HomeMy WebLinkAboutContract 45273 9F.CRETARY ho-07
ro"T NO*
",14h P
PROFESSIONAL SERVICES AGREEM NT BETWEEN THE
CITY OF OF WORTH AND CENTER FOR NONPROFIT MANAGEMENT
This PROFESSIONAI, SERVICES AGREEMENT "Agr m r " is made and entered into
on this ��� of �� �� 20 1^"Effective! Date" by and between the City of 'Fora Worth
city , a her e-rule municipal corporation, acting by and through its duly authorized Assistant Cray
Manager, and The Center, For Nonprofit Management, Inc. ("Consultant"), a Texas nonprofit
t
corporation, acting by and through Nancy Payne, its duly authorized Director of Counseling.
WHEREAS, the City of F ort Worth applied for and received grant funds from The Wallace
Foundation to improve learning and enrichment opportunities for children through, among ether things,
building systems to provide children with after-sc ho+ 1, summer, and other out-of-school time "OST"),
programs for all of Fort Worth's youth,
WHEREAS, during the term of The Wallace Foundation grant, the City of Fort Worth, through
its 'Parks and Co+ mmu�nity Services Department ("Sponsor"), will use the grant funds to initiate a citywide
system to support and strengthen the aftersch of and summer programming in the local community and
throughout the City of Fort Werth, said program otherwise known as Strengthening Progra ms through.
Advocacy, Resources, and Collaboration ("SPARC");
WHEREAS, The Wallace Foundation grant establishes as one of its key goals the establishment
of a sustainable citywide OST program coordinating entity,;
WHEREAS, to accomplish this goal, the City has proposed that a nonprofit c rga�nizatic n be
created as the coordinating entity for the put-pose of improving, strengthening, and sustaining the SPARC
initiatives and
WHEREAS, the Consultant has offered ed tc provide professional consulting services to guide and
direct the creation of a nonprofit organization that will serve as 'the coordinating entity for the SPARC
initiative.
NOW HE FORE, in consideration of the mutual covenants and agreements herein
expressed, the parties agree as fellows
1. SCOPE OF SERVICES.
1,1 Consultant hereby agrees to provide the City with professional consulting services for the
purpose of guiding and directing the formation of a legally constituted nonprofit entity under the laws of
the'State of Texas and the United States that will serve as the coordinating entity for the SPARC initiative
("'SPARC Nonprofit"). The services shall he split into the following two phases: 1 Phase 1, which
consist of nonprofit formation and executive recruiting services, and phase ff, which will consist of
strategic planning services. Attached hereto and incorporated for all purposes incident to this Agreement
is Exhibit A, which specifically describes the services to be provided liereu.under("Services"). Consultant
agrees to perform all Services in accordance,with the highest professional industry standards.,
2. CREATION OF THE SPARC NONPROFIT ENTITY
2.1 Once the SPARC Nonprofit exists as a legal entity registered to do business in the State
of Texas, then the parties shall have thirty (3 0) days to amend this Agreement to add the SP A RC
Nonprofit as a. party to this Agreement, For purposes of this Agreement, the SPARC Nonprofit will
legally exist on the date stamp � y of State (or
OFFICIAL RECORD
stamped on the certificate �.�f formation b the Texas Secretary
Professional Set-vices Agreement wit s I h Center For Nonpraf t . t, E I � 1 2014
FT6 WORTHo 1TMX
another future effcctive &-ite, if one is specified on the certificate of formation). If this Agreement is not
,amended to add the SPA RC Nonprofit as a party within the deadline prescribed above, then this
Agreement shall automatically terminate upon the expiration of said deadline. If the Agreement
terminates pursuant to this Section 2, then the City shall pay Consultant for Services actually perfori-ned
in accordance herewith prior to such, termination, less such payments as, have been previously made, in
accordance with a final statement submitted by Consultant documenting the performance of such
Services.
31's TERM AND TERMINATION.,
3,1 Term. Unless terminated earlier pursuant to the terms, of this Agreement, this
Agreement shall commence upon the Effective Date and terminate on September 310, 2014 or upon final
payment to the Consultant by City, whichever is earlier. Articles 5, 7, 8 and 9 herein shall survive the
term of this Agreement.
3.2 Termination for Convenience.
3.2.1 The City may terminate this Agreement for its convenience upon ten (101) days
written notice to Consultant. Upon receipt of such notice, Consultant shall
immediately discontinue all Services and work 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. If the City terminates this Agreement under this section, the City
shall pay Consultant, for Services actually performed in accordance herewith
prior to such termination,, less such payments as lave been previously made, in
accordance with a final statement submitted by Consultant documenting the
performance f'such Services.
3.2.2 Consultant may, for any reason, terminate this Agreement upon thirty (30) days
written notice to the City. Consultant shall provide the City with copies, of all
completed or partially completed documents prepared under this Agreement on
or before the effective date of termination. If the Consultant terminates this
Agreement under this section, the City shall pay Consultant 'for Services
actually performed, in actor nee herewith prior to such termination, less such
payments as have been previously made, in accordance with a final statement
submitted by Consultant documenting the performante of such Services
31.3 Termination for Cause. The C'it may terminate this Agreement for cause in the event
Consultant fails to perform in accordance with the terms and conditions, contained herein. In such event,
City shall give Consultant written notice of Consultant's failure to perform, giving Consultant fourteen
(14) calendar days to come into compliance with the Agreement requirements. If Consultant fails to
come into compliance with this Agreement, City shall notify Consultant, hi writing, and this Agreement
shall be terminated,as of the date of such notification. In such event, Consultant shall not be entitled to
any compensation and shall repay all sums paid to Consultant, pursuant to this Agreement as fall
satisfaction and discharge of all of City's obligations and liabilities under this Agreement. Any
repayment must be made within thirty(30)(lays after written request by the City.,
3.4 Non.-,qppropriati,on of Funds. In the event, no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
Professional Services Agreement with The Center For Nonprofit Management,Inc. 2 of 12
appro�p�riations, 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 shall have been appropriated.
3.5 Upon termination of this Agreement for any reason,,, Consultant shall, provide the City
with originals and copies, of all completed or partially completed work prepared under this Agreement
within thirty (30) calendar days after the effective to of termination, unless otherwise stated in this
Agreement.
4. COMPENSATION.
4.1. The City shall pay Consultant an amount not to exceed Nineteen Thousand Six Hundred
Forty Dollars and No Cents, ($19,640.100) in accordance with the terms of this Agreement, which shall
constitute full compensation for all Services rendered and materials furnished by Consultant undet- this
Agreement. The Parties may amend this Agreement to allow for additional payment,if additional services
are required.
4.2 The City shall pay the Consultant in the following installments set forth below and
reiterated in Exhibit A.-
4.2.1 Phase LA—Nonprofit Formation.-, $3,400.00
4.2.2 Phase I.B. — 'Executive Recruiting: $9,540.,001
4.2.3 Phase 11— Strategic Plannmg: $6,700.00
4.3 The City shall make each installment payment within tl-drty (30) calendar days after
acceptance, receipt, and approval by City of the respective Service or Work Product (as, hereinafter
defined)and any invoices or progress reports required by the City. In the event of a disputed or contested
billing, only that portion so contested may be withheld from payi-rent, and the undisputed portion will be
paid.
4.4 Consultant shall not perform any additional set-vices for the City not specified by this Agreement
unless the City request's and approves in writing the additional services, and costs for such services. The
City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless
the City first duly approves, such expenses in writing.
5*1 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.
5.1 City shall own all right, title, and interest in the work produced by Consultant under this
Agreement (collectively, "Work Product") at a,ll times throughout the world. Further, City shall be the
sole and exclusive owner of all copyright,
I , patent, trademark, trade secret and. other proprietary rights in
and to the Work Product. Ownership, of the Work Product shall inure to the benefit of the 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 shall be considered a "work-
made-for-hire" within the meaning of the Copyright Act of 19,76, as amended, and City will be considered
the author of the Work Product, with all rights appurtenant thereto. 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,, Consultant hereby expressly assigns, sells, and transfers, and to the
extent any such assignment, sale, or transfer cannot be made at the present time to City, agrees to,assign,
sale, and transfer, 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, and all other proprietary rights therein, that the
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 the City. Consultant shall have no copyright or other intellectual
Professional Services Agree ment with,rhe Center For Nonprolfit Management,Inc. 3 of 12
property interest in the Work Product., Notwithstanding the foregoing, all trademarks, tradena,mes, service
marks and other similar intellectual property rights of Consultant (collectively, the "Consultant
Intellectual Property") will be,, are, and shall remain the exclusive property of Consultant and City shall
not assert ownership of any of the Consultant Intellectual Property during the term of this Agreement, at
any time subsequent to the expiration of the term of this Agreement or the earlier termination of this
Agreement.,
5.2 The City shall have access, to and be entitled to review and copy any portion of the Work
Product at any time.
6, DISCLOSURE OF CON FLICTSAND CONFH)ENTtAL !NFORMATION,
6-1 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 under this Agreement,. In
the event that any conflicts of interest arise after the Effective'Date of this Agreement, Consultant hereby
agrees inunediately to make full disclosure to the City in writing. Consultant.,, for itself and its officers,
agents and employees,, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to,a third party without the prior written approval
of the City. Consultant shall store and maintain City informatioln in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City information in any way. Consultant
shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
7, RIGIIr 1""TO AUDIrl'.
7.1 Consultant ag-rees, that the City shall, until the expiration of three years after final
payment under this contract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers, and records of the Consultant, involving transactions relating to tNs
Agreement at no additional, cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
City shall give Consultant reasonable advance notice of intended audits.
7.2 Consultant further agrees to, include in all its subcontractor agreements hereunder a
provision,to,the effect that the subcontractor agrees that the City shall, until expiration of three years after
final payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such SUbcontractor involving transactions related 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 work space in order to conduct audits in
compliance with the provisions of' this paragraph. City shall give subcontractor reasonable notice of
intended audits.,
81 INDEPENDENT CONTRACTOR.
8.1 It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement,, Consultant
shall 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, contractors and
subcontractors. Consultant acknowledges, that the doctrine of respontleat superior shall not, apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
Professional services Agreement with The Center For Nonprofit Management,Inc. 4 of 12
employees, servants, contractors and subcontractors. Consultant f-urther agrees that nothing herein shall
be construed as the creation of a partnership or J'oint enterprise between City and,Consultant.
ns
91 LIABILITY AND INDEMNt"ACATION.
9.1 LIABI]LITY. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERS011" INJURY,
INCLUDING, BUT NOT LIMITED TO,DEATI1,TO!ANY AND ALL PERSONS, OF ANY KIND
HE EAL y rjjIE
OR CHARACTER, WTHER R OR A SSERTED, TOT H E EXTEN T CAUSED B
NEGLIGENT ACT(S)OR OMISSION(S)I,MALFEASANCE OR INTENTIONAL MISCONDUCT
OF CONSULTANT,ITS OFFICERS, AGE,NTS, SERVANTS OR EMPLOYEES.
9.2 INDEMNIFICATION. CONSULT ANr r COVENANTS AND AGREES TO AND
DOES IIEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE,
THE CITY FROM AND AGAINST' ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS,
ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCI..jLTDING,
BUT NOT LIMITED TO, ATTOiRNEY'S FEES AND COSTS OF DEFENSE , PROCEEDINGS,
DEMANDS, DAMAGES,, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE
INCLUDING,BUT NOT LINUTED TO,THOSE FOR,PROPERTY LOSS (INCLUDING,BUT NOT
LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PRO S, AND
PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO,
DEATH) TO A. Y AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF'
DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHET R REAL OR
ASSERTED, TO TIM EXTENT ARISING OUT OF OR RESULTING FROM THE NEGLIGENT
OR INTENTIONAL ACTS, ERRORS, OR OMISSIONS OF CONSULTANT, AND ITS OFFICERS,
AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES,
AND/OR CONSULTANT'S CONTRACTORS AND r"j,HEIR RESPECTIVE OFFICERS, AGENTS,
EMPLOYEES, 'DIRECTORS, MENIBERS, PARTNERS, AND REPRESENTATIVES IN
CONNECTION WITH THE EXECUTION, PE'RFORMANCE, ATTEMPTED PERFORMANCE,
OR NONPERFORMANCE OF THIS CONTRACT, EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABI]LITY 110 THE
EXTENTRESULTING FROM THE NEGLIGENCE OR INTENTIONAL ACTS, ERRORS OR
OMISSIONS OF THE CITY AND ITS OFFICERS, AGENTS, EMPLOYEES, DIRECTORS,
NIFEMBERS,PARTNERS,AND REPRESENTATIVES.
9.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST
THE CITY IN CONNECTION WITH ANY'SUCH LIABILITY OR CLAIM, CONSULTANT, ON
NOTICE FROM THE CITY, SHALL DEFEND SUCH, ACTION OR PROCEEDING, AT
CONSULTANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY.
9.4 Consultant shall requit e all of its subcontractors to include in their subcontracts a release
and indemnity in favor of the City in substantially the same form as above.
10. ASSIGNMENT AND SUBCONTRACTING.
10.1 Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior, written consent of the City. If the City grants consent to an assignment,,
the assignee shall execute a written agreement, with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under,this Agreement. The Consultant and
assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City
Professional Services Agreement with The Center For Nonprofit Management.Inc. 5 of 12
oTants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant
tr
referencing thi's Agreernent under which the subcontractor shall agree to be bound by the duties and
obligations of the Consultant under this Agreement as such duties and obligations may app�ly, The
Consultant shall provide the City with a fully executed copy of any such subcontract,,
11. INSURANCE,
11.1 Consultant shall provide the City with certificate(s), of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any work,
pursuant to this Agreement.-
I L 1.1 Coverage and Limits..
(a) Commercial General. Liability
1,000,000 Each Occurrence
1,000,000 Aggregate
(b) Automobile Liability
$1700000 Each accident on a combined single limit basis or
$250,0010 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$I oopo Property,damage
Coverage shall be on any vehicle used by the Consultant, its employees,,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned. Such coverage shall also include a waiver of subrogation in favor
of the City.
(c) Worker's Compensation
Statutory limits
Employer's liability
100,000 Each accident/occurrence
$
10 ,000 Disease- per each employee
$500,000 Disease-policy limit
This coverage may be written as follows-.
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers'
Compensation Act (Art. 8308 — 1.01. et sect. Tex. Rev. Civ. Stat.,) and,
minimum policy limits for Employers' Liability of $100,000 each
accident/occurrence, $5001, 01 bodily injury disease policy limit and
$100,0100 per disease per employee. Such coverage shall also include a
waiver of subrogation in favor of the City.
(d) Errors&Omissions (Professional Liability)-.
$1,000,000 Per Claim andAg,gregate
If coverage is written on a claims-made basis, the retroactive date shall
Professional Services Agreement with The Center For Nonprofit Management,Inc. 6 of 12
be coincident with or prior to the to to the contractual agree ment. 'The
certificale of insurance shall state that the coverage is clainis-made and
include the retroactive date. 1"he insurance shall be maintained for the
durr ati,on of the contractual agreement and for five years following
completion ofthe services, provides under tl e!contractual agreement or
for the warranty period, wilichever is longer. An annual certificate of
insurance submitted to the City shall evidence coverage.
11.1.2, Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
p,ursuant to this A&Tcement. All applicable policies shall be endorsed to name the City as
an additional, insured thereon, as its interests may appear. The, terra City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted services.
Any fiailure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. The City reserves, the right to make
rea,sonable requests or revisions pertaining to the types and, linifts f' ghat coverage. A,
minirnurn of thirty (30) days" notice of cancellation or reductioil in limits of coverage
shall be provided to the City. Ten ('101), days' notice shall be acceptable *in the event of
non-paynient of premiuni. Such terms shall be endorsed onto ("'.oinsultant's, insurance
policies,. Notice shall be sent to the is Manager, City of Foirt Worth, 10�O�O
Tluock.i,norton, Fort Worth, Texas 76102, it copies to the City Atto,mey at the same
address.
120, COMPLIANC,Ei WITH LAWS, ORDINANCU,'S. Ul-,jES, AND REGULATIONS.
12.1 Consultant agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations. If the City notifies Consultant, of any violation of such laws, ordinances., rules, or
regulations, Consultant shall immediately desist from and correct, the violation.
13. NON-DISCRIN11NA"I"JON COVENANT.
13A Consultant, f'olr itself its personal representatives, assigns, subcontractors and successors,
in interest, as part of the consideration herein, agrees that in, the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment, of any individual or group
of individuals on any basis Prohibiteldby law. If"any claim arises, from an, alleged, violation of this non-,
discrimination covenant by Consultant, its persoinal, representatives, assigns, subcontractors or successors
in interest, Consultant agrees to assume such liability and TO INDEMNIFY AND, DEFEND THE,
CITY AND UOLD THE CITY RARMLESS FROM SUCH CLAIM,.
1,14. NOTICES.
14.1 Notices re(ju ire d pursuant to the provisiotis of this Agreemetit shall be conclusively
determined 'to have been delivered when (1) hand-delivereld to the other party, its agents, employees,
servants or representatives,, (2) delivered by facsimile with electronic confirmation of the, transmission, or.
(3) received by the other, , arty by United States Mail, registered, return receipt requested, addressed, as,
,P
f
ol�,lows:
To cirvy.. ro CONSULTANT:
Professional Services Agreement wits'The Center For N nprofit Managetnent,Inc. 7 of 12
City of Fort Worth Center For Nonprofit Management
Parks,and Community Services Department Attn: Cynthia B. Nunn, President
Attn.-Director 2902 Floyd Street
4200 South Freeway, Suite 2200 Dallas, TX 75204
Fort Worth TX 76115
15. GOVERNMENTAL POWERS,
1 It is understood and, agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
16. NO WAIVER AND SEVERABILITY.
16.1 The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right, granted herein shall not constitute a waiver of the
City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on
any future occasion.
16.,2 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.
17. GOVERNING LAW/VENUE
17.1 This Agreement shall be construed in accordance with the internal laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, is brought on the 'basis of this
Agreement, venue for such action shall, 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 "ORCE MAJEURE,
18.1 The City and Consultant shall. exercise their commercially reasonable 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 (force
Ana jeure), including, but not limited to, compliance with and government law, ordinance or regulation,
acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots,, material or
labor restrictions by any governmental authority, transportation problerns andJor any other similar causes.
19. HEADINGS NOTCONTROLLING.,
19.1 Headings and titles used in this Agreement are for reference purposes only and shall, not
be deemed a part of this Agreement.
20, REVIEW OF'COUNSEL AND SIGNATURE AUrIl 110RITY.
20.1 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 shall not be employed in the interpretation of this Agreement or exhibits'hereto.
20.2 The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has been granted
Professional Services Agreement with The Center For Nonprofit Management,Inc. 8 of 12
by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled
to rely on thus warranty and representation in entering into tl-y.s Agreement.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
21.1 No extension, ii-i orb ification or amendment of this Agreement shall be biinding upon a
party hereto un-less such extension, modification, or amendment is set forth in a written instrument, which
is executed by an authorized representative and delivered on, behalf of such party.
22. ENTtRETV OF AGREEMENT.
22.1 This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated. herein by reference, contains the entire understanding and agreement between the City, and
Consultant, their assigns and successor's 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Tarrant County,
Fort Worth, Texas to be effective as of the Effective Date.
CITY OF FORT WORTH:� THE CENTER FOR NONPROFIT
MANAGEM'EN'l", INC.
00
'By: ....... By:
-i
san Alanis Cynthia B. Nui n
ssistant City Manager President
Date 0 Date: . ......
APPROVED AS TO FORM AND LEGALITY:
By:
Assi City Attorney
AT T
By
a 1.
t ry
No M&C required
OFFICIAL RECORD
CITY SEGRETAIM
Ffe WORTH,TX
Professional Services Agelement with'I'lie Center For Nonprofit Management,Inc. 9 of 12
EXHIBI T A
SCOPE F WORK
Phase I.
A.
Nonprofit
w
1. Desired Outcomes.
a.. SP ARC staff will understand their role and best practices in board governance and
fundraising through comprehensive staff/board working sessions to support their efforts in
developing a legally constituted nonprofit organizational structure. SP ARC will, have all
necessary information to form the SPARC Nonprofit.
2. Work Sessions
n. In carder to develop the appropriate organizational structure for incorporation and filing,
Consultant shall facilitate one 3-4 hour work session with key SP ARC staff members to
include, but net he limited to, development of the following
i.
Organizational structure;
i. Transition from current governance committee to a new board of directors structure,
iii. Composition of the heard of directors;
v. Qualifications, code of ethics, and conflict of interest statements for the board of
directors,
v. Committee structure,
vi. Membership categories,
il. Recruitment policy for the board of directors, and
i. Preliminary hid, et construction for first y
year startup.
h. SPARC will engage a certified public accountant ("CPA") and/or attorney to prepare and file
necessary documents for the formation of the Spec Nonprofit. Consultant shall, facilitate
and provide Best practice consulting in a one 4 hour work session or two 2 hour work sessions
with key SPARC staff members to support the work of SPARC staff and the attorneys and
Cp that are involved with the formation of the SP ARC Nonprofit.
c. Consultant will document all work and findings..
3, Deadline. The Consultant shall conduct these work sessions on or before December 31, 2013..
Professional Services Agreemc nt with The Center For Nonprofit Management,Inc. 10 oaf`12
Phas,e I
B.
Executive Recruiting woo*0*0000610 0***10 000 6@ 000..$91,540
1. Conduct hiring process for Chief Executive Officer("CEO") of the SPARC Nonprofit
a. Advertise the CEO Job Posting for days, with the following organizations, in an amount not
to exceed those listed in subsections (i)-(iii).
i. Center for Nonprofit Management..
ii Texas, Association Nonprofit Organizations..............$6x.00
ii Vii,. The'Nonprofif uneS ........................... o.$200.00
b. Work with the City to identify sources to recruit viab�le candidates
c. Collect, log, and review all resumes
d. Conduct phone screens for the top 10-15 candidates,
e. Conduct ire-person interviews for the top candidates, and provide a documented summary of
interviews
f Select the top 4-5 candidates to be interviewed by an interview panel composed of key
community leaders and City representatives ("Interview Panel")
g. Provide the Interview Panel with a list of customized behavioral interview questions
h. Provide the Interview Panel with a customized rating sheet to facilitate the identification of
the final candidate
i. Conduct reference check, credit check, and background check for final candidate
j. Provide sample regret letter and offer letter
k. Work closely with, the prospective board of directors and/or the Interview Panel to customize
the process for 'the SPAR Nonprofit and ensure appropriate and frequent communication,
throughout the process.
1. Perf:brm up to two iterations of the search process to identify the right candidate as
determined by the Interview Panel.
2,. Deadline. The Consultant shall complete the executive recruiting process, including all items listed
above, on or before January 31, 2014.
4
Professional Services Agreement with The C,enter For Nonprofit Managernent,Inc. 1 I of 12
Phase 11
Strategic Planning
1. Desw* ed Outcomes
a. SPARC Nonprofit will have a strategic plan with measurable goals and strategies, to achieve
its mission.
b. SPARC Nonprofit will have an annual operating plan with measurable goals and strategies.
2. Strategic Plan for SPARC: Nonprofit
a. Preparation for Strategic Planning Retreat
i. Consultant shall facilitate a 2 hour meeting with the chair of the board of directors
and key staff of the SPARC Nonprofit to discuss the process and timing for a
strategic planning workshop. Consultant will lead a discussion to determine the
retreat agenda and to identify the planning participants,.
ii.Consultant shall facilitate a discussion to
A. Determine relevant internal and external data that needs to be collected (such.
as competition,, government regulations, economic impact, provider surveys,
focus groups, etc.),
B. Develop a research methodology; and
C. Identify a retreat presenter.
b. Strategic Planning Retreat
#.
Consultant shall facilitate -6 hour retreat for the SPARC Nonprofit to strategically
1 a, 5
plan the measurable goals and strategies, to achieve its mission, with an agenda that
might include:
A. Expectations and meeting principles;,
B. Overview of current community needs;
C. Review vision statement,, mission statement, and values-,
D. Brainstorm goals and strategies for the future;
E. Prioritize goals; and
F. De,termiiie strategies.
3. First Year Operating Plan
a. Consultant shall facilitate two 3-4 hour sessions with key SPARC Nonprofit members to
create a detailed operating plan to support goals and strategies from the strategic planning
retreat. The operating plan will identify first-year action steps,, timeline for completion,
individual or team responsible to complete the actions, and measurements delineating
successful completion. Should another action planning session be required, each 3-4 hour
session would be$1,200.
4. Documentation
a. The City shall receive complete documentation of the strategic plan and first year operating
plan, along with a sample form to use for tracking goals and strategies.
51, Deadline. The Consultant shall be responsible for conducting the services provided in this Phase 11
from January 1, 2014 through April 30, 2014.
Professional Services Agreement with The Center For Nonprolit Management,Inc, 12 of 12