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HomeMy WebLinkAboutContract 26656 CITY SECRETARY CONTRACT NO. PROFESSIONAL CONSULTING SERVICES AGREEMENT FEASIBILITY STUDY This Agreement is entered into by and between the City of Fort Worth, Texas, a home-rule municipality located within Tarrant and Denton County Texas, ("City"), acting through Libby Watson, its duly authorized assistant city manager, and Herbert Sprouse Consulting, acting through Herbert Sprouse its duly authorized President ("Consultant"). 1. SCOPE OF SERVICES A. In accordance with all appropriate professional standards, Consultant agrees to conduct and complete a feasibility study for the adaptive reuse of the Modern Art Museum in accordance with the Proposal submitted by Consultant, attached hereto and incorporated herein as Exhibit "A". B. In the event of a conflict between the terms of this Agreement and the Proposal submitted by Consultant, the terms of this Agreement shall control. C. Consultant shall work closely with Libby Watson in the performance of this Agreement. D. Any changes to the scope of services to be provided hereunder shall be in writing and signed by the authorized representatives of both parties. COMPENSATION As full compensation for the Consultant's professional services performed hereunder, the City shall pay the Consultant the fixed professional fee of $75,000.00. Payment shall be made within 30 days of receipt and approval by the City of all invoices, reports, data and other documents. TERMINATION A. City may terminate this Agreement at any time, with or without cause, by sending written notice to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargable to this Agreement. If the City terminates this Agreement pursuant to this Section, the City shall pay Consultant for services actually performed in accordance herewith and reasonable and necessary expenses incurred prior to such termination in accordance with a final statement submitted by Consultant documenting the performance of such work and incurring of such expenses, and 7bf�p'����EI GMM,Q0�/(Jy U Ila FWD, 0...... not, in any event to exceed the maximum amount specified in Section I above. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate this Agreement. B. Upon termination of this Agreement for any reason, City shall pay all sums then due to Consultant after Consultant provides City will all copies of all completed or partially completed documents prepared under this Agreement. 4. CONFIDENTIALITY No reports, documentation, project evaluation, project designs, data or other information developed by, given to, prepared or assembled by Consultant under this Agreement shall be disclosed or made available to any individual or organization by Consultant without the express prior written approval of City. 5. OWNERSHIP OF DOCUMENTS Upon acceptance or approval by the City, all reports, information, data and other deliverables given to, prepared or assembled by Consultant under this Agreement, and other related documents or items hall become the sole property of City and shall be delivered to the City, without restriction on future use. Consultant may retain copies for its files. Notwithstanding the foregoing, Consultant shall retain ownership of all of its proprietary methodology and technology used in the performance of services hereunder ("Methodology") While the deliverables belong to the City and nothing herein shall be construed as limiting the City's right to use the deliverables for its public purposes related to the study performed hereunder, Methodology remains the sole and exclusive property of Consultant. 6. INDEMNIFICATION AND LIABILITY A. Consultant shall indemnify and hold the City and its officers, agents and employees harmless form any claims and resultant loss, damage, liability or reasonable expense for damage to tangible property and bodily injuries, including death, to any person, including but not limited to officers, agents or employees of Consultant or subcontractors, to the extent caused directly and proximately by the negligence or willful misconduct of the Consultant in the course of performing professional services hereunder. City will give Consultant prompt notice of any such claim. Consultant shall defend at its own expense any suits or other proceedings brought against the City, its officers agents and employees resulting from such negligence or willful misconduct; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting therefrom. Upon assumption of the defense and indemnity of such claims, Consultant shall have the right to control the defense and settlement thereof. 0�IpI����Al L E�(�C�r ED C,��pqU ff�C'J�I(,l' M�L5 l ff U I!o UV\1 V-�UUp ��o B. Approval of City of any of the services or work product hereunder shall not constitute nor be deemed a release of the responsibilities of the Consultant, its employees, agents or associates for the accuracy and competency of their designs, reports, information and other documents or services, nor shall approval be deemed to be the assumption of such responsibility by City for any defect, error, or omission in the documents prepared by the Consultant, its employees, agents or associates. 7. INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant shall have exclusive right to control the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 8. DISCLOSURE OF CONFLICTS Consultant warrants to the City that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Agreement. 9. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign or transfer its rights or obligations herein without the prior written consent of the other party and any attempted assignment or transfer of all or part hereof without such prior written consent shall be void. 10 PUBLIC OR PRIVATE OFFERING, REPORT IN ENTIRETY A. It is agreed by the client that the report is not to be used in conjunction with any public or private offering of debt or equity securities without Consultant's prior knowledge and consent. Such consent will not be unreasonably withheld. B. It is further agreed by the client that the report will be resented to third parties in its entirety and that no abstracting of the report will be made without first obtaining the permission of the Consultant. Such permission will not be unreasonably withheld. �'n Offld° � PECOO © �ff'� ECS-'GRM 11. CHOICE OF LAW; VENUE A. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. B. Venue shall lie exclusively in Tarrant County, Texas. 12. ENTIRETY This agreement, the agreement documents and any other documents incorporated by reference herein contain all the terms and conditions agreed to by the City and Consultant, and no other contracts, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. 13. NOTICE Notices required to be made under this agreement shall be sent to the following persons at the following addresses; provided, however, that each party reserves the right to change its designated person for notice, upon written notice to the other party of such change: If to City: Written notice shall be sent to: Libby Watson, Assistant City Manager 1000 Throckmorton Fort Worth, Texas 76102 (817) 871-8504 FAX (817) 871-6134 If to Consultant: Herbert W. Sprouse Herbert Sprouse Consulting P.O. Box 643 Grantham, NH 03753 (617) 863-5344 FAX (617) 863-5377 14. SEVERABILITY The provisions of this Agreement are severable; and if for any reason any one or more of the provisions contained herein are held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in effect and be construed 69-F GOAL NCO (� S lel $ER Uo 17UC�J I N, d l5l�e as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. 15. MODIFICATION No modification of the contract shall be binding on Consultant or City unless set out in writing and signed by both parties. This agreement has been executed by the parties in Tarrant County, Texas Ci f Fort Worth Herbert Sprouse Consulting Asst. City anager re ident APPR ED AS TO FORM WITNESS: 71;7 Assista City Attorney Name: Title: ATTEST: CORPORATE SEAL: LSU Li-C 10 .Glor' Pearson, City Secretary e- /Y It-q / Contract Authorization Date UNWAL PECORD 16 February 2001 Mr. Ramon Guajardo, Project Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 RE: The Plan for An Adaptive Reuse of the Modern Art Museum and the Scott Theatre: Scope of Services, Schedule and Budget Dear Mr. Guajardo: Based on our conversations and the information that you have provided, I am pleased to present this scope of services, timeline and budget for the Plan for An Adaptive Reuse of the Modern Art Museum and the Scott Theatre. The scope of services is organized in terms of the tasks presented in the Request for Proposals. The organization of the RFP is: • Collect pertinent information (RFP Task1) • Evaluate the building for possible uses and major constraints (RFP Task 2) • Develop case studies to illustrate potential model facilities (RFP Task 3) • Recommend programmatic use and identify users (RFP Task 4) • Identify sources of funding for programs and operations (RFP Task 5) • Recommend a management structure (RFP Task 6) Collect pertinent information (RFP Taskl) During this initial task of the project, the consultant will meet with City staff to establish more fully the context for the project, refine the project schedule, and receive all documents and information that the client group can provide at the outset of the project. Particularly relevant will be feasibility studies, audience studies and programming studies that relate to existing facilities or proposed new buildings or renovations. In addition to the designated city staff members who are the primary client group for this project, the task force group previously assembled (and who interviewed the consultants during the selection process) will serve as an additional advisory group to the study. Herbert Sprouse Consulting expects to meet twice with this group, once early in the study process to access their expertise and opinions, and again as the final conclusions are being developed in order to solicit reactions and advice. There are four distinct types of information gathering to be completed: E)KNOW U Utl UU L*3�_�UII AttiYBY • Review of documentation • Direct interviews with arts organizations and users • Public forums, and • Direct survey research Review of dociimefitatiori The consultant will collect relevant documents and reports and will review infor- mation relating to the arts in the City. These include: • Statistical surveys of the arts, including audience surveys and other marketing or demographic information • Current demographic and economic surveys of the city and county and projections of future development and demographic changes • Program documentation, reports, promotional pieces, legal documents relating to the cultural facilities in the area • Selected information on the programs, activities, and structure of representative arts groups and arts programs • Fundraising information, including historic information on individual and cooperative fundraising programs, and on public funding for arts organizations and programs. Direct Interviews: Evaluation of Current acid Future Facilities Needs of Arts Organizations The needs for new cultural facilities felt by creators and presenters of the arts in Fort Worth will be determined by examining two important issues: 1. Do the current facilities serve their users adequately? 2. What are the foreseeable needs of Fort Worth arts presenters and producers? During this phase, the consultant will initially screen the population of local arts organizations (approximately 70 in number) through a mail questionnaire process to determine the appropriate candidate groups for direct interviews. Herbert Sprouse Consulting will then conduct as series of structured interviews with 30-40 arts organizations, presenters and producers who are active in the area. The interviews will follow a consistent protocol, allowing for quantitative analysis of data and its presentation in tabular and graphic formats. Information to be gathered in the interviews will include: • Current facilities used and frequency of use • Attendance and audience demographics (as available) • Opinions of facility quality and technical capability • Location factors. The results of these interviews will be tabulations of current facilities usage (including equipment and services needs) and realistic projections for future fa- cility requirements by facility size and type and in chronological sequence. E1VK'M b,k GEO '�1U V Scope of Services, Schedule and Budget (moo � nn9 � o page 2 Public Foricros In order to gather meaningful information from the public about their needs and interests, two approaches will be used. The first, a qualitative method, will involve a series of public meetings, carefully publicized and organized locally in cooperation with the Arts Council of Fort Worth and Tarrant County. Based upon information previously provided by the client, we anticipate three neighborhood-based meetings at convenient locations throughout the community to be held early in the study, and a community-wide meeting to discuss potential plans for the building following the research and analysis. Direct Survey Research Two important factors must be evaluated quantitatively if they are to be reliably incorporated into the feasibility assessment. These factors answer central questions: 1. What are the programming interests and preferences of the local marketplace, and are they being served? 2. Is there now and/or will there be in the future, sufficient audience potential to support the new facilities and programs desired by local arts presenters and producers? A highly sophisticated telephone survey research approach for evaluating market conditions and public opinion will be employed. The direct survey technique, when properly designed and employed, yields benefits that cannot be found through any other method. The sample of opinion and information will be reliable. State-of-the-art sample generation and polling procedures will assure that public opinion, interest and involvement will be accurately reported, representing the entire community, not only those who now attend certain events, or who are especially motivated to attend public meetings, or who can be found on certain mailing lists. The critical factors to be investigated through a direct, statistically rigorous survey of the area audience include: • Current and future demographics of the community at large, and of arts attenders (including total population, education, profession, income, age, and others) • Programming preferences, and the extent to which existing preferences are served locally • Facilities-related issues including location, facility comfort and quality, and cost of performances Following an analysis of existing audience surveys and related research, projections for the demographic future of the community, and the relevant results of the interviews with arts organizations, a program of primary survey research will be undertaken by the consultant. This research will take the form of direct telephone surveys conducted under the direction of the Herbert Sprouse Consulting. The consultant has implemented audience research protocols of this type in numerous communities and has found that only the most rigorous survey methods produce reliable and useful results. RBC A, L NOW Scope of Services, Schedule and BudgetCTVIy����EI^f,q��JfR (IIy RAJ page 3 a VVOtl'-L�UU 0ti The sampling method employed for these surveys uses probability sampling (the technique used by the most accurate political pollsters) to develop a geographically representative sample of households. Because the sampling technique is so reliable, a sample of 300 households may be used. This, in turn, allows for the implementation of longer telephone conversations (up to 25 minutes) and the collection of detailed responses about a wide variety of event types, facility locations, and opinion questions. The survey protocol screens the general public for experience in attendance at arts and related events. Areas to be investigated (subject to modification through consultation with the client) are: • Experience of particular cultural events and facilities in the Fort Worth area • Opinions regarding the current state of the arts in the community • Views on potential program initiatives for the community at large and within the cultural district • Demographic descriptors The final result of the analysis of the survey data will be: • Projections of total available audience for cultural institutions and events in the community • Reliable measures of public opinion that are important inputs into the facility planning process • Measures of support for programs proposed for the facility It should also be noted that this information can be of great value to the cultural organizations in the area beyond the facility planning process, as it provides unusual insights into the interests and preferences of their audiences. Prodtcct: Task 1 A section of the final report will consist of the data assembled above, providing an overview of the current and planned arts-related facilities and programs. Demographic trends and public plans for development and/or redevelopment within the City will also be summarized as important background for the planning process. Extensive final report documentation will be provided of the survey findings and projected audience behaviors as they relate to demand for and support of cultural facilities in the metropolitan area. Evaluate the building for possible uses and major constraints (RFP Task 2) In this task there are three important issues to be explored: • Technical assessment • The Cultural District context • Location OUNHICNAL IEND r0l1 tEICE' Ey Scope of Services, Schedule and Budget ( � ��_ � ��We page 4 Teclinical Assessment An assessment of the strengths and weaknesses of the facilities for future use will be made, based on the consultant's extensive experience in evaluating cultural facilities. At this time, extensive engagement of architectural and engineering services is not necessary and is not included in this scope of services. The Cultural District Context Potential common cause, either in terms of operations or programs, will be explored through a series of meetings with representatives of each of the institutions located in the District as well as with the potential university participants. While it is difficult to anticipate the direction that these conversations might take at this time, potential common areas of interest may be: • Joint or contract operation schemes • Marketing and audience development cooperation • Relocation of programs from other venues in the community Again, the key is to assess these ideas for their realism and implementability, and to move the conversations into the realm of practical possibilities. Location The third key issue is to evaluate, through interviews and the audience survey, the impact that locational attributes (access to transportation, adjacency of other facilities, nearness to neighborhoods, and so on) might have on the potential uses of the facility. Prodtcct: Task 2 An important section of the final report will discuss the technical possibilities and limitations of the building, the opportunities and constraints of the building's location and the impact of the Arts District context overall. Develop case studies to illustrate potential model facilities (RFP Task 3) A series of three to five case studies will be developed to describe successful projects that can serve as models for the reuse of the subject property. Criteria for their selection will be established once the range of possibilities in Fort Worth is better understood. Items to be described in the case studies include: • Ownership and operating responsibility for the facility • The seating capacities and technical capabilities of each facility • Current patterns of use including types of users, number of use days and event days, as the information is available • Rates for rental or other usage of the facilities • Geographic area served for audience markets, and typical audience sizes, as available • Ownership and operating scheme and structure of the operating budget �FEW PE00 ED Scope of Services, Schedule and Budget rC�ff ��Mpypage 5 _g Komm, ML. • Lessons learned during construction and operation • Overall impact on the community each facility serves. Prodicct: Task 3 A section of the final report will discuss these case studies and apply their parameters as models when appropriate. Recommend programmatic use and identify users (RFP Task 4) Identify sources of funding for programs and operations (RFP Task 5) Recommend a management structure (RFP Task 6) These tasks are presented together here because they are, in fact, very closely related. The best operating scheme will marry the programs, available funding and management structures in a unique way. So too will the exact relationship between the audiences, programs and operating economics result in a unique economic operating equation. It is important to recognize that there are possibly four functional areas of the facility that will require management: • Management of the physical facilities - in the event that direct responsibility for facilities (such as ticketing, exhibit interpretation, performance venues) falls directly to a building management entity or a district partner • Marketing and promotion of the facility itself- which is essential to the establishment of the building as a focus of activity for both residents and visitors and as a potential opportunity for promoters and presenters from beyond the immediate area. • Provision of additional programming- which may be required and may include the provision of presenter services for a wide variety of events which are marketable and important to the overall goals of the facility, but which have no other available presenter. • Development of fiending - for ongoing building operations, promotion and programming. The consultant will evaluate these areas with specific reference to the types of programming and building use anticipated by the results the market research. Particular attention will be given to identifying ways in which existing management organizations might be extended to accomplish some or all of the management tasks, and to the provision of appropriate representation of participating cultural institutions in facility management decision making. Based on the programming and promotional initiatives recommended and the recommended management structure (or alternatives) an operational budget model will be developed. The exact contents and format of this analysis will be determined by the management requirements and structures identified, but it will include, at a minimum: ^R CU)FRGOQL PECURD C0rV��E(E)MPY Scope of Services, Schedule and Budget A RK. page 6 • Staffing and associated expense for program personnel • Program funds required for implementation of marketing and promotion and events programming • Operations costs including new operational services if appropriate (such as provision of technical presentation services.) Where important decision factors exist for the client (such as in comparing alternative management structures) the operational model will demonstrate the costs and benefits of alternative approaches. Product: Task 4-6 - Proposed Operating Platz The final report will document the proposed management structure (or structures) and the results of the prototype use schedules and financial models to establish overall feasibility of the project and to present a range of optional approaches as appropriate. Timeline for the Project The table below indicates the schedule of major tasks, subject to further refinement with the client. Major Project Tasks Time Period Project contract finalization and March, 2001 initiation Initial site visits, building evaluation, April —May, 2001 meet with client and steering committee, complete mail questionnaire to screen users Interviews with key potential user April —July, 2001 groups, community meetings supporting individuals and community leaders Advertisement and conduct of public April—June, 2001 meetings Implementation of the audience survey Ma , 2001 Delivery of draft final report for review September, 2001 Budgetand Payment Schedule for the Project The project as described above will be completed for a fixed fee of$75,000, including all direct costs and travel and subsistence expenses associated with five trips to Fort Worth for meetings, interviews and presentations. These trips are expected each to be of three to five days duration. The fixed fee includes ten copies of the final report. L NCNB Cd llki20E AMD Scope of Services, Schedule and Budget r " , page 7 The fixed fee for the project will be billed in four installments. The second installment is slightly larger due to the direct costs associated with executing the telephone survey. Upon execution of the contract $20,000 Payment due 1 May 2001 $25,000 Payment due 1 July 2001 $20,000 Upon acceptance of the final report $10,000 Total Fee $75,000 I look forward to working with you on this most interesting project. Sincerely, Herbert W. Sprouse frl?, KID Scope of Services, Schedule and Budget page 8 City of Fort Worth, Texas "Ayer and Council Commoulnoliefaition DATE REFERENCE NUMBER LOG NAME PAGE 3/6/01 C-18491 02SPROUSE 1 of 2 SUBJECT SUPPLEMENTAL APPROPRIATION ORDINANCE AND AGREEMENT WITH HERBERT SPROUSE CONSULTING FOR THE FEASIBILITY STUDY FOR THE ADAPTIVE REUSE OF THE FORT WORTH ARTS CENTER RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached supplemental appropriation ordinance increasing General Fund appropriations by $75,000 and decreasing the unreserved, undesignated General Fund balance by the same amount; and 2. Authorize the City Manager to execute a professional services agreement with Herbert Sprouse Consulting in an amount not to exceed $75,000 to conduct a feasibility study for the adaptive reuse of the Fort Worth Arts Center. DISCUSSION: In 1999, the operators of the Modern Art Museum began construction on a new facility and notified the City of their intent to terminate their lease with the City in 2002. The Fort Worth Arts Center, which currently houses the Modern Art Museum and the Scott Theater, is owned by the City of Fort Worth and has been leased to the Fort Worth Art Association for the Modern Art Museum and the Scott Theater since 1971. With museum renovations and expansions in the Cultural District, it became apparent that there is an opportunity for reuse of the Fort Worth Arts Center. Therefore, in January 2000, Mayor Barr appointed a committee of City Councilmembers, arts and community leaders to look at the existing City-owned facility and make recommendations for its future use. The committee determined that it was necessary to engage a consultant to look at community needs and the City's options for reuse. As a result, the City Council authorized issuance of a Request for Proposals for consultant services for the feasibility study in August 2000. Two proposals were received September 25, 2000, and reviewed by the Adaptive Reuse Committee, which recommended approval of the proposal submitted by Herbert Sprouse Consulting. The consultant will conduct six major tasks as follows: Task 1 - Collect pertinent information including direct interviews, direct survey research and public forums; Task 2 - Evaluate the building for possible uses and major constraints; Task 3 - Develop case studies to illustrate potential model facilities; Task 4 - Recommend programmatic use and identify users; Task 5 - Identify sources of funding for programs and operations; and Task 6 - Recommend a management structure. City of Fort Worth, Texas "avow And Councilcommunicalflo' " DATE REFERENCE NUMBER LOG NAME PAGE 3/6/01 C-18491 02SPROUSE 2 of 2 SUBJECT SUPPLEMENTAL APPROPRIATION ORDINANCE AND AGREEMENT WITH HERBERT SPROUSE CONSULTING FOR THE FEASIBILITY STUDY FOR THE ADAPTIVE REUSE OF THE FORT WORTH ARTS CENTER It is anticipated that the study will be completed in September 2001. The M/WBE goal on this project has been waived because the purchased service is from a source where subcontracting opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon adoption of the attached supplemental appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the General Fund. Upon completion of this action, the unreserved, undesignated fund balance of the General Fund will be $35,455,586.00. RG:k Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) 1)GG01 539120 0021000 $75,000.00 CITY Ramon Guajardo 6140 CITY COUNCIL Originating Department Head: MAR 6 2001 Ramon Guajardo 6140 (from) F 2)GG01 539120 0021000 $75,000.00 (�_ 4 olj Additional Information Contact: City Secretary of the City of Port Wortk Texas Ramon Guajardo 6140 Adopted Orc#inartca No.