HomeMy WebLinkAboutContract 47866 CITY SECRETARY
CONTRACT 140.
14/0
PROFESSIONAL SERVICES CONTRACT
This Professional Services Contract ("Contract') is made by the City of Fort Worth, a
Texas municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, with its
principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, hereinafter called "City,"
and The Data Jewels Foundation, Owner, with its principal location at 201 Main St. Suite 600,
Fort Worth,Texas 76102,hereinafter called "Contractor."
1. SCOPE OF SERVICES
Contractor agrees to provide answers to proposed research questions as outlined in "Exhibit
A".
2. COMPENSATION
The maximum amount to be paid to Contractor for all services performed and expenses
incurred hereunder shall not exceed$2,500.00.
3. TERM
This agreement shall be effective upon the last date executed by both parties and shall expire
upon completion of all services contemplated herein,but not later than August 31,2016.
4. TERMINATION
Either party may terminate this Contract at any time for any reason upon thirty (30) days
written notice to the other party.If termination is by the City, upon the receipt of such notice
by Contractor, Contractor 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. Contractor
shall not be entitled to lost or anticipated profits should City choose to exercise its option to
terminate. City shall pay Contractor for all services rendered through the effective date of
termination.
5. LIABILITY;INDEMNIFICATION;RELEASE OF LIABILITY
CONTRACTOR SHALL BE LIABILE FOR AND SHALL RELEASE FROM
LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS
AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR
EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO
ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR
EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS, WHICH MAY ARISE
OUT OF ANY NEGLIGENT ACT,ERROR OR OMISSION BY CONTRACTOR IN THE
PERFORMANCE OF THIS AGREEMENT. CONTRACTOR 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 OR OMISSION; AND
CONTRACTOR 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,
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
ERROR OR OMISSION. CONTRACTOR SHALL NOT BE LIABLE FOR ANY HARM,
LOSS OR DAMAGE CAUSED BY THE NEGLIGENT ACTS OR OMISSION OF THE
CITY,ITS OFFICERS,AGENTS OR EMPLOYEES.
6. INDEPENDENT CONTRACTOR
Contractor shall perform all work and services hereunder as an independent contractor and
not as an officer, agent or employee of the City. Contractor 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
agents, employees and subcontractors. Nothing herein shall be construed as creating a
partnership or joint venture between the City and the Contractor, its agents, employees and
subcontractors; and the doctrine of respondent superior shall have no application as between
the City and the Contractor.
7. INSURANCE
Consultant shall provide 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:
Coverage and Limits
(a) Professional Liability (Errors and Omissions)
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas workers'
Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and
minimum policy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
General Requirements
Professional Services Contract:The Data Jewels Foundation Page 2 of 8
(a) All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of the City of Fort Worth.
(c) A minimum of thirty (30) days notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten (10) days notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with
copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement.
8. PROHIBITION OF ASSIGNMENT
Neither party hereto shall assign, sublet or transfer their 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.
9. CHOICE OF LAW; VENUE
This Contract shall be construed in accordance with the laws of the state of Texas. Should
any action, at law or in equity, arise out of the terms herein, exclusive venue for said action
shall be in Tarrant County, Texas.
10. FORCE MAJEURE
Neither party shall liable for failure to perform its obligations under this Contract if the
performance 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.
Professional Services Contract:The Data Jewels Foundation Page 3 of 8
11. CONFIDENTIAL INFORMATION
Contractor understands and acknowledges that Contractor will be provided with information
that may be confidential by law, rule, statute, ordinance or legal order. Contractor shall not
disclose any information deemed confidential to any party who is not privy to or who does
not have a special right of access to said information. Contractor agrees to use confidential
information for purposes of providing the services contemplated herein only as determined
by the City. Disclosure of, or unauthorized use of, any confidential information by
Contractor is a material breach of this Agreement. If Contractor violates this provision, and
in addition to any other remedies at law or in equity that the City may have, the City may
immediately obtain injunctive relief in a court of competent jurisdiction enjoining any
continuing or further breaches and exercise any further remedies as authorized by law.
Contractor agrees to indemnify and hold the City harmless for any claims or damages caused
by Contractor's breach of this confidentiality provision.
12. RIGHT TO AUDIT
During the term of this Agreement, and at any time within three (3) years following the
expiration of this Agreement,the City shall have the right of access to all information held in
the possession of the Contractor related to services performed under this Agreement, for
audit purposes or otherwise. Contractor agrees to provide access to such information unless
expressly prohibited from doing so by court or other governmental order. Except in the event
of an emergency,the City will provide reasonable advance notice of any intended audits and
the need for the information. Contractor agrees that it will keep records relating to the
services provided hereunder for as long as required by law.
13. NOTICES
Any notice required to be given hereunder shall be given by certified mail, return receipt to
the following addresses:
If to City: If to Contractor:
City of Fort Worth The Data Jewels Foundation
Attn: Assistant City Manager Attn: Latanya Washington Walker
1000 Throckmorton Street 201 Main St. Suite 600
Fort Worth,Texas 76102 Fort Worth,Texas 76102
14. OWNERSHIP OF WORK PRODUCT
City shall be the sole and exclusive owner of all materials, reports and documentation,
created, published, displayed, and/or produced in conjunction with the Services provided
under this Agreement, collectively, "Work Product." Further, City shall be the sole and
exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the
benefit of the City from the date of conception, creation or fixation of the Work Product
Professional Services Contract:The Data Jewels Foundation Page 4 of 8
in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of
the Work Product shall be considered a "work-made-for-hire" within the meaning of the
Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part
thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right,
title and interest in and to the Work Product, and all copies thereof, and in and to the
copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the
City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of the City.
Consultant's work papers shall remain the sole and exclusive property of Consultant.
"Work papers" shall mean those documents prepared by Consultant during the course of
performing Services including, without limitation, schedules, analyses, transcriptions,
memos and working notes that serve as the basis for or to substantiate the Services. In
addition, Consultant shall retain sole and exclusive ownership of its know-how, concepts,
techniques, methodologies, ideas, templates, and tools that existed prior to the
performance of Services hereunder.
[Signature Page Follows:]
Professional Services Contract:The Data Jewels Foundation Page 5 of 8
m
EXECUTED on this,the day of , 2016.
APPROVED AND AGREED %�aa
ND AGREED
CITY O FORT WORTH: DA
By:
Valerie R. Washingtoningto er,PhD
Assistant City Manager Chief Executive O is
Date: U Date:
APP R V COED: ATTEST:
By: By:
Chief J F.Fitzgerald Name:
Chief of Police // Title:
rO
Date: � v b
APPROVED AS TO FORM
AND LEGALIT
B .--
Maleshia B\Farmer
Sr.Assistant City Attorney
Date: I AOi �n tw
CONTRACT AUTHORIZATION:
No M&C Required
ATTES 8 0
By: �go oo83y
a J.
City Sear .�� ���*
7
Date: 4411101al
Form 1295 Certification No:NOT REQUIRED
This agreement does not require City Council approval.
OFFICIAL RECORD
Professional Services Contract The Data Jewels Foundation CITY SECReTARY
FT.WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Research Methodology
Utilizing a mixed methods research methodology,the Data Jewels Foundation will investigate
the questions below using the highest standards of research and evaluation practice suggested by
the American Evaluation Association.
Research Questions
• Are there opportunities for improvement in the process by which the CCPD Community
Based Program funds are awarded?
• How can the CCPD Community Based Program Request for Proposal (RFP) be modified
and adapted to allow additional agencies/programs, ideals, and concepts to be brought
forward for consideration for funding?
• What opportunities for improvement exist with the community based proposal selection
process?
• Are all groups/areas receiving fair and equitable announcements of available CCPD
funding?
• Are there opportunities to strengthen measures of program impact/outcomes?
• Are all funded programs in alignment with the mission and goals of CCPD funding?
• Do all funded programs possess goals and measurements and metrics that allow goal
attainment to be measured properly?
• Are all instruments used to grant awards valid and reliable?
• Historically, has the Community Based Program projects and initiatives shown positive
impact as indicated in their agreement with the City of Fort Worth?
• What are noteworthy best practices?
• What are opportunities for improvement,recommendations, and actionable next steps?
• What return on investments, if any, has the City of Fort Worth realized through resource
allocation to specific programs,projects and initiatives funded in the past?
• What information,processes and procedures need to be streamlined, expanded, or
improved?
• Are proper resources allocated to successfully manage the Community Based Program?
• Are there ways to better manage time on task with certain aspects of proposal review?
Compensation
Flat rate of$2,500 for Analysis/Research Questions and all Deliverables as follows:
• Mid-Year Draft Report to be submitted to the Police Department's Senior Grant
Specialist with the Program Support Division, no later than July 15, 2016 *
• Final Report to be submitted to the Police Department's Senior Grant Specialist with the
Program Support Division, no later than July 29,2016**
Professional Services Contract The Data Jewels Foundation Page 7 of 8
• Presentation to CCPD Board - August 18th
Contact Information
The Data Jewels Foundation
201 Main St. Suite 600
Fort Worth, TX 76102
817.502.1643
*All drafts of deliverables are subject to Section 11 herein and shall be maintained as
confidential unless otherwise required by law, or the City consents to such disclosure.
**The final summative report will highlight best practices, offer recommendations and
opportunities for improvement, and suggest actionable next steps.
Professional Services Contract:The Data Jewels Foundation Page 8 of 8