Loading...
HomeMy WebLinkAboutContract 30456 1 CITY SEC RETAM 304aa 'CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Dale Fisseler, its duly authorized Assistant City Manager, and CENTER FOR NONPROFIT MANAGEMENT ("Consultant"), a Texas corporation in good standing with the State of Texas, acting by and through Hedy Helsell, its duly authorized representative. 1. SCOPE OF SERVICES. 1.1. Consultant's Services. Consultant hereby agrees to provide the City's Economic and Community Development Department ("ECD") with professional consulting services to assist ECD and the City's Housing Department in implementing a framework for a community development funding partnership that supports Fort Worth's nonprofit community development corporations through a collaborative process with key stakeholders (collectively the "Project"). The Project is described in detail in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. The City and Consultant may change the scope of the Project by substituting an amended Exhibit "A", signed by both the City and Consultant, which shall then be attached to this Agreement and made a part of this Agreement for all purposes. 1.2. City's Duties. The City shall provide Consultant access on a reasonably timely basis to various City personnel for interviews, questions, consultation, document reviews and other forms of participation necessary to the Project. The City shall also provide Consultant with reasonable facilities and equipment in order to allow Consultant to perform its duties and obligations under this Agreement when it is necessary for Consultant to be on-site. 1.3. Work Schedule. Within ten (10) days following the Effective Date of this Agreement, as defined in Section 2, the City and Consultant shall complete a written work schedule applicable to the Project ("Work Schedule"). This Work Schedule shall establish timetables and milesto'e ,2 �;� relating to and in accordance with each step or line item of work referenced in Exhibit"A". 1.4. Work Product. All work produced by Consultant under this Agreement (collectively the "Work Product"), specifically including, but not limited to, electronic spreadsheets, shall be owned, at all times, by the City. Consultant shall deliver the Work Product to the City upon the termination or expiration of this Agreement. The City shall have access to and be entitled to review and copy any portion of the Work Product at any time. Consultant may retain a copy of the Work Product except as to any portion thereof that is proprietary or otherwise confidential. 2. TERM. This Agreement shall commence as of June 15, 2004 ("Effective Date") and shall continue in full force and effect for a term of twelve (12) months thereafter unless (i) terminated earlier in accordance with the provisions of this Agreement or when the City has provided Consultant with written notice that Consultant has fulfilled its obligations under this Agreement and that Consultant's services are no longer required or (ii) Consultant has not completed the Project by such time, in which case this Agreement shall automatically renew for another term of one (1) year,provided that the City has appropriated sufficient funds in its then-current fiscal year budget to pay Consultant any balance of the $14,000 in compensation specified by Section 3 hereof. 3. COMPENSATION. Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant a sum not to exceed $14,000 for services provided in the carrying out and fulfillment of Consultant's duties and obligations under this Agreement, which amount includes up to $13,500 in professional fees (including up to $300 for meeting expenses) and up to $500 for travel expenses. The specific services and expenses involved in each step of the Project are described in Exhibit "A". Notwithstanding anything herein to the contrary, in no event shall Consultant be compensated any sum greater than $14,000 for services provided pursuant to this Agreement unless this Agreement is amended in writing by both the City and Consultant. 4. TERMINATION. 4.1. Written Notice. The City and Consultant may terminate this Agreement at any time and for any reason by its providing the other party with written notice of termination. 4.2. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to its expiration, as provided in Section 2, the City shall pay Consultant for services actually rendered as of 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. 5. 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 services and proposed services with respect to the Project. 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. 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 Open Records Act. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. v 6. AUDITS. The City shall have, for three (3) years following the termination or expiration of this Agreement and upon reasonable advance notice, access to and the right to examine and audit any books, documents,papers,records or other data of Consultant that involve transactions relating to this Agreement. Accordingly, Consultant shall provide the City with access during normal working hours to all of Consultant's facilities and with appropriate workspace at Consultant's facilities necessary for the City to conduct examinations and audits in accordance with this Agreement. This Section 6 shall survive the termination or expiration 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 7 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: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Consultant, its employees, agents or subcontractors; and • Worker's Compensation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at$100,000 per accident. Prior to the Effective Date, Consultant shall 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 which such requests or revisions as a condition precedent to the effectiveness of this Agreement. 8. 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 an 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 shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondent superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Consultant. 9. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. KS l t' r 10. ASSIGNMENT AND SUBCONTRACTING. To carry out the Project, Consultant will subcontract certain elements of the scope of work to the Concinnity Network, solely represented by Bobbi Bilnoski; and the Community Development Partnership Network, solely represented by Kim Burnett. Through execution of this contract, the subconsultants enumerated in this Section shall be bound by the duties and obligations of Consultant under this Agreement. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement other than the extent outlined in this Section without the prior written consent of the City. If the City grants such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. 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 to indemnify and defend the City and hold the City harmless from such claim. 13. LICENSES AND PERMITS. Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for it to carry out its duties and obligations hereunder. 4 14. 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To THE CITY: To CONSULTANT: City of Fort Worth Hedy Helsell Economic and Community Development Dept. President Christine Maguire, EDFP Center for Nonprofit Management Community Development Manager 2900 Live Oak Street 1000 Throckmorton Dallas, TX 75204 Fort Worth, TX 76102-6311 Facsimile: (817) 392- 2431 Facsimile: (214) 821-3845 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. 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. VENUE , JURISDICTION AND EXPENSES. 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 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. In any such action, the I II ;'II i5, prevailing party shall be entitled to recover from the other party reasonable attorneys' fees incurred in the bringing or defending of the action. 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 MAJEURE. 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, including, but not limited to, compliance with any government law, ordinance or regulation, 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. 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. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of 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. This Agreement shall not be amended unless agreed to in writing by both parties and, if required, approved by the City's City Council. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples as of the later date below: fI1 CITY OF FORT WORTH: CENTER FOR NONPROFIT MANAGEMENT, a Texas corporation: By: By: Dale isseler Hedy Helse 1 Interim Assistant Qity Manager President Date: Date: Q ATTEST: ATTEST: Byf) / City Secretary PATRICIA CLARK NOTARY FiIBIIC STATE OF TEXAS APPROVED AS TO FORM AND LEGALITY: *� +; COMMISSION EXPIRES 'foci` FEBRUARY 29,2006 Peter Valcy, Assis t City Attorney M & C: Not alk ble STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Hedy Helsell,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Center for Nonprofit Management and that she executed the same, and had authorization to execute the same, as the act of Center for Nonprofit Management for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1 ,2004. (G1115 PATRICIA CLARK* NOTARYPUBWSTATEOFTEXAS Notary Public in and for the State of Texas �� COMMISSION EXPIRES:'��+ FEBRUARY 21,2005 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dale Fisseler,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2004. Notary Public in and for the State of Texas KAREN EDWARDS-FISHER l aiNotary Public,State of Texas V �� My Commission Expires 7 d A •.;��� I��+� May 07 2008 V 7? NEIL EXHIBIT "A" FORT WORTH CENTER FOR NONPROFIT MANAGEMENT strong nonprofits build strong communities ATTACHMENT A: THE PROJECT The City of Fort Worth is pleased to submit the following request to extend the contract of the Center for Nonprofit Management to assist the City of Fort Worth and community partners in implementing the successful framework for a community development partnership, developed over the last few months. Scope of Services The City of Fort Worth Economic and Community Development and Housing Departments will continue to partner with the Community Development Corporations (CDCs) and major local foundations such as the Sid Richardson Foundation and the Amon Carter Foundations, to establish the shared vision for a Fort Worth Community Development Partnership. This extension is for ongoing consulting and facilitation services to that end.The estimated number of meetings is based on the tasks as outlined in the FWCDP process road map (attached) developed as part of our initial contract. The estimated meeting facilitation services required to establish the CDP 3-5 Leadership Planning Meetings 2 hrs. each (5 meetings,2.5 days to plan,conduct and follow up) 2-3 CDP Planning Meetings 2 hrs. each (3 meetings,2 days to plan,conduct and follow up) 2 Funder Workshops 8 hrs. each (2 workshops,4 days to plan,conduct and follow up) 2 Debriefing Meetings 2 hrs. each(2 meetings,1 day to plan,conduct and follow up) 4 Quarterly Stakeholder Meetings 3 hrs. each (4 meetings.4 da�plan.conduct and follow up) 16 Meetings Total 140 hrs. total (estimated 13.5 days X$1,000 day=$13,500) Note:Rate calculation includes up to$300 for meeting expenses. The Center's main job is to design and facilitate consensus among the key stakeholders that result in key agreements, or milestones,in the process. City staff will draft and facilitate the execution of those agreements resulting from that consensus. As a result of the agreements and decisions made during the 16 meetings and working with shared responsibility with the City staff in forming the CDP, the project deliverables resulting from the consultant's scope of work will be as follows: • Work program related to this contract. . Draft Operational Work Plans &Budget for the CDP . Draft Policies and Procedures of the CDP . Executed MOU's with the Host Organization and Financial Sponsors . Approval of CDP among key stakeholders . Development of Evaluation Process &Timeline . Development of an Evaluation Plan and Quarterly Milestone Scorecards . Development of a Communication/ Orientation Plan '�i Ft.Worth Community Development Partnership Workshop 2 Exhibit A:The Project Create an Action Plan Implement & Celebrate Who must do How will we Are we ready to launch the what by when? measure progress? CDP to the public? February 2004 -April 2005 2005 -2007 C Create a detailed Develop Quality Assurance Launch the CDP to the Implementation plan to Plan to Track& Measure public in a series of establish the CDP. Progress and Results. program orientations. Key Meetings & Activities • 02/01/04--09/30/04—Recruit (12/01/04-12/31/04)—Hire FTE to (05/01/05--06/01/05)—Host a City- champions,supporters and funders, lead and manage start up activities. wide Kick-Off Event to launch the City,politicians,foundations,banks (01/01/05--3/31/05)-Create an partnership and a series of meetings and corporate sponsors to build Operational Implementation and to educate and inform the community consensus and raise funding. Evaluation Plan: of the Community Development • 010/01/04—10/31/04-Sponsors ✓ Job descriptions for staff and Partnership. present to governing bodies for budget consultants to oversee set up and • Draft RFP for I"round grants in allocation approval.(City,Foundation, fundraising activities selected programs Banks,Corporations) ✓ Develop core support and technical • 2005 Milestones • (01/01/04--10/01/04)—Establish a assistance guidelines,performance Q1—Get operating systems and host organization to provide space, indicators,funding criteria. policies in place. support and fiscal management during ✓ Draft RFP template for core Q2-Year I funding for first grantees; the start up phase. funding and technical assistance. 1 new grantee;Develop internships • 10/01/04—012/30/04—Develop a Start ✓ Design operational plan and community learning opps.;ID Up advisory board at host foundation. ✓ Assess budgeting and resource Funder for Year III evaluation; • 12/31/04—3/01/05—Conduct a allocations Complete annual rpt&publish national search to recruit a FTE lead ✓ Develop an evaluation process and grantee work and manage start up activities. (*or timeline Q3-Planning grants awarded;Raise consider hiring FTE earlier to help ✓ Establish Quarterly Schedule and Funds Locally and Nationally; raise funding) Scorecards to track objectives, Evaluate funding criteria w/CDCs& • 01/01/05—01/31/05—Conduct site evaluate the programs and measure stakeholders visits to other partnerships. performance against metrics. Q4-RFP for core program;Revise • 01/01/05—03/01/05 Draft&execute ✓ Develop reporting guidelines and Programs per evaluations MOU's for funders and stakeholders. standardized templates. 2007 Milestones • 01/01/05—03/01/05 Determine target ✓ Establish a Quality Team to Q1 -Year II funding;Year 11 funding start date. manage the evaluation process. one grantee;One new grantee; • 04/01/05—Plan Kick Off Event and Complete annual rpt and publish Orientation meetings grantee work Q3-Planning grants awarded Q4-RFP for core program Project - • . Draft Budget Operational Work Plans &Budget Kick Off Event . Executed MOU's Policies and Procedures Orientation Meetings . Host Organization RFP Processes Year 1 Funding . Financial Sponsors Evaluation Process &Timeline . Training Partnerships . Approval of CDP Quarterly Plan and Scorecards . Hire one FTE to lead partnership Communication/ Orientation Plan !K!�N 7,;'. Ft.Worth Community Development Partnership Workshop 3 Exhibit A:The Project The Consulting Team 1. Bobbi Bilnoski:Lead Facilitator 2. Kim Burnett: Content Expert, Consultant 3. Rhonda Thompson: Client Management Bobbi is a master facilitator and owner of Concinnity Network. She has over 20 years experience in facilitating high-stakes collaboration in communities,nonprofits and corporations. Her background is in community building and grass-roots economic development.A more complete biography and listing of clients is attached to this proposal. Kim is the Executive Director of the Community Development Partnership Network,a national network of 13 local community development partnerships. Kim is responsible for all aspects of the organization including day to day operations,program development, consulting relationships, communications development, fundraising, and meeting facilitation and coordination. Rhonda is Vice President of Client Services for the Center, and over the last four years,has developed a full range of collaboration services for nonprofits and public agencies. Bobbi and Rhonda have worked together on numerous large-scale,team chartering and collaborative strategic planning projects. Fee for Services (see last page for details) • Fees: The fee offered to the City Fort Worth for the services described in this proposal is $14,000. This includes $13,200 in professional fees. • Materials: The budget is estimated at$300 for supplies,materials and copies. The client will provide for all other copies,materials, supplies and meeting expenses such as refreshments. • Travel: The budget is estimated at$500 to pay airfare,lodging,meals and local transportation for Kim Burnett. • Communications: (phone calls, electronic mail and faxing) related to the completion of Consultants'responsibilities will be the responsibility of the Consultants. • The Client will provide workshop facility costs and logistical support, coordination,purchase and deliver of catering for each workshop, copies and handouts for workshops and follow up documentation,and communication and notification of stakeholder invitees.