HomeMy WebLinkAboutContract 36880 CITY SECRETARY r 99oCONTRACT NO, b
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
T.M. Higgins, its duly authorized Acting Assistant City Manager, and LORD CULTURAL
RESOURCES ("Consultant"), an individual.
1. SCOPE OF SERVICES.
I.I. Consultant's Services.
Consultant hereby agrees to provide City with professional consulting services to
assist City in facilitating and conducting a one-half day strategic visioning workshop and
other related services as mutually agreed to by and between City and Consultant, as more
specifically set forth in Phasel, Scope of Work and Methodology [Exhibit "A"], attached
hereto and hereby made a part of this Agreement for all purposes (collectively, the
Services"). Consultant shall provide City with a written Vision Workshop report. The
City understands and agrees that Consultant customarily provides similar services for
other entities and that all Services will be rendered on a non-exclusive contract basis. All
Services will be performed in accordance with City's standards, but Consultant will
direct the details and means by which the Services are accomplished.
1.2. City's Duties.
The City shall provide Consultant assistance in obtaining liaison with the Client's
contacts, departments and governing bodies to ensure that Consultant shall have
reasonable access to information required for the completion of the Services. 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.
1.3. Work Schedule.
Consultant shall conclude its work in a timely manner, pursuant to the schedule
set forth in Exhibit"A".
1.4. Work Product.
All work produced by Consultant under this Agreement (collectively the "Work
Product") will be considered works for hire and will be the sole and exclusive property
of the City. In the event that the Work Product is not copyrightable subject matter or is
for any reason not deemed to be works for hire, Consultant hereby assigns all right, title
and interest in the Work Product to the City and will execute any documents required to
evidence such assignment. Without limiting the foregoing, Consultant understands and
agrees that Consultant will,Jcte ain any ownership rights whatsoever in or to the Work,
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Product. Consultant hereby warrants and represents that the Work Product will be
original work and will not infringe upon or violate rights of any person or entity,
including, without limitation, any copyrights, trademarks or rights of privacy or publicity.
This provision shall survive the termination or expiration of this Agreement
2. TERM.
This Agreement shall commence as of the date of its execution by all parties ("Effective
Date") and shall continue in full force and effect until completion of Phase I, Contextual
Research and Strategic Visioning Workshop (the "Term") as set forth in Exhibit A attached
hereto and incorporated herein, unless terminated earlier in accordance with the provisions of
this Agreement or when the City has provided Consultant with written notice that Consultant's
services are no longer required, in which case Section 4.2 shall apply.
3. COMPENSATION.
Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant a sum
not to exceed $14,900 for Services provided hereunder, payable in two (2) equal installments of
$7,450. The first installment shall be payable on execution of the contract by all parties. The
remaining installment shall be paid upon receipt of the Vision/Concept Report. In addition, the
City will reimburse Consultant for reasonable expenses incurred by Consultant and approved in
advance by the Aviation Department with respect to Consultant's provision of Services
hereunder, subject to appropriation of such sums by the City Council. Such expenses shall be
submitted to the Aviation Department by the first of each month and will be payable within thirty
(30) days of the receipt by City of Consultant's invoice for payment of same.
4. TERMINATION.
4.1. Written Notice.
Either party 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 expiration of the Term, as
provided in Section 2, the City shall pay Consultant only for Services actually rendered
as of the effective date of termination.
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5. 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 and proposed
services with respect to Services rendered hereunder. 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.
6. 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.
As an independent contractor, Consultant understands and agrees that Consultant will not
be eligible for any City employee benefits and will not be considered an employee with regard to
any laws concerning Social Security, disability insurance, unemployment compensation, federal,
state or local income tax withholding at local source or any other laws, regulations or orders
relating to employees. Consultant will discharge all obligations imposed upon Consultant as an
independent contractor by all applicable federal, state or local laws, regulations or orders now or
hereafter in force, including, but not limited to, those relating to federal income taxes and
Worker's Compensation, the filing of all returns and reports, and the payment of all required
assessments, taxes and other sums. If any claim arises from an alleged violation of foregoing by
Consultant, Consultant agrees to assume such liability and to indemnify and defend the City and
hold the City harmless from such claim.
7. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OFANYKIND,
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.
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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, EXCEPT TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF THE CITY, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
THIS SECTION 7 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF
THIS AGREEMENT.
8. 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.
9. 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.
10. 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.
11. 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 canDatiop
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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 Lord Cultural Resources
Aviation Department 321 Davenport Road
4201 North Main Street, Suite 200 Toronto, Ontario
Fort Worth, TX 76102-6311 Canada M%R 1K5
Facsimile: (817) 392-5413 Facsimile: (416)928.1774
12. 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.
13. 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.
14. 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 prevailing party shall be entitled to recover from the other party reasonable attorneys'
fees incurred in the bringing or defending of the action.
15. 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.
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16. 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.
17. 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.
18. 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, but to be effective as of August 14, 2006:
CITY OF FORT WORTH: LORD CULTURAL RESOURCES:
By: ll- �.
T.M. Higgins Maridret May
Acting Assistant City Manager Senior Principal
Date: 0 8 Date:
ATTEST: j
By: By: -
City Secretary
Contract 14uthOrizati0it 'VlJ'1�'D'
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APPROVED AS TO 1~7nR NA A l in LEGALITY:
Charlene Sanders
Assistant City Attorney
M & C L--�a-233
'CITY 21'1�111-W�-,IiHIAIV
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/25/2008 - Ord. No. # 18034-03-2008
DATE: Tuesday, March 25, 2008
LOG NAME: 55MAYMUSTASK REFERENCE NO.: C-22733
SUBJECT:
Adopt Appropriation Ordinance to Fund Mayor's Aviation Museum Task Force; Authorize the
Execution of a Professional Services Agreement with Lord Cultural Resources for the Development
of Mayor's Aviation Museum Task Force Strategic Plan
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Adopt attached Appropriation Ordinance increasing the appropriations in the Aviation Improvement
Capital Projects fund by $250,000; and
2. Authorize the execution of a Professional Services Agreement not to exceed $100,000 with Lord Cultural
Resources for the development of the Mayor's Aviation Museum Task Force Strategic Plan.
DISCUSSION:
On December 20, 2005, City Council approved M&C C-21228 authorizing acceptance of a lease agreement
with Four Sevens Oil Company for natural gas drilling under Fort Worth Spinks Airport. In addition to the
lease bonus and royalties, Four Sevens Oil Company gave a $250,000 donation that was to be used for the
preservation and promotion of aviation in Fort Worth. It is recommended that these funds be appropriated
to cover the costs associated with the Mayor's Aviation Museum Task Force.
On January 8, 2008, the City Council approved Resolution No. 3572-01-2008 creating the Mayor's Aviation
Museum Task Force. The Task Force was charged with formulating the core values of a Fort Worth
Aviation Museum and developing a draft strategic plan. Staff recommends entering into an agreement with
Lord Cultural Resources for the development of a draft strategic plan.
Lord Cultural Resources was founded in 1981 as an innovative resource for the cultural sector. They are
dedicated to advancing cultural expression and activities to the highest level. They have undertaken more
than 1600 projects in over 41 countries with a wide range of community, public and private organizations.
Logname: 55MAYMUSTASK Page 1 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval of the above recommendations and adoption of the
attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of
the Aviation Improvement Capital Project Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
1)GC24 446400 055240439030 $250,000.00
2)GC24 521010 055240439030 $2,000.00
2)GC24 521020 055240439030 $1,000.00
2)GC24 522160 055240439030 $3,000.00
2)GC24 531180 055240439030 $5,000.00
2)GC24 532130 055240439030 $1,000.00
2)GC24 532200 055240439030 $10,000.00
2)GC24 533030 055240439030 $3,000.00
2)GC24 533100 055240439030 $2,000.00
2)GC24 539120 055240439030 $223,000.00
Submitted for City Manager's Office by- Tom Higgins (6266)
Originating Department Head: Kent Penney (5400)
Additional Information Contact: Angie Highland (2521)
Logname: 55MAYMUSTASK Page 2 of 2