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Res 082-2017 6/6/2017Resolution No. _82-2017__ Resolution approving the programs and expenditures of the Wichita Falls 4B Sales Tax Corporation Board of Directors and amending the budget to include up to $91,750 to Market Street Services , Inc. as partial costs associated with development of a Comprehensive Economic Development Strategy WHEREAS, Texas Local Gov’t. Code § 501.073(a) provides “The corporation's authorizing unit will approve all programs and expenditures of a corporation and annually review any fi nancial statements of the corporation ;” and, WHEREAS, on May 19, 2017, the Wichita Falls 4B Sales Tax Corporation (4BSTC) approved the projects listed below and as stated in its agenda. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: 1. The Wichita Falls 4B Sales Tax Corporation’s approval and funding of the following programs and expenditures , in a total amount not to exceed $91,750 as described below and in said corporation’s agenda, is approved: Funding up to $91,750 for partial costs for Market Street Services to prepare a Comprehensive Economic Development Strategy. 2. The current fiscal year budget of the 4B Sales Tax Corporation is amended to provide for the aforementioned expenditures and changes thereto. PASSED AND APPROVED this the 6th day of June, 2017. ______________________________ M A Y O R ATTEST: ____________________ City Clerk CONTRACT for PROFESSIONAL SERVICES for The CITY OF WICHITA FALLS, TEXAS This CONTRACT made and entered into this __ day of ______ by and between the City of Wichita Falls (hereinafter referred to as the CLIENT) with offices located in Wichita Falls, Texas and Market Street Services, Inc. (hereinafter refe rred to as MARKET STREET ) located in Atlanta, Georgia. MARKET STREET has been selected to assist the CLIENT by preparing an Economic Development Strategy through completing the specifications herein under SCOPE OF SERVICES. MARKET STREET has represented to the CLIENT that it is qualified and experienced to provide such professional consultation and the CLIENT has relied upon such representations. In consideration of the mutual promises and covenants contained herein, it is agreed by and between the CLIENT and MARKET STREET that: ARTICLE I SCOPE OF SERVICES The Scope of Services is outlined below and is detailed in MARKET STREET’S proposal dated May 9, 2017. The Economic Development Strategy will include completion of each of the following delivera bles:  Phase 1: Project Initiation and Stakeholder Engagement  Phase 2: Regional Assessment and Scorecards  Phase 3: Target Sector Analysis and Marketing Review  Phase 4: Wichita Falls Economic Development Strategy  Phase 5: Implementation Plan ARTICLE II PROJECT MANAGEMENT The CLIENT shall designate a manager for this contract to be the designated representative and shall have the day -to-day responsibility of coordinating work performed by MARKET STREET under this CONTRACT. Unless otherwise directed, all correspondence will be directed to that designated representative. The CLIENT shall be responsible for coordinating stakeholder input within the community, using invitational materials provided by MARKET STREET . ARTICLE III MARKET STREET MANAGEMENT MARKET STREET will identify a Project Manager for the work performed under this CONTRACT. MARKET STREET shall bring to the various tasks to be performed herein under SCOPE OF SERVICES the person or persons with the necessary level of expertise for the functions required. The final management responsibility on behalf of MARKET STREET shall rest with the CEO, J. Mac Holladay. ARTICLE IV REVIEW OF WORK The CLIENT will work closely with MARKET STREET in the development of the work products created under this CO NTRACT. The CLIENT will have access to those work products at all times upon notification to MARKET STREET of the desire to review those work products. MARKET STREET retains the responsibility for the integrity of all work products. ARTICLE V COMPENSATION AND PAYMENT It is agreed that the compensation hereinafter specified includes both direct and indirect costs chargeable to the project under generally acceptable accounting principles and not prohibited by the Laws of the state of Georgia and Texas. It is understood and agreed that the consulting fees for the project as outlined are $170,000.00. In addition, actual expenses will be billed as they are incurred. Expenses are due upon receipt of invoice and are not expected to exceed $13,500.00. All invoices not paid within 30 days will be assessed a late fee of five percent on any outstanding balance. MARKET STREET reserves the right to suspend project work, including the completion of deliverable products, should any invoice remain unpaid for 60 days or more. Compensation will be made in accordance with the following schedule: Payment 1 Due upon contract signing ................................................... $10,000.00 Payment 2 Due on first of July, 2017 ...................................................... $15,000.00 Payment 3 Due on first of August, 2017 ................................................. $15,000.00 Payment 4 Due on first of September, 2017 ........................................... $15,000.00 Payment 5 Due on first of October, 2017 ............................................... $15,000.00 Payment 6 Due on first of November, 2017 ............................................ $15,000.00 Payment 7 Due on first of December, 2017 ............................................ $15,000.00 Payment 8 Due on first of January, 2018 ............................................... $15,000.00 Payment 9 Due on first of February, 2018 .............................................. $15,000.00 Payment 10 Due on first of March, 2018 .................................................. $15,000.00 Payment 11 Due on first of April, 2018 ..................................................... $10,000.00 Payment 12 Due upon completion of Implementation Assessment .......... $15,000.00 TOTAL ..................................................................................................... $170,000.00 ARTICLE VI TERM The term of this CONTRACT is from the date of execution until all deliverables and the scope of work under this CONTRACT are completed, which is anticipated to occur by April 30, 2018, with the exception of the Year One Implementation Assessment, which will be completed b etween May and August, 2019. Either party may terminate this contract at any time with a 30 -day written notice. ARTICLE VII SUBCONTRACTING AND ASSIGNMENT MARKET STREET represents that it has, or will secure at its own expense, all personnel required in performing the services under this CONTRACT. Such personnel shall not be employees of or have any contractual relationship with the CLIENT. All services required hereunder shall be performed by MARKET STREET or under its supervision and all personne l engaged in the work shall be fully qualified and shall be authorized or permitted under Federal, State and Local law to perform such services. None of the work or services covered by this CONTRACT shall be subcontracted without the prior written approva l of the CLIENT. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this CONTRACT. MARKET STREET shall not assign any interest in this CONTRACT and shall not transfer any interest in the same, whether by assignment or otherwise, without the prior written consent of the CLIENT; provided, however, that claims for money due to MARKET STREET from the CLIENT under this CONTRACT may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to t he CLIENT. ARTICLE VIII CONFIDENTIALITY All reports, information, data, etc., prepared or assembled by MARKET STREET under this CONTRACT are confidential and MARKET STREET agrees that they shall not be made available to any individual or organization without the prior written approval of the CLIENT . ARTICLE IX COPYRIGHT No document, report, photograph, chart, drawing, illustration, map, or other written or graphic material produced in whole or in part under this CONTRACT shall be the subject of an application for copyright by or on behalf of MARKET STREET or any of its subsidiaries, affiliates, directors, officers, agen ts or employees. ARTICLE X NONDISCRIMINATION During the performance of this CONTRACT, MARKET STREET shall not discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. MARKET STREET will further fully comply with all provisions of the Civil Rights Act of 1964, as amended, the Age Discrimination Act of 1975, as amended, Executive Order 11246, as amended, and each and every other federal and state employment law, and regulations and orders iss ued pursuant thereto, to the extent the same are applicable to its performance hereunder. ARTICLE XI MISCELLANEOUS The CLIENT may, from time to time, request changes in the Scope of the Services of MARKET STREET to be performed hereunder. Such changes shall be incorporated in written amendments to this CONTRACT . This CONTRACT contains the entire agreement between the parties with respect to the subject matter hereof. It may not be changed orally, but by amendment in writing and signed by the parties hereto. All prior agreements or understandings with regard to the subject matter herein are hereby canceled and superseded by this CONTRACT. IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT on this, the ____day of _____. Market Street Services, Inc. The City of Wichita Falls Signature Signature J. Mac Holladay Darron Leiker Chief Executive Officer City Manager