus of the statement of work is on the setup and configuration of: • Risk assessment and management • Baseline replacement costs City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 11 of 19 PROJECT MANAGEMENT Due to the nature of this assessment and the fact that a Woolpert senior consultant will be part of the majority of the work, Woolpert will provide the following general project management services for this initial effort: • Develop an initial Schedule in cooperation with the City's Project Manager. • Coordinate project events with the City's Project Manager and Woolpert Team members. • Author, edit, review, and distribute project documentation and technical reports as required. • Facilitate in-process review meetings with the City's Project Manager and end-users as scheduled, and appropriate, throughout the duration of the project. • Perform miscellaneous project administration (e.g. arrange travel, internal project updates). • Anticipate problem areas and propose and facilitate solutions. Deliverables ■ Project schedule in Microsoft Project ■ Implementation and integration assessment meeting agenda in MS Word and/or Adobe PDF format. ■ On-going project management, including resource allocation, invoicing and general consulting. Assumptions ■ Provide a point of contact for all project management issues and questions. ■ Schedule with staff and provide facilities for on-site meetings and off-site conference calls. ■ The invoice should be broken down by hours and accompanied by an updated schedule with updated % completes. Client Responsibilities ■ The City will create and structure a core project team. Team will contain a mix of domain and technical experts and have representation from, at minimum, each of the different sections involved in the implementation. ■ Invoices will be sent to the City Project Manager for review and approval. TECHNICAL SCOPE OF SERVICES The following scope of services outlines the approach to performing this assessment and EMSE scripting. Woolpert estimates a schedule of 90-120 days from a Notice to Proceed. Woolpert is willing to modify the following implementation approach and schedule as needed to City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 12 of 19 best meet the needs of the City. Task I /Pre-project Planning L KJ/\ 1 Woolpert will submit a request for information memorandum to the City to request key data, such as a backup of the GIS and asset cost data, to support the project. Once the data is received, Woolpert will begin to evaluate it in preparation for on-site workshops. A kickoff conference call will be organized after reviewing the data provided by the City. The conference call will be meant to go over the scope of services and schedule, as well as answer any questions. The call will be approximately one - two hours. Woolpert will coordinate and assist the City with installing the 10 toolset and the supporting SQL database, and it will be performed remotely. The 10 toolset will be an extension of ArcGIS. Woolpert will document the major steps of the install. The system will be tested for acceptance and installed on up to 5 machines. This task includes the follow subtasks: ■ Submit Request for Information ■ Hold initial Kickoff Meeting (remote / offsite) ■ Install 10 Remotely ■ Prepare for On-site Meetings /workshops Deliverables ■ RFI memo ■ Kickoff meeting ■ 10 installed City Responsibilities ■ Provide requested information in RFI within five business days ■ Provide asset cost data in format provided by Woolpert ■ Ensure key staff attend kickoff meeting ■ Provide support needed for installation on desktops Assumptions ■ Please see project clarifications section Task 2/Install the Infrastructure Optimization Tool The purpose of this task is to install the Infrastructure Optimization toolset and document installation process. Woolpert, with coordination and assistance from the City, will install the 10 toolset and the supporting database. The 10 toolset will include an add-on to ArcGIS. Woolpert will document the major steps of the install. The system will be tested for acceptance post-install. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 13 of 19 Deliverables • Installation of (10 Add-on and Plug-in) and Configuration of the SQL Server Database. 10 Add on will be installed on up to 5 machines • Installation Documentation in MS Word for both 10 Add-on • Demonstrate working environment City Responsibilities • Install SQL Server 2005, 2008, 2008R2, or 2012 (express edition also supported) and provide IT staff for installation with direction and oversight from Woolpert staff. • Ensure ArcGIS Desktop version 10.1 or 10.2 installation on each of the four (4) identified machines prior to 10 installation. • Support installation of 5 machines • Installation documentation and installation will be tested be City for acceptance Assumptions ■ Please see project clarifications section ■ The Infrastructure Optimization Software costs $15,000. Woolpert will discount this software by -$15,000. Cost to the City will be $0.00. If the city chooses to continue its use of 10, the maintenance cost will be 20% of the original cost or $3,000 annually. The year one (1) maintenance will be included in the price of this Agreement. The second year maintenance fee will be due one (1) year after the date of installation. Maintenance fees for subsequent years shall be initiated by amendment(s) to this Agreement. Task 3/Provide Familiarization Training Once the initial 10 environment has been installed and configured, Woolpert will facilitate a series of on-site software demonstrations for the purpose of introducing the City's project team members to the core functionality and features of the 10 software application(s). For many of the City's project team members, this will be their first exposure to the new 10 software. These demonstrations will provide an initial overview of the features and functions of the software and will serve as a basis for on-going software training and knowledge transfer that will increase in frequency and complexity as the project progresses through the subsequent design, configuration and deployment phases. The on-site software demonstrations will be facilitated over a 1/2 day period. Deliverables • Woolpert will develop a Software Demonstration agenda and provide to the City project manager City Responsibilities • City's project manager to review and accept agenda for Software Demonstrations • City's project manager to schedule and accommodate the appropriate City project team members such that they are available City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 14 of 19 • Secure an appropriate training facility suitable for participants Assumptions • Software Demonstrations will be facilitated utilizing Woolpert demo environment • City's project manager will ensure site readiness and staff participation for the Software Demonstrations • City's project manager will provide a conference room or training room with a projector. During the Software Demonstrations, individual computers are not needed for the participants. The software functionality will be demonstrated from the instructor's computer. Task 4/Risk Assessment and Management Workshops The purpose of this task is to evaluate existing infrastructure data and define potential Probability of Failure and Consequence of Failure risk factors for generating Business Risk Exposure. Woolpert recommends a series of onsite workshops as needed to identify risk factors. In the context of asset management, risk can be defined as the probability of failure (PoF) multiplied by the consequence of failure (CoF) divided by a redundancy factor (R), and is often used as a measure of criticality. The preferred industry term used for this criticality is Business Risk Exposure (BRE). The BRE can provide a consistent methodology for evaluating assets in support of predicting and prioritizing repair and/or replacement projects. At the end of these workshops a two-hour 10 training session will be provided. Deliverables • Draft One - 10 Configuration and Data Recommendations Document in MS Word or Adobe PDF • Provide Two (2) hour 10 training session (onsite) City Responsibilities • Provide resources to collaborate and determine risk factors • The City will be responsible for all GIS data creation that will be used to the develop the Risk Assessment and Baseline replacement costs • Install dates are required for all assets to project potential replacement dates Assumptions • Two Woolpert subject matter experts will provide up to two (2) days of onsite workshops. As needed, up to three (3) follow up offsite workshops, up to two (2) hours each. Task 5/Final Configuration and Onsite Demonstration The purpose of this task is to complete the planned configuration based on the previous workshops. This will be completed by both Woolpert and the City. Once completed and accepted by City, Woolpert will conduct a final demonstration. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 15 of 19 Deliverables • Final 10 configuration • Onsite Demonstration • Ad-hoc 10 Training (up to 2 hours) City Responsibilities • Support configuration • Support demonstration Assumptions • Woolpert will be responsible for configuring five (5) asset types and 40 risk factors. Remaining configuration will be supported by the City, with Woolpert assistance. Task 6 /IO Extended Support As the 10 System is leveraged to support analyzing and optimizing storm water assets for prioritized maintenance and capital planning objectives, the system end-users will undoubtedly identify additional system modifications and enhancements the City would like to have implemented into the configuration. Woolpert will provide up to twenty (20) hours of ad-hoc support. Any additional funds, not used in the previous tasks can be applied to this task, at the discretion of the City. All support will be offsite. Task 7/Accela EMSE Scripting Woolpert and the City will identify opportunities to supplement the Accela Automation Solution Foundations via Event Manager Script Engine (EMSE) script and Expression development. Woolpert will work with key City project stakeholders to create a list of business rules/processes to be automated and prioritize the list. Once the list is prioritized the development tasks will be mutually agreed upon and assigned to project team members. The scripts and expressions developed by Woolpert can be used as models whereby City staff can develop and modify additional EMSE scripts and expressions as needed. Woolpert will provide up to 100 hours of scripting assistance. Prior to the development of a script, the City will approve a design specification that may be a document or in a script list depending on complexity that will be created jointly by the City and Woolpert. The approved document will be used as a basis for determining completion and approval of the deliverable. In terms of specific output, the following tasks will be executed: • Prioritized list of desired EMSE scripts and Expressions • EMSE and Expression script specifications for scripts to be developed by Woolpert • Demonstrated operability of scripts in support environment per the design document specifications City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 16 of 19 Deliverables • Work with City staff to identify potential uses of EMSE scripting and Expressions. • Assist with development of list of desired functionality. • Aid the City in prioritizing which scripts will be developed by Woolpert. • Develop EMSE scripts based on the specifications. • Demonstrate functionality of scripts per specifications. • Provide 100 hours of Scripting Assistance. City Responsibilities • Allocate the time for qualified business and technical experts for the script requirements sessions that are critical to the project success. • Prioritize desired EMSE and Expression functionality to determine which scripts Woolpert will develop. • Provide timely and appropriate responses to Woolpert's request for information. • Verify the Specification meets the intended business requirement. • Allocate the time for qualified personnel to test the script for acceptance. • Ensure that the data populates successfully according to the script requirements document. Assumptions • Review and acceptance of design document with written sign-off from the City. • City will have five (5) business days to conduct verification that each script meets the intended business requirement. If no changes or comments are requested within the five (5) days, the milestone is considered approved by the City. Upon delivery of initial feedback, Woolpert will complete the necessary changes and updates. The second and final review will have three (3) business days for acceptance. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 17 of 19 Attachment B Services quotation for: 1) Storm Water Risk (Criticality) Assessment 2) Accela EMSE Scripting AUTHORIZED GSA PRICING Special Item No. 132-51 Information Technology Professional Services Contract Number: GS-35F-0425P Period Covered by Contract: April 7, 2009 through April 6, 2019 Project rates are based on the GSA rates below: Labor Category 1Rate 6 Rate / / / Project Manager $196.22 $201.33 System Analyst $191.91 $196.71 Jr. DB Dev/Programmer $173.30 $177.63 Technical Specialist $118.88 $121.85 Clerical $67.53 $67.53 Each task will be invoiced based on the hourly rates but not to exceed the costs shown below: Storm Water Risk (Criticality) Assessment (Tasks 1-6) Labor $26,000.00 Total Direct Costs/Travel $3,170.00 Accela EMSE Scripting (Task 7) Labor $17,330.00 Total Direct Costs/Travel $0.00 Total not to exceed costs $46,500.00 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 18 of 19 Attachment C The parties hereby agree to modify the terms and conditions of the Agreement as follows: Article I Scope of Services (2) —The following sentence shall be added as the second sentence of the paragraph: "The Consultant shall perform the services if the Consultant consents in writing." Article 2 Compensation — The third paragraph is revised to replace the words "anything related to, done, or' with the words "payment for labor, equipment, or materials". In addition, the words ", including any act or omission of the City in connection with such services" is deleted from the paragraph. Article V Professional Competence and Indemnification (2) —The paragraph is revised to replace the comma between the words "indemnify" and "hold harmless"with the word "and". The paragraph is also revised to delete the words ", and defend" as well as the word "any" before the word "damage". Finally, the paragraph is revised to add the words "after the Consultant has received payment in accordance with this Agreement, which is" before the word "committed. Article VI Insurance (2) — Subjection (a) is revised to add the words "included or' before the word "endorsed. Subsection (d) is revised to add the words "provide or" before the words "be endorsed". Subsection (g) is revised to add the words "Except as prohibited by law," before the words "Workers' compensation insurance". Subsection (i) is revised to add the words "With respect to Consultant's operations," before the words "Consultant's insurance policies". Article VIII Termination of Contract (3)—The paragraph is revised to include the following sentence at the end of the paragraph: "Nothing in this Agreement is intended to transfer ownership of any of Consultant's or its subconsultant's previously developed intellectual property, including but not limited to drawings, specifications, software, routines, or data. Article IX Right to Audit (3) —The last sentence of the paragraph is revised to replace the words "in effect as of the time copying is performed"with the words"at the time this Agreement was executed". Article XI Observe and Comply — The paragraph is revised to add the word "applicable" before the words "federal, state, and local" as well as before the words "orders, laws ordinances and regulations" in the first sentence. The third sentence is revised to delete the word "defend," and the word "all" before the word "claims" as well as replace the words "arising out of the" with the words "to the extent caused by a". Article XIV Severability — The paragraph is revised to add the following sentence to the end of the paragraph: "The parties agree that such word, phrase, clause, sentence, paragraph, or section held to be invalid or unconstitutional shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. Article XV Notices — The provision is revised to add the words ", nationally recognized courier with receipt verification," before the words "or via U.S. Postal Service". City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 19 of 19