HomeMy WebLinkAboutContract 46597 r
CITY SECRETAW
CONTRACT NO. 55
LEGACY PROJECT AGREEMENT
Congress for the New Urbanism and the
City of Fort Worth
This Agreement is made effective as of March �3 , 2015 ("Effective Date"), by and
between City of Fort Worth, of 1000 Throckmorton St., Fort Worth, Texas 76102, and Congress
for the New Urbanism, of 140 S. Dearborn St., Ste. 440, Chicago, Illinois 60603. In this
Agreement, the party who is receiving services shall be referred to as "Fort Worth", and the party
who will be providing the services shall be referred to as "CNU". Therefore, the parties agree as
follows:
1. DESCRIPTION OF SERVICES.
1.1 CNU hereby agrees to provide Fort Worth with professional consulting services
for the purpose of consultation and technical expertise to conduct a charrette to be held on or
about March 19-22, 2015 and entitled for the Six Points Urban Village Legacy Project ("Legacy
Project"). The charrette will consist of the following services (collectively, the "Services"):
Update and expand the Six Points Urban Village Master Plan to 1) determine a conceptual
layout of streetscape improvements that could potentially be funded with 2014 Bond Program
and other funds, and 2) identify and depict urban design approaches to structure public and
private investment to achieve an "Urban Village" outcome.
2. PERFORMANCE OF SERVICES.
2.1 Work for the Legacy Project will be divided between CNU and Fort Worth as
follows:
Assembling Visiting Professional Teams: CNU will be responsible for assembling the members
of the Visiting Professional Teams that will be conducting the work (charrette(s)/ in collaboration
with the local site team. The teams will be in communications with the local site teams as needed.
Public Outreach: Fort Worth will be responsible for developing and implementing an outreach
plan that emphasizes social equity. The outreach plan will seek to engage the members of the
immediately surrounding neighborhoods in addition to affected business and property owners
through notices in Spanish and English and through High School students by working with one of
the local stakeholder groups.
Existing Conditions Data Collection: Fort Worth will be responsible for collecting and
n consolidating data into a report for the visiting professional team.
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rm Charrette/workshop preparation: Fort Worth will be responsible for the preparation of the actual
o charrette event.
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�:o Charrette Follow-up: CNU staff will work with the Visiting Professional Teams to create the final
product (report, white paper, etc.). Fort Worth will provide assistance as requested. This final
C=? product will include the presentation for CNU23 to discuss and dis lay the work done.
3. PAYMENT. OFFICIAL. RECORD
CITY SECRETARY
Professional Services Agreement with the Congress for New Urbanism FT. WORTH, TX 1 of 1
3.1 Fort Worth shall pay a fee to CNU for the Services in an amount not to exceed
$10,000.00. This fee shall be payable in a lump sum upon execution of this Agreement and
receipt of an invoice. This fee shall cover all expenses related to the Visiting Professional Teams
and CNU volunteers or employees, including fees, travel expenses, food and lodging, supplies,
and incidentals related to the Legacy Project.
3.2 CNU shall not perform any additional services for Fort Worth not specified by
this Agreement unless Fort Worth requests and approves in writing the additional services and
costs for such services. Fort Worth shall not be liable for any additional expenses of CNU not
specified by this Agreement unless Fort Worth first duly approves such expenses in writing. Fort
Worth and CNU may amend this Agreement to allow for additional payment if additional
services are required.
4. TERM.
4.1 Unless terminated earlier pursuant to the terms of this Agreement, this
Agreement shall commence upon the Effective Date and terminate or upon completion of the
Services specified whichever is earlier. Articles 5, 6, 7, and 8 herein shall survive the term of
this Agreement.
5. INTELLECTUAL PROPERTY.
5.1 The following provisions shall apply with respect to copyrightable works, ideas,
discoveries, inventions, applications for patents, and patents (collectively, "Intellectual
Property"):
5.1.1 CNU and the Visiting Professional Team shall own all right,title, and interest in the
work produced by Consultant under this Agreement (collectively, "Work Product") at all times
throughout the world and any Consultant recommendations arising out of the charrette may or
may not be implemented by Fort Worth or its designated agents in its discretion. Further, CNU
and the Visiting Professional Team shall 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 shall inure to the benefit of CNU and the Visiting Professional Team 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 1976, as amended, and CNU
and the Visiting Professional Team 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, Ft. Worth hereby expressly assigns, sells, and transfers, and to the extent any such
assignment, sale, or transfer cannot be made at the present time to CNU and the Visiting
Professional Team, 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 CNU and the Visiting Professional Team may
have or obtain, without further consideration, free from any claim, lien for balance due, or rights
of retention thereto on the part of CNU and the Visiting Professional Team. Notwithstanding the
foregoing, it is further understood that Ft. Worth shall have a non-transferable royalty-free
perpetual license to may make such non-commercial use of the work product as it may deem
desirable, and CNU and the Visiting Professional Team hereby specifically agrees that Ft. Worth
Professional Services Agreement with the Congress for New Urbanism 2 of 2
may publish and disseminate any report or any part thereof in conjunction with its customs and
program of work.
6. RIGHT TO AUDIT.
6.1 CNU agrees that Fort Worth shall, until the expiration of three years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the CNU involving transactions
relating to this Agreement at no additional cost to Fort Worth. CNU agrees that Fort Worth shall
have access during normal working hours to all necessary CNU facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. Fort Worth shall give CNU reasonable advance notice of intended audits.
6.2 CNU further agrees to include in all its subcontrac�or agreements hereunder a
provision to the effect that the subcontractor agrees that Fort Worth 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 Fort Worth 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. Fort Worth shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
7.1 It is expressly understood and agreed that CNU shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of Fort Worth. Subject to and in accordance with the conditions and provisions of this
Agreement, CNU 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. CNU acknowledges that the doctrine of respondeat
superior shall not apply as between Fort Worth, its officers, agents, servants and employees, and
CNU, its officers, agents, employees, servants, contractors and subcontractors. CNU further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between Fort Worth and CNU.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY. CNUSHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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(:), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CNU, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2 INDEMNIFICATION. CNUCOVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE,
FORT WORTH FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,
JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS,
FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF
DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
Professional Services Agreement with the Congress for New Urbanism 3 of 3
OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS'
COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE)
AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO,DEATH)TO ANY
AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS
SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR
OMISSIONS OF CNUAND/OR CNU'S CONTRACTORS AND THEIR RESPECTIVE
OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND
REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE,
ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS CONTRACT,
EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE GROSS
NEGLIGENCE OF FORT WORTH.
8.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST FORT WORTH IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM, CNU, ON NOTICE FROM FORT WORTH, SHALL DEFEND SUCH ACTION
OR PROCEEDING, AT CNU'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO FORT WORTH.
8.4 CNU shall require all of its subcontractors to include in their subcontracts a
release and indemnity in favor of Fort Worth in substantially the same form as above.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 CNU shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of Fort Worth. If Fort Worth grants consent to
an assignment, the assignee shall execute a written agreement with Fort Worth and the CNU
under which the assignee agrees to be bound by the duties and obligations of CNU under this
Agreement. The CNU and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If Fort Worth grants consent to a subcontract, the
subcontractor shall execute a written agreement with the CNU referencing this Agreement
under which the subcontractor shall agree to be bound by the duties and obligations of the
CNU under this Agreement as such duties and obligations may apply. The CNU shall provide
Fort Worth with a fully executed copy of any such subcontract.
10. INSURANCE.
10.1 CNU shall provide Fort Worth 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. CNU has an ongoing duty to provide Fort Worth with
an annual certificate of insurance to evidence coverage. Such insurance shall cover all insurable
risks incident to or in connection with the execution, performance, attempted performance or
nonperformance of this Agreement. CNU shall maintain the following coverage and limits
thereof:
10.1.1 Coverage and Limits
(a) Commercial General Liability
i. $1,000,000 Each Occurrence
ii. $1,000,000 Aggregate
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(b) Professional Liability—Errors & Omissions
i. $1,000,000 Each Occurrence:
ii. $1,000,000 Annual Aggregate Limit
iii. This coverage shall protect the insured against claims
arising out of alleged errors in judgment, breaches of
duty and wrongful acts arising out of their management
duties.
10.2 Additional Requirements
10.2.1 Insurers of CNU's insurance policies shall be licensed to do business in
the state of Texas by the Department of Insurance or be otherwise eligible and
authorized to do business in the state of Texas. Insurers shall be acceptable to
Fort Worth insofar as their financial strength and solvency and each such
company shall have a current minimum A.M. Best Key Rating Guide rated of A-:
VII or other equivalent insurance industry standard rating otherwise approved by
Fort Worth.
10.2.2 Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. The certificate of insurance shall state the coverage is claims-made
and include the retroactive date.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
11.1 CNU agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If Fort Worth notifies CNU of any violation of such laws,
ordinances, rules or regulations, CNU shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
12.1 CNU, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
CNU's duties and obligations hereunder, it shall 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 CNU, its personal representatives,
assigns, subcontractors or successors in interest, CNU agrees to assume such liability and TO
INDEMNIFY AND DEFEND FORT WORTH AND HOLD FORT WORTH HARMLESS
FROM SUCH CLAIM.
13. NOTICES.
13.1 Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered 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 party by United States Mail,
registered, return receipt requested, addressed as follows:
To CITY: To CNU:
City of Fort Worth Congress for the New Urbanism
Professional Services Agreement with the Congress for New Urbanism 5 of 5
Planning and Development Department
Attn:Eric Fladager Attn:Lynn Richards
1000 Throckmorton 140 S. Dearborn St., Ste 440
Fort Worth TX 76102 Chicago, IL 60603
Phone: 817-392-8011 Email: lrichards@cnu.org
Email: eric.fladager@fortworthtexas.gov
14. GOVERNMENTAL POWERS.
14.1 It is understood and agreed that by execution of this Agreement, Fort Worth does
not waive or surrender any of its governmental powers.
15. NO WAIVER AND SEVERABILITY.
15.1 The failure of Fort Worth or CNU 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
Fort Worth's or CNU's respective right to insist upon appropriate performance or to assert any
such right on any future occasion.
15.2 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.
16. GOVERNING LAW/VENUE.
16.1 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.
17. FORCE MAJEURE.
17.1 Fort Worth and CNU 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
(force majeure), 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, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
18. HEADINGS NOT CONTROLLING.
18.1 Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
19. REVIEW OF COUNSEL AND SIGNATURE AUTHORITY.
19.1 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.
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19.2 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 by proper order, resolution, ordinance or other authorization of the
entity. The other party is fully entitled to rely on this warranty and representation in entering into
this Agreement.
20. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
20.1 No extension, modification or amendment of this Agreement shall be binding
upon a party hereto unless 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.
21. ENTIRETY OF AGREEMENT.
21.1 This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement
between Fort Worth and CNU, 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.
22. COUNTERPARTS.
22.1 This Agreement may be executed in one or more counterparts, each of which will
be considered an original, and all of which taken together will constitute on and the same
instrument and will be effective as of the Effective Date.
SIGNATORIES. This Agreement shall be signed and effective as of the date first above written.
CITY OF FORT WORTH: C0 GRES OF TH RBANISM
By: By.
Fernando Costa 4resi
ynn Richards
Assistant City Manager nt a d CEO
Date: -14 /3A5- Date: ��
APPROVED AS TO FORM AND LEGALITY:
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By: ►yJ (A,
Melinda Ramos
Senior Assistant City Attorney
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By:
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X S CITY SECRETARY
Professional Services Agreement with the Congr nism 7 of 7
FT. WORTH,TX
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No M&C required
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