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HomeMy WebLinkAboutContract 57728 City Secretary Contract No. 57728 Fo WO H. q* PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and U3 Advisors, Inc. ("Vendor"), a Delaware corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will assist the City with the development and completion of a Request for Qualifications (RFQ) to select a best-in-class private sector development partner to develop, own,and manage a project consisting of a multi-building development located in the southeast quadrant of downtown Fort Worth(the"Project").The Project will include a Law and Educational Building,a Research Innovation Center Building to be occupied by Texas A&M University System (TAMUS) agencies and academic research, and a future building that will serve as the gateway to the university campus. The overall goal of the RFQ is to provide for a coherent project that produces a campus for TAMUS in a more efficient and streamlined manner through a partnership between TAMUS,the City of Fort Worth (or one of its created entities),Tarrant County, and the selected private sector development partner. The foregoing services(the"Services")are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on June 14th, 2022 ("Effective Date") and expires on December 31, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. 3.1 Not to Exceed Amount. The City shall pay Vendor an amount not to exceed Ninety-Nine Thousand Five Hundred Dollars and 00/100 ($99,500.00) in accordance with the provisions of this Agreement and the Payment Schedule provided in section 3.1 below. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. 3.2 Payment Schedule and Invoicing. Vendor's fee will be divided into payments corresponding to the completion of the following tasks: Task 1 —Research and Discovery $19,900.00 Task 2—RFQ Development $19,900.00 Task 3—RFQ Issuance $19,900.00 Task 4—RFQ Review $19,900.00 OFFICIAL RECORD Task 5—Recommendation $19,900.00 CITY SECRETARY Professional Services Agreement FT. WORTH, TX U3 Advisors,Inc. The tasks are further described in Exhibit"A."The Vendor shall provide monthly invoices to the City. Following the completion of each of task, the Vendor must also request payment by providing the City with a signed fee invoice summarizing the portion of the Services that the Vendor has completed. If the City requires additional information,the City shall promptly request such information after receiving Vendor's invoice, and the Vendor shall provide such additional information to the City to the extent that the information is reasonably available. Invoices shall be submitted to the Fort Worth Aviation Department,Meacham International Airport, 201 American Concourse, Suite 330, Fort Worth, Texas 76106, Attn: Roger Venables. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services completed and receipt by City of Vendor's invoice for payment of same. Acceptance by Vendor of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to,done,or furnished in connection with the services for which payment is made,including any act or omission of the City in connection with such services. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. Upon the successful completion of the Services and payment of all uncontested invoices by City, City may terminate this Agreement immediately by providing Vendor with written notice of termination. 4.2 Non-appropriation of Funds. 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 this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. Professional Services Agreement Page 2 of 14 U3 Advisors,Inc. 5.3 Public Information Act. 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.In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor.It will be the responsibility 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. 5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will,until the expiration of three (3)years after final payment under this Agreement,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agents, servants,employees,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Professional Services Agreement Page 3 of 14 U3 Advisors,Inc. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TYDAMA GE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS, AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect 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 City for infringement arising under this Agreement, City will 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 will fully participate and cooperate with 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, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation 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 will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation 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 City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Professional Services Agreement Page 4 of 14 U3 Advisors,Inc. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): ❑ Applicable ❑N/A $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. Professional Services Agreement Page 5 of 14 U3 Advisors,Inc. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or(2)received by the other party by United States Mail,registered, return receipt requested,addressed as follows: Professional Services Agreement Page 6 of 14 U3 Advisors,Inc. To CITY: To VENDOR: City of Fort Worth U3 Advisors,Inc. Attn: Dana Burghdoff,Assistant City Manager Attn: Alex Feldman,Managing Director 200 Texas Street 22 S.40th Street Fort Worth,TX 76102-6314 Philadelphia,PA 19104 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Professional Services Agreement Page 7 of 14 U3 Advisors,Inc. Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A,B, and C. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures, guides, and documentation that are created,published,displayed,or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret, Professional Services Agreement Page 8 of 14 U3 Advisors,Inc. and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. 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 2271 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"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,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 Agreement. 30. 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 that is to 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. 31. 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 that is to 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 Professional Services Agreement Page 9 of 14 U3 Advisors,Inc. 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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor,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. (signature page follows) Professional Services Agreement Page 10 of 14 U3 Advisors,Inc. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person Dana B LrchdoAc responsible for the monitoring and administration of this contract,including ensuring all performance and By. Dana Burghdoff un 24,202214:55 MDT) Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager Date: Jun 24, 2022 2022 By: Name: Roger Venables APPROVAL RECOMMENDED: Title: Director,Aviation System APPROVED AS TO FORM AND LEGALITY: By: Name: Roger Venables Title: Director,Aviation System By: Name: Matthew A.Murray ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: :7�t�t�t�tt�d Goocf�tCG M&C: N/A By: Jannette S.Goodall(Jun 28,2022 13:59 CDT) Form 1295•N/A Name: Jannette S. Goodall 0044��u�� Title: City Secretary ���°F�Rrk�a �vo 8=d o o �d VENDOR: d�a�nEXAsoAp U3 Advisors,Inc. By: Name: Alex Feldman Title: Managing Director Date: Jun 23, 2022 12022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 11 of 14 U3 Advisors,Inc. EXHIBT A SCOPE OF SERVICES General Project Understanding: Project will include two (2)buildings,with a third building to be constructed once the current law school is able to move into one of the newly constructed buildings. Building 1: Law and Education-Currently envisioned at 225,000 sq.to be occupied by the Law School (approximately 113,000 sq.ft.) with the remaining space being filled by multiple academic disciplines as outlined by TAMUS. Building 2: Research and Innovation Center - Currently envisioned at a minimum of 250,000 sq., of which approximately 120,000 sq.ft. will be occupied by TAMUS entities and specified research centers that would draw private sector partners. Building 3: Gateway Building-Currently envisioned to be approximately 250,000 sq.that would serve as a TAMUS Performing Arts, Executive Education Center and Conference Center with the ability to contain additional lease space for private sector tenants. This building is envisioned to be constructed after the completion of Buildings 1 and 2. Parking: It is envisioned that parking needs for the campus will be accomplished through a partnership with the private sector developer and local government entities. General Campus Amenities/Open Space: Public areas and general amenities like a campus courtyard will be constructed in concert with the construction of Buildings 1 and 2 to maintain consistent design of the campus. The proposed financing of the project will include TAMUS financing Building 1 completely through its own capital fund and the construction of Building 2 and Building 3,parking, and remainder of the campus being financed through the partnership with other entities that includes leases with TAMUS and private sector lessees. Consultant Services The City and TAMUS seek to run a Request for Qualifications (RFQ) to find a best-in-class partner to develop, own, and manage the project. The RFQ will be structured to provide the City and TAMUS in identifying and selecting a preferred partner(s)to proceed with development agreement negotiations: Task 1 —Discovery Task 2—RFQ Development Task 3—RFQ Issuance Task 4—RFQ Review Task 5—Recommendations Professional Services Agreement Page 12 of 14 U3 Advisors,Inc. Task I—Discovery Task Summary: • Information request for preexisting documentation around programmatic requirements, governance,entitlements,financial commitments, and other incentives and/or constraints • Stakeholder interviews to further understand/refine any information needs around programmatic goals from TAMUS,requirements or preferences related to transaction structure,controls and risk sharing/mitigation, phasing opportunities, institutional commitments, zoning and other entitlements,design requirements • Development of RFQ Selection Committee to include, but not limited to, representatives from TAMUS,City, and Tarrant County. Task 2—RFQ Development Task Summary: • Draft,review,and refinement of RFQ with the City and TAMUS • Development,review, and refinement of recipient list Task 3 —RFQ Issuance Task Summary: • Work with the City to distribute the RFQ • Organize and facilitate site tours for interested respondents • Respond to inquiries from interested respondents. • Management of Q&A period for interested respondents • Management and organization of submissions • Provide periodic updates to City and TAMUS describing the project progress and specific steps to be taken to meet the City's deadlines. Task 4—RFQ Review Task Summary: • Consultant will coordinate with City and TAMUS to develop criteria to be used to evaluate responses to the RFQ • Management of review matrix and/or scorecard • Facilitation of Selection Committee process • Management and facilitation of interviews with select respondents Task 5—Negotiations and Recommendations • Synthesis of responses,interviews, and Selection Committee findings Timeline and Fee: Professional Services Agreement Page 13 of 14 U3 Advisors,Inc. Project is anticipated to take approximately four(4) months complete, beginning June 20, 2022, with an anticipated RFQ release the week of August 8, 2022, submissions due by September 16, 2022, and a presentation of findings and recommendations the week of October 10, 2022. The proposed schedule and timeline will be contingent upon receiving timely coordination and feedback with all parties involved in this RFQ. Proposed Solicitation Timeline 1.DiSC6�Py 3,RFQ Development 3,RFQ Issuance • RFQReleased s to Tour Q&R Ferk A RFQMC POMV9 SDVe ■ 4. Review Neg S.Negotlatinns&Rerommendatdons Ifneeded.kFP and}or Term ShMILOINegotlaUon Once the RFQ process is complete, we will work with the City of Fort Worth and TAMUS to determine appropriate next steps. Two potential pathways following RFQ include having one or more teams move forward to negotiate a term sheet and/or LOI or refinement of the project opportunity/requirements and issuance of a more prescriptive Request for Proposals. U3 Advisors proposes a fee of$99,500 for this RFEI effort,to be invoiced based upon a mutually agreed upon schedule tied to the scope of work. Fee is inclusive of all expenses for up to five (5) trips during this period(including presentation(s) for City Council and TAMUS). Professional Services Agreement Page 14 of 14 U3 Advisors,Inc.