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HomeMy WebLinkAboutContract 50188TEXAS F TARRANT CITY SECRETA CONT RACT NORM KNOWN ALL BY THESE PRESENTS: 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 Fernando Costa, its duly authorized Assistant City Manager, and the University of North Texas Health Science Center ("University"). City and University 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 University hereby agrees to perform as an independent contractor the services set forth in the Scope of Work attached hereto as Attachment "A". ARTICLE 2. COMPENSATION Section 1. Payment shall be in accordance with the Fee Schedule attached hereto as Attachment "B". Unless agreed in a duly authorized amendment to this contract, payment is not to exceed two hundred twenty thousand dollars ($220,000) for the contract year. In accordance with state law, all expenditures by the City are subject to the availability of adequate funds and appropriation by the City Council. Section 2. Invoice and Payment. The University shall provide monthly invoices to the City. Invoices shall contain an accurate description of the unit services, the date each service was rendered (i.e. mosquito trapping sample, weekly report, or lab sample), the unit price, and the total cost for services rendered for the invoice period. nal Services Contract C -West Nile Virus Study OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of University's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof. ARTICLE 3. TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of one year, beginning upon the date of its execution. In addition, the term may be extended by a duly authorized, written agreement by the parties, for up to one (1) additional one-year term. ARTICLE 4. INDEPENDENT CONTRACTOR University shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. University 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 University, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and University. ARTICLE 5. PROFESSIONAL COMPETENCE AND INDEMNIFICATION Work performed by University shall be performed in accordance with the reasonable and professional standard of care exercised by professionals performing similar work 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 University or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. Professional Services Contract Page 2 of 13 UNT-HSC-West Nile Virus Study 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. Contractor may use the data for intellectual and scholarly and educational activities, including but not limited to grant proposals. Section 2. Intellectual property rights and ownership. All data, interim and final reports, and other deliverables due under this contract shall be the property of the City and the City shall have unlimited rights in such data, except that derivative work using the data, such as research, publications, posters, lectures, and seminars which are based upon the data shall be the property of the author. Contractor is granted an unlimited perpetual license to use the data for academic, educational, and research purposes, including publication in scientific journals, but shall not otherwise use, sell, transfer, or authorize a third party to use any work product, copyrights, trademarks, or other intellectual property developed under this contract without the express written consent of the City. ARTICLE 7. RESERVED ARTICLE 8. INSURANCE Section 1. Insurance coverage and limits The University certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract. 1. University, as an agency of the State of Texas, is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self-insurance by University shall, without Professional Services Contract Page 3 of 13 UNT-HSC-West Nile Virus Study further requirement, satisfy all insurance obligations of University under this Agreement. Section 2. Additional Insurance Requirements 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 University's overhead. 2. All insurance required above shall be written on an occurrence basis in order to be approved by the City. 3. Subcontractors to the University shall be required by the University to maintain the same or reasonably equivalent insurance coverage as required for the University. When subcontractors maintain insurance coverage, University 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 University of the contract. ARTICLE 9. LICENSES AND PERMITS University certifies 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. University also certifies 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 University each bind themselves, and their lawful successors and assigns, to this Agreement. University has been engaged as a consequence of University's specific and unique skills; Assignment will only be granted under unusual circumstances and at the sole discretion of the City. University, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Professional Services Contract Page 4 of 13 UNT-HSC-West Nile Virus Study ARTICLE 11. RIGHT TO AUDIT a) University 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 during normal business hours and upon reasonable advance notice any directly pertinent books, documents, papers and records of University involving transactions relating to this Agreement. University agrees that the City shall have access during normal working hours and upon reasonable advance notice 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 University reasonable advance notice of intended audits. b) University further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting contractor 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 University and any subcontractor reasonable advance notice of intended audit. c) University and subcontractors agree to photocopy such documents as may be requested by the City. The City agrees to reimburse University 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. BUSINESS DIVERSITY ENTERPRISE (BDE) PARTICIPATION In accordance with the City's Business Diversity Enterprise (BDE) Ordinance No.20020-12-2011, the City has established goals for the participation of BDEs in City contracts. The City's MWBE Office has granted a waiver for this contract. ARTICLE 13. NON-DISCRIMINATION During the performance of this contract, University 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. Professional Services Contract Page 5 of 13 UNT-HSC-West Nile Virus Study ARTICLE 14. OBSERVE AND COMPLY University shall at all times observe and comply with all applicable federal, state, and local laws and regulations and with all applicable City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with 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. To the extent permitted by the constitution and laws of the State of Texas, University 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 law, ordinance, or regulation, whether it be by itself or its employees, occurring in the course of performance of thiscontract. ARTICLE 15. DEFAULT If at any time during the terms of this contract, the work of the University 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 University of the deficiency in writing. Failure of the University to correct such deficiency and complete the work required under this contract or a Task Order to the satisfaction of the City within thirty (30) days after written notice shall constitute default, and shall result in termination of this contract. University 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 University and without any fault or negligence by the University. 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. ARTICLE 16. TERMINATION Either Party may terminate this contract without cause by giving thirty (30) days written notice to the other Party. City shall pay University for all services performed prior to the termination. Termination shall be without prejudice to any other remedy the Parties 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. Professional Services Contract Page 6 of 13 UNT-HSC-West Nile Virus Study ARTICLE 17. 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 18. CONTRACT CONSTRUCTION The Parties acknowledge that each party and has 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 19. 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 thisAgreement. ARTICLE 20. 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 21. 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 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. Professional Services Contract Page 7 of 13 UNT-HSC-West Nile Virus Study ARTICLE 22. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to University 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 University, 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 is expressed in writing by the party to be bound. The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract and by law. ARTICLE 23. 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 Elmer DePaula, Assistant Director Code Compliance Department 818 Missouri Ave Fort Worth, Texas 76104 If to the University: University of North Texas Health Science Center Office of Grant and Contract Management Director, Contracts 3500 Camp Bowie Boulevard Fort Worth, Texas 76107 OGCMContracts@unthsc.edu ARTICLE 24. REPRESENTATION University represents that it will perform all services under this Contract in a professional, lawful, safe, and efficient manner and in full compliance with all Professional Services Contract Page 8 of 13 UNT-HSC-West Nile Virus Study 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 25. 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 orcommitments. ARTICLE 26. 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 University, 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. Limitations. University is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on University property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations on legal rights, remedies, requirements, and processes; limitations of time in which to bring legal action; granting control of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney's fees; dispute resolution; indemnities; and confidential information. Terms and conditions relating to these limitations will not be binding on University, except to the extent authorized bythe Constitution and the laws of the State of Texas. Remainder of page left blank intentionally Professional Services Contract Page 9 of 13 UNT-HSC-West Nile Virus Study ATTACHMENT A. SCOPE OF WORK Contractor will furnish all labor, materials and equipment necessary to perform the services described below: • Mosquito Surveillance - Trapping and Processing • Mosquito Sample Data — Analysis and Reporting • West Nile Virus Testing — Supplemental Mosquito Surveillance - Trapping and Processing: a. Weekly Surveillance - The University is responsible for conducting mosquito surveillance activities and reporting outcome of the activities to the City on a weekly basis. b. Methodology — In order to estimate the risk of WNV exposure, appropriate areas in the City will be selected as fixed mosquito - trapping sites. In order to collect information on the abundance of the vector mosquito population and the proportion of WNV infected mosquitoes in that population, up to 60 traps will be set and attended by the University every week from May through October (up to 26 weeks). c. All the collected information will be recorded in pre -made mosquito trapping and WNV testing forms and transferred to the electronic database system. Every week the University will communicate with the City and provide the estimated WNV exposure risk along with a recommendation for appropriate responses to the estimated risk. II. Mosquito Sample Data - Analysis and Reporting: a. Weekly Sample Result Analysis — The University is responsible for the analysis of all weekly collected mosquito sample results. b. Weekly Sample Result Report — The University is responsible for the reporting of the mosquito sample results in a suitable format to the City's representative. III. West Nile Virus (WNV) Laboratory Testing - Supplemental: The City currently partners with the Tarrant County Public Health Laboratory. By reason of the County's existing municipal partnerships and laboratory capacity it provides a limited number (45 samples) of weekly WNV testing samples for the City. Therefore, the University will be responsible for providing supplemental WNV laboratory testing for the City Professional Services Contract Page 10 of 13 UNT-HSC-West Nile Virus Study to supplement the capacity provided by Tarrant County. This supplemental lab testing, designed to determine whether a mosquito tests positive for WNV, will be provided by the University as needed during the peak months (June, July, and August) of the WNV season. IV. Period of Scope of Work: Unless specifically described above or mutually agreed otherwise, the University will provide these services from the third week of May through October. Remainder of page left blank intentionally Professional Services Contract Page 11 of 13 UNT-HSC-West Nile Virus Study ATTACHMENT B. FEE SCHEDULE As a policy of the Code Compliance Department the University shall retain indirect cost fees that are no greater than 16% of the total cost and are included in (not in addition to) the unit and contract costs in this fee schedule. The University shall be compensated for services rendered in accordance with this contract on a per unit basis, subject to the contract not -to exceed cost, as specified in the fee schedule below: Mosquito Trapping and Processing: Per mosquito trapping sample SERVICE 96 per week for 26 weeks $188,800.00 (Cost to conduct mosquito UNIT OF FEE PER ANTICIPATED CONTRACT SERVICE SERVICE UNIT VOLUME COST Mosquito Trapping and Processing: Per mosquito trapping sample $75.00 96 per week for 26 weeks $188,800.00 (Cost to conduct mosquito report reports surveillance in Fort Worth which includes: trapping and processing of mosquito pool samples) This additional estimate includes trapping for Zika response Mosquito Sample Result Per weekly $500.00 26 weekly $13,000.00 Analysis: report reports (Cost to analyze data and provide City of Fort Worth with weekly reports and recommendations Laboratory Testing Per lab sample $35.00 20 per week for 26 weeks $18,200.00 (Cost to provide supplemental laboratory testing services as needed Total (Not -to -exceed amount) $220,000.00 Note: Indirect costs retained by the University shall not exceed 16% of the total billed. Professional Services Contract Page 2 of 13 UNT-HSC- West Nile Virus Study 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 -- Fernando Costa Assistant City Manaer Date Signed: 8 RECO MENDED: Elmer E 1ePauI6 Assistant Director UNIVERSITY OF NORTH TEXAS EALTH SCI ER E CENTER AII ldz�a An a Anderson, ju Executive Director Office of Sponsored Programs Red Un sto - Dr. oon Lee, Principal Investigator Witness APPROVED AS TO FORM AND ATTEST: LEGTaame: j ff By: FORT I' ame: ay d Melinda Ramos Title:rty Secret V :� Title: Sr_ Assistant. City Attorney CONTRACT COMPLIANCE MANAGEM By signing I acimowledge that I am the person responsible for the monitoring and administration of this contract., cl g ensuring all performance and reporting requirements_ By: Name:y.W� Title: 0, ooh n i ,'Ac Professional Services G,ntract UNT-HSC- West Nile Virus Study OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX -. Page 13 of 13