HomeMy WebLinkAboutContract 32381 �0 Y�.
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, Denton and Wise Counties, Texas, acting by and
through Richard Zavala, its duly authorized Assistant City Manager, and ICON
ENTERPRISES, INC. d/b/a CIVICPLUS ("Consultant") a Kansas corporation and acting by
and through L,nc , its duly authorized 'Q�� �t t1Z .Y1c_c enc— .
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of designing the City's web page template. Attached hereto and incorporated for
all purposes incident to this Agreement is Exhibit A describing the Scope of Work.
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 an amount not to exceed $22,900 in accordance with the
provisions of 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.
4. TERMINATION,
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by 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 Agreement 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.
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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.
5. 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.
Consultant understands and acknowledges that the City is a public entity under the laws
of the State of Texas, and as such, all documents and data held by the City are subject to
disclosure under Chapter 552 of the Texas Government Code, the Texas Public Information Act
(the "Act"). If the City is required to disclose any documents that may reveal any Consultant
proprietary information to third parties under the Act, or by any other legal process, law, rule or
judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify
Consultant prior to disclosure of such documents. The City shall not be liable or responsible in
any way for the disclosure of information not clearly marked as "Proprietary / Confidential
Information" or if disclosure is required by the Act or any other applicable law or court order. In
the event there is a request for such information, it will be the responsibility of Consultant to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by the City, but by the Office of the Attorney General of the State of Texas.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract. Consultant agrees that the City shall have access
during normal working hours to all necessary Consultant facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant reasonable advance notice of
intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) 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 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 comp{{li1anon With the
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provisions of this paragraph. City shall give subcontractor reasonable notice of intended
audits.
7. 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.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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) ANDIOR 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.
9. 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.
10. INSURANCE.
Consultant shall provide the City 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:
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10.1 Coverage and Limits
Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
Automobile Liability
$500,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned
Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art.
8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any work pursuant to this Agreement. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of the City to request
required insurance documentation shall not constitute a waiver of the insurance
requirement. A minimum of thirty (30 ) days notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
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Consultant agrees to comply with all applicable 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.
12. 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 any basis prohibited by law. 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.
13. 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:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Icon Enterprises, Inc. d/b/a CivicPlus
1000 Throckmorton 317 Houston St., Suite E
Fort Worth TX 76102-6311 Manhattan KS
Facsimile: (817) 392-8654 Facsimile: (785) 587-8951
14. 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.
15. 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.
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16. 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.
17. CONSTRUCTION.
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.
18. 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.
19. FORCE MAJEURE.
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
(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.
20. 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.
20. REVIEW OF COUNSEL.
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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21. 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.
IN W TNESS HE EOF, the parties hereto have executed this Agreement in multiples this
day of 200 .
CITY OF FORT WORTH: ICON ENTERPRISES, INC. D/B/A
CIVICPLUS
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By: By:
po�— �
hard SZavala (name) Po' E G`F ma-K a e--z-
Acting Assistant City Manager (title) C y at` i a L Pe-+a
ATTEST: ATTEST:
By: f By: " Ct 1
City Secretaryk&K�
A,e
l=fir C+
NO M&C REQUIRED
APPROVED AS TO FORM AND
LEGALITY:
By:
Assistant ity Attorney
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EXHIBIT A
STATEMENT OF WORK
TASK DELIVERALBLE PRICE
Collect and review available graphics to be incorporated into None—gather materials
Web design.
Meet and confer with City staff about projected use of site. Agenda and worksheets
for meetings
Define Web design specifications. Note City staff must Home page and level two
approve all design elements. compositions to review
Create multiple design concepts for review Home page and level two
compositions to review
Reach agreement with City staff on final design concepts. Final compositions to
review
Create page designs including graphics, navigation Home page and level two
elements, etc. compositions to review
Receive final approval from City Staff. Final compositions
Optimize design for Web deployment Compressed images when
necessary
Total for services listed above. Includes travel related Not-To-Exceed purchase $22,900
expenses. Does not include migration of pages. price
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AUG. 26U. 2�-)05 4; 50PA___ -CHARLSON&WILSON INS NO. 74431-P. 2AMIDDIrvw)
x■�L %.Ertl irICAi r- yr LiAou.ITY INSURANCE 08/26/2005
r%RODUCER (785)537-1600 FAX (785)537-1657 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION
Charl son Wilson Ins Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
555 Poyntz Avenue, Suite 295 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTIlND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O. Box 1989
Manhattan, KS 66505-1989 INSURERS AFFORDING COVERAGE NAIC 0
INSURED Icon Enterprises, Inc. DBA Civic Plus INSURERA: Hartford Insurance Croup
317 Houston Street INSURER B:
Manhattan, KS 66502 INSUAERC:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIPAITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILTA NBR D' TYPE OF INSURANCE POLICY NUMBER POIJCY EFFECTNE POLICY EXPIRATION LIMITS
GENERAL LIAD'i.LITY 37SBAAM8566 05/17/2005 05/17/2006 EACH OCCURRENCE S 11000,00
_x1 COMMERCIALGENERALLIABILITY DAMAGE TO RENTED $ 300 10001
CU AS! ,0E I • ]OCCUR MED EXP(My one penton) S 1040
90
A PERSONAL AL ADV INJURY S ], 000 00
GENERAL AGGREGATE $ 2,000,00
GEN'L AGGREGATE LIMIT APPLIES PFA' PRODUCTS•COMP/OP AGG 13 21000,00
POLICY F7 J�CPc OT 7 LOC
AUTOMOBILE LIABILITY 37UECTZ7974 05/17/2005 05/17/2006 COMBINED SINGLE LIMIT
X ANY AUTO (Ea acclderIL) $
509,000
ALL OWNED AUTQS BODILY INJURY $
A SCHEDULED ALTOS (Per person)
HIRED AUTOS
SOD LY INJURY $
NOWOWNEDAUTOS (Peres rit)
PROPERTY DAMAGE S
(Per accident)
GARAGE L1ALIL: Y AUTO ONLY-EA ACCIDENT S
ANYAUTG OTHERTKAN EA ACC $
AUTO ONLY: AGG S
EXCHSIIUMBL:F_LLA LIABILITY EACH OCCURRENCE S
OCCUR 117 CLAIMS MADE AGGREGATE $
S
DEDUCTIBLE $
RETENTION: ; S
WORKERS COMPrNSATION'AND 37WECPA9652 05/17/2004 05/17/2005 X WC STATU- OTH-
EMPLOYERS'LIAVILIT r
AANY PROPRIEiTO1Z'?i•.RTNEr:)ExECUTIVE
E.L.EACH ACCIDENT $ 1O0 OOO
OFFICERIMEMBER Eti:CLUD`D? KANSAS EL DISEASE-EA EMPLOYE4 S 100,009
II yes, ascribeunder
SPECIAL PROVISION ecl_,„ E.L.DISEASE•POLICY LIMIT I$ 500 000
OTHER �—
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CIFICATE HO(.')F? AN E
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL
GAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES.
FILE COPY AUTHORIZED REPRESENTATIVE
_ Michael Widman
ACORD 25(2001/08) ®ACORD CORPORATION 1988