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HomeMy WebLinkAboutContract 44269 (2)4 CITY SECRETARY CONTRACT NO.0 PROFESSIONAL SERVICES CONTRACT FOR SERVICES BETWEEN THE CITY OF FORT WORTH AND NANCY L. MARCHANT This Professional Services Contract ("Contract") is made and entered into on this the day of f1VAvr,V Z , ("Effective Date" and between the of Fort Worth a � 2013, ) by City Texas, home -rule municipal corporation of the State of Texas ("City'), acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Nancy L. Marchant ("Consultant"), an individual. WHEREAS, in March 2012, the City applied for and received a grant from The Wallace Foundation, which is a philanthropic organization whose mission is to improve learning and enrichment opportunities for children, particularly those living in distressed urban areas; WHEREAS, the City and The Wallace Foundation entered into a contract (City Secretary Contract Number 43490) ("Grant") for the City to use the grant funds to create a systemic approach for ensuring high quality, accessible year-round out -of -school time programs for Fort Worth youth; WHEREAS, the Grant requires, among other things, periodic narrative reports on the progress of the work supported by the Grant and for the City to acquire certain matching funds from third -party sources; WHEREAS, the City desires to hire Consultant to assist with preparing any periodic narrative reports and third -party grant applications, along with any other Grant -related assignments required by the City's Parks and Community Services Department's Director and/or his designee ("Project Director"); and WHEREAS, the City and Consultant wish to set out the terms and conditions under which said services shall be carried out. NOW, THEREFORE, City and Consultant for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: 1. Scope of Services and Deliverables 1.1 Consultant agrees to perform, in accordance with the highest professional industry standards, the professional consulting services set forth in Exhibit A, which is attached hereto and incorporated herein for all purposes ("Services"). 1.2 All work produced by Consultant under this Contract (collectively, the "Work Product") 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 Contract. The City shall have access to and be Contract for Professional Services Nancy L. Nlarchant 1 of 11 RECEIvED MAR 11 2013 OFFICIAL RECOR CITY SECRETAR! Ft VVORTh, tX entitled to review and copy any portion of the Work Product at any time. Consultant may retain a copy of the Work Product except as to any portion thereof that is proprietary or otherwise confidential. 1.3 All Work Product delivered by the Consultant will be in a form and content satisfactory to the City. Consultant will consult City sufficiently in advance of delivering the Work Product regarding style, format, content, and other delivery requirements to ensure that the Work Product, when delivered, will meet City's specifications. Consultant will adhere to any further reasonable schedule and process requirements established by City for the submission, review, and revision by Consultant of the Woik Product, and preliminary and draft versions of the Work Product. Consultant will make any additions to, deletions from, alterations of or revisions to the Work Product (the "Revisions") that the City determines are necessary to render the Work Product satisfactory to the City. If the Consultant is unwilling or unable to make the Revisions on the schedule required by the City for any reason then City may make such Revisions itself or have another person make such Revisions. If the Consultant is unwilling or unable to make said Revisions, then the City will have no obligation to compensate Consultant for the Work Product that is subject to those Revisions. 2. Compensation; Payment Schedule 2.1 City shall pay the Consultant an amount not to exceed TEN THOUSAND DOLLARS AND NO CENTS ($10.000.00), which shall constitute full compensation for all Services to be performed and materials to be furnished by Consultant under this Contract. 2.2 The Consultant shall be compensated on an hourly basis at the rate of S50.00 per hour up to $9,000.00. The Consultant will issue monthly invoices for all work performed under this Contract Invoices shall be submitted no later than the 10th day following the end of the month and sent to Sheri N ndsley, Parks and Community Services Department, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115. Invoices are due and payable within 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. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above -described information, and the Consultant shall provide such additional reasonable documentation to the extent the same is available. Contract for Professional Services Nancy L. Marchant 2 of 11 2.3 The remaining amount up to '1,000.00 shall be due and payable upon full and final completion of all of the Services required hereunder. Consultant shall submit a final invoice, and the City shall pay any balance due within thirty (30) days of receipt of such invoice. 2.4 In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings, the City shall make payment in full to Consultant within sixty (60) days of the date the contested matter is resolved. 2.5 The City reserves the right to withhold payment based on Consultant's non- compliance with any of the terms of this Contract. 2.6 It is understood that this Contract contemplates the provision of full and complete consulting services for this project as outlined in this Contract for the fee described in Section 2.1. Ilowever, should the City desire additional services not included in this Contract, the Consultant shall be compensated at an hourly rate of $50.00 per hour for an amount not to exceed 51,500.00. 3. Term and Termination 3.1 Term. Unless terminated earlier, this Contract shall be effective from the Effective Date and shall extend until final payment has been made to Consultant pursuant to Section 2. 3.2 Termination for Convenience. The Parties may terminate this Contract for their convenience upon thirty (30) days written notice to the other, specifying the grounds for termination. Consultant shall immediately 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 they are chargeable to this Contract. If the City terminates this Contract under this Section 3.2, the City shall pay Consultant for Services actually performed in accordance herewith prior 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 (See afro Fi,xhibit A) If Consultant terminates for convenience, the City shall pay Consultant for services actually and satisfactorily rendered up to the effective date of termination. 3.3 Termination for Cause. The City may terminate this Contract for cause in the event Consultant fails to perform in accordance with the requirements contained herein. In such event, Contract for Professional Services Nancy L. Marchant 3 of 11 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's 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 compensation_ 3.4 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 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 funds or to make payment in accordance with Section 2 herein. 3.5 Upon termination of this Contract for any reason, Consultant shall provide the City with copies of all Work Product, including, without limitation, completed or partially completed documents prepared under this Contract, within thirty (30) days of the effective date of termination. All rights to the Work Product, including, but not limited to, all intellectual property rights, shall become the sole property of the City; consultant shall retain no rights, including, but not limited to, intellectual property rights, in the Work Product produced under this Contract. 3.6 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 Grant funds changes, the City reserves the right to amend or terminate this Contract without penalty. 4. LIABILITY, INDEMNIFICAITON, AND RELEASE 4.1 GENERAL INDEMNIFICATION. 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, INCLUDING, BUT NOT LIMITED TO, DEATH, Contract for Professional Services Nancy L. Marchant 4of11 TO ANY PERSON, INCLUDING, BUT NOT LIMITED TO, OFFICERS, AGENTS, OR EMPLOYEES OF CONSULTANT OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY ACT, ERROR, OMISSION, 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 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 ACT, ERROR OR OMISSION. 5. 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 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 construed 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 any 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 sub contractors. 6. Disclosure of Conflicts; Confidentiality 6.1 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. 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. Contract for Professional Services Nancy L. Marchant 5 of 11 6.2 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 pasty without the prior written approval of the City. 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 7. Right to Audit 7.1 Consultant agrees that the City shall, until the expiration of three (3) years after final payment 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 shall 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 7.2 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 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 this paragraph. City shall give subcontractor reasonable advance notice of intended audits 8. Prohibition of Assignment Neither party 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 9. Notices Notices required pursuant to the provisions of this Contract shall be conclusively Contract for Professional Services Nancy L. Marchant 6 of 1 I 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: TO CONSULTANT: City of Fort Worth Attn: Wil Johnson 4200 South Freeway, Suite 2200 Fort Worth, TX 76115 Fax 817.392.5736 Copy to: City of Fott Worth Office of the City Attorney Attn: City Attorney 1000 Throckmorton Street, Third Floor Fort Worth, Texas 76102 Nancy L Marchant 2208 Ashland Avenue Fort Worth, IX 76107 nmarchant@charter.net 10. Severability If any provision of this Contract 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 11. Force Majeure The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Contract but shall not be held liable for any delay or omission in performance due to force mai eure or other causes beyond their reasonable control (force maleure), 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. 12. Choice of Law; Venue 12.1 This contract shall be governed by and construed in accordance with the internal law of the State of Texas. Contract for Professional Services Nancy L. Marchant 7 of 11 12.2 Should any action, whether real or asserted, at law or in equity, 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 County, Texas. 13 Entirety of Agreement This Contract 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 Contract. 14. 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. 15. 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. 16. 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. 17. 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 for Professional Services Nancy L. Marchant 8 of 11 18. 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. IN WITNESS WHEREOF, the parties hereto have executed this Contract to be effective as of Effective Date. CITY OF FORT WORTH: By: Alanis ant City Manager ATTES By: Maly J. Kays�uuJ City Secretary ; '`egq. Ascr,pas>cORtr CONSULANT Nancy L. Mrchant 2:)014;‘)Sive 8 0eista 0 csi IrEXPiscieS p4 'wuouuv- l.J net tv e APPROVED AS TO FiONND LEGALITY: By: By: Tyler F.' \Vallach Assis`Eant City Attorney No M&C REQUIRED I Contract for Professional Services Nancy L. Marchant OFFICIAL RECORD CITY SECRETARY FT. WORTN9 TX .1sal 9of11 Exhibit A Scope of Service and Deliverables A. Scope of Services: 1. Consultant shall perform all Services and will furnish all supplies, materials, and equipment as necessary for completion of the work herein described. 2. Drawing on extensive experience in writing and administering grants for afterschool and educational programs, the Consultant will provide advice and guidance for meeting the $250,000.00 match requirement of the Grant. 3. The Consultant will complete other specific written assignments from the Project Director to further the objectives of the Grant. 4. To achieve the outside matching funding requirements of the Grant, Consultant will assist the Project Directot with planning, project development, and writing of grant applications to a variety of corporate, foundation, or governmental funding sources identified by the Project Director as having interests related to the Grant's purposes. 5. To enhance achievement of Grant objectives and, therefore, ensure continued funding from The Wallace Foundation or matching fund sources, Consultant will advise and provide written comments to the Project Director on third -party giant implementation guidelines and procedures, as requested by the City. This could include, without limitation, activities such as assistance with preparing amendments to such grant applications, or revisions/updates of those grant objectives to align to changing priorities 6. To ensure continuation of The Wallace Foundation funding, the Consultant will assist the Project Director with preparing and submitting narratives for any required annual Grant reports, including, without limitation, an annual progress report detailing the information requited in the Grant, a copy of which will be provided to the Consultant upon request. 7. Consultation and preparation of documents on specific topics requested by the Project Director, including, but not limited to, writing/preparation of grant applications for matching funds to a variety of sources assistance with writing The Wallace Foundation grant project reports, preparation of applications for futute yeat Wallace Foundation funding, and review of project activities for alignment to grant funding. B. Projected deliverables: (Specific items to be assigned by the Project Director) 1. Prepare the goals, objectives, and project action steps for inclusion in the City's proposed budget to The Wallace Foundation for Year 3 of the Grant. 2. Prepare a comprehensive standard Grant project narrative for use with multiple third -party grant matching applications, which includes a description of the following: a) Need; b) Research basis for each individual third -party grant s project activities; c) General goals, objectives and outcomes for each individual third -party grant, d) Description of the Contract for Professional Services Nancy L. Marchant 10 of 11 applicable grant project management/personnel; e) N.valuation plan; and f) Project activities to date 3. Prepare up to five third -party grant matching applications during the contract period Contract for Professional Services Nancy L. Marchant 11 of 11 M&C Review Page 1 of 2 U CIL Official site of the City of Fort Worth, Texas FORT WORT!! COUNCIL ACTION: Approved on 8/9/2011 - Ordinance No. 19834 DATE" 8/9/2011 REFERENCE NO.: G-17344 CODE: SUBJECT: G TYPE: NON - CONSENT LOG NAME" PUBLIC HEARING: 80WALLACE FOUNDATION 2011 NO Authorize Application for and Acceptance, if Awarded, of a Three -Year Grant for a Total Amount Up to $750,000.00 from The Wallace Foundation to Participate in a System - Building Initiative for Out -of -School Time Programs and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize application for and acceptance, if awarded, of a three-year grant for a total amount up to $750,000.00 from The Wallace Foundation to participate in a system building initiative for out -of - school time programs, and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Fund by $750,000.00 subject to receipt of the grant. DISCUSSION: The Wallace Foundation (The Foundation) is a philanthropic organization based in New York City whose mission is to improve learning and enrichment opportunities for children, particularly those living in distressed urban areas. The Foundation pursues its mission through five major initiatives, including one that is targeted at building systems to provide children with after -school, summer and other Out -of -School Time (OST) programs. The Foundation identified the City of Fort Worth as highly committed to developing and supporting systems for high -quality OST programs citywide. The Foundation's OST system -building initiative is currently focusing on cities with (i) populations over 100 000 (ii) sizeable percentages of low-income families and (iii) a record of Mayor and City Council leadership commitment to OST. The Foundation invited the City to submit a proposal to participate in its OST system -building initiative beginning in early 2012. This system -building initiative is expected to last approximately three years. From a pool of approximately 17 cities invited to submit proposals The Foundation will select up to 10 cities to take part in the initiative. On June 22, 2011, staff was notified that Fort Worth has been selected to move forward to the next round of review, which will involve the submission of additional materials and a site visit from representatives of The Foundation and the National League of Cities. The Foundation will require participating cities to utilize local resources to cover 25 percent of the total project budget The resources for the match may come from new or redirected public dollars or from private sources. To provide the required match of $250,000.00, staff is proposing to allocate in - kind support in the form of existing administrative and managerial staff, supplies and materials and to solicit other resources including grants and donations. The goals of the City's OST system -building grant project are as follows: to gather new and better data to understand the needs of the community, particularly in the geographic areas of greatest needs, to focus on efforts to improve and advance program quality through the establishment of standards and assessments and to work on developing strategies to improve program sustainability http://apps.cfwnet.org/council_packet/mc Jeview.asp?ID=15 540&councildate=8/9/2011 3/4/2013 M&C Review Page 2 of 2 and structure. The City of Fort Worth Parks and Community Services Department is serving as the grant applicant and will partner with Fort Worth Independent School District and Fort Worth After School. Additional partners will be added throughout the life of the grant. The proposed grant program would serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, receipt of the grant and adoption of the attached Appropriation Ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers 1 2) GR76 488928 080497465000 1 2) GR76 5XXXXX 080497465010 $750.000.00 $750, 000.00 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Richard Zavala (5704) Additional Information Contact: Sandra Youngblood (5755) ATTACHMENTS 80WALLACE FOUNDATION 2011 AON.doc http://apps.cfwnet.org/council_packet/mc_review.asp?ID=15540&councildate=8/9/2011 3/4/2013