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HomeMy WebLinkAboutContract 26194 CITY SECRETARY CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the `City"), a home rule municipal corporation situated in portions of Tarrant and Denton Counties, Texas, acting by and through Charles Boswell, its duly authorized Assistant City Manager, and CAROLYN ARNOLD COMMUNICATIONS CONSULTANT INC. ("Consultant"), a Texas corporation and acting by and through Carolyn Arnold, its duly authorized President and Chief Executive Officer. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting and management services for telephone related systems and services. Such services are described in detail, attached hereto and hereby made a part of this agreement for all purposes. The City or Consultant may change the Scope of Services by substituting amended attachments or additional attachments, signed by both the City and Consultant, which shall then be attached to this Agreement and made a part of this Agreement for all purposes. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement or when the City provides Consultant with written notice that Consultant has fulfilled its obligations under this Agreement and that Consultant's services are no longer required. 3. COMPENSATION. The City shall pay Consultant a sum in accordance with the provisions of this Agreement as specified in the attachments to this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional 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 approves such expenses in writing. FRC11il 6Ikcoo ED C� tIE"�p�(� ky 1 II G1W`11L`'7�Jp Myo 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by its providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation 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 Agreeement shall terminate on the last day of the fiscal period for which appropriations 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 be been appropriated. 4.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered as of the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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 and proposed services with respect to the Scope of Services. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately 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. M EffTX. 6. INDEPENDENT CONTRACTOR. 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 respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 7. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. O r_. U'�uVEM Tull, �Nr A"I'M PIT ;r+r� S. ASSIGNMENT AND SUBCONTRACTING. 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 such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all 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. 10. NON-DISCRIMINATION COVENANT. Consultant, for 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 the basis of race, color, national origin, religion, handicap, sex, or familial status. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 11. NOTICES. 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: V)ECOR@ r=�i�yf p^e1 e (�' 6 4 UL7/!�o To THE CITY: To CONSULTANT: City of Fort Worth IT Solutions Dept. CACC, INC. Attn: Director Attn: Carolyn Arnold 1000 Throckmorton 32884 IH10 West Fort Worth, TX 76102-6311 Boerne, TX 78006 Facsimile: (817) 871- 8654 Facsimile: (830) 249-3318 12. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 13. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 14. NO WAIVER. 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. 15. VENUE , JURISDICTION AND EXPENSES. This Agreement shall be construed in accordance with the 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. In any such action, the prevailing party shall be entitled to recover from the other party 5 reasonable attorneys' fees incurred in the bringing or defending of the action. 16. SEVERABILITY. 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. FORCE MA]EURE. The City and Consultant 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, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 18. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. 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 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. This Agreement shall not be amended unless agreed to in writing by both parties and, if required, approved by the City's City Council. IN WITNESS WHEREOF, the parties hereto have executed this Agrnt in multiples this _l` f day of 2000. CITY OF FORT WORTH: CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC.: By: By: ls�� Charles Boswell Carolyn Arnold Assistant City Manager President/CEO ATTEST: ATTEST: By: By: City Secretar APPROVED AS TO FORM AND LEGALITY: Assists City Attorney M & C: �- i- Ov GUID QrlN E C G>F >Eff 7 ATTACHMENT A 1. SERVICES COVERED IN THIS ATTACHMENT Consultant will identify and recommend areas to reduce monthly telecommunications expense except those expenses related to Plexar service ("Attachment A"). 2. COMPENSATION FOR SERVICES Consultant shall be entitled to 50 percent of all net cost savings, except related to Plexar service, resulting from the implementation in whole or in part of Consultant's written recommendations made during the term of this Agreement or any extension thereof with respect to changes in the City's telephone usage, system configuration or components, to the extent that such savings are attributable to the City's usage during the period of the next 12 months following implementation, and the City agrees to notify Consultant in writing of the date of implementation of each recommendation. Savings shall be determined as of the close of each calendar month on the basis of actual billings by vendor(s), and compensation hereunder shall be due and payable to Consultant within 30 days thereafter. 3. TERM OF ATTACHMENT A This amendment shall remain in effect for the period of one (1) year from and after the date hereof, and shall be renewed regularly and annually hereafter unless until terminated in accordance with the provisions of this Agreement. 8 pr1P.� f_1 n� SW APPROVAL IN WITNESS WHEREOF, the parties her nto have agreed to this Attachment A in multiples this lqk day of n , 2000. CITY OF FORT WORTH CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC: By: eaj.. 0?, 22 By. Charles Boswell Carolyn Arnold Assistant City Manager President/CEO APPROVED AS TO FORM AND LEGALITY Assistant C4y Attorney G�EC�GQD ky 9 0 ATTACHMENT B 1. SERVICES COVERED IN THIS ATTACHMENT Consultant will analyze the current long distance service for the City and prepare bid specifications for a new carrier ("Attachment B"). Consultant's performance of said services shall include the following tasks: (i) determine the existing costs per minute and traffic useage by category; (ii) assemble data and prepare specifications; (iii) evaluate proposals; (iv) coordinate cutover with Southwestern Bell Telephone; (v) supply ANIs to the new carrier; (vi) verify direction of all traffic after cutover has been completed; (vii) verify proposed rates against billing from new vendor. 2. COMPENSATION FOR SERVICES The City shall pay Consultant a sum not to exceed $5,525.00 for all services provided hereunder upon completion of all services as set forth in the Section 1 of this Attachment B. The City shall also pay Consultant a sum not to exceed $1,500.00 for all expenses incurred in the provision of such services. Automobile travel expenses shall be billed a the rate of $0.32 per mile and lodging expenses shall not exceed $75.00 per night. 3. TERM OF ATTACHMENT B Attachment B shall commence upon the Effective Date of this agreement and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement or when the City provides Consultant with written notice that Consultant has fulfilled its obligations under this Attachment B and that Consultant's services are no longer required. 10 APPROVAL IN WITNESS WHEREOF, the parties here un o Fav a reed to this Attachment B in multiples this IV/',. day of ��, 2000. CITY OF FORT WORTH CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC: By: By: Charles Boswell Carolyn Arnold Assistant City Manager President/CEO APPROVED AS TO FORM AND LEGALITY Assistant Attorney iL City of Fort Worth, Texas "Avow and coun"'I Communication DATE REFERENCE NUMBERLOG NAME PAGE 8/1/00 **C-181 44 04CACCINC 1 of 2 SUBJECT CONTRACT WITH CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC. RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a contract with Carolyn Arnold Communications Consultant, Inc. to provide professional consulting and management services for telephone related systems and services for the Information Technology Solutions Department (IT Solutions) for direct fees not to exceed $14,250; and 2. Authorize the payment of fifty percent (50%) of telephone billing savings and erroneous charges found by Carolyn Arnold Communications Consultant, Inc., and accepted by IT Solutions, as specified by the contract. DISCUSSION: Carolyn Arnold Communications Consultant, Inc. (CACC) has over 13 years of experience in telecomunications consulting in Texas. CACC is currently assisting the City with the Plexar bid process and will continue to do so until the new rates are verified through actual billings at a cost not to exceed $7,500. The City also established an agreement with CACC to identify billing errors and unauthorized charges in previous billing cycles and then pursue the refunds on behalf of the City. CACC is entitled to 50% of any such refunds made to the City as compensation. CACC is currently pursuing an estimated $94,709 in errors and unauthorized charges. Staff recommends expanding the current scope of services performed by CACC to include assistance in preparing a bid process and reviewing proposals for long distance telephone services, as well as allowing CACC to find ways to reduce the City's monthly telecommunications expenses outside of the Plexar system. CACC will provide the long distance bid services for a cost not to exceed $6,750. For the reduction of monthly expenses, CACC will be compensated at 50% of one year's annualized savings from recommendations that the City implements. Savings will be based on actual billings from telecommunications vendors. To date, CACC has identified an estimated $69,216 in annualized savings that it will pass on to the City once the contract is approved. Additional savings may be discovered as CACC continues its analysis. The City must accept each instance of savings or erroneous charge in writing before it incurs any obligation to pay the 50% fee. Unfortunately, errors in the telecommunications industry seem impossible to prevent. This initial 1. process of finding errors involves reviewing thousands of pages of bills and detailed reports that cover several years. IT Solutions has hired specialists to perform this initial cleanup because it does not possess the properly trained personnel to achieve such a large task on its own. Training is available through CACC to establish a more effective process for discovering errors and receiving credit adjustments, and IT Solutions personnel will participate in the near future to reduce dependence on consultant services in this area. City of Fort Worth, Texas "agar and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 8/1/00 **C-18164 1 04CACCINC 2 of 2 SUBJECT CONTRACT WITH CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. IT Solutions will be responsible for the collection of revenue due the City under this agreement. CB:k I� I i Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) APPROVED PI68 481306 0047000 CITY COUNCIL Charles Boswell 8511 Originating Department Head: AUG 1 2000 Shirley Sanger 8450 (from) , P168 531200 0047000f,,,, Additional Information Contact: City Secretary of the City of Fort"d1►oFth.Teras David Bragg 8188