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HomeMy WebLinkAboutContract 59597CSC No. 59597 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a Texas home rule municipal corporation ("City"), acting by and through its duly authorized Assistant City Manager, and TINKER LLC, , authorized to do business in Texas ("Consultant"). RECITALS WHEREAS, City in conjunction with the Tarrant Regional Water District desires to educate school children about the importance of water conservation; and WHEREAS, City desires to hire a professional firm knowledgeable and experienced in providing such educational services and/or materials; and WHEREAS, Consultant has represented that it is knowledgeable and experienced in providing s u c h services or materials; and WHEREAS, City and Consultant mutually desire to enter into a contract for Consultant to provide such services for the Water Department. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Services. Consultant agrees to provide classroom water conservation materials and training as detailed in Exhibit A, attached hereto and incorporated herein for all purposes ("Services"). 2. Term. The term of this Agreement shall be for a term beginning on the date executed by the City's Assistant City Manager (the "Effective Date") and ending on the conclusion of Services (as defined in Exhibit A), unless this Agreement is terminated earlier as provided herein. 3. Fee. In consideration of the Services to be performed hereunder by Consultant, City promises and agrees to pay Consultant an amount not to exceed $20,000 ("Fee") as full and complete compensation for the Services to be performed hereunder, including any and all expenses incurred in connection with performance of the Services. 4. Termination. Either party may cancel this Agreement at any time and for any reason by providing the other party with ten days' written notice of termination. Upon Consultant's receipt of such notice by City, Consultant shall immediately discontinue all Services and the placing of all orders or the entering into of contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement, and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. OFFICIAL RECORD Professional Services Agreement with TINKER, LLC CITY SECRETARY Page I of It FT. WORTH, TX 5. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is in the paid service of City. 6. Indemnification. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. Consultant shall require all of its subcontractors to include in their subcontracts a release and Professional Services Agreement with TINKER, LLC Page 2 of 11 indemnity in favor of City in substantially the same form as above. This Section 6 shall survive the expiration or termination of this Agreement. 7. Assignment. Consultant shall not assign all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of same without such prior written approval shall be void and constitute a breach of this agreement. 8. Compliance with Law. Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consultant shall immediately desist from and correct such violation. 9. Non -Discrimination. Consultant, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Consultant permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Consultant, its agents, employees or subcontractors. 10. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. 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. Consultant further agrees to include in all of 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, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section 10 shall survive the expiration or termination of this Agreement. 11. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder. City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were Professional Services Agreement with TINKER, LLC Page 3 of 11 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 shall have been appropriated. 12. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 13. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 14. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: City ofFort Worth —Water Department Attn: Kelsey Kosik, Conservation Specialist 200 Texas Street Fort Worth, Texas 76102 (817) 392-2417 Kelsey.kosik@fortworthtexas.gov Joseph Thrasher, President TINKER, LLC 160 Alamo Plaza, Unit 177 Alamo, CA, 94507 (925) 208-4497 Joe.thrasher@tinkerprograms.com 15. Non -Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely upon any such term or right on any future occasion. 16. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to the Services. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Consultant may use products, materials or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Professional Services Agreement with TINKER, LLC Page 4 of 11 Records Act. 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 any third party without the prior written approval of the City. 17. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. Force Maieure. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. 19. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement to be effective on the Effective Date. CITY OF FORT WORTH TINKER, LLC Dana Burghd off (Jdn 12, 20�S18:45 CDT) Dana Burghdoff Joseph Thrasher Assistant City Manager RECOMMENDED BY: Cl��i�ltobGce� lfa��fe� Christopher Harder (Jun 9, 2023 08:55 CDT) Chris Harder Water Department Director Professional Services Agreement with TINKER, LLC Page 5 of It APPROVED AS TO FORM AND LEGALITY: AYE, I DBlack (Jun 12, 202317:18 CDT) Douglas W Black Sr. Assistant City Attorney M&C: N/A Date: Form 1295: N/A .o4g4cOR ��a O� F o0o 0�0 Ff 0 o ;O. ATTEST: 0, 00* d (.n o000,0000 .� V loan 45�ao Jannette S. Goodall City Secretary Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. K14a Kelsey Vik (Jun 9, 2023 08:52 CDT) Kelsey Kosik, Conservation Specialist OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement with TINKER, LLC Page 6 of It EXHIBIT A 2023 Conservation Captains Water Conservation Education Program Statement of Work Time for Performance of Services The guaranteed completion date for the Service is June 30, 2024 ("Guaranteed Completion Date"). Program Overview The Conservation Captains education program is a locally based curriculum designed to teach fifth - grade school students about water and how to use it wisely. The CONTRACTOR manages all aspects of program implementation, while funding is provided by the CLIENT and Tarrant Regional Water District ("TRWD"). The program is structured to be delivered by the classroom teacher. Therefore, upon enrollment, each teacher is provided a classroom set of student workbooks, water conservation kits and access to an on- line platform or Web Application. The Web Application contains resources required to implement the program in the classroom. These include classroom lessons, video content, assessments, contests, and more. The CLIENT and TRWD is provided with its own customized version of the Web Application that displays their logos at the top of each page and references it throughout the pages. Upon completion of the lessons, each student is provided a Water Conservation Kit containing water - saving devices. During the final lesson, students' complete exercises using the devices included in the kit, to give their families an opportunity to immediately and consistently conserve water. CONTRACTOR will begin by contacting fifth -grade teachers in Fort Worth using a variety of communication tools to introduce the program and collect enrollment commitments. Using resources from the Web Application, teachers deliver the curriculum to their students. Students and parents are also provided access to the Web Application, which includes online portals designed specifically for each participating segment. During the program, students complete simple surveys and assessments. This data is collected, analyzed, and summarized to gauge the curriculum's impact on students. At the close of the unit, students and parents complete a pledge to continue to conserve water. At the end of the school year, all data generated from the lessons and any predefined success metrics are collected to present in a Final Report. Materials The program consists of both print and digital materials. Materials are as follows: Each student will receive: Student Materials DIGITAL Letter to Parents Introducing the Program (also Spanish / TBD) DIGITAL Student Portal - Access to the Tinker Web Application PRINT (Upon Request) Printed set of Student Materials Take -Home Water Conservation Basic Kit Digital Shower Timer (Customized with TRWD messaging) Shower Bucket (Customized with TRWD messaging) Pan Scraper Toilet Leak Detector Tablets (2-Pack) Water Flow Meter Bag *Packaged in Bucket Each teacher will receive: Teacher Materials PRINT I Teacher Edition Guide DIGITAL I Teacher Portal - Access to the Tinker Web Application Key Tasks for the Conservation Education Program Task 1: Launch 1.1 Establish Communication Plan 1.2 Identify Eligible Schools 1.3 Program Customization 1.4 Materials Publication / Kit Production Task 2: Implementation 2.1 Teacher Recruitment 2.2 Materials Assembly & Shipment 2.3 Teacher Confirmation & Support Task 3: Assessment & Reporting 3.1 Data Collection 3.2 Teacher Program Evaluation 3.3 Reporting 1.1 Establish Communication Plan CONTRACTOR will work with the CLIENT and TRWD to establish a program communications plan. The plan will establish a schedule of regular meetings, by phone or in person, identify data points to be reported upon, determine regular or ad -hoc reporting requirements as well as any other desired communique. Deliverable: Communication Plan Due Date: One week from contract execution 1.2 Identify Eligible Schools The CLIENT is free to identify any specific areas to target for outreach and program participation. Target program area(s) will be defined by a list of zip codes or schools supplied by the CLIENT. Deliverable: Targeted School List Due Date: Two weeks from contract execution 1.2 Program Update CONTRACTOR will update the program materials to incorporate the CLIENT's branding. Digital samples or mock-ups of the materials will be sent to the CLIENT for review and approval prior to production. Upon receipt of final approval, materials will be produced in preparation for shipment to enrolled classrooms. Deliverable: Digital proofs of customized materials Due Date: Three weeks from contract execution 1.3 Materials Publication / Kit Production Upon receipt of final approval, materials will be produced in preparation for shipment to enrolled classrooms. Completed print materials and all three versions of the Take -Home Water Conservation Kits will be held for direct distribution to classes based on their preferred implementation timing. Deliverable: Sample of printed material Due Date: Four weeks from contract execution 2.1 Teacher Recruitment CONTRACTOR will make direct contact with individual eligible teachers, using a variety of communication tools to introduce the program and collect enrollment commitments. During the recruitment process, teachers will be required to commit to the minimum implementation requirements as follows: • Distribute the Parent Letter • Teach one lesson • Assign one homework exercise • Assign as homework that students to use the online portal to install items for the Take -Home Conservation Kit • Confirm student completion of the Post -program Evaluation • Complete the Teacher Post -program Evaluation Deliverable: Executed enrollment commitment Due Date: Three weeks from contract execution to August 212023 2.2 Materials Assembly & Shipment Water Conservation Kits and materials are shipped in bulk to the enrolled classrooms. The quantity of materials sent is based upon the Teacher's verbal or written confirmation of the number of students enrolled in their class. Specific materials are defined in Table 1 above. Deliverable: Shipment and tracking information Due Date: Three weeks from contract execution to August 28, 2023 2.3 Participant Support CONTRACTOR will provide support for participating schools, teachers, students, and parents from contract execution until contract termination. Proactive communication via email and phone with participating schools and teachers will be conducted in the following intervals: • Program Launch • Two weeks after launch • Monthly until the teacher concludes the program Proactive communication with teachers will be provided ad -hoc based upon the pre -defined situations. These will be defined in the Communication Plan. In addition to prescribed communication intervals, responsive program support will be available through the following mediums: • Phone. Support will be available from 7:30am to 5pm Monday through Friday. Email. Responses to emails received from 7:30am to 5pm Monday through Friday will be provided within two hours. Responses to emails received afterhours, on weekends or holidays will be provided the next business day. Chat. Support will be provided via an online chat feature from 7:30am to 5pm Monday through Friday. Due Date: Two weeks from contract execution to Aug 30, 2023 3.1 Data Collection CONTRACTOR will collect data from teachers, students and parents through assessments and survey's during the implementation of the program. Collected data will be securely stored and available in real-time to the CLIENT. Due Date: Contract execution to Sept 30, 2023 3.2 Teacher Program Evaluation CONTRACTOR will work with the CLIENT and TRWD to develop, coordinate, and implement a program evaluation for teachers. Deliverable: Teacher Program Evaluation Due Date: Three weeks from contract execution 3.3 Reporting CONTRACTOR will prepare a Final Program Report presenting information on program participation, implementation steps and data collected. The Final Program Report will be prepared at the end of the school year and provided to the CLIENT. Deliverable: Final Program Report Due Date: June 30, 2024 Budget and Pricing TOTAL BUDGET NOT TO EXCEED: $20,000 Budget details: • Anticipated total program participants: 1,456 • CONTRACTOR will not exceed the budget without written authorization from the CLIENT and TRWD. • Actual program costs are based on the total number of teachers and students that enroll and are provided materials. The per -participant amount is the all-inclusive cost. No other fees or costs will be incurred. CONTRACTOR will only invoice for classrooms recruited and materials shipped. Pricing details are below: Partner Program Price: $13.73 per student Program price includes implementation services, custom curriculum, student access, contests, basic water conservation kit and shipping.