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HomeMy WebLinkAboutContract 48071 Y SECRETAW � �ONTRAGT W0. FORTWORTH. 6 ww�� PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a home- rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and STREAMS & VALLEYS, INC. ("Consultant"), a Texas nonprofit corporation. City and Consultant are each individually referred to herein as a "party" and collectively referred to as the"parties." The term "Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting services to conduct a Trinity Trails Etiquette and Safety Public Awareness Campaign. Specifically, Consultant will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon execution by the City ("Effective Date") and shall expire no later than December 31, 2016 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for a term of one year at the City's option. 3. Compensation. The City shall pay Consultant Ten Thousand Dollars and No Cents ($10,000.00) within thirty (30) calendar days after the Effective Date of this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. OFFICIAL RECORD Streams&Valleys,Inc. Professional Services Agreement—General CITY SECRETARY Page 1 of 11 Rev. 12/2015 FT.WORTH,TX 4. Termination. 4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for Services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with Services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City and certify that all City data has been removed from Consultant's computers and other electronic devices. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. 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 services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. 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. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third Streams&Valleys,Inc. Professional Services Agreement—General Page 2 of 11 Rev. 1212015 party without the prior written approval of the City. 5.3 Unauthorized Access. 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, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. 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 at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement 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 work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended audits. 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 expiration of three (3) years after final payment of the subcontract, have access to and documents, papers and records of such subcontractor involving transactions related 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 work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and 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 officers, agents, servants, employees or subcontractors of Consultant shall be entitled to Streams&Valleys,Inc. Professional Services Agreement—General Page 3 of l 1 Rev. 1212015 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, and any of its officers, agents, servants, employees or subcontractors. 8. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY(INCLUDING, BUT NOT LIMITED TO, DEATH) AND ANY ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS, THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASSIONED BY (i) CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF CONSULTANT, IT OFFICERS, AGENTS, AFFILIATES, ASSOCIATES, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS RELATED TO THE SERVICES OR THE PEROFRAMNCE OF THIS AGREEMENT. 9. Assignment and Subcontracting. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the 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. 10. Insurance. 10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: Streams&Valleys,Inc. Professional Services Agreement—General Page 4 of I I Rev. 12/2015 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, and any of its officers, agents, servants, employees or subcontractors. 8. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY(INCLUDING, BUT NOT LIMITED TO, DEATH) AND ANY ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS, THAT MAYRELATE TO,ARISE OUT OF, OR BE OCCASSIONED BY (i) CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF CONSULTANT, IT OFFICERS, AGENTS, AFFILIATES, ASSOCIATES, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS RELATED TO THE SERVICES OR THE PEROFRAMNCE OF THIS AGREEMENT. 9. Assignment and Subcontracting. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the 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. 10. Insurance. 10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: Streams&Valleys.Inc. Professional Services Agreement--General Page 4 of 11 Rev.12!2015 UULI�ia alga VV11ratIVII3 IICIGUIIUCI, It WWI IIVL UIMAIIIIIIIatC III LIIC UnitIIICIIL UFU11Iploymenl UI any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and Streams&Valleys,Ine, Professional Services Agreement—General Page 5 of 11 Rev.1212015 to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis at same address 1000 Throckmorton Fort Worth TX 76102 TO CONSULTANT: Streams& Valleys, Inc. Attn: Stacey Pierce 2918 Wingate Street Fort Worth, Texas 76107 14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement 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. 17. Governing Law and 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, is brought on the basis of this Streams&Valleys,Inc. Professional Services Agreement—General Page 6 of l I Rev. 12/2015 Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. 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. 19. 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 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. 20. 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. 21. Review of Counsel. The parties acknowledge that each parry and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, 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. 24. Signature Authority. Streams&Valleys,Inc. Professional Services Agreement—General Page 7 of 11 Rev. 12/2015 The person signing this Agreement, and any amendment hereto, hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. Counterparts. This Agreement may be executed in in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 26. Third Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and Consultant, and their lawful successors or assigns, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 27. Survival. Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. nKa Executed in multiples this the a�` day of ' 2016. CITY OF FORT WORTH: STREAMS & VALLEYS, INC B : B y y �ftw &6is"nAlanis ' � Stacey Pie e tant City Manager Executive Director CP g, ATTEST: �` 0 0 0 $ " $� °® 0,004 OFFICIAL RECORD Mary J. K er CITY SECRETARY City Secretary FT. WORTH,TX Streams&Valleys,Inc. Professional Services Agreement—General Page 8 of 11 Rev. 12/2015 APPROVED AS TO FORM AND LEGALITY: J Tyler ach Assistant City orney CONTRACT AUTHORIZATION: No M&C requierd Streams&Valleys,Inc. Professional Services Agreement—General Page 9 of I I Rev. 12/2015 EXHIBIT A STATEMENT OF WORK The Fort Worth Trinity Trails System ("Trail System") is comprised of more than 70 miles of trails throughout the Trinity River and its tributaries. Since 1971, the trail system has been developed through the cooperation of the City, Streams & Valleys, and others. The Trail System runs through many of the City's parks. As the Fort Worth community continues to grow, the number and variety of trail users expands, as well. As a result, the need for trail etiquette and safety has become increasingly important. Therefore, the City and Consultant desire to create and manage a comprehensive public awareness compaign desiged to educate users on safe and appropriate trail use. Trail users engage in a variety of activities including, but not limited to, walking, running, bicycling, roller blading, skateboarding and horseback riding in designated equestrian areas. In addition to these activities, trail users may involve baby strollers, pets on leash, bicycle trailers, children's wagons, bikes with training wheels, and tricycles. As trail usage has increased, three concerns have emerged: 1) The speed of cyclists on the trails, 2) the interaction between cyclists and pedestrians, and 3)personal safety. The most effective response to address these issues is to create and manage a comprehensive public awareness campaign designed to educate users on safe and appropriate trail use. SHARE THE TRAIL: Trinity Trails Safety Public Awareness Campaign The trail safety public awareness campaign is called SHARE THE TRAIL. Share the Trail: The Slow Zone Communication efforts for the"Slow Zone" will be concentrated in the most heavily traveled stretch of trail bounded by Tilley Bridge and The Trailhead at Edwards Ranch. The area from Panther Island to The Woodshed will be designated as a"SLOW ZONE." Campaign elements shall include the following: • directional and educational signage at trailheads and along the trail, • print and digital advertising, • Booths at future Mayfest events with campaign materials, • temporary/movable signage along the trail, Streams&Valleys,Inc. Professional Services Agreement—General Page 10 of 11 Rev. 12/2015 • a landing page at www.sharethetrai1.net showing trail rules, • a coordinated social media effort, • grassroots outreach to local cycling groups and other trail user groups, • construction elements such as trail striping and markings to calm speeds and encourage safer trail use; and • create a dynamic visual by inviting representatives of trail users groups to participate: runners, walkers, cyclists, stroller moms, equestrians. Share the Trail: Educating Children Trail System users of all ages must know what constitutes safe behavior on the trails. Farnsworth the Fox will become the educational emissary, travelling to schools and events and spreading the safety message. Farnsworth's "show" will be a free, musical theater presentation for ages pre-k through 5th grade. The Farnsworth "show" will include social messages about sharing, environmental messages about water and conservation, and health messages about exercise. The purpose is to encourage children to get outdoors and experience nature and teach childrend about safe behavior on the Trinity Trails, incuding "sharing the trail," "sound off, listen up," "wheels always yield," "stay right, pass left," and "keep it moving." Deliverables: Consultant shall provide the City with a summary of progress since the initiation of the Share the Trail program through the Expiration Date of this Agreement. Streams&Valleys,Inc. Professional Services Agreement—General Page I I of 11 Rev. 12/2015