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HomeMy WebLinkAboutContract 39099 C� CRET ACTNQ, �, j AGREEMENT FOR PROFESSIONAL SERVICES ICES _3T" THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreenient") is made and entered into by and between THE CITY OF FORT WORTH, a home-rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and LOU WETHERBEE AND ASSOCIATES, LLC ("Consultant"), acting by and through its duly authorized Member. L Scove of Services. Consultant covenants and a,rees, with good faith and due diligence, to assist the Fort Worth Public Library Long Range Plan Manager, Deborah Duke, ("Manager") and the Planning Committee by facilitating meetings and focus groups associated with the preparation of a long range plan for the Fort Worth Public Library_ In particular, Contractor will assist the City with the following events ("Meetings"): a) Management Team Meeting Description: Internal meeting of the Library's Management Team Date: Week of September 7, 2009 or another date mutually agreed upon by City and Consultant Format: Four-hour meeting with two, ?-hour sessions and a break for lunch Consultant's Duties: Prior to Meeting: Confer with the Manager to prepare an agenda, determine meeting room set-up and logistics, and establish overview of the objective(s) of the facilitation in relation to the preparation of a long range plan. At least two business days prior to the Meeting, provide Manager with a Meeting agenda and script and/or major discussion topics as appropriate. At Meeting: Furnish a team composed of at least two persons on-site to facilitate the discussion of issues and themes, ask questions to solicit further information as appropriate, and maintain notes of the discussion. Following Meeting: No later than two weeks after the date on Ti'zI �ir-t teetiztg takes place, provide a written summary of the Management T 10Mg in an electronic, Microsoft Word format. Ut RECORD s EFT "Iy SECRETARY WOiRTH, TX Professional Services Agreement aa ith Lou Wetherbee and Assoc..LLC b) Planning Committee Meeting Description: Meeting involving third-party planning consultants, Planning Committee members, and tanager Date: On or around September 22, 2009 or another date mutually agreed upon by City and Consultant Format: One, two hour session with breaks as appropriate. Consultant's Duties: Prior to Meeting: None. At Meeting,: Furnish a team composed of at least two persons on-site to attend meeting, listen, and take notes to gain a better understanding of the long range planning study issues and design. Following Meeting: Use information obtained at Meeting to design focus group sessions and prepare for the Follow-Up Meeting. c) Focus Group Neetings Description: A series of three Meetings — one each with the following groups: the Library :Advisory Board; the Friends of the Fort Worth Public Library, Inc.; and the Fort Worth Public Library Foundation — with guided discussions intended to solicit input regarding issues to be addressed in development of long range plan. Date: October 2009, with two Meetings held on one day and the third Meeting held on another date and with all dates mutually agreed to by City and Consultant Format: Each focus group session will last approximately ninety minutes with breaks as appropriate. Consultant's Duties: Prior to Meeting?: Confer with the Manager to prepare questions, determine meeting room set-up and logistics, and establish overview of the objective(s) of the facilitation in relation to the preparation of a long range plan. At least one week prior to each Meeting, provide .Manager with a Meeting agenda, script, and set-up instructions. At Meeting: Furnish a team composed of at least two persons on-site to conduct and manage each focus group, guide discussion, receive input, ask questions to solicit further information as appropriate, and maintain notes of the proceedings. Following Meeting: No later than two weeks after the date on which each Meeting takes place, provide a separate written summary for each Focus Group Meeting in an electronic, Microsoft Word format. Professional Sen-ices Agreement with Lou Wetherbee and Assoc..LLC Page 2 of 11 d) Planning Session Meeting Description. Meeting involving Planning Committee members and Manager Date: Mid-December 2009 or another date mutually agreed upon by City and Consultant Format: Approximately six-hour meeting with lunch and other breaks as appropriate Consultant's Duties: Prior to Meeting: Confer with the Manager to prepare an agenda, determine meeting room set-up and logistics, and establish overview of the objective(s) of the facilitation in relation to the preparation of a long range plan. At least one week prior to the Meeting, provide Manager with a Meeting agenda, script and/or discussion topics, and instructions for participants. At Meeting: Furnish a team composed of at least two persons on-site to facilitate the discussion and to assist with organizing and arranging the Ion" range planning data obtained from the facilities and marketing consultants, along with the focus group data, and other available data. 2. Term. Services shall be provided by Consultant for a term beginning September 1, 2009 and ending February 28, 2010, unless terminated earlier in accordance with Section 4 of this Agreement. 3. Compensation. a) Fee As full and complete compensation for all Services described above, Consultant shall be paid a flat fee of Thirteen Thousand Dollars ($13,000.00) plus travel reimbursement as detailed below. b) Travel Expenses In addition to any fee due under Subsection (4)(a), City shall reimburse Consultant for actual travel-related expenses (such as personal car mileage and a limited per diem) at a reasonable and customary rate in an amount not to exceed Eight Hundred Dollars ($800.00) total. Personal car mileage will be billed at standard IRS business mileage rates in effect at the time of travel. Professional Services Agreement N ith Lou Wetherbee and Assoc.. LLC Page 3 of I 1 c) Structure of Payments i. Structure of Payments i. Consultant's fee will be divided into two payments corresponding to certain project milestones as follows: Following Execution of Agreement: $4,335 Completion of Follow-Up Meeting $8,665 ii. Following completion of each of the listed milestones, the Consultant shall provide the City with a signed fee invoice summarizing the portion of the Services that has been completed and requesting payment. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable information to the extent the same is available. On full and final completion of the Services, Consultant shall submit a final fee invoice, and City shall pa_v any balance due within 30 days of receipt of such invoice. iii. Travel reimbursement shall be paid monthly_ The Consultant will issue monthly invoices for all travel costs under this Agreement no later than the 15th day following the end of the month. Travel invoices are due and payable within 30 days of receipt. iv. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. V. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment. Consultant may. after 4giving 7 days' v,ritten notice to Professional Senices Agreement nvith Lou Wetherbee and Assoc.. LLC Page 4 of I I City, suspend services under this Agreement until paid in hill, including interest calct.latpd from the date the billing contest was resolved. In the event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. 4. Termination. Either Party may terminate this Agreement at any time, with or without cause, by providing Consultant with thirty days written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually rendered and travel expenses actually incurred as of the effective date of termination. 5. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents. servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid service of City. 6. Liability and Indemnification. CONSULTANT AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY ITS OFFICERS, AGENT5, VRV ANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALI. CLAIMS, LAWSUIT5, ACTIONS, COSTS, AND EXPE_1 V V OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOOT PROFITS) AND/OR PERSONAL LVJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (1) CO.N.SULT.ANTW BREACH OF ANY OF THE TERMS OR PROVISIONS OF THLS AGREEMENT OR (11)ANY NEGLIGENT ACTOR OMMMON OR INTENTIONAL 41I5CONDUCT OF CO VULTANT, ITV OFFICERS, AGENTS, ASSOCIATES, EMPLOYEE.S, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFOKMANCE OF THLS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THLS SECTION SHALL :VOT Professional Services Agreement i0th Lou Wetherbee and Assoc._LLC Page 5 of 11 APPLY TO ANY LIABILITY RESULTING FROM THE .SOLE _VEGI_IGE-,VCE OF THE, CITY OR ITS OFFICERS,AGENTS, EMPL0IEES, OR.SEPARATE CONTRACTORS,AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CO.NW UL TANT AND CITY, RESPO.,VV1BIL ITY, IF ANY, .SHALL BE APPORTIONED C0:11P4RATIVELY IN ACCORDANCE IVITH THE LAiI/S OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONS VTRUED A.S A WAIVER OF THE CITYW GOVERNME TT41, I11fIIUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXASS Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City` in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 7. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Consultant's performance of its obligations under this agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Worker's Compensation/Employ Liability: (1) $100,000 Each accident/occurrence (2) $100,000 Disease - per each employee (3) $500,000 Disease - policy limit Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. Professional Sen-ices Agreement«ith Lou Wetherbee and Assoc..LLC Page 6 of 11 S. AsOmment. Consultant may subcontract with Susan Loving and F. Mason and Associates ("Permitted Subcontractors") to assist xvith fulfillnEent of Consultant`s duties under this Agreements however, Consultant shalt retain ultimate responsibility for ensuring that all duties are fulfilled and all obligations met. With the exception of engaging the services of the above-named Permitted Subcontractors, Consultant shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment of subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. If 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. 9. Compliance with Law. Consultant, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, servants, employees, or subcontractors, then Consultant shall immediately desist from and correct such violation. 10. Non-Discrimination. In the execution, performance, or attempted performance of this Agreement, Consultant will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such discrimination. Professional Services Agreement i�itli Lou Wetherbee and Assoc.,LLC Page 7 of 11 This ,-\g;iement is made and entered into with reference specifically to Chapter 17, Article 11.I, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices'), and Consultant hereby covenants and agrees that Consultant, its officers, agents, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Consultant, its officers, agents, employees, or subcontractors. 11, 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 any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. 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. Consultant further agrees to include in all of 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, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give subcontractor reasonable advance notice of intended audits. This section shall survive the expiration or termination of this Agreement. 12. Fiscal Funding. In the event no hinds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. Professional Services Agreement %ith Lou Wetherbee and Assoc.. LLC Page 8 of 11 I Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the xecution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 14, Notices. Notices to be provided hereunder shall be Sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other Party shown below: Charles W. Daniels, Assistant City Manager Loeulla V. Wetherbee City of Fort Worth Lou Wetherbee and Associates, LLC 1000 Throckmorton St. 10757 Villager Road, Apt. D Fort Worth, Texas 76102 Dallas, Texas 75230 (817) 392-6183 (21) 351-3788 15. Non-Waiver. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any such term or right on any future occasion. 16. Disclosure of Conflicts and Confidential Information. 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 provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the Parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act. Consultant, for itself and its officers, agents, sen-ants, employees, and subcontractors, further agrees that it shall treat all information provided Professional Sen ices Agreement«ith Lou Wetherbee and Assoc- LLC Page 9 of I 1 to it by the City as confidential and shall not disclose any suchl information to any third party without the prior written approval of the City. 17. Minority and Woman Business Enterprise Participation. In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the MIVdBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. 18. Governmental Powers. Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 19. 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. 20. 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 anv delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 21. 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. 22. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. Professional Sen-ices Agreement NNith Lou Wetherbee and Assoc..LLC Page 10 of 11 ?: . Entire Amement. This written instrument (together with any attachments, exhibits, and appendices; constitutes the entire understanding between the Parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. EXECUTED in multiple originals on this, the I day of 2009. CITY OF FORT WORTH, TEXAS LOU WETHERBEE AND ASSOCIATES,LLC Charles W. Daniels Louella V. Wetherbee Assistant City Manager Member Date Signed: Date Signed: ATTEST: WITNESS: FaVy Hendrix City Secretary APPROVED S TO FORM AND LEG L t 4t i ' Denis (!. Mc it y Assistant C' y ttorney No M&C Required OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Professional Ser\ices Agreement«'ith Lou Wetherbee and Assoc._LLC Page 11 of I!