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HomeMy WebLinkAboutContract 43400 (2)CITY SECRETARVJ CONTRACT NO. CONTRACT FOR PROFESSIONAL SERVICES 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 Katherine Livingston, an individual ("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 $49,867.00, 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. Contract for Professional Services Kathy Livingston — Wallace Foundation OFF1CI. L REGOR CITY SEC "'=ITARY Fra OR'9 TX I of 12 -16-12 P03:32 IN 2.3 It is understood that this Contract contemplates the provision of full and complete consulting services for this project as outlined in Exhibit A for the fee described in Section 2.1. However, should the City desire additional services not included in Exhibit A, the City and the Consultant will negotiate for those additional Services. 3. Tenn 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 Contract for Professional Services Kathy Livingston — Wallace Foundation 2 of 12 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, Contract for Professional Services Kathy Livingston — Wallace Foundation 3 of 12 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 respondeat 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. Contract for Professional Services Kathy Livingston — Wallace Foundation 4 of 12 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 9. Contract for Professional Services Kathy Livingston — Wallace Foundation 5 of 12 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 Endsley 4200 South Freeway, Suite 2200 Fort Worth, TX 76115 Fax 817.392.5736 11.1 Consultant shall provide TO CONSULTANT: Katherine Livingston 116 Copperwood Drive Lakeside, Texas 76108 11. Insurance the City with certificate(s) 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 the contractual agreement and for three (3) years following completion of the service provided Contract for Professional Services Kathy Livingston — Wallace Foundation 6 of 12 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. Contract for Professional Services Kathy Livinbston — Wallace Foundation 7 of 12 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. Contract for Professional Services Kathy Livingston — Wallace Foundation 8 of 12 21. 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] Contract for Professional Services Kathy Livingston — Wallace Foundation 9 of 12 IN WITNESS WHEREOF, executed to be effective as of the date set forth in Section 3 of this Contract. CITY OF FORT WORTH: By usan Alanis, Assistant City Manager ATTEST: By: Mary J. Ker't City Secretary • Aq"*Oar �� °°0000a �� a Ar 0 14. 0o° l! o 0 0 4 lt- 0OOQ b 6 'v tib r itacwr APPROVED AS TO FORM AND LEGALITY: By: Tyler F,Ylallach Assistl�it City Attorney No M&C REQUIRED Contract tier Professional Services Kathy Livingston — Wallace Foundation CONSULTANT: Katherine Livingston OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX lOof 12 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 15, 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 I- Reliable Information: 1. Report- List of mapping reauirements and recommendation: Consultant will provide a written description of what information should be collected in order to be shown on electronic or printed maps to provide clear information about geographic distribution of programs. Information will include locations, program types number served amenities and affiliations with private or public organizations and other relevant characteristics. Consultant will investigate options and make a recommendation on whether the City of Fort Worth's geographic information system (GIS) is adequate for the desired use by the project. 2. Process Deliverable: Work with the City's Planning and Development Department or other City Departments to provide a prototype printed map of out -of -school time programs known by October 2012. 3. Report — Desired Data Fields to be included in an OST Management Information System Consultant will develop a list of data fields that are commonly used nationally or locally for record keeping about students, attendance, participation in special programs, length of time in the program, program evaluation measures, etc. Consultant will interview a representative sample of a variety of program providers. The desired functionality will be compared to existing programs in use by City of Fort Worth or Fort Worth ISD. B. Building Block 2: Commitment To Quality: 1. Process Deliverable: Convene three meetings of providers to discuss standards compiled by other consultants that would be useful to a broad group of OST program providers. 2. Process Deliverable: Consultant will coordinate with an outside consultant hired by the City who is working to create a preliminary document of program standards and best practices that can be agreed upon by program providers. C. Building Block 3: Coordinating Entity: 1. Process Deliverable: Consultant will recruit and prepare a list of a core group of 5-10 out -of - school time providers and key community stakeholders to participate in advisory group to the project. 2. Deliverable: Consultant will create a list of potential funders and academic institutions to support the proposed central coordinating entity or aspects of the project 3. Report Deliverable: Consultant will recruit and interview key afterschool advocates, student representatives and parents and record their ideas and relevant feedback for the project. Contract for professional Services Kathy Livingston — Wallace Foundation 11 of 12 4. Report Deliverable: Consultant will develop a proposed work plan for advocates, student representatives and parents. 5. Process Deliverable. Consultant will organize a Coordinating Entity Task Force consisting of service providers and key stakeholders and community advocates. 6. Process Deliverable: Consultant will contribute to a communication plan developed by others to ensure consistent messaging, including graphics and branding of initiative/coordinating organization and design concepts of website. D. Building Block 4: Provide Leadership for Proiect Implementation 1. Assist City Staff with grant Administration: Consultant will: a. Process Deliverable: Assist City Staff in prepai ing contracts or RFP/RFQs, selecting vendors, and overseeing contracts with other consultants as necessary to conduct the work. b. Process Deliverable: Prepare City grant budget set up accounts, track in -kind and monitor expenditures monthly. Maintain complete and accurate records about the project. c. Report Deliverable: Draft the annual report for the Wallace Foundation. d. Report Deliverable: Prepare the application and budget narrative for Year 2. 2. Process Deliverable: Participate in monthly calls and conferences with the Wallace Foundation and National League of Cities as well as monthly project meetings of the Parks & Community Services project team. 3. Process Deliverable: Represent the project with vendors, consultants and individuals wanting to provide services or products for use by the project. 4. Process Deliverable: Coordinate and execute events, workshops, retreats or other meetings of program providers or key stakeholders. 5. Process Deliverable: Represent the project at local, state, and national meetings, including TXPost and Texas Afterschool Association meetings and the 2012 National Afterschool Association. Participate in Wallace Foundation and National League of City conferences as part of a team, with expenses arranged and paid directly by the City. Contract for Professional Services Kathy Livingston — Wallace Foundation 12 of 12