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HomeMy WebLinkAboutContract 46116 CITY SECtK WL I� CONTRACT ISO. STATE OF TEXAS § 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 Consulting, LLC, d/b/a Corley Pipes Consulting ("Consultant"), acting herein by and through its duly authorized President. The City and Consultant are individually referred to as a "party" and 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.C. 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, 2014 and terminate September 30, 2015 ("Initial Term"), unless terminated sooner as provided herein. The City shall have the option to renew and extend this Agreement up to four additional one-year periods. The n terms and conditions of this Agreement are subject to re-negotiation upon mutual rn consent of both parties at the time of each such renewal. M 3. o Point of Contact Consultant agrees to cooperate and report to the City's Governmental Relations staff 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 May , Corley Pipes 2014-2015 Legislative Agreement t Cr`ii If Page 1 of S the Legislative and Intergovernmental Affairs Committee, and the City Manager and will coordinate those requests through the City's Governmental Relations staff. Consultant will coordinate all responses or actions taken on the City's behalf through the Governmental Relations staff 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 respondent superior shall have no application as between the City and Consultant. 5. Payment, Expenses, Travel & Subcontractors 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 Governmental Relations staff. 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 per year for Consultant and subcontractor services. 6. 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 reports and other work product prepared by Consultant hereunder, whether fully 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. 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 Corley Pipes 2014-2015 Legislative Agreement Page 2 of 8 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, 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. 11. 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: City of Fort Worth Corley Pipes Consulting Attn: City Manager Attn: Casey Pipes or Scott Corley 1000 Throckmorton 3580 W. 4t' Street Fort Worth, TX 76102 Fort Worth, Texas 76107 with copies to: City Attorney and Governmental Relations Division at the same address Corley Pipes 2014-2015 Legislative Agreement Page 3 of 8 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 AND AGAINST 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. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 14. Review of Counsel The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction Corley Pipes 2014-2015 Legislative Agreement Page 4 of 8 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. 15. 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. Severability 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. 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 Corley Pipes 2014-2015 Legislative Agreement Page 5 of 8 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. 20. Execution —Signature Authority; Counterparts The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 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. 21. 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. Executed on this /41(- day of ? , 2014. CORLEY CONSULTING, LLC CITY OF FORT WORTH d/b/a CORL Y PIPES O SULTING By: - By: C. co ey Cha s W Daniels , President Assistant City Manager Date: �U Q� FO Date: ��. D¢. / 0600000 10 0°p 0° St: Q0 p0 / 6 O V° $0 °o -- 0 Kayser, i retary �. 0°°°°°°°°°7k� pro as orm and Legality: By: Denis McElroy, Mt. City Attorney rOFFICUA L GRIECORD Contract Authorization: � �G�G�4QM&C: C-27021 T. dORTH9 4K Date Approved: October 14, 2014 Corley Pipes 2014-2015 Legislative Agreement Page 6 of 8 EXHIBIT "A" Scope of Services 1. 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 Governmental Relations staff 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 Governmental Relations staff 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 staff. 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. 5. Consultant will cooperate with the City Manager and the City's Governmental Relations staff 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 Governmental Relations staff or appropriate City staff and provide any collateral materials or background information needed, 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 2014-2015 Legislative Agreement Page 7 of 8 Manager or the City's Governmental Relations staff or appropriate City staff. 9. Consultant will draft speeches, memoranda, 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 Governmental Relations staff 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 Governmental Relations staff 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 2014-2015 Legislative Agreement Page 8 of 8 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas crimi, COUNCIL AGENDA FORTWORTH COUNCIL ACTION: Approved on 10/1412014 DATE: 10/14/2014 REFERENCE **C-27021 LOG NAME: 02CORLEYPIPES2015 NO.. CODE: C TYPE: CONSENT PUBLIC NO HEARING: 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 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. 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 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. Term; Renewal Options- The term of the contract is from October 1, 2014 to September 30, 2015. This Agreement may be renewed for up to four additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the 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 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 531200 0029000 $170,000.00 http://apps.cfwnet.org/council_packet/mc review.asp?ID=203 92&councildate=10/14/2 014 11/6/2014 M&C Review Page 2 of 2 Submitted for City Manager's Office by: Charles Daniels (6199) Originating Department Head: TJ Patterson (6110) Additional Information Contact: Evonia Daniels (7504) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp?ID=20392&councildate=10/14/2014 11/6/2014