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HomeMy WebLinkAboutContract 57541 CITY SECRETARY 57541 CONTRACT NO. URBAN AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR THIS AGREEMENT is made and entered into as of April 27, 2022 between Christina Brooks ("Client") and Urban3, LLC ("Consultant"). RECITALS A. The Client desires to engage Consultant to provide certain services and Consultant desires to provide those services and to be compensated accordingly. B. The Client and Consultant enter into this Agreement in order to memorialize the terms of Consultant's performance of the services and the Client's obligations with respect thereto. C. In consideration of the foregoing recitals and the mutual agreements set forth, the Client and Consultant covenant and agree as follows: AGREEMENT 1. Appointment. The Client appoints Consultant as an independent contractor to perform the services described in Exhibit 'A" "Scope of Services" attached. Consultant accepts such appointments on the terms and conditions set forth within this agreement. Neither party may vary scope of services described in Exhibit "A" except as expressly agreed to in writing by the other party. The budgets for direct labor and expenses are based on the services described in Exhibit "A." Any modification of the scope of services may affect direct labor costs and project expenses. 2. Performance of Consulting Services. Consultant shall perform the services in a diligent, competent, timely and professional manner. 3. Consulting Fee; Payment. The Client shall pay Consultant a fee for the services provided, which fee is described in Exhibit "B," "Description of Compensation," attached. Upon receipt of Consultant's invoice, Client shall notify Consultant if it has any exceptions to Consultant's invoice. When Consultant and Client are in agreement on the terms of Consultant's invoice, Client shall submit the invoice for payment. The Client shall pay the Consultant within thirty (30) days of receiving invoice. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Nothing contained in the preceding paragraph shall require Client to pay for any work which is unsatisfactory as determined by Client or which is not submitted in compliance with the terms of this Agreement. Client shall not be required to make any payment to Consultant when Consultant is in default under this Agreement, nor shall this paragraph constitute a waiver of any right, at law or equity, which Client may have if Consultant is in default, including the right to bring legal action for damages or to force specific performance of this agreement. Should any of Consultant's services not conform to the requirements of this Agreement, Client shall give written notification to Consultant; thereafter, Consultant shall either (a) promptly re-perform such services to the Client's satisfaction at no additional charge; or (b) promptly refund the portion of the fees paid with respect to such service. Exercise of this provision shall not be deemed to be a waiver of rights or remedies of each party. 4. Terms. The term of this Agreement shall commence and Consultant's duties and responsibilities under this Agreement shall begin as of the date first written above and shall continue, subject to earlier termination as provided herein, until the date indicated on Exhibit "B" Timeline, unless the timeline is modified by the agreement of the parties. This agreement may be terminated at any time by either party for good cause. 5. Excuse of Performance. Consultant's obligation to perform the services specified in this contract shall be excused if the performance is prevented or substantially delayed due to circumstances caused exclusively by others and not by Consultant, including any such circumstances caused by the Client. 6. Independent Contractor. It is the intent of the parties that Consultant is and shall remain an independent contractor, and Consultant shall (i) comply in all material respects with all the laws, rules, ordinances, regulations and restrictions applicable to the services, and (ii) pay all federal and state taxes applicable to Consultant, whether levied under existing or subsequently enacted laws, rules or regulations. The parties hereto do not intend to create an employer-employee or master-servant relationship of any kind. 7. Workers' Compensation. Consultant agrees to provide Workers' Compensation insurance for Consultant's employees and agents to the extent required by law, and agrees to hold harmless and indemnify the Client for any and all claims arising out of injury, disability, or death of Consultant's employees or agents. 8. Assignment. This Agreement shall not be assigned or transferred by Consultant in whole or in part without the prior written consent of the Client, and any such purported assignment without such prior written consent shall be void. No subcontract shall be made without written approval of the Client. If Consultant shall cause any part of the project to be performed by a subcontractor, the provisions of this contract shall apply to such sub-contractor, and Consultant shall be liable hereunder for all acts and negligence of the subcontractor. 1 9. Property Rights. Ownership of any designs, plans, maps, reports, specifications, drawings, and other information or items produced by Consultant while performing services under this Agreement will be joint between consultant and Client, as will any copyrights, patents, or trademarks obtained by Consultant while performing services under this Agreement and may be used individually by either Consultant or Client. The original of all reports, memoranda, studies, plans, specifications, drawings, materials, exhibits, maps or other similar or related final deliverables prepared by Consultant in the performance of the services for the Client shall be the property of Consultant and Client and may be used individually by either. Consultant shall have the right to retain and utilize copies of all work it produces on the Project for citation and dissemination in the Consultant's resume, brochures and other generally recognized forms of professional public relations. 10. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered if personally delivered or sent via electronic mail, or three (3) business days after mailing if mailed by certified mail, postage prepaid, return receipt requested, and shall be addressed as follows: To Client: Christina Brooks Chief Equity Officer City of Fort Worth 200 Texas St. Fort Worth, TX 76102 682-225-2561 christina.brooks@fortworthtexas.gov To Consultant: Joseph Minicozzi, AICP Principal Urban 3, LLC 2 Vanderbilt Place Asheville, NC 28801 828-301-8073 cell 828-255-7951 x208 joe@urban-three.com 2 Either party may change its address by giving written notice thereof to the other party. 11. Arbitration and Attorney's Fees. The party prevailing in any action at law or in equity necessary to enforce or interpret the terms of this Agreement shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 12. No Discrimination. Consultant certifies and agrees that she/he will not discriminate against any employee, volunteer, or applicant for employment because of race, or, religion, national origin, ancestry, sex, age, sexual orientation, handicap, color or AIDS, in accordance with requirements of local, state, and federal law. Contractor shall take affirmative action to assure the qualified applicants are employed, and that employees are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, handicap, or AIDS. Consultant shall comply with all local, state, and federal posting and certification requirements. 13. Governing Law. This Agreement shall be governed by the laws of the State of Illinois. 14. Entire Agreement; Amendments. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. 15. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement. 16. Severability. If any paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 17. Waiver. The waiver of any breach of any provision hereunder by any party hereto shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. 18. Successors and Assigns. Subject to the provisions of Section 8, this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. 19. Warranty of Authority. Each of the undersigned warrants that he/she has authority on behalf of his or her principal to execute this agreement. 3 DATED: April 27, 2022 Joseph Minicozzi, AICP, Principal, URBAN3 DATED: May 10,2022 7"-.4c By: Fernando Costa, Assistant City Manager Client Representative OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 4 Exhibit "A" Scope of Services Urban3's process is heavily dependent on the state of existing data available in a community. To meaningfully communicate the financial impact of public policy and land use decisions, we need to know the availability of data to build upon for our analysis. By spending a small amount of time before creating a final scope, we can provide a clear summary of the usable community data available for the analysis. To use a metaphor, we need to know which ingredients are available before we start planning our menu. We call this process a Data Audit: it provides a clear picture to the broader local government organization of all the data available for conducting economic analysis. The audit also provides a reasonable basis for Urban3 to propose an informed plan of potential work to help the local understanding of the state of the community. The Urban3 team will analyze all necessary data from the Tarrant County Open Data Portal to perform an Audit analysis. Analysts will meet with key representatives from various departments through a series of meetings to understand availability and usability. Below is available data to potentially analyze: • Manager, Audit and Equity office • Planning and data analytics/IT • Finance (Management Services) • Transportation and public works • Water department • Fire and police • Economic development Deliverables: • Infographics that summarize the quality and conditions of the data • Summary of services that Urban3 can provide from available data • Virtual presentation of the findings through powerpoint to the City Manager, David Cook, and other Assistant City Managers Exhibit " B " Description of Compensation Consultant fees will not exceed $3,734 for performing the services of this contract, with billing by percentage task complete on a monthly basis. See details below for tasks and associated costs. 5 Task __ Data collection & existing conditions na yst __ ', �� Virtual Meetings -�lyst __ ', � � Data Summary d Analyst __ BUDGET Presentation Prep lyst __ $330 Final Presentations ��rincipal �_ $.. t Management roject Manager/PI : Administration inistrativ i i STAFF HOURLY RATES 7Principal .40 •0 $1,840 -.. :0 44 Analyst $150 ',:: lAdministrative ', Exhibit "C" Timeline CITY SECRETARY CONTRACT NO. ADDENDUM TO AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR BETWEEN THE CITY OF FORT WORTH AND Urban3, LLC This Addendum to Agreement for Services of Independent Contractor ("Addendum") is entered into by and between Urban3, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the"parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Agreement for Services of Independent Contractor; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Agreement for Services of Independent Contractor (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the"Effective Date")and shall expire one(1)years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for three ( 3) of renewals at City's option, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach.If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. Addendum Page I of 6 C. Fiscal Funding. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the 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. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Daman. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Addendum Page 2 of 6 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility Addendum Page 3 of 6 of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 12. Immigration Nationality Act. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 13. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor 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 contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 14. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Addendum Page 4 of 6 15. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of the City,with a company(with 10 or more full-time employees)unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 16. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 5 of 6 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ' _ of this contract, including ensuring all By: performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager yoro zi'y YrCCe�a� Date: May 10,2022 By: Vero nica Villegas(May 9,2C212 19:11 CDT) Name: Veronica Villegas Approval Recommended: Title: Manager, Municipal Equity Division Approved as to Form and Legality: By: Christina Brooks(May 10,202214:39 CDT) Name: Christina Brooks s � Title: Chief Equity Officer By: Name: John B. Strong Attest: Title: Assistant City Attorney Contract Authorization: M&C: By: J ette S.Goodall(May 11,2022 07 CDT) Name: Jannette S. Goodall AO4�FORr��aa a Faa0o0oo0 Title: City Secretary �000 0o0 d ,.0 �v0 020 0 d 0 0 0o Fy 00000000000 VENDOR: a��nEXA`��o4p Urban3, LLC By: 7'`2au��e Name: Jc4ph Minicozzi, AIC Title: Principal Date: 5-6-2022 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 6 of 6