HomeMy WebLinkAboutContract 50753 3 'o
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C 1 OI2 . a PROFESSIONAL SERVICES AGREEMENT CONTRACT NO. 60J�5
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IN April 24, 2018
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This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into by and between
the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation, acting by and through Fernando
Costa its duly authorized Assistant City Manager,and Ricker/Cunningham, LLC ("Consultants"),a Colorado
limited liability corporation and acting by and through Anne Ricker and Bill Cunningham, its duly authorized
principals, each individually referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
This Professional Services Agreement;
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule, and
Exhibits A and B, which are attached hereto and incorporated herein,are made a part of this Agreement for all
purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms and
conditions set forth in the body of this Agreement;the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES
Consultant hereby agrees,with good faith and due diligence on current policy and criteria related
to feasibility of maintaining, modifying or eliminating certain Neighborhood Empowerment Zone Area
within the City of Fort Worth,which is attached hereto as Exhibit"A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. TERM
This Agreement shall begin on April 24, 2018 ("Effective Date")and shall expire on August 30,
2018 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"),
City shall have the option, in its sole discretion,to renew this Agreement under the same terms and
conditions, for up to one(1)additional on-year renewal options, at City's sole discretion.
3. COMPENSATION
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," -
Price Schedule. Total payment made under this Agreement Phase 11 by City shall be in the amount of
Twenty-Five Thousand Dollars($25,000.00). Vendor shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
4. TERMINATION
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4.1 Written Notice. City or Vendor 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 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in
any fiscal period for any payments due hereunder, City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason,Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to City
Information or data as a requirement to perform services hereunder,Vendor shall return all City
provided data to City in a machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure in
writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by City("City Information")as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor 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. Vendor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Vendor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information
has been accessed by unauthorized means and shall fully cooperate with City to protect such City
Information from further unauthorized disclosure.
6. RIGHT TO AUDIT
Vendor agrees that City shall, until the expiration of three (3)years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and
the right to examine at reasonable times any directly pertinent books, documents,papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vend or agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT VENDOR
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It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent,representative or employee
of City. Subject to and in accordance with the conditions and provisions of this Agreement,Vendor 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,consultants and sub Vendors.Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents,
servants and employees, and Vendor, its officers, agents, employees, servants,Vendors and sub Vendors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a
Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither
Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any
employment benefits from City. Vendor 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 sub Vendor.
8. LIABILITY AND INDEMNIFICATION
8.1 LIABILITY-VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
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 OMJSSION(S),
MALFEASANCE OR INTENTION,41,MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERALINDEMNIFICATION-VENDORHEREBYCOVENANTSANDAGREES TO
INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS
AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
KIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY
DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS
AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION-Vendor agrees to defend,settle,or
pay,at its own cost and expense,any claim or action against City for infringement of any patent,
copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions
against City pursuant to this section,Vendor shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however,City shall have the right to fully participate in any and all such
settlement,negotiations,or lawsuit as necessary to protect City's interest,and City agrees to
cooperate with Vendor in doing so. In the event City,for whatever reason,assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,Vendor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Vendor timely written notice of any such claim
or action,with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing,City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
PROFESSIONAL SERVICES AGREEMENT Page 3 of 14
indemnify City under this Agreement. lithe software and/or documentation or any part thereof is
held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or
compromise,such use is materially adversely restricted,Vendor shall,at its own expense and as
City's sole remedy,either: (a) procure for City the right to continue to use the software and/or
documentation; or(b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
software and/or documentation; or(c) replace the software and/or documentation with equally
suitable,compatible,and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to
Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to
which termination City may seek any and all remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING
9.1 Assignment.Vendor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to
be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall
be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement
with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE
Vendor shall provide City with certificate(s)of insurance documenting policies of the following types
and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000-Each Occurrence
$2,000,000—Aggregate
(b) Automobile Liability:
$1,000,000 -Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives
in the course of providing services under this Agreement. "Any vehicle" shall be any
vehicle owned,hired and non-owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers'Compensation Act or any other
state workers'compensation laws where the work is being performed Employers'
liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000 -Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability(CGL)policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided. An agreement and for two (2)years following completion of services
provided.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
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 City.
(c) A minimum of Thirty(30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth 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 AM. 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 City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any
work pursuant to this Agreement.
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11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable
federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection
with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and
regulations. If City notifies Vendor of any violation of such laws, ordinances,rules or regulations,Vendor
shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of
the consideration herein, agrees that in the performance of Vendor'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 VENDOR,ITS PERSONAL REPRESENTATIVES,ASSIGNS,
SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH
LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD 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 CITY: To VENDOR:
City of Fort Worth Ricker/Cunningham, LLC
Attn: Fernando Costa,Assistant City Manager Attn: Anne Ricker and Bill J. Cunningham,
200 Texas Street Principals
Fort Worth,TX 76102-6314 10959 Ashurst Way Littleton, Colorado 80130
Facsimile: (817) 392-8654 Phone/Facsimile: 303-458-5800
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES
Neither City nor Vendor 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 Vendor, 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.Notwithstanding the foregoing,this provision shall not apply to an
employee of either party who responds to a general solicitation of advertisement of employment by either
party.
PROFESSIONAL SERVICES AGREEMENT Page 6 of 14
15. GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of
its governmental powers or immunities.
16. NO WAIVER
The failure of City or Vendor 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 City's or Vendor's respective right to
insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to 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 MAJURE
City and Vendor 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 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, shall not be deemed a part of
this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have reviewed and revised 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 A,B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless
set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between
City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or
PROFESSIONAL SERVICES AGREEMENT Page 7 of 14
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any
provision of this Agreement.
24. COUNTERPARTS
This Agreement may be executed 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 instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event,at Vendor's option,Vendor shall either(a)use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT
Vendor shall verify the identity and employment eligibility of its employees who perform work under this
Agreement, including completing the Employment Eligibility Verification Form(I-9).Upon- request by City,
Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well
as establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIBS,LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF TIDS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the
right to immediately terminate this Agreement for violations of this'provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT
City shall be the sole and exclusive owner of all reports,work papers,procedures,guides, 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 City from the date of conception, creation or
fixation of the Work Product 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, Vendor 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 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 City.
28. SIGNATURE OF AUTHORITY
The person signing this Agreement 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. This Agreement and any amendment hereto,
PROFESSIONAL SERVICES AGREEMENT Page 8 of 14
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled
to rely on these warranties and representations in entering into this Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address
change for the purpose of maintaining updated City records. The president of Vendor or authorized official
must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with
supporting legal documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director's resolution approving the action,or an executed merger or acquisition
agreement. Failure to provide the specified documentation so may adversely impact future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is
prohibited from entering into a contract with a company for goods or services unless the contract contains a
written verification from the company that it(1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
IN WITNf SS WHEREOF,the parties hereto have executed this Agreement in multiples this E
day of J.,U ,2018.
(Signature page follows)
PROFESSIONAL SERVICES AGREEMENT Page 9 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: J. __ CONTRACT COMPLIANCE MANAGER:
Name:Pernando Costa By signing I acknowledge that I am the person
Title:Assistant City Manager responsible for the monitoring and administration of
/ this contract,including ensuring all performance and
Date: Sor !d reporting requirements.
APPROVAL RECOMMENDED:
By: By:
Name: Name:Aubrey Thagard
Title: Title:Neighborhood Services Director
ATTEST: APPROV AS TO F RM AND LEGALITY:
By: BY:
Name Oame: j-ra"+047Z
Title: City Secretary Title: Assistant City Attorney
VENDOR:
ATTEST:
By: k LVIIQ-'--� By:
am `�j��,���;�,,, Name:
Title: r D Title:
Date:
PROFESSIONAL SERVICES AGREEMENT Page 10 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: �
CONTRACT COMPLIANCE MANAGER:
Name: fernando Costa By signing I acknowledge that I am the person
Title: Assistant City Manager responsible for the monitoring and administration of
this contract, including ensuring all performance and
Date: ��/Z18 reporting requirements.
APPROVAL RECOMMENDED:
By: By:
Name: Name: Aubrey Thagard
Title: Title: Neighborhood Services Director
ATTE . APPROVE AS TO F RIv1 AND LEGALITY:
By: ,�e.c- By: , r
Name: pp�lul zc(Q� ame: (,-ea4wVh4_-
Title: Assistant City Attorney
Tit l Vity Secretary OF FO
VENDOR: '� t
TEST:
< qS.....
By: By:
Name: Name:
Title: Title:
Date:
OFFICIAL RECORD
CITY SECRETARY
F'1'.U ow",TQC
PROFESSIONAL SERVICES AGREEMENT `
EXHIBIT A
SCOPE AND SERVICES
1.0 Project Expectations and Parameters
1.1 Discuss with representatives of the city administrative matters including: timelines, desired
outcomes,and dates of any milestone meetings, audiences for the information that will result
from this assignment, and potential groups to participate in project-related activities.
2.0 Definition of Eligible Areas(Boundaries)
2.1 Acquire and review all relevant data and documents from the city and outside sources(as
available)regarding conditions within defined geographies(i.e., established neighborhoods)in
order to understand circumstances which may be impacting decisions regarding property
development and redevelopment.
2.2 Complete physical investigations of potentially eligible targeted investment areas in order to
supplement statistical information with observable conditions.
2.3 Continue reviewing data associated with the NEZ Program in order to gain an historical
perspective regarding past applications and its potential application in newly-defined areas of
eligibility.
2.4 Prepare graphics,maps and other illustrations which demonstrate the location of existing program
and organizational boundaries(NEZ and others), along with proposed boundary amendments in
order to convey possible impacts.
2.5 Synthesize conclusions derived from this work in a technical memorandum to city staff and
management,and offer recommendations based on these findings.
3.0 Internal Process Alignment
3.1 Interview city staff from various departments involved in processing funding(incentive)and
entitlement requests such as-housing,planning,building,permitting,public works and others to
understand key steps,timeframes and key milestones and established protocols.
3.2 Conduct one-on-one interviews with a select number of past applicants who have been offered
assistance in managing these activities,yet declined, in order to understand real or perceived
consequences associated with this approach.
3.3 Prepare a chart(Gant or flow) illustrating how key steps in both processes can be streamlined and
coordinated.
4.0 Stakeholder Engagement
4.1 Prepare informational materials about the NEZ Program, its inception,evaluation and potential
termination, and current efforts to amend the boundaries of potential targeted investment areas
and modify project eligibility criteria.Note: These and related communications will be shared
with stakeholders at meetings facilitated by either city staff or representatives of the consulting
team.
4.2 Host a meeting of various stakeholder groups(business and property owners, developers, lenders,
institutional representatives,market advisors,residents,others)in potential new targeted
investment areas,to explain past and ongoing initiatives particularly related to the NEZ Program.
Participants will be invited from locations other than those that were the subject of the Phase I
effort.
PROFESSIONAL SERVICES AGREEMENT Page 11 of 14
4.3 Prepare a"survey tool"for distribution to select audiences within targeted investment areas in
order to understand housing product preferences, commercial voids,valued assets and community
infrastructure priorities.Note: Information resulting from this work may be offered to supplement
and customize eligibility criteria.
4.4 Convene individuals from areas currently and potentially eligible for NEZ resources; share
findings and recommendations related to potential criteria that could be used to determine
meritorious recipients of program resources and modifications to programmatic systems; and
solicit input regarding extraordinary circumstances in the targeted investment areas that impact
project feasibility.
4.5 Reconvene participants in the process which expressed an interest in implementing catalyzing
improvements and real estate development projects in the targeted investment areas, and instruct
them on how to package a funding request, and explain what may be expected of them in terms of
providing information related to ongoing project performance.
5.0 Development Programming and "But-For"Analyses
5.1 Assess demographic, psychographic and other lifestyle measures, along with industry trends and
development product markets such as mixed-use, historic restoration, adaptive reuse, brownfield
and greyfield development, and others in terms of near-and long-term investment potential, and
applicability in different geographies.
5.2 Identify the characteristics of existing inventories,estimate demand, and forecast investment
potential among a range of catalyzing development projects.I Core knowledge resulting from this
work will be used as a basis from which financial feasibility tests are conducted in the context of
this work task.
5.3 Complete a closer review of development issues, specific to the targeted areas, in order to find
and match opportunities presented by circumstances in these unique environments, ownership and
developer interests, and desired investment in order to develop a set of assumptions associated
with variables related to project costs, revenues, absorption schedules,financing terms, and return
on investment.
5.4 Conduct a"but-for" or proforma analysis of select projects which recently, or which are actively
requesting NEZ resources(using assumptions derived from completion of previous work tasks)to
determine need and the impact of possible remedies(i.e.,NEZ)used to"fill any economic gap."
5.5 Prepare several development programs for a range of product types(see above),and conduct
analyses similar to that described in Task 5.4 above, for the purpose of understanding the same.
6.0 Program Policy Modifications
6.1 Work with representatives of select city departments to align policy goals used to inform priority
public initiatives(including capital improvements).
6.2 Using knowledge gained through completion of these and previous tasks, offer recommendations
and revisions to existing policies (i.e.,NEZ,Tax Abatement, and other incentives)and
regulations designed to encourage implementation of catalyzing initiatives in targeted areas.
7.0 Program Materials
7.1 Adapt the proforma model for internal use by city staff in reviewing future requests for NEZ
resources, and prepare supporting forms.
7.2 Develop materials about the Program and new processes for use in: educating representatives of
different city departments and management and leadership teams;pursuing developer and
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investor interest in the strategic investment areas; and streamlining the request, evaluation and
award stages of the application process.Note: Materials may be prepared in a variety of formats,
depending on the ultimate audience, and provided to the city in hard and electronic formats so
that they may be easily updated to reflect future programmatic modifications.
8.0 Presentations
8.1 Present all findings and recommendations to City Council, as well as other boards and
commissions, and interested groups and parties as may be requested. (Not to exceed 3)
8.2 Train city staff in using the proforma model to evaluate requests in accordance with any
programmatic and policy revisions, and assist in this review for a specified period of time.
9.0 Optional Work Tasks
9.1 Meet with previous participants in the process which provided input regarding development
challenges,particularly those that requested and received NEZ resources after any modifications
to the Program, and solicit their input regarding its effectiveness at furthering stated objectives
including—transparency, efficiency, and predictability.
9.2 Complete an annual review of the Fort Worth and Metroplex real estate markets, and update
assumptions used in the proforma model to reflect current conditions.
9.3 Determine whether programmatic modifications have resulted in investment and reinvestment in
desired product types, capital improvements, financial commitments or other factors reflecting
new criteria, within designated areas of eligibility.
Work Products
• Oral communications regarding the assignment's progress
• Technical memoranda summarizing interim findings (including"but-for"analyses)
• Revised list of meritorious project criteria for inclusion in the NEZ Policy
• Redlined NEZ Policy and supporting recommendations
• Program materials in electronic and hard formats(optional)
• Educational information customized for different audiences
• Electronic model and associated inputs
• Presentation materials
• Final Phase II Executive Summary report
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EXHIBIT B
PRICE SCHEDULE
RC proposes completing work tasks 1.0 through 8.0 between the months of May and August. Specific tasks
necessary to offer program policy modifications will be completed prior to the end of June.At that time,we will
submit a draft final phase II report along with a redlined NEZ policy and supporting recommendations, including
a revised list of project criteria to be used when considering an award of NEZ resources. RC will also be prepared
to share their findings and recommendations with City Council for consideration and acceptance. Work associated
with the development of new and modified systems for use in administering the Program will largely be
conducted during the month of July,the result of which will be shared with City Council in August.
Fees associated with this work will be based on the hourly rates for the individuals involved 2,and will not
exceed$25,000 without your prior written authorization. Expenses associated with travel,acquisition of any data
not readily available from the City and its affiliates,and reproduction of presentation materials and all final
documents are included in the not-to-exceed figure above.
Invoices will be submitted to the City on the 15th and 30th of each month,and a final invoice delivered upon
submittal of all final documents and/or presentation of the same to any identified boards and commissions.
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