HomeMy WebLinkAboutContract 28330�IY�' ���f����1� �' `�`) � �J -
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PROFES�IONAL SERV�CES AGREEMENT
This PRUFESSIONAL SERVICES AGREEMENT {"Agreememt") is
made azzc� ��zterec� into by az�c� be�Ve�n �i� �ITY- OF FORT WORT-� (the
"City"}, a hon�e xule municipal corporation organized under the laws a£ the State
of Texas, acfiing by and through Reid Rector, its duly authorized Assista�t City
Manager, aa�d LELAND CONSULTING GROUP ("Consuttiant"), a Calorado
coiporation authorized to do business in and in good standing wzth the State of
Texas, acting by and through Anne Ricl�er, its duly authorized P�rincipal.
I. SCOPE OF SERV�CES.
1.1. Consultant's Services.
Cansultant hereby agrees to provide the City's Economic and
Comm�.�ity Development Department {"ECD") wif11 prafessional
consulting sexvices io assisi ECD in implernenting the recomzx�endations
from the ""Central City Comrnercial Carridors Re�it�lizafiion Strategy,"
develaping palicies and programs �elati�zig to central city revitalization and
utilizing effec#ive project management tools and techniques to better
initiate catalyst prvjects leading to job creation, inves#men.t and other
community development goals (coll�ctively the "Projcct"). The Project
is described in detail in Eghibit "A", attached hereto and her�by made a
part of this Agreement for a1i �urposes. The City and Consultant may
change the scape of the Project by subst�tuting an amended E��hibit "A",
signed by both the City and Co�sultant, which shall th�n be attached ta
this Agreemeni and made a part of tl�is Agreement for aI� puxposes.
� .2. City's Duties.
The City shall provide Goz�.sultant access on a reasonaUly tilnely
basis to various City personnel for interviews, ClUB5�I0i15y cansultation,
document reviews and ather forans of participation necessary to the
Praject, The City shall also provide Consnit�nt wzth reasonable facilities
and equipment in order to ailovv Cansultant to perform its duties and
obliga�ons under �his Ag�reeinent wlien it is necessary far Cansultant to be
on-site.
1.3. Work Schedule.
Witlun thit-�y {3Q) days following tlse Effective Date of this
Agreement, as defined in Section 2, ihe City and Consultant shall
complete a written work schedule applicable ta th� ?'r._�j�i f'���rtti
i0
' �-
Schedule"). This Work Schedule sha11 establish iimetables and
znilestones relating to anc� in accoxdance wiih each steg or �ine i�em of
work ref�renced in Exhibit "A".
1.4. Work..�r.oduci.
All work produced by Co�sulta�nt under this Agreement
(coltectively tk�e "Work Product"), �specifically iiicluding, bu� not liznited
ta, electronic spreadsheets, shall be owned, at all times, by the City.
Consu�tant shall deliver the Wark Produci to the City upon the termination
or e�piration of this Agreernent. The Ciiy shall have access ta and be
�ntitled to review and copy any portion of the Waxk Product at any time.
Consul�ar�t xnay retain a copy of the Work Product except as to any portion
�hereof that is proprietary or oihezwise confidential.
2. TERM.
This Ag�reement shall commence upan �e date that bofh the City and
Consuliant have executed this Agreement ("Effective Date") and sha11 continue
in fizll farce and effect �'or a term of one (1) year thereafter unless (i) terminated
earlier in accardance with the provisions o� this Agreement or when the City has
provided Cansultant with written natice that Consnitant has fulfilled its
obligations under this Ag,�reement and that Consultant's services are na longer
required ar (ii) Consultant ha.s not carripleied the Project by such time, in which
case this Agreement shall automatically renew for another term of ane (1} year,
provided that the City has appropriated sufficient funds iii its then-current fiscal
year budget to pay Consultant any balance of the $24,825 in campensatfon
speci�ied by Section 3 hereo�
3. COMPENSATION.
Subjeci to the pravisions of Section 4.2 of this Agreement, th� City sha.11
pay Cansultant a sum not to exeeed $��,5�5 services provided and expez�ses
uacurred in the carrying ou# and fuLf llment af Consultant's duiies and obligatians
under this Agreement. The specific services and expenses involved in each step
�pf �e Pxoject axe described in Exhibit "A". Nafiwithstanding anytl�i�g herein to
tl�.e contrary, in no event shall Co�ultaxit be compensaied any sum greater than
$24,825 for services pravided pursuant to �his Agreement unless this Agreemeni
is amended in writing by both the City and Consultan� and such arnendment is
approved by the City Cauncil in a meeiing that is o�en io the pubiic.
Q.. TERMINA'TYON.
�.1. Wrxitez� Notic�.
The City terminate this Agreement at any tirne and for any reason
by iYs providing the o�her party witIi written notic� o�tenziination.
4.�. D�rties and (Jbli�ations of tha Parties.
In the event that this Agreement is t�rminated prior ta its
tern�ination, as provided in Section 2, the City shall pay Consultant far
services ac#ually render�d as of the effective date of ie�ination and
Ca�asultan� �ha�l c�ntinue ta provic�e the City with sezvices requesfed by
the City and in accordance wit� this Agreement up to the effective date �af
termination.
�. DISCLO�URE QF' COI�TFLICTS .�ND CONFIDENT`�AL,
INFORMATTON.
Corisultant hereby warrants to the City that Consultant has made full
disclosure in writ�ng of any existing or potez�tial conflicts of interest related to
Consultaiit's serv�ces a�d proposed services with respect to the Project. Tn fihe
eveni that any conflicts of ��eresi axise a�t�r f1�e Effective Date of this
Agreement, Consultant hereby agrees immediate�y ta �na1�e full disclosture to the
City in writing.
The City acknowledges that Consuitant may use products, materials or
xn.ethodologies progrietary to Consultant. 'l�e City agrees that Consultani's
�rovision oF services under this Agreement shall not be grotulds for �he City to
have or obtain any rights in such proprietarp products, materials or methodalogies
unless th.e paxiies have executed a sepaxate written agreement with respect thereto.
Notwithstanding the faregoing, Cansultan# understands and agrees that the City is
subject to various public ininnma#ion laws and regttilatians, including, but not
�imiied to, the Texas Open Records Act. Consultant, far itself and its oificers,
agents and ernployees, further agrees that it shall treat alI information provided to
it by the City as confidential a�d shall not disclose any such inf'arnnatian to any
tlurd parly without the priar written ap�raval of the City.
6. AUDITS.
The City s1iall have, �ar three (3) years following the termzanation of this
Agr�e�nent and upon reasonable advance notice, access to and ihe ri�hi to
exa�nin�: and audit �ny books, documents, papers, z-ecords ar o�her da�a of
Consultant tl�at involve transactioils relating ta this Agreement. Accordingly,
Co�.sultant shall pro�ide the City wifh access durin� normal �rorking hours to aIl
of Consultant's facilities and with appro�priate workspace at Cflnsultant's facilities
necessary £or the City to conduct examinations and audits in accordance with this
A.greement.
'�. INSURANCE.
During the term of thYs Agreement, Cansultant s11a11 procure and maizitaan
at all times, in full force and effect, a policy or policies of insuranca �at pxo�ide
the specific caverage set forih in this Section 7 as well as any and all other public
risks related ta Cansultant's performance of its abligations under tlus Agreemeni.
Cansultant shall speci�cally obtain the fallowing types o� insuzance at the
following limits:
• Com�nercial General L'rabi�itv:
$1,004,000 per occurrence; pro�riciing blanket cont�actual lia6ility
insurance praducts and completed operations; indepegdent contractor's
Iiability; and coverage for property da�nage to City facilities; and
Automobile Liabilitv:
$1,000,000 per accurrence ar accident; including, but noi limited to,
all vehicles, whether owned or 111TECl, in use by Consultant, its
employees, agents or'subcantxactors; and
• Worker's Comnensatian/Emnlo�cr's Liabilitv:
Worker's carnpensation coverage as xequired by applicable Zaw; and
Em�loyer's Liability at $100,00� per accident.
Prior to t�ie Effective Date, Consultant shall pravide �he City vvith
certificates of insurance il�at verify Cansultant's compliance with the ins�-ance
requirements of this Agreement. The Gity's Risk Manager shall have tihe right �o
review and evaluate Consultant's insurance coverage and to make reasonable
requests or revisians pertaining to the types and lirnits of t�.at coverage.
Consultant shall coz�nply wluch such requests ar revisions as a canditioi7 precedent
to the effectiveness of this Agreernent.
8. INDEPENDENT CONTRACTOR.
�t is expressly understoad and agreed that Consultant shall oper�at� as an
in�legendent_ cant�actar as t.Q.all.rights and privileges gzanted.harein, and �ot as an
agent, representative or employee of the Czty. Subject �a anc� in accar�ance with
the conditions and provisians o� this Agreemeni, Coz�sultant shall have the
exclusive right �o contro� the deiails of its operations and activities and sha.11 i�e
solely responsible for the acts and amissions o� its off cers, agenis, servants,
employees, contractors and subcontractors. Coiisultant acknovviedges ihat the
dactrine of respnndent supe� iof• sha11 �ot apply as between the City, its off cers,
agents, servants and empfoyees, and Consultant, its officers, agen�s, employees,
contractars and subcont�ractars, Consultant further agrees that notY�ing herein
shall be construed as tb.e creation of a partnership ar joint enterprise between the
City and Consultant. �
9. LIASILITY AND INDEIVINIFICATION.
CONSULTAIVT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL CLAIMS, DEMANDS, LAWSUITS �R OTHER ACTI�NS FOR
DAMAGES OF ANY I�IND, INCLUDING, BUT NOT L,IMITED TO,
PROPERTY LDS�, PItOPERTY DAMAGE AND/OR PERSONAL 1'1VTURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, 4F �1VY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGEIVT ACT(S} OR OMISSION(S),
MALF'EASANCE OR IIVTENTIDNAl MISCO11rDUCT OF CDIYSULTANT,
ITS OFFICERS, AGENTS, SEI�YANTS OR EMPLQYEES
CONSULTANT COVENANTS AND AGREES TO, AND DOES
HEI�EBY, INDEIVINIFY, HOLD HARMLESS AND D�FEND THE CITY, ITS
OFFI'CERS, AGEIVTS, SERT�ANTS' AND EMPL4YEES, F1t01V1 AND
AGAINST ANY AND ALL CLAIMS OR LAWSUl7'S FOR DAMAGES �F
ANY IffND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR � LOSS T�
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROF.�TS}
AND/OR PERSONAL INJU.RY, INCLUDIIVG DEATH, TO ANY AND ALL
PERS4NS, OF ANY I�IND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR I1V CONNECTION WIT'H THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEG�IGENT ACTS
OR D111ISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS`,
AGENTS, SERVAIVTS OR EMPLOYEES.
�.0. ASSIGNMENT AND SUBCONTRACTING.
Consul#ani shali not assign or subcontract any of its duties, ob�igations or
zights under this Agreement withaut the prior wt7tten consent of the Ciiy. If th�
�ity grants such consez�i, the assignee or subcontr.actor shall execute a�vritten
agreement with the City under which the assignee or subcontractor agrees to be
bound by the duties and obligations of Consultant under �his Agrcemenf.
11. C�IVIPL�ANCE WYTH LAW5, ORDINANCES. RULES AND
REGULATIONS.
Consulta�t agrees to comply with all federal, state and loca� laws,
ardi_nances, rules and regulation�. If the City noti�ies Cansultant of any vialanon
of such laws, ardinances, x�iles ar regulatians, Consultant shall irnzx�ediately
desisfi from and correci the violatiion.
12. NON-DISCRTNIINATION COVEi�TANT.
Consultant, for itself, its persanal representatzves, assign.s, subcontractors
axzd successors in interesi, as part af the cansideration herexn, agrees that in ihe
performance of Consultant's duties anc� obligations hereunder, it shall nofi
discriminate in the treatrnen# or einployment of any individual or group of
individuals on the basis af raee, color, natianal origin, religion, handicap, sex,
sexual orieuta�an oz familial status. If any claixn arises fronl an alleged violation
of this non-discrimination covenant by Consuitant, iis persanal representatives,
assigns, subcontractars ar successors in interest, Consultant ag�rees ta assume such
liability and to indemnify and defend the City and hald the Ciiy harrnless from
such claim.
13. LYCENSES AND PERMITS.
Consu�tant shall, at its sole expense, obtain and keep in effect a.I1 liceiises
and perrnits necessary for ii to carry out its duties and obligations hereunder.
14. NOTICES.
Notices required pu�suant to ti�e provisions af this Agreement shall be
concfusively detennined to have been deli�ered when (1) hai�d-delivered �a the
other party, its agents, employees, servanfis ar representatives, (2) delivezed hy
iacsirnile wxth electronic confirrnatian of the iransmission., or (3) received by the
other party hy United States Mail, registered, re#urn receipt requested, addressed
as follows:
To THE CYTY:
City o�Fort Worth
Economic and Communit� Developrnent Dept.
Christine Maguir�, EDFP
Community D�veloprnent Manager
1000 Throckmarton
Fart Worth, TX 761 Q2-6311
To CONSULTANT:
Le,land Consulting Graup
Azul Ricker, Principal
694 Sauth Gaylord Street
Denv�r, CO 84209
Facsimile: (817} 871- 8654
1�. G�VERNMENTAL POWERS.
Facsimile: (303) 458-5420
It is u�derstoad and agreed that by execution of this Agreement, the City
does not waive or surrender any of its gov�rnmental pawers.
16. ND WAIVER.
The failure of the City or Consultant to insist upon the perforima�ce af any
term or pra�ision of this Agreement ar ta exercise any right granted herein shall
not consti�ute a waiver o� fhe Czty's or Consultant's respective right to insist upon
appropriate performance ar to assert any such right on any �uture occasion.
I�". VENCJE . JURISDICTIQN AND EXPENSES.
This Agreemeni shall be construed in accordance with the Iaws of �he
State af Texas. If any action, vcr�etlxer real or asserted, at 1aw or in equity, is
Urougl�t an the hasis of this Agreement, venue for such action shall lie in state
courts lacated in Tarrant Coun#y, T�xas or th� United States Dis#rict Caurt for the
Narthern District of Texas, Fort Worth Division. In any such aetzon, the
prevailing party shall be entitled to recavez from the other party reasonaUle
attorneys' fees incurred. in the bringing or defending of the action.
18. SEVERABILITY.
If an.y provisian of this Agreement is held to be invalid, illegal or
unenfaxceabie, the validityr l�gai.ity and enforceability o� tY�e rern�,ining provisions
shall not in any way be affected or impasred.
19. F�RCE MAJEiJR�.
The City axad Consultant shail exercise their besi efforts to meet theix
respective duties and obligations as set forth in ihis Agreem�nt, but shall not be
held liable for any delay or omission in performance due to force majeure ar other
canses beyond their reasonable control, including, but not lirnited to, cornpliance
with any government �aw, ordinanc� or regulation, acts of God, acts of omission,
f�res, strikes, lockauts, natitinal disasters, wars, riats, material or labor restrictzons
by any goven�mental authority, iT-ansportation problems and/or any other similax
causes.
�0. HEAD7NGS NOT CONTROLLING.
Headings and titles used in tliis Agreement are ,for ze�erence pwrposes only
and sha11 not �e de�med a part of this Agree�nent.
�I. ENTIRETY OF AGREEMENT.
This Agreement, inciuding the schedule of exhibits attached hereto and
any docum�nts incarporai�d herein by reference, contains the eniire
understanding and agreement between the City and Consultant, their assigns and
successors in izrterest, as to the mattars cantained herein. Any prior or
cantemporaneous oral or written agreement is hereby declar�d nu11 and void tn the
extent in conflict with any provisian of this Agreement. This Agreement shall not
be a�end�d unless agreed to in vvriting by Uoth parties and, zf required, approved
by the Ci�y's City Co�ncil.
�N WITNESS WHEREOF, the parties l�er�to have executed this
Agreemen� in mul�iples as of the later date b�1ow: .
CITY OF FORT WORTH;
� .
By: ., __,
Reid Rector
Assistant City Manager
- �� �
Date: _ � :
ATTEST:
By:_ - �- � --
Ciiy Secretaty
.APPROVED AS T4 FORM AND LEGALITY:
� , .+ _ .
Assistant City Ati�frney
M&C:. - - - ,,
. _ _ � -� ` � �.
LELAND CONSULTING
GROUP,
a Colorado corporation:
� -
B�: �,,' ` � I - '
Bi�l� � 'ngh�m
Pr��ip
Date: � I , �� ,�
1 �
ATTEST:
:
�r)�
�.
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1
STATE OF COLORADO
COUNTY OF �','� � ,
BEFORE ME, the undersigned authority, a Notary Public in �id for the
State of Colorado, on this day personally appeared Bill Cunningk�azn, known to nae
io be the person whose nama is subscribed to the fazegoing instruznent, and
acknowledged to me that the same vvas flie aet oi Leland Consulting Group and
that he executed the same, arid had authorizatian to execute the sarne, as the act of
Leland Consvlting Graup for fhe putposes and consideration therein expressed and
in ihe capacity therein stated,
� GIVEN LJNDEI� MY �TAND AND SEAL QF OFFICE this t day of
��u�ifr�i��
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���, �� � Notary Public i� and for the Stata s�f C�oloxado
N� �j� 4... ��.EG f� 40 ,\
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STATE OF TEXAS §
COUNTY QF TARR.ANT §
BEFORE ME, the undersigned authoriiy, a Notary Public in and for the
State of Texas, on this day personally appeared Reid Rector, known to me to be ihe
person whos� name is subscribed to the faregoitng inshument, and acknowledged to
me that tY�e same was the act n� the City of Fort Worth and that he executed th�
same as the act o£the City af Fori Worth for the purposes and consideration thexein
expressed and in the capacity therein stated.
{}_ GTVEN UIVDER MY HAND AND SEAL OF OFFICE this /�� day of
�i�t,�su,i , 2003.
v J
=�1��P���,� ROSEI.I�A BARN�S �. /��-�
NOTARY PUBLIC
��q state ot Texas Notary Public zn and For fihe State of Texas
�
9���' Camm. �xp. Q3-�1-2005
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L �MP�,EMEIVTATI�N BENCHMA.RI�ING
1.1 Quarterly Progress Meetings
a. Facilitate quarierly interdepartmental meetings with Crty sfaff to mark
progress on irnplemeniing the central city revitalization s�ategies, Ai ihe
quarterly meetings, the Cornsultant will ascertain progress rnade in
implementing the sirategies; provide guidance, problem salving or issue
clarification related to implemeiiting the shategies; identify barriers or
opportunities to undertaking a strategic course of actzon; reeommend actions
or refine sLrategies in order to achieve �Yie outcome called %r in iI�e strategy
pIan.
b. As needed, conduct one-on-one or sma11 tearn meetings with "lead
impl�ment�rs" to resolve process ar product problexn related to specific
issues. These lead itnplementers could be City depariments or private sector
organizatians.
1.2 Progress Reporting
a. Develop a reporting systenr� that grades or benchmarlcs the Ciiy's progress
�ade in central oity revitalization in general and, mor� speci�ically,
impiementing the zecommendations of the Commercial Carridors Task Force
in the Re�vitaIization Strategy document. This l�enchmarking can be dane in
relationship to other cities or in relationship to past progress and will be dane
on an annual basis.
b. Write an a�rticle on City progress for bat1� the FY 2002, FY 20Q3 and FY
2004 annuai reports.
c. 1�ssist ECD staff in developing metrics which track s�access nleasures on an
annual basis. These measures wi11 be used as part of the Department and the
City's annuaI business planning and progress iracking efforts.
II. DELIVERY SIFBTEM STAKEHQLD�R ENGAGEMEN'r
2. ]. Stakeho�der organization
a. Facilitate sirategic meetings witla key external stakeholder groups to move
the private-sector ini�iat�d strategies forward. The pvrpose of the meeYings
would be to better delineaie Yhe issUes, next steps and responsible parties. An
outeome of each meeting would be to 11ave a lead private sector
eniity/organization talce the Iead in continual coordinatian nf actions to
achieve the outcome for the strategy. Potent�al sta�Cel�oider groups include:
Private foundations, lending institutions, insurance institutions, and
neighborhond capacity-building organizations. Estimated number of
meetings: 5. These meetings will occur within the same visitatzan period as
the quarterly interdepartmental meetings.
b. Perform best practice research and recommend reiined action steps that could
be taken fo facilifate t�e private-seetor lead strategy. .
c. Pro�ride general consultation in addressing specific barriers and taking
approprriate courses of action.
2.2 Needs asssssment
a. The results of the stakeholder meetings may he �hat more researc�a needs to
be done in ascertaining the gaps in service de�ivery, supgiy or demand of
services. The consultant wilI assist staff in struct�ring a methodology of
carrying out the needs assessrnent and providing general advice ta help staff
carry aut the analyszs.
b. Review all sYaff-generated analysis and providing suggested changes to
meihodology. Assist staff in rnterpreting data and developing aciion plans
and refi�ing s�rat�gies based on ihe need� assessrnent.
c. Work products include but are not �imited to: worldng memoranda, telephone
conferences, meetings/confer�nces via telephone priznaril�+ or in person at
appropriate instances_
III. PROJECT MANAGEMENT: ECD S'rAF'�
3.1 Assistance on strategy implementation
a. Provide research on nation.al best practices for po�icy and programs, local
and state ordinances/Iegisiation, and admznistrative pracedures fram other
zxiunicipali�ies, as vsrell as other informa�ion that ilIustrate possible models
ihat could be applied in Fort Wartla on the implementation of the strategies.
�, Review existing and praposed pnlicies and processes in terms of efficiency
and effectiveness with respect to central city revita�izanon and strategy
irnplem�ntation. Provide reoommendatio:ns as appropriate.
c. Assist staff in draftmg local ordinances, policies, state legislation, federal
appropriaiions requests on an as needed Uasis.
3.2 Catalyst Project due diligence
a. Assisi staff in developzng st�rateg7ies in getting speci�c davelopment projects
off the ground, such as giving guidance qn master developer selectaon, RFY
development, market feasibility anaiysis, etc.
3.3
b. Provide guidance to staff in deveIoping an internal system of proj ect
manageinent thai includes systemaiizing proposal review and deal
structUrzng, znterdeparimenfal coordination, project tracki�ig and trouble
shoating.
Work products
a. White papers, working meznoranda, and other wriiten product as appropriate.
b. Telephone conferencing.
N: MEETINGS/PRESENTATIONS
4.1: Meetings/Presentaiions to Various Boards and Commissions
a. Prepare for and attend meetings/presentations with follovving entities
related to the implemeni��tion process:
- Ciiy Counci3
- Planning Commission
- Other k�oards and commission
b. Work products
- Presentation rriaterials
- Attendance at meatings/presentatians (estimated 2 to 3 meetings)
'V. E9TIMATED BUDGET
Uni#s
Nu�ber of tri.�s into Fort Warth: 4
Number af days each triu: 2-3
Time in Fort Worth: 2 days
Number of additional houz-s: 45
�ruc��:
Assumptians Cosf
�'are, # cvnsultants, # irips
$30Q�x� �2.200
room rate, # nights, # trigs
$125/ni�ht x2x4 � �.flao
Rate, # consultants, days, # trips in, # hrs.
$125x2x2x4x8 $Z6,040
@ $125 per hour $ 5,G25
���.s�s
Note: Hourly costs include all reimbursable expenses.