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HomeMy WebLinkAboutContract 53381 s 11!a P 1 2 2 CITY SECRETARY /lI Go CONTRACT MO. __�338- I co 0/$ �0Q0� PROFESSIONAL SERVICES AGREEMENT Wd �a This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, and INNOVATION COMMUNITY STRATEGIES ("Consultant"), a sole proprietorship. 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 authorized representatives. 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional services for a Review, Workshop and Recommendation specific to Governance of the iter8 Health Innovation Community as outlined and attached hereto as Exhibit "A". All work performed by Consultant under this Agreement shall hereinafter be referred to 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. 2. Term. This Agreement shall become effective on the date as of which both parties have executed it ("Effective Date") and shall expire on June 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or extended by the parties pursuant to an amendment to this Agreement that is lawfully executed by both parties. 3. Compensation. The City shall pay Consultant $8,250.00 plus up to 5 hours of Additional Services to be elected by the City at $315/hour, which is included in the not to exceed fee of$9,825, for development and delivery of the Services, plus reasonable travel and related expenses, not to exceed $2,500.00, which shall be payable as outlined in Exhibit`B". The City does require the Consultant to register as a vendor. 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 and the City Council appropriates sufficient funds for that purpose. Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation `.0� -s Community Governance Page I L 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 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 Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 2 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. 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, Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 3 employees or subcontractors. 8. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,A GENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 9. Assignment and Subcontracting. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an 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. Compliance with Laws,Ordinances, Rules and Regulations. 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. Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 4 11. 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. 12. 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 Attn: Robert Sturns Economic Development Director 1150 South Freeway Fort Worth TX 76104 with a copy to the City Attorney at: 200 Texas St. Fort Worth, TX 76102 TO CONSULTANT: Innovation Community Strategies Attn: Dennis Lower 17717 Wilding Place Drive Chesterfield, MO 63005 13. 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 Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 5 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. 14. 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. 15. 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. 16. Governing Law 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. 17. 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. 18. 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, 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. Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 6 7 Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 7 19. 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. 20. 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. 21. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 22. 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. 23. 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 party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 24. 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, Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 8 and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. 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. 26. 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. 27. Prohibition Against Boycotting Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Consultant certifies that Consultant's signature constitutes written verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 28. Immigration Nationality Act. Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide City with copies of all I- 9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no Services will be performed by any Consultant employee who is not legally eligible to perform such Services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. Innovation Community Strategies Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Page 9 Executed in multiples this the �ay o ; 204�—,) AGREED: AGREED: CITY OF FORT WORTH: INNfName:Dennis COMMUNITY STR By: � By: - Jesus "Jay" Chapa Lower Assistant City Manager esident Date: (' `�l� 02 CD DatZ 2-� Contract Compliance Manager: ATTEST: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all nce and reporting requirements. By: Name: C,, r ( >s )Vcc-,1 eS --- Title: Name of Employeeean � ���e � Title ATTEs FART By: Mary ay r = City Secretary XPS APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Deputy City A orney CONTRACT AUTHORIZATION: M&C: none required Form 1295 Certification No. none required [H . ICIAL RECORD CITY Innovation Community Strategies Y SECRETARY Professional Services Agreement—Economic Development Review,Workshop and Recommendations regarding iter, I �' T , Community Governance Page 10 Exhibit "A"— Scope of Work Preparation Consultant shall complete one (1) day of preparation work that will include the review of materials provided by the City prior to the visit. The material will include any studies and maps related to the area, as well as other relevant materials. Site Visit to Fort Worth Evening before Day 1 Dinner with City of Fort Worth staff and a few key individuals to get further acquainted, confirm the goals of the next two days, review the objectives of the meetings to come, and ensure that I am fully acquainted with the questions and concerns of the meeting attendees, including their respective agendas (if any)that need to be addressed. V_4Y_I Tour of MID - 1 '/z to 2 hour tour to fully understand the dynamics and geography of the targeted district as well as highlighting key assets, both within and surrounding the district. Meetings - The remainder of the morning and afternoon on Day 1 would be structured as four individual meetings with stakeholders: one-on-one or in a group. The meetings can be content specific, or with the objective of getting an individual or interest group on board. Dinner—Day 1 would conclude with a two-hour dinner to discuss the events of the days and to discuss any mid-course adjustments for Day 2. Dam Meetings—Additional individual or group stakeholder meetings, followed by a plenary meeting inviting all those from the individual meetings plus others from the broader community. Plenary session to include an overview of the Cortex story—past, present and future. Wrap up—Conclude the visit with a 1-2 hour debrief/wrap up session with the City and key stakeholders to clarify the messages that were heard over the two days and a list of strategic next steps. Written Report Consultant shall provide the City with written reflections following the visit to Fort Worth. Additional Services Up to 5 hours of Additional Services to be elected by the City pending the preparation and/or Innovation Community Strategies Professional Services Agreement—Economic Development Peer Review and PresentationReview,Workshop and Recommendations regarding iter8 Health Innovation Community Governance follow up to the site visit. Additional Services work is at $315/hour and is included in the not to exceed fee of$9,825. Innovation Community Strategies Professional Services Agreement—Economic Development Peer Review and PresentationReview,Workshop and Recommendations regarding iter8 Health Innovation Community Governance Exhibit`B"—Payment Schedule Progress-to-completion will be determined based on the issuance of the deliverables for each task as described in Exhibit A, in accordance with the following schedule: Preparation—to be paid upon execution of the contract $2,000 2-day site visit $5,750 Written Report $ 500 Additional services to be elected by the City (To be determined at 5 hours @ $315/hr.) $1,575 Total: $9,825 In addition, travel and related expenses will be reimbursed by the City, not to exceed $2,500.00. All such expenses must be reasonable out-of-pocket expenses related to the provision of Services hereunder, including reasonable charges for transportation, lodging, and meals, excluding business class or first class airfare, alcoholic beverages, or extraordinary expenses beyond customary commercial travel and lodging costs. Travel by private automobile will be charged at the maximum federal reimbursement rate per mile. All other expenses (e.g. purchase of proprietary data, travel related expenses, etc.)will be reimbursed at cost within 30 days of provision of relevant receipts. Payment remittances should be made payable to: Dennis Lower 17717 Wilding Place Drive Chesterfield, Missouri 63005 USA Innovation Community Strategies Professional Services Agreement—Economic Development Peer Review and PresentationReview,Workshop and Recommendations regarding iter8 Health Innovation Community Governance