HomeMy WebLinkAboutContract 43400crtrsEMaRt�/ 7
coNtaac't No.
Q0N*rLRAQTYQR PROFESUMAL5ERIUM
This Professional Services Contract ( "Contract ") is made and entered into by and between
the City of Fort Worth, Texas, a home -rule municipal corporation of the State of Texas ('City"),
acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Katherine
Uv ingston, an individual ( "Consultant ")
1.
Scope of Services
1.1 Consultant agrees to perform, in accordance with the highest professiornal industry
standards, the professional consulting services set forth in Exhibit A, which is attached hereto and
incorporared herein for alt purposes ( "Services ")
1.2 All work produced by Consultant under this Agreement (collectively, the "Work
Product "), specifically shall be owned, at all times, by the City. Consultant shall deliver the Work
Product to the City upon the termination or expiration of this Agreement. The City shall have
access to and be entitled to review and copy any portion of the Work Producr at any Arne.
Consultant may retain a copy- of the Work Product except as to any portion thereof that is
proprietary or otherwise confidential.
2.
Compensation; Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed
hereunder shall be $49,867.00, which shall include all expenses incurred by Consultant.
2.2 Paymenr shall be made based on monthly invoices submitted by Consultant.
The City will pay (10) equal installments, beginning May 30, for the Ccrtsultanr's work [fisted
on the scope of services. Invoices are payable ner 30 days of receipt.
2.2.1 Invoices shall include the City's contract number and the description of
the work completed during the past billing cycle.
OFFICIAL RECORD
Contract for Yrokrssional Scivicm CITY SECRETARY
Kathy Livinplon — Wallace Foundawn I of 12
FT. woRTH, Tx
07-15 -12 F0313? 1N
23 It is understood that this Contract contemplates the provision of full and
complete consulting services for this project as outlined in Exhibit A for the fee described in
Section 2.1. However, should the City desire additional services not 'secluded in Exhibit A,
the City and the Consultant will negotiate for those additional Services.
3.
Term
Unless terminated earlier pursuant to section 4, this Contract shall be effective for a period
of one (1) year, beginning on April 1, 2012 and ending on March 31, 2013.
4.
Termination
4.1; The City may terminate this Contract for its convenience upon ten (10) days written
notice to Consultant. Upon receipt of such notice, Consultant shall irnsnediately discontinue all
services and work and the placing of all orders or the entering into contracts for all supplies,
assistance, facilities and materials in connection with the performance of this Contract and shall
proceed to cancel promptly all existing contracts insofar as rhey are chargeable to this Contract. If
the City terminates this Contract under this Section 4.1, the City shall pay Consultant for services
actually performed in accordance herewith ptior to such termination, less such payments as have
been previously made, in accordance with a final statement submitted by Consultant documenting
the performance of such work.
4.2 The City may tern-unate this Contract for cause in the event Consultant fails to
perform in accordance with the requirements contained herein. In such event, City shall give
Consultant written notice of Consultant's failure to perform, giving Consultant fourteen (14)
calendar days to come into compliance with the Contract requirements. If Consultant fails to come
into compliance with this Contract, City shall notify Consultant in writing, and this Contract shall be
terminated as of the date of such notification. In such event, Consultant shall not be entitled to any
additional compensation.
43 In the event no funds or insufficient funds are appropriated and budgeted by the
City in any fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Contract shall terminate on the last day of the fiscal period for which
Contract for Professional Services
Kathy Liringslon— Wallace Foundation 2 or 12
appropriations were made without penalty or expense to City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds shall have been appropriated and
budgeted. City has informed Consultant that, concurrently with approval of this Contract, City will
appropriate and budget 100% of the funds specified in this Contract, so that all funds will be
appropriated and budgeted prior to the commencement date of this Contract. This notification shall
not otherwise abrogate the City's right to terminate for non- appropriation of fiends or to make
payment in accordance with Section 2 herein,
4.4 Upon termination of this Contract for any reason, Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this contract. These
documents shall become the sole property of the City; consultant shall retain no rights in the work
products produced under this Contract.
4.5 The Consultant may for any reason, tertraiinare this contract upon thirty (30) days
written notice to the City. The Consultant will provide the City with copies of alt completed or
partially completed documents prepared under this contract. The documents shall become the sole
property of the City; Consultant shall retrain no rights in the work products produced under this
contract.
4.6 City's obligations under this Contract are contingent upon the actual receipt of grant
funds from the Wallace Foundation. If sufficient funds are not available to make payments under
this Contract or if the City's allocation of Wallace Foundation funds changes, the City reserves the
right to amend or terminate this Contract without penalty. Also, no funds will be available until the
applicable grant agreement with the Wallace Foundation is executed by the City and the Wallace
Foundation.
5.
Liability, Indemnification and Release
5.1 Consultant shall be liable for and shall indemnify, defend, and haild the City
and its officers, representatives, agents, and employees harmless for any loss, damage,
liability or expense for damages, and damages to property and injuries, including, but not
Limited to, death, to any person, including, but not limited to, officers, agents, or employees
of Consultant or subcontractors, which may arise out of any negligent act, error, omission,
Contract rur Professional Services
Kathy Livingston — Wallace Foundation 3 of 12
or intentional misconduct in the performance of Consultant's professional services.
Consultant shah defend, at its own cxpenac, any suits or other proceedings brought against
the City, its officers, agents and employees, or any of them, resulting from such negligent
act, error, omission, or intentional misconduct; and shall pay all expenses and satisfy all
judgments which may be incurred by or rendered against them or any of them in connection
therewith resulting from such negligent act, erroror omission.
5.2 In addition to the indemnification requirement above, Consultant hereby releases the
City from any liability for injury or property damage incurred during this Contract, unless such injury
or property damage was the result of intentional misconduct commirted by an employee of the City.
Consultant shall not permit any employee, officer, and agents of the Consultant or any employees,
officers or agents of any subcontractor to perform any activity under this Contract without first
executing a release conraining such provisions.
6.
Independent Contractor
Consultant shall perform all work and services hereunder as an independent contractor and
not as an officer, agent or employee of the City. Consultant shat! have exclusive control of, and the
exclusive right to control, the details of the work performed hereunder and all persons performing
same and shall be solely responsible for the acts and omissions of its officers, agents, employees and
subcontractors. Nothing herein shall be consuued as creating a partnership or joint venture between
the City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of
respondeat superior shall have no application as between the City and the Consultant. It is further
understood that the City shall in no way be considered a Co- employer or a Joint employer of
Consultant, or ally officers, agents, servants, employees or subcontractors of Consultant. [Neither
Consultant, nor any of its officers, agents, servants, employees or subcontractors 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, its officers, agents, servants, employees or
subcontractors.
7.
Disclosure of Conflicts; Confidentiality
7.1 Consultant warrants to the City that it has made full disclosure in writing of any
existing or potential conflicts of interest related to the services to be performed hereunder.
Contrast for Professional Savices
Kathy Livingston — Wallace Foundation 4 of 12
Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest
that develop subsequent to the signing of this Contract.
7.2 Consultant, for itself and its officers, agents and employees, further agrees that it
shall treat all information provided to it by the City as confidential and shall not disclose any such
information to a third party without the prior written approval of the City, The exception to this rule
is that information designed to be shared as part of the collaborative effort among the City, the
FWISD and other partners involved in the project may be distributed as needed. 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.
8.
Right to Audit
8.1 Consultant agrees that the City shall, until the expiration of three (3) years after final
paymenr under this Contract, have access to and the right to examine any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract 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 shad be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City
shall give Consultant reasonable advance notice of intended audits.
8.2 Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of three
(3) years after final payment under the subcontract, have access to and the right to examine any
directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontracr at no additional cost to the City, and further that City shall have
access during normal working hours to 21I subcontractor facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this
paragraph. City shall give subcontractor reasonable advance notice of intended audits.
9.
Contract for Professional Services
Kathy Livingstoo - Wallace Foundation 5 of I
Prohibition of Assignment
Neither parry hereto shall assign, sublet or transfer its interest herein without the prior
written consent of the other party, and any attempted assignment, sublease or transfer of all or any
part hereof without such prior written consent shall be void.
10.
Notices
Notices tequited putsmnt to the ptovisions of this Contract 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 othet party by United States Mail, registered, return receipt
requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Shea Endsley
4200 South Freeway, Suite 2200
Fort Worth, TX 76115
Fax. 817.392.5736
TO CONSULTANT:
Katherine Livingston
116 Copperwood Drive
Lakeside, Texas 76108
11.
Insurance
11.1 Consultant shall provide the City with certificate(s) of insurance documenting
policies of the following minimum coverage limps that are to be in effecr prior to commcncemenr of
any work pursuant to this Agreement.
11.2 Professional Liability insurance shall be maintained to protect against liability or
financial loss, should an errot or omission occur in the performance of services under this
agreement. The minimum limit of insurance tequired is $1,000,000 per claim and aggregate. If
coverage is written on a claims -made basis, the retroactive date shall be coincident with, or prior to
the date of the contractual agreement. The certificate of insurance shall state that the coverage is
claims made and include the retroactive date. The insurance shall be maintained for the duration of
the contractual agreement and for three (3) years following completion of the service provided
Cunlrecl for professional Services
Kathy Livingston— Wallace Found almn 6 of 12
under this agreement. An annual certificate of insurance submitted to the City shall evidence
coverage.
1.2.
Nondiscrimination
As a condition of this Contract, Consultant covenants that it will take all necessary actions to
ensure that, in connection with any work under this Contract, Consultant, its associates and
subcontractors, will not discriminate in the treatment or employment of any individual or groups of
individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap
unrelated to job performance, either directly, indirectly or through contractual or other
arrangements.
13.
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.
14.
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 (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of
God, acts of the public enemy, Ewes, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
15.
Choice of Law; Venue
15.1 'Ms contract shall be governed by and construed in accordance with the internal law of
the State of Texas.
15.2 Should any action, whether real or asserted, at law or in equity, arise out of the terms of
dais Contract, venue for said action shall be exclusively in the District or Federal Courts in Fort
Worth, Tarrant County, Texas.
Contract for Professional Services
Kathy Livingston — Wallace Foundation 7 of 12
16.
Entirety of Agreement
This Agreement 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.
17.
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. Consultant also
agrees to abide by all applicable terms of the City's Grant Agreement with the Wallace
Foundation, which shall be provided to the Consultant upon request.
1$.
Licenses and Permits
Consultant shall, at its sole expense, obtain and keep in effect all Iicenses and permits
necessary for it to carry out its duties and obligations hereunder.
19.
Governmental Powers
It is understood and agreed that by execution of this Contract, the City does not waive or
surrender any of its governmental powers,
24.
No Waiver
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Contract 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.
Contract ror Professional Smicez
Kathy Livingston — Wallace Foundation 8 of 12
22.
Headings Not Controlling
Headings and titles used in this Contract are for reference purposes only and shall not be
deemed a part of this Contract.
[SIGNATURES ON THE FOLLOWING PAGE]
ConUiKt for Professional Scrviccs
Kathy Livingston — Wallace Foundation 9 of 12
IN WITNESS WHEREOF, executed to he effective as of the date set forth in Section 3 of this
Contract.
CITY OF FORT WORTH:
By*usan l anis,
Assistant City Manager froj
a �r ov c
ATTEST: r - - -- f�
Mary ]. K
City Secretary
0
APPROVED AS TO FORM AND LEGALITY:
By:- -
Tyler F allach
Asslstiift City Attorney
No M &C REQUMD
Conlract for Prnfessiortal Smices
Kathy Livingston — Wallace Foundation
CONSULTANT:
f
Katherine Livingston
Y
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
10 of 12
EXHIBIT A
STATEMENT QRIC
FOR THE
WALLACE FOMATION NEXT GENERATION
:SYSTEM B DING ITIATIVE
The Wallace Foundation grant award extends from March 15, 2012 to March 15, 2016. This Contract
pertains to specific grant activity occurring in Phase 1, a period from April 1, 2412 to March 31, 2013.
PHASE I DELIVERABLES
A. Buildin Block 1- Reliable Information:
Report- List of mapping requirements and eco men ation: Consultant will provide a
written description of what information should be collected in order to be shown on
electronic or printed maps to provide clear information about geographic distribution of
programs. information will include locations, program types, number served, amenities and
affiliations with private or public organizations and other relevant characteristics. Consultant
will investigate options and make a recommendation on whether the City or Fort Worth's
geographic information system (GIS) is adequate For the desired use by the project.
2. Proces liverable: Work with the City's Planning and Development Department or other
City Departments to provide a prototype printed map oFout -of school time programs known
by October 2412.
Report — Desired Data Fields to be included in and T Iylanasemen InFormation 5 em.
Consultant will develop a list of data fields that are commonly used nationally or locally For
record keeping about students, attendance, participation in special programs, length of time in
the program, program evaluation measures, etc. Consultant will interview a representative
sample of a variety or program providers. The desired functionality will be compared to
existing programs in use by City of Fort Worth or Fort Worth IS D.
B. Buildingy�Block2 CCommitmentTo -ualitY
1. Process Deliverable: Convene three meetings of providers to discuss standards compiled by
other consultants that would be useful to a broad group ofOST program providers.
2. Proces D liverable: Consultant will coordinate with an outside consultant hired by the City
who is working to create a preliminary document of program standards and best practices that
can be agreed upon by program providers.
C. Building Block 3. Coordinating Entit:
Process Deliverable:_ Consultant will recruit and prepare a list of a core group of 5 -10 out -of-
school time providers and key community stakeholders to participate in advisory group to the
project.
D h_ 've�rable., Consultant will create a list of potential funders and academic institutions to
support the proposed central coordinating entity or aspects of the project.
Report Deliverable: Consultant will recruit and interview key afterschool advocates, student
representatives and parents and record their ideas and relevant feedback for the project.
Contract for Proressional Services
Kathy LiOngsaort - Wallace Foundation f l of 12
4. Report Deliverable: Consultant will devciop a proposed work plan for advocates, student
representatives and parents.
5. Process Deliverable; Consultant will organize a Coordinating Entity Task Force consisting of
service providers and key stakeholders and community advocates.
6. Process Deliverable: Consultant will contribute to acommunication plant developed by others
to ensure consistent messaging, including graphics and branding of initiative /coordinating
organization and design concepts of website,
D. Buildirt "lock 4. Provide Leadership for Prooiect Implementation
1. Assist City Staff with grant Administration: Consultant will:
a. Process Deliverable: Assist City Staff in preparing contracts or RFPIRFQs, selecting
vendors, and overseeing contracts with other consultants as necessary to conduct the
work.
b. trocess Deliverable: Prepare City grant budget, set up accounts, track in -kind and
monitor expenditures monthly. Maintain complete and accurate records about the
project.
c. Report Deliverable: Draft the annual report for the Wallace Foundation.
d. Report Deliverable: Prepare the application and budget narrative for Year 2.
2. Process Delivexablq: Participate in monthly calls and conferences with the Wallace
Foundation and National League of Cities as well as monthly project meetings of the Parks &
Community Services project team.
3. Process Deliverable: Represent the project with vendors, consultants and individuals wanting
to provide services or products for use by the project.
4. Process Deliverable: Coordinate and execute events, workshops, retreats or other meetings of
program providers or key stakeholders.
5. Process Deliverable: Represent the project at local, state, and national meetings, including
TXPost and Texas Afterschool Association meetings and the 2012 National Afterschooi
Association. Participate in Wallace Foundation and National League of City conferences as
part of a team, with expenses arranged and paid directly by the City.
Contrac[ for Professional SCIYICCS
Kathy Livingston — Wall= roundation f2 of 12