HomeMy WebLinkAboutContract 43828 CITY SECR�TARII�
STATE of 'TEXAS g CONTRACT NO'W�L4 L COUNTY of TARRANT §
AGREEMENT
This Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth ("city"), acting herein by and through its duly authorized Assistant City
Manager, and Corley Pipes Consulting, LLC ("Consultant"), the person or entity whose
personal services are to be retained hereunder, individually referred to as a "party,"
collectively referred to as the "parties."
For and in consideration of the covenants and promises contained herein, the
parties hereto agree as follows:
1.
General Provisions & Scope of Services
For and in consideration of the payment of the amount of money set out in
Section Five (5) below, Consultant agrees to represent the City concerning legislative
and administrative matters before members of the United States congress, officials of
federal administrative agencies, and the White House Administration during the term of
the Agreement. More specifically, Consultant agrees to perform the personal services
described in Exhibit "A," which is attached hereto and made a part of this Agreement for
all purposes.
In addition to the above services, Consultant will as a matter of course, make
travel arrangements for City officials and/or individuals designated by the City as acting
on behalf of the City's interests when visiting Washington, D.G.
Consultant further agrees that Casey Pipes and Scott Corley shall act as joint
principals performing these services and will be the City's point of contact for Consultant.
Consultant shall not replace the principals without the prior written approval of City.
2.
Term of Agreement
This Agreement shall begin October 1, 2012 and terminate September 30, 2013
("Initial Term"), unless terminated sooner as provided herein. The City shall have the
option to renew and extend this Agreement for one year, with the period beginning
October 1, 2013, and terminating on September 30, 2014 ("Renewal Term"). The terms
and conditions of this Agreement are subject to re-negotiation upon mutual consent of
both parties at the time of such renewal. The relationship between the City and
Consultant shall be governed by this Agreement.
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3. CRETARY
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Corley Pipes Consulting,LLC.
2012-2013 Legislative Agreement
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Consultant agrees to cooperate and report to the City's Director of Governmental
Relations and the City Manager, who shall relate to Consultant requests from the City.
For purposes of this Agreement, the term City Manager shall include the City Manager
and his or her designee. Consultant will respond to requests made by the Mayor, the
Chair of the Legislative and Intergovernmental Affairs Committee, the City Manager, and
will coordinate those requests through the City's Director of Governmental Relations.
Consultant will coordinate all responses or actions taken on the City's behalf through the
Director of Governmental Relations or appropriate City staff.
4.
Independent Contractor Status
Consultant shall perform all work and services hereunder as an independent
contractor and not as an officer, agent, servant or employee of the City. Consultant shall
have exclusive control of, and exclusive right to control, the details of the services
performed hereunder and shall be solely responsible for the acts or omissions of his
officers, agents, employees, and subconsultants. Nothing herein shall be construed as
creating a partnership or joint enterprise between the City and Consultant, its officers
agents, employees, and subconsultants, and the doctrine of respondeat superior shall
have no application as between the City and Consultant.
5.
Payment, Expenses &Travel
In full payment and consideration for all services provided hereunder, the City
shall pay Consultant an amount not to exceed $12,000.00 per month. It is understood
that said payments are due and payable by City upon receipt of an invoice from
Consultant. This invoice can be emailed to Director of Governmental Relations.
Consultant's travel and expenses shall be covered in this monthly amount. No additional
amount will be paid by the City for travel or expenses of Consultant. However, it is
understood that the City will cover any expenses related to travel for City officials or staff
traveling to Washington, D.C. on official city business. In addition, an amount up to
$26,000.00 will be allocated by the City to pay for any subcontractors the Consultant
uses to provide services under this Agreement. All invoices shall indicate if services are
provided by Consultant or a subcontractor. Unless otherwise agreed to by the parties,
payment under this Agreement shall not exceed the total amount of $170,000.00 for
services and expenses.
G.
Termination
The City may terminate this Agreement at any time for breach of this Agreement
by providing a ten (10) day written notice or the City may terminate this Agreement
without cause by providing a thirty (30) day written notice to Consultant. Upon
termination, all products prepared by Consultant hereunder whether completed or
partially completed, shall become the property of the City, and shall be returned to the
City immediately at no additional cost to the City. Upon termination, all payment
obligations of the City under this Agreement shall end.
Carley Pipes Consulting,LLC.
2012-2013 Legislative Agreement
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7.
Work Product
Consultant shall furnish the City periodic reports on its work at such time as the
City may request. All of the reports, information and data prepared or assembled for
City under this Agreement shall be kept confidential and shall not be made available to
any individual or organization without the prior written approval of the City, except as
such disclosure may be required by law.
8.
Conflict of Interest& other Clients
Consultant shall inform the City of any other municipalities or counties or transit
agencies it represents and any other of its clients that might represent a potential conflict
of interest. If the City, in its sole discretion, believes that a conflict exists, such conflict
shall be discussed by Consultant and the City and resolved to the satisfaction of the
City.
Consultant shall comply with Section 305.028 of the Texas Government Code.
9.
Governing Law &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, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts, located in
Tarrant County, Texas or the Federal District courts of the Northern District of Texas.
10.
Availability of Funds
In the event no funds or insufficient funds are appropriated and budgeted or are
otherwise unavailable by any means whatsoever in any fiscal period for payments due
under this Agreement including any renewal periods, then the City will immediately notify
Consultant of such occurrence and this Agreement shall be terminated 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 to the portions of annual payments herein
agreed upon for which funds shall have been appropriated and budgeted or are
otherwise available.
Notices
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: Consultant:
Corley Pipes Consulting,LLC.
2012-2013 Legislative Agreement
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City of Fort Worth Corley Pipes Consulting, LLC
Attn: City Manager Attn: Casey Pipes or Scott Corley
1 000 Throckmorton 3580 W. 4th Street
Fort Worth, Tx 76102 Fort Worth, Texas 76107
with copies to:
City Attorney and
Governmental Relations Director at the same address
12.
Access to Records; 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 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 its subcontracts hereunder a provision
to the effect that the subconsultants agree 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
subconsultant, involving transactions to the subcontract, and further, that City shall have
access during normal working hours to all subconsultant facilities, and shall be provided
adequate and appropriate work space, in order to conduct audits in compliance with the
provisions of this article. City shall give subconsultant reasonable advance notice of
intended audits.
Consultant further agrees to photocopy any audit related documents as may be
requested by the City. The City agrees to reimburse Consultant for the costs of the
copies at the rate published in the Texas Administrative Code in effect as of the time
copying is performed.
13.
Liability
CONSULTANT SHALL INDEMNIFY, DEFEND AND HOLD THE CITY
HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS,
DAMAGES, LOSSES, JUDGMENTS AND LIABILITIES, ARISING FROM
CONSULTANT'S OWN NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS,
OR INTENTIONAL MISCONDUCT AS A RESULT OF CONSUTLANT'S
PERFORMANCE PURSUANT TO THIS AGREEMENT. CONSULTANT SHALL NOT BE
LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY FROM THE CITY'S
NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS OR INTENTIONAL
MISCONDUCT.
Corley Pipes Consulting,LLC.
2012-2013 Legislative Agreement
Page 4 of 8
14.
Entirety of Agreement
This Agreement shall be the entire, full and complete agreement between the
Parties concerning the subject matter hereof and shall supersede all prior agreements.
There are no valid or binding representations, inducements, promises or agreements,
oral or otherwise, between the Parties that are not embodied herein. No amendment,
change, or variance of or from this Agreement shall be binding on either Party unless
agreed to in writing signed by both of the Parties. This Agreement may be executed in
counterparts, each of which so executed shall be deemed an original and such
counterparts together shall constitute the same agreement.
16.
Headings not controlling
The headings appearing at the beginning of each paragraph of this Agreement
are for convenience only and do not define, limit or construe the contents of any such
paragraph. Whether expressly indicated or not, the singular usage includes the plural,
and the neuter usage includes the masculine or the feminine or both the masculine and
the feminine.
16.
Waiver
The City and the Consultant may waive an obligation of or restriction upon the
other under this Agreement only in writing. No failure, refusal, neglect, delay,
forbearance or omission of the City or the Consultant to exercise any right or remedy
under this Agreement or to insist upon full compliance by the other with his, her or its
obligation hereunder shall constitute a waiver of any provisions(s) of the Agreement.
17.
Severabi ity
Each provision of this Agreement or part thereof shall be severable. If, for any
reason, any provision or part thereof in this Agreement is finally determined to be invalid
and contrary to, or in conflict with, any existing or future law or regulation, such
determination shall not impair the operation or affect the remaining provisions of this
Agreement, and such remaining provisions will continue to be given full force and effect
and bind each Party. Each invalid provision or part thereof shall be deemed not to be a
part of this Agreement.
18.
Assignment
The Consultant may not assign or subcontract any of its rights or obligations
without the prior consent of the City, which consent may be withheld in the City's sole
and absolute discretion.
19.
Corley Pipes Consulting,LLC-
2012-2013 Legislative Agreement
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Force Majeure
It is expressly understood and agreed by the Parties that if the performance of
any obligations hereunder is delayed by reason of war; civil commotion; acts of God;
inclement weather; governmental restrictions, regulations, or interferences; fires; strikes;
lockouts, national disasters; riots; material or labor restrictions; transportation problems;
or any other circumstances which are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstance is similar to any of those enumerated or
not, the party so obligated or permitted shall be excused from doing or performing the
same during such period of delay, so that the time period applicable to such obligation
shall be extended for a period of time equal to the period such party was delayed.
Executed on this Y
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CORLEY PIPES CONSULTING, LLC CITY of FORT WORTH
By: By:
c orley Ch Daniels
Assistant City Manager
Date: Date: law 3tos
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Attest: &o �1 Approved as orm nd Legality:
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City Secre ry 00 s , Assistant City Attorney
Contract Authorization:
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Date Approved: I qA=r& �
OFFICIAL RECORD]
CITY SECRETARY
Corley Pipes Consulting,LLC. MT WORTH,TX
2012-2013 Legislative Agreement
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EXHIBIT"A"
Scope of Services
I. Consultant shall assist in the development of a comprehensive and coherent
strategic plan for promoting positive outcomes on key legislative, policy and
funding issues in Washington, D.C. before the United States Congress and the
Executive Branch and all federal agencies. The Consultant shall ultimately
provide in writing a list of the City's legislative priorities, including legislative and
policy analyses and tracking and annual development of a comprehensive set of
City position papers. In addition, Consultant shall provide the City's Director of
Governmental Relations or appropriate City staff with weekly oral reports and
provide City Council monthly written reports which detail the activities undertaken
by Consultant in Washington, D.C. Consultant will also provide any additional
written reports as requested by the City's Director of Governmental Relations or
appropriate City staff, or the City Manager. The emphasis of the monthly reports
should be on activities undertaken by Consultant regarding those issues
considered the priorities for the City as identified by the adopted federal
legislative program or by City Council resolution. Consultant will also report in
person in Fort worth when deemed necessary by the City Manager or
Governmental Relations Director.
2. Consultant will engage in relationship development and act as a liaison and
communicate on behalf of the City of Fort Worth with the Congress of the United
States, specifically with key Congressional committees handling legislation of
interest to the City.
3. Consultant will provide advice, counsel, liaison, and intervention with those
federal agencies that interface with the City and will promote working
relationships and goodwill between the City and key staff of those federal
agencies, when requested by the City.
4. Consultant will act as a liaison to the white House on behalf of the City where
appropriate.
6. Consultant will cooperate with the City Manager and the City's Director of
Governmental Relations or appropriate City staff to develop and produce the
City's legislative initiatives and agendas.
6. Consultant will provide advice and counsel and develop strategy in conjunction
with the City Manager and the City's Director of Governmental Relations or
appropriate City staff and provide any collateral materials needed, background
information such as proponents, opponents, attitudes of key members of
Congress, and positions of related entities as well as issue messaging.
7. Consultant will inform the City of any legislative or administrative initiatives
identified as being possibly detrimental to the interest of the City as he becomes
aware of any such initiative.
8. Consultant will provide assistance to City officials in interpreting federal
regulations and filing comments where appropriate and when directed by the City
Corley Pipes Consulting,LLC.
2012-2413 Legislative Agreement
Page 7 of 8
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Manager or the City's Director of Governmental Relations or appropriate City
staff.
9. Consultant will draft speeches, memorandums, issue position papers, talking
points and/or letters on behalf of the City when appropriate.
10. Consultant will arrange for presentation of Congressional testimony of relevant
issues where appropriate and prepare testimony for such presentations.
11. Consultant will conduct research and prepare reports on selected federal topics
as requested by the city Manager or the City's Director of Governmental
Relations or appropriate City staff and provide these for use by the City.
12. Consultant will attend and represent the interests of the City in periodic meetings
of city organizations such as the National League of Cities, U. S. Conference of
Mayors, local Council meetings or other meetings as deemed necessary by the
City Manager or his designee. Consultant will provide assistance to members of
the City Council that serve on boards or committees associated with these
organizations.
13. Consultant will assist in providing notices and information on federal grant
opportunities including opportunities not advertised through the public notice
process, will assist in obtaining grant applications for the City, and will assist in
facilitating favorable consideration of City grant applications with the various
federal agencies. Consultant will coordinate and help draft Congressional letters
of support from the Texas Congressional Delegation for City grant requests.
14. Consultant will respond to requests made by the Mayor and the Chairman of the
Legislative and Intergovernmental Affairs Committee, and will coordinate all
responses or actions taken through the City Manager and the City's Director of
Governmental Relations or appropriate City staff.
15. Consultant agrees to generally be available to the Mayor, City Council and City
Manager for additional assignments in Washington, D.C. as may be necessary
and will provide Washington D.C. logistics and trip planning.
16. Consultant will maintain periodic contact with the City Manager or his designee in
a manner consistent with Section 1 of this Exhibit summarizing activities
undertaken in Washington, D.C. on behalf of the City.
Corley Pipes Consulting,LLC.
2012-2013 Legislative Agreement
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City of F Worth, Texas
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Mayor and C
COUNCIL ACTION: Approved can 10/23120/2
DATE: Tuesday, October 23, 2012 REFERENCE NO.: **C-25929
LOO NAME: 02CORLEYPIPES2013
SUBJECT:
Authorize Execution of a Professional Services Agreement with Corley Pipes Consulting, LLC, in the
Amount of$170,000.00 for Consultation and Representation of the City of Fort Worth on Federal
Legislative Issues Before Members of the United States Congress, Officials of Federal Administrative
Agencies and the White House Administration (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with the Corley Pipes
Consulting, LLC, in the amount of$170,000.00 for professional services involving consultation and
representation before members of the United States Congress, officials of federal administrative agencies
and the White House Administration. The term of the contract will be from October 1, 2012 to September
30, 2013, with a one-year option to renew, subject to re-negotiation upon mutual consent of both parties at
the time of such renewal.
DISCUSSION:
The City of Fort Worth (City) retains outside legislative consulting services in the development of a
comprehensive and coherent strategic plan for promoting positive outcomes on key legislative, policy and
funding issues in Washington, D.C., before the United States Congress, the Executive Branch and all
federal agencies. The proposed Agreement requires Corley Pipes Consulting, LLC, to provide advice,
counsel, liaison and intervention with those federal agencies that interface with the City and will promote
working relationships and goodwill between the City and key staff of those federal agencies, when
requested by the City.
The term of the contract is from October 1, 2012 to September 30, 2013. The City shall have the option to
renew the contract for one additional year, subject to re-negotiation upon mutual consent of both parties at
the time of such renewal. The proposed contract calls for the City to compensate Corley Pipes Consulting,
LLC, a rate in the amount of$12,000.00 per month. No additional amount will be paid by the City for travel
or expenses of the Consultant. However, the City will pay an amount not exceeding $26,000.00 for any
subcontractors Corley Pipes Consulting, LLC, uses to provide services under the Agreement.
MIWBE - A waiver for the goal for MNWBE subcontracting requirements was requested by the Purchasing
Department and approved by the M/WBE Office because the purchase of goods and services is from
sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION 1 CERTIFICATION:
The Financial Management Services Director certifies that funds will be available in the current operating
budget of the General Fund.
FUND CENTERS:
Logname: 02CORLEYPIPES20I3 v,3 crA 1 ^�
r
To Fund/Account/Centers FROM Fund/Account/Centers
GGO1 531200 0029000 1 00.00
CERTIFICATIONS:
Submitted for C11tv Manager's office b Charles Daniels (6199)
Originating De artment Head: Shirley Little (6110)
Additional Information Contact: Evonia Daniels (7504)
ATTACHMENTS
1. Federal Waiv (CFW Internal)
Lowame: 02CORLEYPIPES2013 Paize 2 of 2