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HomeMy WebLinkAboutContract 46633 CITY SECRETARY CONTRACT 110.-LkO STATE OF TEXAS § § KNOWN ALL BY THESE PRESENTS: COUNTY OF TARRANT § This Contract is entered into by and between the City of Fort Worth (`City"), a home-rule municipality located within Tarrant, Denton, Parker, and Wise Counties, Texas, acting through Rudy Jackson, its duly authorized Acting Assistant City Manager, and the Shelter Planners of America, Inc. ("Consultant"), acting through Mike Barnard, its duly authorized President. City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WITNESSETH: That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: ARTICLE 1. SERVICES Consultant hereby agrees to perform as an independent Consultant the services set forth in the Scope of Work attached hereto as Attachment"A". ARTICLE 2. COMPENSATION City and Consultant agree that the work shall be performed pro bono, but that consideration for the contract shall be i) the mutual exchange of promises to perform as described herein; and ii) the exchange of professional services to be performed by Consultant shall be recognized by a certificate of appreciation and other forms of recognition by the City of Fort Worth of Consultants assistance in improving the animal shelter. ARTICLE 3. TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a a term of one year or until completion of the Scope of Work, whichever occurs first, i beginning upon the date of its execution. n a OFFICIAL RECORD m a CITY SECRETARY FT.WORTH,TX co N 413% Shelter Planning Agreement—Shelter Planners of America Page 1 of 13 ARTICLE 4. INDEPENDENT CONTRACTOR Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. ARTICLE 5. PROFESSIONAL COMPETENCE AND INDEMNIFICATION Work performed by Consultant shall be performed in accordance with that standard of care exercised by professionals performing similar work in the state and shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approvals issued by the City or another entity shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. ARTICLE 6. INTELLECTUAL PROPERTY Section 1. Rights in data. The City shall have unlimited rights in all data delivered under this contract, and in all data first produced in the performance of this contract. Section 2. Intellectual property rights and ownership. All work product developed by Consultant under this contract shall be the sole property of the City and the City shall have unlimited rights in such work product. All work product developed by Consultant under this contract and rights, title, and interests to all intellectual property shall vest in the City. Contactor affirmatively, by executing this contract, disclaims all such intellectual property interests in favor of the City. Shelter Planning Agreement—Shelter Planners of America Page 2 of 13 In the event that any rights, titre, or interest shall by operation of law or otherwise fail to vest in the City or become void or voidable, Consultant shall a) transfer all rights, title, and interest to intellectual property to the City; or altematively and at the discretion of the City the Consultant shall b) grant an unlimited license for publication, sale, reproduction, or use by the City and its authorized sublicensees of all intellectual property developed under this contract. Consultant agrees to timely execute any documents or take any other actions as may reasonably be necessary, or as the State may reasonably request, to perfect the State's ownership, license, or other rights to any work product. Consultant shall not use, sell, transfer, or authorize a third party to use any work product, copyrights, trademarks, or other intellectual property (or derivatives thereof) of the work product developed under this contract without the express written consent of the City. ARTICLE 7. INDEMNIFICATION Section 1. CONSULTANT DOES HEREBY RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTION WHICH MAY ARISE DUE TO ANY LOSS OR DAMAGE TO PERSONAL PROPERTY, OR PERSONAL INJURY, AND/OR DEATH, OCCURRING AS A CONSEQUENCE OF THE CONSULTANT'S WORK OR OPERATIONS, WHEN SUCH INJURIES, DEATH, OR DAMAGES ARE CAUSED BY THE SOLE NEGLIGENCE OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR CONSULTANTS, OR THE JOINT NEGLIGENCE OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS AND ANY OTHER PERSON OR ENTITY. Section 2. The obligations of the Consultant under this Article shall include, but not be limited to, the burden and expense of defending all claims, suits and administrative proceedings (with counsel reasonably approved by the City) and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons. Upon leaming of a claim, lawsuit, or other liability which Consultant is required hereunder to indemnify, City shall provide Consultant with reasonable timely notice of same. Shelter Planning Agreement—Shelter Planners of America Page 3 of 13 The obligations of the Consultant under this paragraph shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. ARTICLE B. INSURANCE Section 1. Insurance coverage and limits The Consultant certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract. Prior to commencing work, the Consultant shall deliver to City, certificates documenting this coverage. The City may elect to have the Consultant submit its entire policy for inspection. 1. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate 2. Professional Liability $1,000,000 each claim and aggregate Professional Liability Insurance shall be written on a project specific basis. The retroactive date shall be coincident with or prior to the date of this contract and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of this contract and for five (5) years following completion of the contract (fail Coverage). An annual certificate of insurance shall be submitted to the City for each year following completion of this contract. 3. Automobile Liability $1,000,000 each accident or $250,000 property damage/$500,000 bodily injury per person per accident The named insured and employees of Consultant shall be covered under this policy. The City of Fort Worth shall be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included under this policy. 4. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease-policy limit Shelter Planning Agreement—Shelter Planners of America Page 4 of 13 $100,000 disease-each employee Section 2. Additional Insurance Requirements 1. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The-term City shall include its employees, officers, officials, agents, and volunteers as respects the Contracted services. 2. Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon. 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. 4. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultants insurance policies. Notice shall be sent to Department of Financial Management Services - Risk Management Division, City of Fort Worth, 1000 Throckmorton Street, Fort Worth,Texas 76102. 5. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers shall be acceptable to the City in terms of their financial strength and solvency. 6. Deductible limits, or self-insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. 7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. 8. The City shall be entitled, upon its request and without incurring expense, to review the Consultant's insurance policies including endorsements thereto and, at the City's discretion; the Consultant may be required to provide proof of insurance premium payments. Shelter Planning Agreement—Shelter Planners of America Page 5 of 13 s 9. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. 10. The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Consultant's overhead. 11. All insurance required above shall be written on an occurrence basis in order to be approved by the City. 12. Subcontractors to the Consultant shall be required by the Consultant to maintain the same or reasonably equivalent insurance coverage as required for the Consultant. When subcontractors maintain insurance coverage, Consultant shall provide City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subcontractor's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Consultant of the contract. ARTICLE 9. LICENSES AND PERMITS Consultant certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. Consultant also certifies and warrants that if it uses any subcontractor in the performance of this contract, that such subcontractor shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract ARTICLE 10. TRANSFER OR ASSIGNMENT City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant has been engaged as a consequence of Consultant's specific and unique skills; Assignment will only be granted under unusual circumstances and at the sole discretion of the City. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Shelter Planning Agreement—Shelter Planners of America Page 6 of 13 ARTICLE 11. RIGHT TO AUDIT (a) 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 Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (b) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting Consultant 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 work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (c) Consultant and subcontractors agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. ARTICLE 12. NON-DISCRIMINATION During the performance of this contract, Consultant shall not discriminate in its employment practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of Fort Worth. Consultant agrees not to discriminate against any employee or applicant for employment because of because of age, race, color, religion, sex, disability, national origin, sexual orientation, transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising, hiring, layoff, recall, termination of employment, promotion, demotion, transfer, compensation, employment classification, training and selection for training or any other terms, conditions or privileges of employment. Shelter Planning Agreement—Shelter Planners of America Page 7 of 13 I Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non- discrimination clause. Consultant also agrees that in all solicitations or advertisements for employees placed by or on behalf of this contract, that Consultant is an equal opportunity employer. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. ARTICLE 13. OBSERVE AND COMPLY Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. ARTICLE 14. DEFAULT If at any time during the terms of this contract, the work of the Consultant fails to meet the specifications of the contract or to meet the standards of duty, care, or proficiency of a reasonable and competent professional, City may notify the Consultant of the deficiency in writing. Failure of the Consultant to correct such deficiency and complete the work required under this contract or a Task Omer to the satisfaction of the City within ten (10) days after written notice shall constitute default,and shall result in termination of this contract. Consultant shall not be deemed to be in default because of any failure to perform under this contract if the failure arises solely from causes beyond the control of the Consultant and without any fault or negligence by the Consultant. Such causes shall include acts of God, acts of war or terrorism, fires, floods, epidemics, quarantine restrictions, labor strikes, freight embargoes, and events of unusually severe weather. Shelter Planning Agreement—Shelter Planners of America Page 8 of 13 ARTICLE 15. TERMINATION City or Consultant may terminate this contract without cause by giving thirty (30) days written notice to the other party. Termination shall be without prejudice to any other remedy the City may have. All data and completed or partially completed documents prepared under this contract shall be promptly turned over to the City upon termination of this contract. ARTICLE 16. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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. This Agreement shall be construed in accordance with the laws of the State of Texas. ARTICLE 17. CONTRACT CONSTRUCTION The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. ARTICLE 18. HEADINGS The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. ARTICLE 19. COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. ARTICLE 20. SEVERABILITY The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application Shelter Planning Agreement—Shelter Planners of America Page 9 of 13 s thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. ARTICLE 21. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Consultant constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of Consultant, and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of the contract shall not be construed or decreed to be a waiver of any other provision or condition of this Contract, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. All costs and attorneys fees incurred by the City in the enforcement of any provision of this contract shall be paid by the Consultant. The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract and by law. ARTICLE 22. 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 return receipt requested, postage prepaid, to the address of the other Party shown below: If to the City: City of Fort Worth Tim Morton Code Compliance Department 1000 Throckmorton Street Fort Worth, Texas 76102-6311 If to the Consultant: Shelter Planners of America Mike Barnard 1106 West Randol Mill Road, Suite 300 Arlington,TX 76012 Shelter Planning Agreement—Shelter Planners of America Page 10 of 13 ARTICLE 23. WARRANTY Consultant warrants that it will perform all services under this Contract in a professional, lawful, safe, and efficient manner and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this Contract. ARTICLE 24. NO THIRD-PARTY BENEFICIARIES This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. ARTICLE 25. ENTIRETY This contract and any other documents incorporated by reference herein are binding upon the parties and contain all the terms and conditions agreed to by the City and Consultant, and no other contracts, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. In the event of any conflict between this contract and any other contract documents, then the terms of this contract shall govern. Remainder of Page Intentionally Blank Shelter Planning Agreement-Shelter Planners of America Page 11 of 13 SIGNATURE PAGE IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals on the dates written below, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: SHELTER PLANNERS OF AMERICA Rudy Jakksog Mike Barnard Acting Assistant City Manager President Date Signed: `i -14—1S APPROVED AS TO FORM AND LEGALITY: Arthur N. Bashor Assistant City Attorney ATTEST: �� I QQR M alry J. g$ $� ° City Secretary' �C S OFFICIAL RECORD NO M&C REQUIRED CITY SECRETARYFT.WORTH,TX Shelter Planning Agreement—Shelter Planners of America Page 13 of 13 March 10, 2015 Dr. Tim Morton ATTACHMENT A Assistant Director for Animal Welfare Code Compliance Department Animal Care and Control Division City of Forth Worth 818 Missouri Avenue Fort Worth, Texas 76104 Re: Proposal for Design of Outdoor Kennels at the Chuck Silcox Animal Care and Control Facility, 4900 Martin Street, Fort Worth, Texas Dear Dr. Morton: Shelter Planners of America is pleased to submit the following proposal for pro bono services at the Chuck Silcox Animal Care and Control Facility: GENERAL The scope of the project will include: 1. Approximately 40 to 48 outdoor kennels (depending on available space)to be used temporarily each day as a place to move dogs while the indoor kennels are being cleaned. The kennels will be 4'-0" wide by 6-0"deep back to back. They will be located immediately south of the existing building and east of the proposed new Sally Porte. The kennels will be covered with an independent roof canopy perhaps similar to what car lots have. There is sewer available. 2. Fenced area(6-0"chain link) in the southeast corner of the site for 3 multi-dog play areas. 3. Fenced area(welded wire with metal posts to match existing) in the northeast corner of the site for medical dog walk area. 4. Fenced area (welded wire with metal posts to match existing) in a portion of the front yard (north side of building)for volunteers to walk dogs. 5. Generally as shown on the attached sketch. PROPOSED SERVICES STEP 1: PRELIMINARY DESIGN 1. A Preliminary Site Plan and a Preliminary Floor Plan illustrating the scope of the proposed project will be prepared for review and approval by the City of Fort Worth. STEP 2: REFINEMENT OF DESIGN 1. A more detailed Site Plan and Floor Plan accurately drawn to scale at a sufficient scale to illustrate the scope of the project will be provided with notes defining the scope of the project. 2. A section drawing will be provided showing concrete slab, slopes, kennel materials and proposed roof cover with notes describing the scope of the work. 3. The drawings will not be construction documents and as required by State Law will be stamped"not Page 1 of 2 1106 W.Randol Mill Road,Suite 300,Arlington,Texas 76012•Phone:817-265-8522•www.shelterplannersofamerica.com for permitting, Bidding or Construction ADDITIONAL SERVICES AVAILABLE: 1. Any service not listed under proposed services above. 2. Construction Documents sealed and signed by a registered Architect. 3. Bidding Phases services 4. Construction Phase services. PROVIDED BY CITY OF FORT WORTH: 1. Survey of the proposed site in CAD accurately showing the property lines and the size and location of existing buildings, site features including topography. 2. Drawing of other proposed work such as new Sally Porte and associated driveway that could impact this project. COMPENSATION: 1. The services described above will be provided pro bono(at no cost) to the City of Fort Worth, Texas by Shelter Planners of America. Shelter Planners of America is pleased to provide this proposal for your consideration. We understand this proposal will become an attachment to formal agreement. Please contact me on my cell phone at (817)-881-1510 if you have any questions. Sincerely, Michael Barnard, AIA, ACO President Shelter Planners of America 847-Proposal 3-10-15 Page 2 of 2 1106 W.Randol Mill Road,Suite 300,Arlington,Texas 76012•Phone:817-265-8522•www.sheiterplannersofamerica.com err Ac S�7v ® FEM v fel es :u tin r m k ! 14 =- - s�p-I Ivm ba.nb �uJ�