HomeMy WebLinkAboutContract 43401 (2)CITY SECRETARY
CONTRACT NO.
CONTRACT FOR PROFESSIONAL SERVICES,
1/0
This Professional Services Contract ("Contract") is made and entered into by and between
the City of Fort Worth, Texas, a home -rule municipal corporation of the State of Texas ("City"),
acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Gemini World,
LLC, a Texas Limited Liability Company, acting by and through it duly authorized Member, Cynthia
Q. Boyd ("Consultant").
1.
Scope of Services
1.1 Consultant agrees to perform, in accordance with the highest professional industry
standards, the professional consulting services set forth in Exhibit A, which is attached hereto and
incorporated herein for all purposes ("Services").
1.2 All work produced by Consultant under this Agreement (collectively, the "Work
Product"), specifically shall be owned, at all times, by the City. Consultant shall deliver the Work
Product to the City upon the termination or expiration of this Agreement. The City shall have
access to and be entitled to review and copy any portion of the Work Product at any time.
Consultant may retain a copy of the Work Product except as to any portion thereof that is
proprietary or otherwise confidential.
2.
Compensation; Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed
hereunder shall be $47,386.00, which shall include all expenses incurred by Consultant.
2.2 Payment shall be made based on monthly invoices submitted by Consultant.
The City will pay (10) equal installments, beginning May 30, for the Consultant's work listed
on the scope of services. Invoices are payable net 30 days of receipt.
2.2.1 Invoices shall include the City's contract number and the description of
the work completed during the past billing cycle.
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Gemini World, LLC — Wallace Foundation
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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2.3 It is understood that this Contract contemplates the provision of full and
complete consulting services for this project as outlined in Fa xhibit A for the fee described in
Section 2.1. However, should the City desire additional services not included in N xhibit A,
the City and the Consultant will negotiate for those additional Services.
3.
Term
Unless terminated earlier pursuant to section 4, this Contract shall be effective for a period
of one (1) year, beginning on April 1, 2012 and ending on March 31, 2013.
4.
Termination
4.1 The City may terminate this Contract for its convenience upon ten (10) days written
notice to Consultant. Upon 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 Contract and shall
proceed to cancel promptly all existing contracts insofar as they are chargeable to this Contract. If
the City terminates this Contract under this Section 4.1 the City shall pay Consultant for services
actually performed in accordance herewith prior to such termination less such payments as have
been previously made, in accordance with a final statement submitted by Consultant documenting
the performance of such work.
4.2 The City may terminate this Contract for cause in the event Consultant fails to
perform in accordance with the requirements contained herein In such event, City shall give
Consultant written notice of Consultant's failure to perform, giving Consultant fourteen (14)
calendar days to come into compliance with the Contract requirements. If Consultant fails to come
into compliance with this Contract, City shall notify Consultant in writing, and this Contract shall be
terminated as of the date of such notification In such event, Consultant shall not be entitled to any
additional compensation.
4.3 In the event no funds or insufficient funds are appropriated and budgeted by the
City in any fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Contract shall terminate on the last day of the fiscal period for which
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appropriations were made without penalty or expense to City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds shall have been appropriated and
budgeted. City has informed Consultant that, concurrently with approval of this Contract City will
appropriate and budget 100% of the funds specified in this Contract, so that all funds will be
appropriated and budgeted prior to the commencement date of this Contract. This notification shall
not otherwise abrogate the City's right to terminate for non -appropriation of funds or to make
payment in accordance with Section 2 herein.
4.4 Upon termination of this Contract for any reason, Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this contract. These
documents shall become the sole property of the City; consultant shall retain no rights in the work
products produced under this Contract.
4.5 The Consultant may for any reason, terminate this contract upon thirty (30) days
written notice to the City. The Consultant will provide the City with copies of all completed or
partially completed documents prepared under this contract. The documents shall become the sole
property of the City; Consultant shall retrain no rights in the work products produced under this
contract.
4.6 City's obligations under this Contract are contingent upon the actual receipt of grant
funds from the Wallace Foundation If sufficient funds are not available to make payments under
this Contract or if the City's allocation of Wallace Foundation funds changes the City reserves the
right to amend or terminate this Contract without penalty. Also, no funds will be available until the
applicable grant agreement with the Wallace Foundation is executed by the City and the Wallace
Foundation.
5.
Liability, Indemnification and Release
5.1 Consultant shall be liable for and shall indemnify, defend, and hold the City
and its officers, representatives, agents, and employees harmless for any loss, damage,
liability or expense for damages, and damages to property and injuries, including, but not
limited to, death, to any person, including, but not limited to, officers, agents, or employees
of Consultant or subcontractors, which may arise out of any negligent act, error, omission,
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or intentional misconduct in the performance of Consultant's professional services.
Consultant shall defend, at its own expense, any suits or other proceedings brought against
the City, its officers, agents and employees or any of them, resulting from such negligent
act, error, omission, or intentional 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 from such negligent act, error or omission.
5.2 In addition to the indemnification requirement above, Consultant hereby releases the
City from any liability for injury or property damage incurred during this Contract, unless such injury
or property damage was the result of intentional misconduct committed by an employee of the City.
Consultant shall not permit any employee, officer, and agents of the Consultant or any employees,
officers or agents of any subcontractor to perform any activity under this Contract without first
executing a release containing such provisions.
6.
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 control of, and the
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
respondent superior shall have no application as between the City and the 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 of its officers, agents, servants, employees or subcontractors 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, its officers, agents, servants, employees or
subcontractors.
7.
Disclosure of Conflicts; Confidentiality
7.1 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.
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Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest
that develop subsequent to the signing of this Contract.
7.2 Consultant for itself and its officers, agents and employees, further agrees that it
shall treat all information provided to it by the City as confidential and shall not disclose any such
information to a third party without the prior written approval of the City. The exception to this rule
is that information designed to be shared as part of the collaborative effort among the City, the
FWISD and other partners involved in the project may be distributed as needed. 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
8.
Right to Audit
8.1 Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Contract, have access to and the right to examine any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract 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
workspace in order to conduct audits in compliance with the provisions of this section The City
shall give Consultant reasonable advance notice of intended audits.
8.2 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 the expiration of three
(3) years after final payment under the subcontract, have access to and the right to examine any
directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontract at no additional cost to the City, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this
paragraph. City shall give subcontractor reasonable advance notice of intended audits.
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9.
Prohibition of Assignment
Neither party hereto shall assign, sublet or transfer its interest herein without the prior
written consent of the other party, and any attempted assignment, sublease or transfer of all or any
part hereof without such prior written consent shall be void
10.
Notices
Notices required pursuant to the provisions of this Contract 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. Sheri N ndsley
4200 South Freeway, Suite 2200
Fort Worth, TX 76115
Fax 817.392.5736
TO CONSULTANT:
Gemini World, LLC
Attn: Cynthia Q. Boyd
3720 Bellaire Drive North
Fort Worth, TX 76109
11.
Insurance
11.1 Consultant shall provide the City with certificates) of insurance documenting
policies of the following minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
11.2 Professional Liability insurance shall be maintained to protect against liability or
financial loss should an error or omission occur in the performance of services under this
agreement. The minimum limit of insurance required is $1,000,000 per claim and aggregate. If
coverage is written on a claims -made basis, the retroactive date shall be coincident with, or prior to
the date of the contractual agreement. The certificate of insurance shall state that the coverage is
claims made and include the retroactive date. The insurance shall be maintained for the duration of
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the contractual agreement and for three (3) years following completion of the service provided
under this agreement. An annual certificate of insurance submitted to the City shall evidence
coverage.
12.
Nondiscrimination
As a condition of this Contract, Consultant covenants that it will take all necessary actions to
ensure that, in connection with any work under this Contract, Consultant, its associates and
subcontractors, will not discriminate in the treatment or employment of any individual or groups of
individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap
unrelated to job performance, either directly, indirectly or through contractual or other
arrangements.
13.
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
14.
Force Majeure
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.
15.
Choice of Law; Venue
15.1 This contract shall be governed by and construed in accordance with the internal law
of the State of Texas.
15.2 Should any action, whether real or asserted, at law or in equity arise out of the terms
of this Contract, venue for said action shall be exclusively in the District or Federal Courts in Fort
Worth, Tarrant County, Texas.
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16.
Entirety of Agreement
This Agreement 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.
17.
Compliance with Laws, Ordinances, Rules, and Regulations
Consultant agrees to comply with all 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. Consultant also
agrees to abide by all applicable terms of the City's Grant Agreement with the Wallace
Foundation, which shall be provided to the Consultant upon request.
18.
Licenses and Permits
Consultant shall, at its sole expense obtain and keep in effect all licenses and permits
necessary for it to carry out its duties and obligations hereunder.
19.
Governmental Powers
It is understood and agreed that by execution of this Contract, the City does not waive or
surrender any of its governmental powers.
20.
No Waiver
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Contract 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.
21.
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Headings Not Controlling
Headings and titles used in this Contract are for reference purposes only and shall not be
deemed a part of this Contract.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNEWITNESSWHE OF, the parties hereto have executed this Agreement in multiples this
f'7Aday of 44.1.� . 2012
CITY OF FORT WORTH:
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Assistant City Manager
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APPROVED AS TO FORM AND LEGALITY:
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Assistant City Attorney
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Contract for Professional Services
Gemini World, LLC — Wallace Foundation
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EXHIBIT A
STATEMENT OF WORK
FOR THE
WALLACE FOUNDATION NEXT GENERATION
SYSTEM BUILDING INITIATIVE
The Wallace Foundation grant award extends from March 15, 2012 to March 14, 2016. This Contract
pertains to specific grant activity occurring in Phase 1, a period from April 1, 2012 to March 31, 2013
PHASE 1 DELIVERABLES
A. Building Block 1- Reliable Information:
1. Report Deliverable: The Consultant will develop a comprehensive electronic list of existing
local out -of -school time (OST) programs for school -aged children, including programs which
are licensed and unlicensed; for profit or nonprofit; or independently owned or operated by
schools, municipalities or faith institutions.
2. Process Deliverable: Assist the City in hiring a consultant to conduct market research to
analyze the need for OST programs in areas covered by either City of Fort Worth or Fort
Worth Independent School District. Serve a liaison between the City and the market research
consultant. Help determine a strategy for surveying parents.
3. Report Deliverable: Identify the needs/opportunities and gaps identified by the market
research and geo-mapping activities.
B. Building Block 2: Commitment To Quality:
1. Process Deliverable: The Consultant will research quality standards used by local, statewide,
and national providers, coordinating entities, and relevant licensing organizations.
2. Report Deliverable: Analyze and distill research to produce a written report of findings,
which includes a matrix of common types of standards, measurable goals and operational best
practices
3. Process Deliverable: Participate in a series of surveys or meetings to help OST service
providers to come to consensus about desired standards, performance goals and operating
best practices to ensure high quality programs. Consensus on at least four standards will be
agreed upon by the participating providers. The consensus building process will continue in
Phase II under another contract.
4. Process Deliverable: Collect program assessment instruments used in nationally recognized
OST programs to measure how those organizations and evaluate their programs and meet
their quality standards and goals An analysis and a written report on this research will be
prepared in Phase II under another contract.
C. Building Block 3: Coordinating Entity:
1. Process Deliverable: The Consultant will assist in identifying OST providers, program
advisors and potential funders who may be interested in supporting the proposed central
coordinating entity.
2. Report Deliverable: Develop a work plan for a Coordinating Entity Task Force that will be
charged with exploring viable options for the proposed central coordinating entity.
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3. Report Deliverable: Develop a communication plan, including calendar, to ensure consistent
messaging including graphics and branding of the initiative/coordinating organization and
design concepts of website. Coordinate with other consultants that the City hires to provide
specific technical expertise.
D. Building Block 4: Proiect Administration:
1. Process Deliverables. The Consultant will assist City staff with grant administration:
a. Assist in the preparation of the City's End -of -the -Year Report for the funder.
b. Participate in monthly calls and conferences with the Wallace Foundation and
National League of Cities as well as Parks & Community Services Department
project meetings, as needed.
c. Oversee the project coordination with the consultant with whom the City selects to
conduct the Market Research Study.
d. Assist in preparing the Application and Budget Narrative for Year 2 of the Wallace
Foundation Grant.
2. Process Deliverable: The Consultant will represent the project at Local, state, and national
meetings. Expenses are included in the Contractor's Fee to attend one TX Post meeting, one
Texas Afterschool Association meeting and the 2012 National Afterschool Association. The
Consultant will also attend conferences hosted by the Wallace Foundation and the National
League of Cities as part of the project team, the costs for these two conferences shall be paid
for and arranged by the City
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