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HomeMy WebLinkAboutContract 48573 CITY SECRETARY �ti 3 5 6 City Secretary Contract P®NTRACT NO. FR WORTHH) 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 situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and ETC INSTITUTE ("Consultant"), a S-Corporation Located in Kansas , and acting by and through Christopher Tatham its duly authorized CEO. 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 for a community customer satisfaction survey. 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 ("Effective Date") and shall expire no later than December 30, 2017 ("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 up to four additional one year terms at the City's option. 3. Compensation. The City shall pay Consultant an amount not to exceed $49,564.00 in accordance with the provisions 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 ETC INSTITUTE Professional Services Agreement—General Pagel of9 OFFICIAL RECORD Rev.12/2015 CITY SECRETARY FT.WORTHo Tx City Secretary Contract No. 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. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%). 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 parry 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 finds 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, ETC INSTITUTE Professional Services Agreement—General Page 2 of 9 Rev. 12/2015 City Secretary Contract No. 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 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. 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 ETC INSTITUTE Professional Services Agreement—General Page 3 of 9 Rev. 12/2015 City Secretary Contract No. any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to 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 ANDIOR 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 EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARA CTER, 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. 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: ETC INSTITUTE Professional Services Agreement—General Page 4 of 9 Rev. 12/2015 City Secretary Contract No. 1. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. 2. Automobile Liability Insurance with a combined limit of not less that $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Any other insurance as required by City. 1.2 General Insurance Requirements: I. 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. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. 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. 4. 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. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. 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. 11. Compliance with Laws, Ordinances, Rules and Regulations. Consultant agrees to comply with all applicable 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. ETC INSTTTUTE Professional Services Agreement—General Page 5 of 9 Rev. 12/2015 City Secretary Contract No. 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 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 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, (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: City of Fort Worth With Copy to the City Attorney Attn: Lynda Johnson at same address 1 o`VC*O-'5 St Fort Worth TX 76102 Facsimile: (817) 392- 8966 TO CONSULTANT: ETC Institute Attn: Christopher Tatham 725 W. Frontier Circle, Olathe, Kansas 66061 (913)-829-1591 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 ETC INSTHUTE Professional Services Agreement—General Page 6 of 9 Rev. 12/2015 City Secretary Contract No. 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. 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 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 party 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 party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. ETC INSTITUTE Professional Services Agreement—General Page 7 of 9 Rev. 12/2015 City Secretary Contract No. No amendment of this Agreement shall be binding upon a parry 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. 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. Executed in multiples this the -l' � day of , 20 VT ETC INSTITUTE Professional Services Agreement—General Page 8 of 9 Rev.12/2015 City Secretary Contract No. AGREED: AGREED: CITY OF FORT WORTH: ETC INSTITUTE: By: By: Sus n Al nis Christopher Tatham Assistant City Manager CEO Date: / 7) ATTES AT ST: By: XAS Mary Kayser Gr ory S. E as City Secretary CFO APPRO D AS TO FORM AND EGALITY: By: Jessica San tvang Assistant]City Attorney CONTRACT AUTHORIZATION: M&C: _Not Required_ Date Approved: Form 1295 Certification No. Not Required OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX ETC INSTTI'U'I'E Professional Services Agreement—General Page I of 9 Rev. 12/2015 CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Name: Lynda Johnson Title:Performance and udget Director EXHIBIT A STATEMENT OF WORK Objectives: City of Fort Worth would like to conduct a statistically valid community survey similar to the survey that ETC Institute completed for the City in 2015. A description of the services that would be provided and the fees are described below. Scope of Services: Task 1: Design the Survey and Prepare the Sampling Plan. Task 1 will include the following services: 1. Working with City staff to develop the content of the survey. The survey will be similar to the 2015 Survey, but new questions will be developed as needed to be sure the survey meets the City's current needs. The length of the survey will be approximately 15-minutes in length. • Participating in meetings by phone to develop the survey. • Conducting a pilot test of the survey to ensure the questions are understood by residents. Based on the results of the pilot test, ETC Institute will recommend changes (if needed) to the survey. • Selecting a random sample of residents to be contacted for the survey. The sample will be address-based and will include residents with traditional land-lines and those that only have cell phones. • The sample will be designed to ensure the completion of at least 1600 surveys. Of these, at least 200 surveys will be completed in each of the City's eight council districts. The overall results for the City will have a precision of at least +/-2.5% at the 95% level of confidence. Deliverable Task 1. ETC Institute will provide a copy of approved survey instrument. Task 2: Administer the Survey. Task 2 will include the following services: • ETC Institute will mail the survey and a cover letter(on City letterhead)to a random sample of households in the City. • Residents who receive the survey will have the option of completing it in one of the following three ways: o By mail using a postage-paid return envelope, which will be included with the survey o By going on-line to a website; the website will be printed on the survey o By calling a toll-free number, which will be printed on the survey; ETC Institute will have interviewers who will answer inbound calls from residents who prefer to complete the survey by phone. • ETC Institute will follow-up with households that do not respond to the survey within 10 days to maximize participation in the survey. These follow-ups will be conducted as follows: o By sending e-mails to households for whom email addresses can be obtained. The emails will contain a link to the on-line version of the survey o By calling households and leaving voice messages about the survey with households that do not answer their phone; ETC Institute will give those who do answer their phone an opportunity to complete the survey by phone. • ETC Institute will conduct follow-ups by phone and e-mail until a minimum of 200 surveys are completed in each City Council district for a total of 1,600 completed surveys. • ETC Institute will monitor the distribution of the sample to ensure that the sample reasonably reflects the demographic composition of the City with regard to age, geographic dispersion, gender, ethnicity and other factors. Deliverable Task 2. ETC Institute will provide a copy of the overall results for each question on the survey. Task 3: Analysis and Final Report. ETC Institute will submit a final report to the City. At a minimum, this report will include the following items: • Formal report that includes an executive summary of survey methodology, a description of major findings, and charts that show the overall results of each survey • Benchmarking analysis that shows how the results for the City compare to national and regional norms • A copy of the survey instrument • Importance-Satisfaction/Quadrant Analysis that will identify the areas where the greatest opportunities exist to enhance overall satisfaction with City services. • GIS maps that show geocoded survey results for most questions on the survey • Cross tabulations that show the results for most questions based on the demographic characteristics of the respondents • Composite performance indices that will allow the City to track its performance in each of the areas that are assessed over time. Deliverable Task 3: ETC Institute will submit the final report in an electronic format. ETC Institute will also provide up a hard copy that can be reproduced by the City. Task 4: Create a PowerPoint Presentation and Conduct and On-Site Visit. ETC Institute will prepare a PowerPoint presentation that can be used by staff to share the findings of the survey. ETC Institute will also make an on-site visit to present the results to the City Council or others if needed. Deliverable Task 4: ETC Institute will submit a PowerPoint presentation that highlights the major findings of the survey Project Schedule A preliminary schedule is provided below. We can adjust the schedule to meet your needs. ETC Institute has the capability to complete this survey in as little as two weeks if needed. • January 2017 Design Survey Instrument, Pilot Test, Begin Survey Administration • February-March 2017 Administer Survey • April-May 2017 Prepare and Deliver the Final Report Fee The table below shows the breakdown of fees for a 15-minute survey. The fees are the same as the fees charged for the City's 2015 Survey. Survey Pricing Options Task 15-Minute Survey Survey Design $ 1,750 Development of the Sampling Plan $ 2,500 Administration of a Survey to 1600 households $ 30,464 Formal Report $ 3,250 Benchmarking Comparisons to Other Communities $ 1,000 Importance/Satisfaction Quadrant Analysis $ 2,800 GIS Mapping $ 3,000 On-Site Visit $ 1,500 PowerPoint Presentation $ 500 Cross tabulations $ 2,800 GRAND TOTAL $ 49,564