HomeMy WebLinkAboutContract 52810 �1 Al AM T
CITY SECRETARY
CONTRACT NO. I
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SEQ FOA� �� h PROFESSIONAL SERVICES AGREEMENT
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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, and PROJECT FOR PUBLIC
SPACES("Consultant"), a New York national nonprofit organization. City and Consultant are
each individually referred to herein as a '`parry"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
authorized representatives.
I. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with
professional services for a Peer Review of the University of Texas at Arlington— Institute of Urban
Studies (UTA-IUS) Analysis of the Fort Worth Medical Innovation District and subsequent
presentation on October 29, 2019. All work performed by Consultant under this Agreement shall
hereinafter be referred to 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.
2. Term.
This Agreement shall become effective on the date as of which both parties have executed
it ("Effective Date") and shall expire on October 31, 2019 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or extended by the parties
pursuant to an amendment to this Agreement that is lawfully executed by both parties.
3. Compensation,
The City shall pay Consultant$3,000.00 for development and delivery of the Peer Review
and Presentation, which amount shall be payable upon execution of the contract and receipt of
appropriate invoice. The City does require the Consultant to register as a vendor. 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 and the City Council appropriates sufficient funds for that
purpose.
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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 Oblations 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
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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
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.
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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 INTENTION.IL 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 PROPERTY DAMAGE 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 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.
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. 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.
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11. 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 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.
12. 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
Attn: Robert Sturns
Economic Development Director
1150 South Freeway
Fort Worth TX 76104
with a copy to the City Attorney
at:
200 Texas St.
Fort Worth, TX 76102
TO CONSULTANT:
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740 Broadway, Suite 1101
New York, NY 10003
13. Solicitation of Emplovees.
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.
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14. 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.
15. 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.
16. 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.
17. 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.
18. Force Ma]eure.
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.
19. 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.
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20. 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.
21. 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.
22. 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.
23. 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.
24. 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 parry's original signature is not delivered.
25. Third Partv 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,
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contractual or otherwise, to any other person or entity.
26. 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.
27. Prohibition Against Boyeotting Israel.
Consultant 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 Agreement, Consultant certifies that Consultant's signature
constitutes written verification to the City that Consultant: (1) does not boycott Israel, and (2)
will not boycott Israel during the term of the Agreement.
28. Immigration Nationali , Act.
Consultant 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, Consultant shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Consultant 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 Consultant
employee who is not legally eligible to perform such Services. CONSULTANT SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
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Executed in multiples this the day of 20 __
AGREED: AGREED:
CITY OF FORT WORTH: �— PROJECT FOR PUBLIC SPACES:
By: 'v` By:
JAba—
Jesus "Jay" Chapa Name: LIScc M l t
Assistant City Manager Title: D�reC,+[> 'l7 O PQ2L+•-� S
Date: ` 5 Date: S G P •�, �" 2 D ��
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
er ce and reporting requirements. By:
Title: D trCC��v p� 0 p.��"u 4' e-r\
Name of Employee C
Title
ATTEST FORT..
By:
Mary J. yser U
City Secretary
APPROVED AS TO FORM AND TY:
By:_
Peter Vaky
Deputy City Att rney
CONTRACT AUTHORIZATION:
M&C: none required
Form 1295 Certification No. none required
OFFICIAL RECORD
Project For Pubic
Services
Spaces CITY SECRETARY
Professional Services Agreement—Economic Development Peer Review and Presentation regarding Medical Inno�ati n t
Pa,c 9 FT. WORTH,TX
Hicks-Sorensen, Brenda
From: Vaky,Peter
Sent: Wednesday,September 11,2019 10:07 AM
To: Hicks-Sorensen,Brenda
Cc: Baggett,Kelly
Subject: RE:$3000 PSA for Review
Brenda:
This looks fine.
Peter Vaky
Deputy City Attorney
200 Texas Street
Fort Worth,Texas 76102
817-392-7601
Peter.V aky@fo rtworthtexas.gov
City of Fort Worth-- Working together to build a strong community.
FDRTWORTH.
RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-
CLIENT COMMUNICATIONS.
This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which
they are addressed.This communication may contain material protected by the attorney-client privilege.If you are not the
intended recipient or the person responsible for delivering the e-mail to the intended recipient,be advised that you have received
this e-mail in error and that any use, dissemination,forwarding,printing, or copying of this e-mail is strictly prohibited.If you
have received this e-mail in error,please immediately notify Peter Vaky at the City of Fort Worth City Attorney's Office(817)
392-7601.
From: Hicks-Sorensen, Brenda
Sent:Tuesday,September 10, 2019 11:35 AM
To:Vaky, Peter<Alexander.Vaky@fortworthtexas.gov>
Cc: Baggett, Kelly<Kelly.Baggett@fortworthtexas.gov>
Subject:$3000 PSA for Review
Importance: High
Peter,
We are trying to get the attached PSA executed ASAP for payment yet this fiscal year. Note that it is the standard PSA agreement
minus the insurance requirements. Given that this is for a one time obligation of$3000 and a very limited scope,the insurance
seemed like overkill.We previously were able to remove the requirements for a PSA with Worth Media so I utilized that same
format/template. Please review and let me know your thoughts ASAP.Thanks!
Brenda
1
Brenda Hicks-Sorensen, CEcD
Assistant Director
City of Fort Worth
Economic Development Department
1150 South Freeway, Fort Worth,TX 76104
Office Phone:817-392-2606
Cell Phone: 682-201-5141
Brenda.Hicks-Sorensen@fortworthtexas.gov
City of Fort Worth — Working together to build a strong community.
FORT WORTH,
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