HomeMy WebLinkAboutContract 43401CRY SECRETAiiY y
CONTRACT NO. - a�
CONTRACT FOR PROFESSIONAL SERVICES
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 Asslstant Crow Manager, and Gemini World,
LI_C, a Texas Limited Liability C:Otnpany, acting by and through it dnly authorized Nfember, Cynthia
Q. Boyd ( "Consultant "]
1.
Scope of Services
1.1 Consultant agrees to perform, in accordance with the highest professional industn
standards, the profcssional consulting services set forth in Fxhibit A, which is attached hereto and
incorporated herein for all purposes ("Services"')
1.2 All work produced by Consultant nnder this Agreement (collectively, the "%York
Product' "), specifically shall be owned, at all titnes. by the City. Consultant shall deliver the Work
Product to the City upon the ternunation or expiration of this Agreement. The City shall have
access to and be entitled to review and copy any portion of the Work Product at any tirrte.
Consultant may retain a copy of the Work i'roduct except as to any poruon thereof that is
proprietary or otherwise confidential.
2.
Compensation; Payment Schedule
2.1 'ilie maximum amount to be paid to Consultant for all ,cn�iccs performed
hereunder shall be $47,386.00, .which shall include all expenses incurred by Consultant.
2.2 Payment shall be made based on inornthly invoices submitted by Consultant.
Re Cite will pay (1[0) equal installments, beginning May 30, for the Consultant's work listed
oil the scope of services. Invoices are payable net 30 days of receipt.
2.2,1 Invoices shalt include the City's contract number and the description of
the work completed during the past billing cycle.
Cuntracr for Professional Services OFFICIAL RECORD
ciemini World. LLC — Wallace foundation CITE SECRETARY of 1
0� -15 -12 Pc3 ?_ Itv FT.WORTR,TX
2.3 It is understood that this Contract contemplates the provision of Full and
complete consulting scry ices for this project as outlined in Exhibit ?t for the fee described in
Section 2.1. However, should the City desire additional services not included in Exhibit A,
the Lain• and the Consultant will negotiare for rhosc additional Services.
3.
Term
Unless terminated earlier pnrsuant to section 4, this Contract shall be effective for a period
of one (1) vcar, 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) dais written
notice to Consultant. Upon reeelpt of such notice, Consultant shall immediately discontinue all
services and work and the placing of all order or the entering inr() contracts for all supplies,
assistance, facilities and materials in connection with the performance of this Contract and shall
proceed to cancel promprly all existing contracts iusofar as rhey are chargeable to this Contract. If
the City terminates this Contract under this Section 4.1, the Ciry sh.tll pay Consultant for services
actually performed in accordance herewith prior to such termination, less such payments as have
been previously made, in accordance w7rh a final sratemenr submitted by Consultant documenting
the performance of such work.
4.2 The City may rerminatc rhi, Contract for cause in the event Consultant fails to
perform in accordance with the requirement,, contained herein. In such event, City shall give
Cousultant written notice of Consultants failnre to perform, giving Consultant fourteen (14)
calendar clays to come into compliance with the Contract requirements. IC Consult.arnt fails to come
into compliance with this Contract, City shall notify COUStlhant in writing, and this Contract shall he
terminated as of the date of such notification. In such event, Consultant shall not be entitled to any
additional compeusalion.
43 In the eveut no funds or insufficieut fuuds art appropriated and bnnigeted by the
Cite in any fiscal period for any payments due hereunder, Cate will notify Consultant of such
occurrence and this Contract shall ternvnarr on the last day of the fiscal period for which
Contraa[ for Professional ,ServiLes
6 rmmi World, I- [,C — Wallace roundatjon 2 or 12
appropriations were made without penalty or expense to City of any kind whatsoever, except m to
the portions of the payments herein agreed upon for which funds shall have been appropriated and
budgeted. City has in ()nned Consultant that, concurrently with approval of this Contract, City will
appropriate and budget 100 " /o 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 notificauon shall
not otherwise abrogate the City's right it) terminate for rion- appropriation of funds or to make
payment in accordance with Section 3 herein.
4.4 Upon termivation of this Contract for any reason, Consultant shall provide the CAY
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 rio rights in thy= work
products produced under this Contract.
4.5 The Consultant may for any reason, terminate this contract upon thirty (30) &VS
written nonce to the City. The Consultant will provide the City with copies of all completed or
parually completed documents prepared under this contract. -flit, documents shall became the sale
property 4 the City; Consultant shall retrain no rights in the work products produced uuder this
contract.
4.6 City's obligations under this Contract are contingertr upon the actual receipt of grant
funds from the Wallace Foundation. If sufficient funds are not available to make payments under
t I
this Contract or if the City's allocation of Wallace Foundation funds changes, the City resenes the
right ra amend or temunate this Contract wirhout penalty. also, no funds will be available until the
applicable grant agreement with the 'Wallace Founclailon is executed by the Cary and the Wallace
1~nundarion.
5.
Liability, Indemnification and Release
5.1 Consultant shall be liable for and shall indemnify, defend, and hold 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, inclnding, but not
limited to, death, to any person, inclnding, but not limited to, officers, agents, or employees
of Consultant or subcontractors, which may arise out of any negligent act, error, omission,
Coniric[ 1br Professional Szrvim;
Gcmmi World, i.l.C_ Wallace Foundation 3 of 12
or intentional misconduct in the performance of Consultant's professional services.
Consultant shall defend, at its own expense, 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 cominecrion
therewith resulting from such negligent act, error or omission.
5.2 In addition to the indemnification requirement above, Consultant hereby relcases the
Ciry from any liability for injury or property- damage incurred during this Contract, unless such injnr%r
or property damage was the result ❑f intentional miscondnct committed by an employee of the Ciry.
Consultant shall not permit any employee, officer, and agents of the Consultant or auy ert:ployees,
officers or agents of any subcontractor to perform any activity under this Contract wrirbout first
executing a release containing such provisions.
C.
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 shall have exclusive control of, and the
exclusive right to control, the details of the Nvork performed hereunder and all persons performing
same and shall be solely rc• zponsible for the acts and omissions of its officers, agents, employees and
subcontractors, Nothing hercui shall he construed as creating a partnership or joint venrurc bchvicen
the City° and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of
respondeat superior shall have no application as between the Citti• and the Consultant. it is further
understood that the City shall in na way be considered a Co- employer or a Joint employer of
Consultant, or any officers, agents, sinatits, employees or 5ubconrractors of Consultant. Neither
Cortsnitanr, nor any of irs officers. agents, servants, employees or subcontractors shall be entitled to
any employment benefits from the City. Consultant shad be responsible and liable for any and all
Payment and reporting of taxes on behalf of itself, its officer,, agents, servants, employees or
subcontractors.
7.
Disclosure of Conflicts; Confidentiality
7.1 Consulrant warrants to the City tliar it has made full disclosnre in writing of any
existing or potential conflicts of interest related to the services to he performed hereunder.
Contract for Professional Sen�Iccs
Gemini World, I.I.0 — Wallace Foun&LIOr] 4 of 12
Consultant further warrants that it will make prompt disclosure in writing; of any conflicts of in(erest
thar 6uvelop subsequent to the signing', of this Contracr.
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 anv such
information to a third parry 1,.7 thou t the prier Wrltten approval of the City. The exception to this rule
is that informarion desigued ro be snared as part of the collaborative effort among the City, the
F -'ISD and other partners involved in the project may be distributed as needed. Consultanr shall
store and maintain City Information in a seeurc manner and shat, not allow unauthorized users to
access, modify, delete or otherwise corrupt City informarion in any u,av Consultant shall notify the
City itnmediarely if the security or inteu . of anv City informariot has heen eomprom sed 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
pavmenr 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 ro this Contracr at
no additional cost to the City. Consultant agrees that tlit C:iry shall have access dtiring normal
working hour; to all necessary Consultant facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City
shall give Consul tanr 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 Croy shall, until the expiration of three
(3) years after final payment under the subcontract, have access to and the right to cxarrnine any
directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontract at no additional cost to The City, and further that City shall have
access during; normal working hours to all subcontractor facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of dtis
paragraph. City shall give subcontractor reasonable advance nonce of intended audits.
Cnn[rael for ProIC5SION1 Services
Oeemtnt World, LIE — Wallacc Foundation or 12
9.
Prohibition of Assignment
Neither parry hereto shall assign, sublet or transfer its interest herein withouL the pnor
written consent of the ocher party, and any attempted assignment, sublease or transfer of all or anv
part hereof vlthout srich prior written consent shall be void.
10.
Notices
Notices required pursuant to the provisions rat this Contract shall be conclusively
dtrcnnined 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 Stares 21Y1ail, registered, return receipt
requested, addressed as foLows:
TO THE CITY:
City of Fort Worth
A rtrn: Shen V.rtdslev
4200 South Freeway, Suite 2200
Fort Worth, TX 70115
Fax: 817.392.736
TO CONSULTANT:
Gery nm World, LLC.
Attn: Cynthia [7. Bovd
3720 Bellaire Drive North
Fort. Worth, TX 76109
11.
Insurance
11.1 Consultant shall provide the Cittv ■vith cer6fiicatc(s) of insurance documenting
policies of the following minimum coi•erage lunits that are to be in effect prior to commencement of
any work pursuant to this :agreement:
11.2 Processional Uabllity insurance shall be maintained ro protecr against liability or
financial loss, should an error or omission occur in the performance of services under this
agreement. The minirnum limit of insurance regnired is $1,000,000 per claim and a_grtgate. if
coverage is written on a claims -made bads, the retroacrive date shall he coincident with, or prior to
the date of the contractual agreement. The certificate of insurance shall state that tht coverage is
claims made and include the retroactive (late. '111e insurance shall be inaintaincd for the duraron of
Conuarr for Professional Se,vices
Gemini World, LLC — Wallace Foundanm 6 of 12
the contractual agreement and for Three (3) years following completion of the service provided
under this agreement. An annual certificate of insurance submitted to the City shall evidence
coverage.
12.
Nondiscrimination
As a condition of this Contract, Consultant covenants tliat it will take all necessary acnCri]s to
ensure that, in connection with anv work under this Contract, Consultant, its associates and
subcontractors, will riot 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 phvsical handicap
unrelated to job performance, either directIv, indirectly or tLrough contractual or other
arrangemeu ts.
13.
Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the vaiidity,
legality and enforceability of the remaining provisions shall not in anyT way be affecred or impaired.
14.
Force Majeure
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as sct Forth in this Agrcenlent, but shall nor be held liable for any delay or onussion in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
includisig, but not limited to, compliance with any government law, ordinance or reguladon, acts of
God, acts of the public enemy, tires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportauon problems and /or any other similar cause;.
l5.
Choice of Law; Venue
15.1 1'his contract shall be governed by and construed in accordance with (lie internal law
of the Stare of Texas.
15.2 Should anv ac (ion, whether real or asserted, at law or in eg1LUry, arise out of the terms
of this Contract, venue for said action shall be exclusively in the District or Federal COUrts in Fort
Worth, Tarrant Courity, Texas.
Contract for Prol'essioual Services
Grmim World, I I.0 — Wallace FoundazLon 7 of 12
16,
Entirety of Agreement
This Agreement contains the entire understanding and agreement between ttie City and
Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contempomneotjs oral or written agreement is hereby declared null and void to the ex�ent in conflict
with any prop ision of rliis Agreemenr.
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 immediat.cly 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.
18.
Licenses and Permits
Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits
neeessary 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.
20,
No Waiver
The failure of the City or Consultant to insist upon the performanee 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.
21.
Conic -da for Professional Stmces
Geinim World, LLC — Wallace Foundacon 8 of 12
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]
Coniraci for Professional Services
Gemini World. LLC — Wallace Foinndaiion 9 of 12
IN WHE OF, the parties hereto have executed rhis :°+greerneut in multiples this
ay of , 2012.
CITY OF FORT WORTH:
Bv: � a"
san Alanis,
AT
By:
APPROVED AS TO FORM AND LEGALITY:
Aa tint Cit}r Attorney
No M &C REQUIRED
GEMINI WORLD, LLC:
By:
Cyrithkl-r
i Q Boyd
'Ilcm
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract for Prufesswnal Services
Gem inj World, LLC — Wallace FotindaiLon 10 of 1
EXHIBIT A
STATEMENT OF WORK
FCC
WALLACE FOUNDATION NEXT GENERATION
USTEIN BUILDING INITIATIVE
The Wallace Foundation grant award extends from March 15, 2012 to March 14, 2016. This Contract
pertains to specifiic grant activity occurring in Phase 1, a period from April 1, 2012 to March 31, 2013.
PHASE 1 DELIVERABLES
A. 'Building Block lock l- Reliable Information:
1. Report Deliverable: The Consultant will develop a comprehensive electronic list of existing
local out -of- school three (OST) programs for school -aged children, including programs which
are licensed and unlicensed; for profit or nonprofit; or independently owned or operated by
schools, municipalities or fait -It institutions.
2. Process Deliverable: Assist the City in hiring a consultant to conduct market research to
analyze the need for OST programs in areas covered by either City of Fort Worth or Fort
Worth independent School District. Serve a liaison between the City and the market research
consultant. Help determine a strategy for surveying parents.
1 ReMq Deliverable: Identify the needslopportunities and gaps identified by the market
research and geo- mapping activities.
B. Buildin r Block 2: Commitment To Quality:
1. Process Deiiverahle: The Consultant will research quality standards used by local, statewide,
and national providers, coordinating entities, and relevant licensing organizations.
2. Report Deliverable: Analyze and distill research to produce a written report of Findings,
which includes a matrix of common types of standards, measurable goals and operational best
practices.
3. Process Deliverable: Participate in a series of surveys or meetings to help OST service
providers to come to consensus about desired standards, performance goals and operating
best practices to ensure high quality programs. Consensus on at least four standards will be
agreed upon by the participating providers. The consensus building process will continue in
Phase I I under another contract..
4. Process Deliverable. Colleet program assessment instruments used in nationally recognized
O5'l programs to measure how those organizations and evaluate their programs and meet
their quality standards and goals. An analysis and a written report on this research will be
prepared in Phase 11 under another contract.
C. Building Block 3: Coordinating Ent4y.
1. Process Deliverable: The Consultant wit[ assisi in identifying os,r providers, program
advisors and potential fenders who may be interested in supporting the proposed central
coordinating entity.
2. Resort Deliverable: Develop a work plan for a Coordinating Entity Task Force that will be
charged with exploring viable options for the proposed central coordinating entity.
Contract for Proftasinnal $CM1'l[rs
Gerruni World. I I.0 — Wal lace Foundation ! 1 01 tZ
3. Report Deliverance: Develop a communication plan, including calendar, to ensure consistent
massaging, including graphics and branding of the initiative/coordinating organization and
design concepts of website. Coordinate with other consultants that the City hires to provide
specific technical expertise.
D. 13uildin Block 4: Pro�ect Administration:
Process Deliveral,les: The Consult inr will assist City staff with grant administration:
a. Assiel in the preparation of the City's End- of -l.hc -Year Report for the funder.
b. Participate in monthly calls and conferences with the Wallace Foundation and
National League of Cities as Well as Parks & Community Services Department
project meetings, as needed.
c, Oversee the project coordination with the consult-ant with whom the City selects to
conduct the Market Research Study.
d. Assisi in preparing the Application and Budget Narrative for Year 2 of the Wallace
Foundation Grant.
Process Deliverable: The Consultant will represent the project at local, stale, and national
meetings. Nxpcnses arc included in the c'ontractor's Fee to attend one TX Post meeting, one
Texas Aft.erschool Association meeting and the 2012 Nat.ionai Afterschooi Association. The
Consultant will also attend conferences frosted by the Wallace 1`oundarion and the National
League of Cities as part of the project team, the costs for these two conferences shall be paid
for and arranged by the City.
Cwni[acr far Prof:ssiwal 5ervirk,s
Uemu i Warta, LLC - Wallwee FourrdaUw 12 of 12