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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a home-
rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties,
Texas, acting by and through its duly authorized Assistant City Manager, and EMD
CONSULTING GROUP, LLC ("Consultant"), a Missouri Limited Liability Company , and
acting by and through Rick Daley its duly authorized representative. City and Consultant are
each individually referred to herein as a"party"and collectively referred to as the"parties." The
term "Consultant" shall include the Consultant, its officers, agents, employees, representatives,
contractors or subcontractors. The term "City" shall include its officers, employees, agents, and
representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with
professional consulting services for a strategic planning study for the Fort Worth Botanic Garden
("Garden"), which will include the preparation of baseline information for the Garden's current
operations and benchmark with comparable institutions, an organizational analysis of strengths and
challenges, reconsideration the Garden's mission, creation of a unified vision in cooperation with
support groups, setting of goals and development of objectives and timelines for achieving them,
and a financial analysis. Specifically, Consultant will perform all duties outlined and described in
the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all
purposes, and further referred to herein as the "Services." Consultant shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Consultant
shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions
of this Agreement shall control.
2. Term.
This Agreement shall commence upon April 15, 2016 ("Effective Date") and shall expire
no later than April 14, 2017 ("Expiration Date"), unless terminated earlier in accordance with the
provisions of this Agreement or otherwise extended by the parties. This Agreement may be
renewed on for two consecutive one-year terms at the City's option.
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3. Compensation.
The City shall pay Consultant an amount not to exceed $97,925.00, as set forth in
Exhibit B, which is attached hereto and incorporated herein for all purposes, and 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. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such
invoice. Consultant may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either 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 Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable
detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice
from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder,the 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 have been
appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Consultant shall provide the
City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a
requirement to perform services hereunder, Consultant shall return all City provided data to the
City in a machine readable format or other format deemed acceptable to the City and certify that
all City data has been removed from Consultant's computers and other electronic devices.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
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made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement. In the event that any conflicts of interest arise after
the Effective Date of this Agreement, Consultant hereby agrees immediately to make full
disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products,
materials, or methodologies proprietary to Consultant. The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain
any rights in such proprietary products, materials, or methodologies unless the parties have
executed a separate written agreement with respect thereto. Consultant, for itself and its
officers, agents and employees, agrees that it shall treat all information provided to it by the
City ("City Information") as confidential and shall not disclose any such information to a third
party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Consultant shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been
compromised, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from
further unauthorized disclosure.
6. Right to Audit.
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 at reasonable times any
directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement at no additional cost to the City. 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 not less than 10
days written notice of any 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 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 not less than 10 days written
notice of any intended audits.
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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. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any
officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor
any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any
employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractors.
8. Liabili i 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 PROPERTYDAMAGE 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 MIND 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 consent to an
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assignment, the assignee shall execute a written agreement with the City and the Consultant
under which the assignee agrees to be bound by the duties and obligations of Consultant under
this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Consultant under
this Agreement as such duties and obligations may apply. The Consultant shall provide the City
with a fully executed copy of any such subcontract.
10. Insurance.
10.1 The Consultant shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability with a combined limit of not less than $1,000,000 per
occurrence.
2. Automobile Liability Insurance with a combined limit of not less that $1,000,000 per
occurrence.
3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
5. Any other insurance as required by City.
1.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. 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. 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.
4. The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. 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.
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11. Compliance with Laws, Ordinances,Rules and Reiulations.
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.
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:
City of Fort Worth With Copy to the City Attorney
Attn: Susan Alanis at same address
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817) 392-8180
TO CONSULTANT:
EMD Consulting Group, LLC
Attn:Rick Daley
140 Foothills Drive
Hendersonville,NC 28792
Phone: (828) 707-5863
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally
for a period of one year after its termination, solicit for employment or employ, whether as
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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.
This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
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. Governing Lam:and Venue.
This Agreement shall be construed in accordance with the 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 Maieure.
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 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. Amendments.
No amendment of this Agreement shall be binding upon a parry hereto unless such
amendment is set forth in a written instrument, and duly executed by an authorized representative
of each party.
23. Entirety of Agreement.
This Agreement, including any 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.
24. Signature Authority.
The person signing this Agreement, and any amendment hereto, 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. Each parry is fully entitled to rely on- these warranties and
representations in entering into this Agreement or any amendment hereto.
25. Counterparts.
This Agreement may be executed in in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same. An executed Agreement, modification;amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,
and reflects the signing of the document by any party.Duplicates are valid and binding even if an
original paper document bearing each parry's original signature is not delivered.
26. Third Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Consultant, and their lawful successors or assigns, and are not intended to create any rights,
contractual or otherwise,to any other person or entity.
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27. Survival.
Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
Executed in multiples this the/ day of 2016.
AGREED: AGREED:
CITY OF FORT WORTH: EMD CONSULTING GROUP, Ile:
By. By:
Sus anis Richard Daley
Assistant City Manager Member
Date: Date:
.�®f FO
00
ATTEST: ° ATTEST:
0
By:
Mary J. serN Name
City Secretary � "�° °°
Title
APPROVED AS TO11 EGALITY:
L:��a
Tyler Wal ch
Assistant' ' Attorney
CONTRACT AUTHORIZATION:
M&C: C-27658
Date Approved: March 29, 2016
Form 1295 Certification No. 2016-27619
EMD Consulting Group,LLC
Professional Services Agreement—General
Page 9 of 16 Rev. 12/2015
27. Survival.
Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
Executed in multiples this the day of AU' A 2016.
AGREED: AGREED:
CITY OF FORT WORTH: EMD CCU I GROUP, Ile:
By: By:
Susan Alanis Richard Dale
Assistant City Manager Member
Date: Date: 11y �6/
ATTEST: ATTEST:
By 1�2�1F ��C !I -OTIS)L ks-.
Mary J. Kayser Name lCx
City Secretary Title
APPROVED AS TO FORM AND LEGALITY: qj
U@,
Tyler Wallach �y� '� o� 2
Assistant City Attorney P oi12��ti�����
CONTRACT AUTHORIZATION:
M&C: C-27658
Date Approved: March 29, 2016
Form 1295 Certification No. 2016-27619
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Professional Services Agreement—General
Page 9 of 16 Rev. 12/2015
EXHIBIT A
STATEMENT OF WORK
PURPOSE
Consultant shall develop a Strategic Planning Study ("Study") for the Garden. The Study should
guide the Garden, City of Fort Worth, and Garden support groups through a review and revision,
as needed, of the Garden's current business/operating model and should direct efforts to
implement recommendations from the 2010 Master Plan ("Master Plan") and the 2005 Museum
Assessment Study ("MAP"). This Study should consider input from all stakeholders and give
clear, quantifiable steps to move the Garden forward toward an agreed upon set of major goals in
an efficient and fiscally responsible way. The Study must subjectively and objectively guide
Garden staff and support groups on where to focus resources for best return, on the best business
model for achieving success, on how to manage growth to provide financial stability and
improved customer experience, and on which issues are most important to Garden users and
most affect long-term viability of the Garden. It is the purpose of this study to select and develop
those ideas and initiatives that will deliver the greatest impact utilizing current and possible
future resources.
1) Generally
a) The elements set forth below comprise the main Services to be provided by the
Consultant. These Services are not all-inclusive and may change during the course of this
Agrgement in response to data received and public input, but represent major study areas
_requiring professional advice. It is understood between the parties that the Consultants
expertise and experience in this area shall inform the totality of the Study; therefore,
Consultant shall provide the advice and assistance necessary to ensure maximum usability
of the study information obtained regardless of the specificity of the Services set forth
herein.
2) Outline/Contents
a) The proposed outline of the Study should include the following, which may be amended,
as necessary,to meet the needs of the City as the study progresses.
i) Introduction and Background
ii) Mission and Vision Statements
iii) Financial Strategy Statement
iv) Core Values
v) Institutional Scope
vi) Strategic Competitive Advantage
vii) Strengths, Weaknesses, Opportunities, and Threats (SWOT)Analysis
viii) Organizational Analysis and Recommendations
ix) Strategic Goals including Strategy Statement
x) Strategic Priorities
xi) Objectives
xii) Financial Implications of the Strategic Plan
xiii) Executive Summary
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3) Supporting Documents
a) The Consultant shall provide the City with the following documents as part of the Study,
which are intended to support the overall findings of the Study:
i) Benchmarking Study
ii) Organizational Change Recommendations, as needed.
iii) Master Plan and MAP Study Analyses
4) Proposed Timeline for Completion of the Services
a) The preliminary schedule for completing the Services is set forth below, which may be
amended from time-to-time upon mutual written agreement of the parties. Consultant
shall meet all deadlines as provided herein unless otherwise agreed by the parties, in
writing. Item (i)-(vi) and (viii) in this proposed timeline including, but not limited to, any
Services and documents associated therewith, shall be deemed to be deliverables that will
be due to the City as part of this Agreement.
i) First Workshop at the Garden April 18-22, 2016
ii) Initial Working Draft of Study Due to Director April 29, 2016
iii) Second Workshop at the Garden May 2-5, 2016
iv) Third Workshop at the Garden May 23-25, 2016
v) Final Working Draft of Study to Director July 11, 2016
vi) Park and Recreation Board Presentation July 27, 2016
vii) City Council Presentation(by City staff) August 23, 2016
viii) Final Study Due to Director September 12, 2016
ix) City Council Action on the Study October 18, 2016
5) Garden Stakeholders
a) The following individuals and organizations shall be defined as Garden Stakeholders for
the purpose of this Agreement:
i) Garden staff
ii) Park and Recreation Department("Department")administration
iii) Strategic Planning Committee
iv) Garden support groups, including, but not limited to, the Fort Worth Botanical
Society and Fort Worth Garden Club
v) Garden users and the general public
vi) Park and Recreation Advisory Board and other City governance bodies as requested
by the Director or required by City ordinance, rules, and regulations
vii)Other interested parties at the request of the Director.
6) Workshops
a) Consultant shall conduct three separate workshops at the Garden pursuant to the terms of
this Agreement.
i) First Workshop—The purposes of the first workshop shall be for the Consultant to (1)
tour the Garden with City staff, (2) receive input from the Garden Stakeholders
concerning the current operation of the Garden, including, but not limited to, the
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Master Plan and MAP assessment, (3) provide information on the strategic planning
process by clearly defining approach, goals, and expected results, and (4) performing
any other obligations set forth in this Agreement.
ii) Second Workshop — The purpose of the second workshop will be for the Consultant
to present its ideas for the Study based on input received from the first workshop and
its own research into the Garden, including, but not limited to, current and past
operation of the Garden, Master Plan and MAP assessment, and the items set forth in
Section 7 of this Exhibit A. The Consultant shall gather input from Garden
Stakeholders at this second workshop and make any revisions to the Study as may be
deemed necessary by the Director.
iii) Third Workshop — The purpose of the third workshop will be for the Consultant to
present a final working draft of the Study to the Garden Stakeholders and receive
input on that Study to be used in the final Study documents.
b) The proposed timeline for conducting the workshops is set forth in Section 4 of Exhibit
A.
c) Consultant shall prepare written agendas, for review and approval by Director, in advance
of each scheduled workshop. Consultant shall provide any draft agenda to the Director at
least seven(7) days prior to the scheduled workshop.
7) Methodology
a) The Consultant shall perform the following as part of the Services to be provided herein,
all of which shall comprise the draft and final Study.
i) Review and Assessment of the Master Plan and MAP
(1) Evaluate the Master Plan and MAP with senior staff from the Department,
formulate a list of issues and concerns to be considered, and develop key issues to
include as discussion topics for overall planning efforts.
(2) Discuss its initial findings with the Garden Stakeholders during the first
workshop. Following those discussions, the Consultant shall prepare written
assessments and deliver the same to the Director of the Department or that
person's designee("Director") for review and approval as part of the Study.
(3) Consultant shall include its review and analysis of the Master Plan and MAP as
part of the supporting documents for the Study.
ii) Benchmarking Analysis with Peer Gardens.
(1) Consultant shall perform a benchmarking analysis of Peer Gardens and include
such analysis as part of the supporting documents for the Study.
(2) Peer Gardens shall be defined as those with:
(a) Operations of similar size and scope or with other characteristics of
operational or organizational interest to the Study;
(b) Similar communities relative to population and demographics or that have
characteristics that are otherwise relevant; or
(c) Governance of similar type (municipal, county, or regional government, etc.)
currently or previous to a recent(15 years or less) reorganization.
iii) Analysis of the Garden's Existing Strategic Position:
(1) Discuss issues identified during review of the Master Plan and determine
relevance of proposals to current conditions in the Garden and the City of Fort
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Worth and any major planning concerns not included in that Master Plan. As full
master planning and cost estimating studies are not within the scope of this Study,
Consultant shall make recommendations at the strategic level for general guidance
only.
(2) Discuss recommendations of the MAP study for its strategic implications and
application during the first workshop and make strategic recommendations based
on those discussions.
(3) Review the existing business model of the Garden to determine its effectiveness
in moving the Garden forward in a competitive fundraising, educational, and
tourism environment. Make recommendations for changes to that model, as
needed, to achieve goals of strategic and master plans and assure fiscal soundness
and relevance of public services in the future. Results from this analysis should
inform the financial strategy and other strategies, goals, and objectives identified
in the study,as appropriate.
(4) Analyze current financials and how they affect fiscal fitness to move forward with
changes under consideration. Research possible adjustments to make the financial
model more effective,as needed.
iv) Define and Refine the Garden's Mission and Strategic Stren lls:
(1) Discuss the Garden's current mission and revise as needed to assure a powerful
statement of why the Garden exists.
(2) Define the Garden's vision, describing what the Garden will accomplish during a
mutually agreed upon time frame.
(3) Work with Garden Stakeholders to articulate specific core values, describing the
standards by which the Garden operates and what it values most.
(4) Lead stakeholders in a SWOT analysis or similar exercise during the first
workshop to determine strategic strengths and opportunities and understand
weaknesses and threats.
v) Goalsettin :
(1) Develop key, institution-wide, strategic goals from the information that is
gathered during the first workshop and revise in subsequent workshops, as
needed.
(2) Devise planning and management objectives that are (1) measurable, (2) have
defined timelines, and (3) name specific parties responsible for accomplishing
goals(on subsequent visits after goals are determined).
(3) Include performance standards and other quantifiable measures to assure timely
and focused performance.
vi) Prepare a Financial Analysis and Study that:
(1) Describes the Garden's current financial situation, especially trends and their
implications for future growth and stability.
(2) Lists current revenue sources and projects possible future funding.
(3) Inventories expenses and projects future costs.
(4) Analyzes financial implications of the Master Plan,MAP study, and strategic plan
recommendations.
(5) Develops short-term and long-term strategies for financial stability, including, but
not limited to, potential revenue generation and cost containment.
ENM Consulting Group,LLC
Professional services Agreement—General
Page 13 of 16 Rev.12/2015
vii)Gather Insights, Opinions, and Other Relevant Input from Garden Stakeholders:
(1) Develop appropriate content for the Study elements described above, to include
the collection of data through on-site meetings at the Garden and input sessions
with the Garden Stakeholders.
(2) Analyze and incorporate additional data collected as necessary via email, mail, or
other methods during compilation and analysis from the Garden Stakeholders.
viii) Analyze the Data Acquired from the Information-Gathering Activities Above:
(1) Against results of research in benchmarked gardens, incorporating key metrics to
inform discussions and provide background for the strategic plan and financial
study.
(2) By compiling open-ended input into clear strengths and weaknesses, achievable
goals and strategies with measurable outcomes, or other understandable and
applicable concepts. The Consultant will provide a mechanism for reporting
progress on reaching objectives.
(3) Through analyzing and reporting financial and other objective data sets and
subsets using standard accepted statistical analysis as appropriate.
8) Review and Approval of the Study
a) The Consultant shall provide the Director with all deliverables within the timeline set
forth in Section 4 of this Exhibit A, including, but not limited to, all working and final
versions of the Study.
b) The Study is subject to review by the Garden Stakeholders, including, but not limited to,
the Park and Recreation Advisory Board, and final approval of the City Council.
c) All draft and final versions of Study shall include graphic information and other
explanatory techniques as required for most easily comprehended results and
recommendations.
d) Consultant shall provide all working and final versions of the Study in both digital and
written form to be presented to and made available for review by the City Council, City
staff and Fort Worth citizens.
9) Miscellaneous
a) Meetings will be held separately with City staff and Garden support groups in some
instances and together with various groups, as determined by the Director. The
Consultant should guide these public representatives in seeking efficiency and an
environment that is conducive to input from all parties while maintaining an open and
transparent public process. Planning committee meetings will be open to the public for
comment following discussion whenever possible and at least one public meeting will be
held during each workshop.
EMD Consulting Group,LLC
Professional services Agreement—General
Page 14 of 16 Rev.1212015
EXHIBIT B
PAYMENT SCHEDULE
1. Total Compensation. Total compensation under this Agreement shall not exceed Ninety-
Seven Thousand Nine Hundred Twenty-Five Dollars and No Cents ($97,925.00) for all
Services performed under this Agreement to include the total of the Consultant's fixed
fee and all reimbursable expenses.
a. Fee. As full and complete compensation for all Services described herein,
Consultant shall be paid a fee of up to Eighty-Four Thousand Fifty Dollars and
No Cents ($84,050.00), exclusive of travel expenses. The City shall pay the
Consultant in the following installments set forth below:
i. Twenty-One Thousand Twelve Dollars and 50/100 ($21,012.50) within
thirty (30) calendar days after the Consultant conducts and completes the
first workshop and submits the initial draft Study.
ii. Twenty-One Thousand Twelve Dollars and 50/100 ($21,012.50) within
thirty (30) calendar days after the Consultant conducts and completes the
second workshop.
iii. Twenty-One Thousand Twelve Dollars and 50/100 ($21,012.50) within
thirty (30) calendar days after the Consultant conducts and completes the
final workshop.
iv. Twelve Thousand Six Hundred Seven Dollars and 50/100 ($12,607.50)
within thirty (30) calendar days after the Consultant submits the final
draft Study.
v. Eiaht Thousand Four Hundred Five Dollars and No cents ($8,405.00)
within thirty (30) calendar days after the Fort Worth City Council
approves the final Study.
b. Reimbursable Expenses. In addition to any fee herein, City shall reimburse
Consultant for reasonable and necessary travel expenses in an amount not to
exceed Thirteen Thousand Eight Hundred Seventy-Five Dollars and No Cents
($13,875.00). Incurred reimbursable expenses will be paid concurrently with any
invoice submitted for the performance of Services.
2. Following completion of each of the listed milestones set forth above, the Consultant
shall provide the City with a signed fee invoice summarizing (i) the portion of the
Services that has been completed and (ii) the Reimbursable Expenses that have been
incurred and requesting payment. In submitting invoices, Consultant shall provide
copies of receipts for all Reimbursable Expenses. If the City requires additional
reasonable information, it shall request the same promptly after receiving the above
information and the Consultant shall provide such additional reasonable information to
the extent the same is available. Invoices shall be submitted to the City of Fort Worth,
attention Bob Byers, 3220 Botanic Garden Boulevard,Fort Worth, Texas 76107.
3. On full and final completion of the Services, the Consultant shall submit a final invoice,
and City shall pay any balance due within 30 calendar days of receipt of such invoice.
4. In the event of a disputed or contested billing, only the portion being contested will be
withheld from payment, and the undisputed portion will be paid. City will exercise
EMD Consulting Group,LLC
Professional Services Agreement—General
Page 15 of 16 Rev. 12/2015
reasonableness in contesting any bill or portion thereof. No interest will accrue on any
contested portion of the billing until the contest has been mutually resolved.
5. For contested billings, the City shall make payment in full to Consultant within 60
calendar days of the date the contested matter is resolved.
EMD Consulting Group,LLC
Professional Services Agreement—General
Page 16 of 16 Rev. 12/2015
27. Survival.
Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
Executed in multiples this the day of 92016.
AGREED: AGREED:
CITY OF FORT WORTH: EMD CO T N OUP, lie:
By: By:
Susan Alanis Richard Daley
Assistant City Manager Member
Date: Date:
ATTEST: ATTEST:
By: -
Mary J.Kayser N e..? wA F-S A. H Q,
City Secretary Title k.6-rAOL
APPROVED AS TO FORM AND LEGALITY:
Tyler Wallach
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C-27658
Date Approved: March 29, 2016
Form 1295 Certification No. 2016-27619
EMD Consulting Group,LLC
Professional Services Agreement—General
Page 9 of 16 Rev. 12/2015
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA - *
COUNCIL ACTION: Approved on 3/29/2016 -Ordinance No. 22142-03-2016 & 22143-03-2016
DATE: 3/29/2016 REFERENCE C-27658 LOG NAME: 80BOTANICGARDSTRATPLAN
NO..
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Acceptance of Donations from the Fort Worth Botanical Society, Inc., in the
Amount of$33,000.00 and Fort Worth Garden Club in the Amount$33,000.00 to Help
Fund a Strategic Planning Study for the Botanic Garden, Authorize Execution of a
Professional Services Contract with EMD Consulting Group, LLC, in the Amount of
$97,925.00 for a Strategic Planning Study for the Botanic Garden and Adopt
Appropriation Ordinances (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acceptance of a donation in the amount of$33,000.00 from the Fort Worth Botanical
Society, Inc., to help fund a Strategic Planning Study for the Fort Worth Botanic Garden;
2. Authorize the acceptance of a donation in the amount of$33,000.00 from the Fort Worth Garden Club to
help fund a Strategic Planning Study for the Fort Worth Botanic Garden;
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Botanic Garden Strategic Plan Project of the Special Donations Capital Projects Fund in the amount of
$66,000.00;
4. Adopt the attached appropriation ordinance increasing appropriations in the amount of$31,925.00 in the
Botanic Garden Strategic Plan Project of the Park and Recreation Improvements Fund to fund a Strategic
Planning Study for the Fort Worth Botanic Garden and decreasing fund balance in the Unspecified Center
of the fund by the same amount; and
5. Authorize the execution of a Professional Services Contract with EMD Consulting Group, LLC, in the
amount of$97,925.00 for a Strategic Planning Study for the Fort Worth Botanic Garden.
DISCUSSION:
On November 23, 2015, a request for proposals was released for Professional Planning Services for a
Strategic Planning Study for the Botanic Garden (Garden). This study will prepare baseline information for
the Garden's current operations and benchmark with comparable institutions, conduct an organizational
analysis of strengths and challenges, reconsider the Garden's mission, create a unified vision in
cooperation with support groups, set goals and develop objectives and timelines for achieving them and
provide a financial analysis.
Issues to be examined during this review include, but are not limited to, organization and operations in
comparison with high-performing comparable institutions with particular focus on internal governance and
staffing effectiveness, current and new revenue sources and expenses, financial stability for maintenance
and growth and concrete steps for implementing the 2010 Master Plan.
This solicitation was open from November 23, 2015 to December 21, 2015 as Bid Request 201501 BG. It
was advertised from November 27, 2015 to December 11, 2015 in addition to posting on the City's website
from November 23, 2015 to December 21, 2015. Four qualified proposals were accepted, in order of
receipt, from:
EMD Consulting Group, LLC, St. Louis, MO
Gallagher Consulting Services
http://apps.cfwlnet.org/council_packet/mc review.asp?ID=21996&councildate=3/29/2016 4/25/2016
M&C Review Page 2 of 3
Lord Cultural Services, New York, NY
Oasis Design, Baltimore, MD
Each of the firms submitting was ranked based on experience, quality of required work samples submitted,
proposed timeline and availability, references, M/WBE compliance and cost. EMD Consulting Group was
determined to offer the best value based on its very broad experience working with strategic planning and
benchmarking with botanical gardens and excellent reputation within the industry.
EMD Consulting Group is in compliance with the City's BDE Ordinance by documenting good faith
effort. The City's MBE (AA) goal on this project is 10 percent.
Project Funding:
Source Amount
Donation Funds $66,000.00
Capital Project Funds $31,925.00
TOTAL $97,925.00
The total cost associated with this project is expected to be:
Item Cost
Professional Services $84,050.00
Travel, Misc. Expenses $13,875.00
TOTAL $97,925.00
The Fort Worth Botanic Garden is located in COUNCIL DISTRICT 7, but serves all Fort Worth
residents.
FISCAL INFORMATION/CERTIFICATION:
The approval of this action provides purchasing authority in the amount up to $97,925.00, as specified. The
Director of Finance certifies that, upon approval of this appropriation ordinance, funds are available in the
current operating budget, of the Special Donations Fund and that prior to an expenditure being made, the
Park and Recreation Department has the responsibility to validate the availability of funds.
TO
FundDepartment Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
1-3 30105 0800450 4640001 100259 $66,000.00
3 30105 0800450 5330500 100259 $66,000.00
39302 0800450 1 4623001 1 UNSPECI I UN9200 1 $31,925.00
5) 39302 0800450 1 5330500 1 100259 004920 $31,925.00
5 39302 0800450 4623001 100259 004920 $31,925.00
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
5 30105 0800450 5330500 100259 $66,000.00
5 39302 0800450 5330500 100259 004920 $31,925.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Sandra Youngblood (5755)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21996&councildate=3/29/2016 4/25/2016
M&C Review Page 3 of 3
1295 Form- EMD TX Ethics updated166.pdf
80BOTAN ICGARDSTRATPLAN3AO.docx
80BOTAN ICGARDSTRATPLAN4AO.docx
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21996&councildate=3/29/2016 4/25/2016
CERTIFICATE 4F INTERESTED PARTIES C—O?195e C-1FORM rJ
1 of 1
Complete NOS.1-a and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2.3,5.and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 12016-27619
EMD Consulting Group,LLC
Hendersonville,NC United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for Wh"ia the form is 03/17/2016
being filed.
City of Fort Worth Date Acknowledged:
-I —IV
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
201501BG
Strategic Planning
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(piste of business)
Controlling Intermediary
Siano,Frank St.Louisr MO United States X
James,Braun St.Louis,MO United States X
Dollar,Gary St Louis,MO United States X
MCAVoy, Kari St Louis, MO United States X
Rich,Patricia St Louis,MO United States X
Daley,Richard Hendersonville,NC United States X
5 Check only If there is NO Interested Party, ❑
t
6 AFFID"rr ,,,`��e ODD 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct
01
mom
0c, = Signature of authorized aq6t of contracting business entity
r
�i
thtnt 1
AFFIX NOTAt�t~,� t 1/E
,`1111111100��
Sworn to and subscribed before me.by the said `G�4!3 /Da this the17�day of �rC
4—jl—,to certify which,witness my hand and seal of office.
Sign e of officer administerW6 administer' oath Printed of officer administerincloath Tide of officer admin" 'ng oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312