HomeMy WebLinkAboutContract 40065STATE OF TEXAS
COUNTIES OF TARRANT §
DENTON & WISE
CITY SECRETARY
CONTRACT NO,
KNOW ALL BY THESE PRESENTS:
CONTRACT FOR PROFESSIONAL SERVICES
This Contract is made by the City of Fort Worth, Texas, a municipal corporation situated in
Tarrant, Denton and Wise Counties, Texas, by and through its duly authorized Assistant City
Manager, Fernando Costa and Richard Greene, hereinafter called "Facilitator".
1. Scope of Services.
In accordance with the highest professional standards, Facilitator agrees to provide services
required to facilitate the deliberations of the City's Air Quality Study Committee. The specifics
of such services include, but are not limited to:
a. Convene the City's Air Quality Study Committee to develop a recommendation to the
City Council regarding the selection of an air quality consultant and a general framework
for a City -sponsored study of air quality issues related to gas drilling;
b. Facilitate discussions with the Committee to identify the proposed objectives of the
study;
c. Collaborate with City staff to develop a work plan for each meeting and materials for
distribution;
d. Prepare a written report following each meeting to identify key points of agreement and
action items for future sessions;
e. Oversee a process by which people citizens can express their opinions
f. Present a consensus proposal to the City Council.
and,
OFFICIAL. F. RECORD
CITY SECRETARY
w O TH, TX
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Facilitator shall perform such work as is described as well as those tasks as are reasonably
requested and related to the City's overall objective.
2. Compensation.
a. The amount to be paid to Facilitator for all services performed hereunder shall be three
thousand dollars ($3, 000) for the term of the Contract, hereinafter "Facilitator's Fee," and shall
include preparation and execution of five committee meetings and one presentation to the City
Council. Any additional meetings shall be compensated at $150 per hour and all hours must be
approved in advance through an amendment to this contract. Facilitator shall submit request for
payment pursuant to the City's purchasing rules and procedures.
b. It is understood that this Contract contemplates the provision of full and complete
services for this project as described in the Proposal including any and all necessary changes or
contingencies to complete the work as outlined in Section 1, "Scope of Services," for the fee
described in Section 2.a.
3. Term.
The term of this Contract shall commence upon the date of full execution by City and
Contractor and shall terminate one (1) year from that date or upon completion of the scope of
services, unless terminated earlier as provided herein or agreed to otherwise in writing by both
parties in an amendment to this Contract.
4. Termination.
a. City may terminate this Contract at any time for any cause by notice in writing to
Facilitator. Upon the receipt of such notice, Facilitator shall immediately discontinue all services
and work and the placing of all orders or the entering into contracts for all supplies, assistance,
facilities and materials in connection with the performance of this Contract and shall proceed to
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cancel promptly all existing contracts insofar as they are chargeable to this Contract. If the City
terminates this Contract under this Section 4 a , the City shall pay Contractor for services
actually performed in accordance herewith prior to such termination, less such payments as have
been previously made, in accordance with a final statement submitted by Contractor
documenting the performance of such work.
b. Upon termination of this Contract for any reason, Facilitator shall provide the City with
copies of all completed or partially completed documents prepared under this Contract.
5. Indemnification.
FACILITATOR SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS,
AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE, LIABILITY
OR EXPENSE FOR DAMAGE TO PROPERTY AND PERSONAL INJURIES,
INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF
FACILITATOR OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY ACT,
ERROR OR OMISSION IN THE PERFORMANCE OF FACILITATOR'S
PROFESSIONAL SERVICES. FACILITATOR SHALL DEFEND AT ITS OWN
EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY,
ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING
FROM SUCH ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND
SATISFY ALL JUDGEMENTS WHICH MAY BE INCURRED BY OR RENDERED
AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING
FROM SUCH ACT, ERROR OR OMISSION.
6. Independent Contractor.
Facilitator shall perform all work and services hereunder as an independent contractor and
not as an officer, agent, or employee of the City. Facilitator shall have exclusive control of, and
the exclusive right to control, the details of the work performed hereunder and all persons
performing same and shall be solely responsible for the acts and omissions of its officers, agents,
employee, and subcontractors. Nothing herein shall be construed as creating a partnership or
joint venture between the City and the Facilitator, its officers, agents, employee and
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subcontractors; and the doctrine of respondent superior shall have no application as between the
City and the Facilitator.
7. Disclosure of Conflicts.
Facilitator warrants to the City of Fort Worth that he has made full disclosure in writing of
any known existing or potential conflicts of interest related to the services to be performed
hereunder. Facilitator further warrants that he will make prompt disclosure in writing of any
conflicts of interest, which develop subsequent to the signing of this Contract.
8. Right to Audit.
Facilitator 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 any directly pertinent books,
documents, papers, and records of the Facilitator involving transactions relating to this Contract.
Facilitator agrees that the City shall have access during normal working hours to all necessary
Facilitator facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section The City shall give Facilitator
reasonable advance notice of intended audits.
Facilitator further agrees to include in all its subcontractor agreements hereunder a provision
to effect that the subcontractor 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 the City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to
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conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable advance notice of intended audits.
9. Prohibition of Assignment.
Neither party hereto shall assign, sublet, or transfer its interest herein without the prior
written consent of the other party, and any attempted assignment, sublease, or transfer of all or
any part hereof without such prior written consent shall be void.
10. Choice of Law; Venue.
a. This Contract shall be construed in accordance with the internal laws of the State of
Texas.
b. Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Contract, venue for said action shall be in Tarrant County, Texas.
11. No Third -Party Beneficiaries.
This Contract 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 Contract.
Each party hereto shall be solely responsible for the fulfillment of its own contracts or
commitments.
12. No Joint Venture, Partnership, Agency.
This Contract will not be construed in any form or manner to establish a partnership, joint
venture or agency, express or implied, nor any employer -employee, borrowed servant or Joint
enterprise relationship by and among the parties. Facilitator shall be an independent contractor
and shall be responsible at all times for directing its employees in the course of their duties.
13. Severability.
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The provisions of this Contract are severable, and if any word, phrase, clause, sentence,
paragraph, section or other part of this Contract 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 Contract and the application of such word,
phrase, clause, sentence, paragraph, section, or other part of this Contract to other persons or
circumstances shall not be affected thereby and this Contract shall be construed as if such invalid
or unconstitutional portion had never been contained therein.
EXECUTED on this, the IL1k- day of
Richard Greene
NO M&C REQUIRED
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CITY OF FORT WORTH
Thaate-t-e—s—si
Fernando Costa
Assistant City Manager
Attest:
Marty Hendrix
City Secretary
Approves as form and legality
Assistant cit Attorney
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CITY SECRETARY
FT. WORTH,
Richard Greene Contract
April 6, 2010v.3
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
Fernando Costa, Assistant City Manager, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same as the act and deed of the City of Fort Worth, a municipal
corporation of Tarrant County, Texas, for the purposes and consideration therein
expressed.
afiejliiven
under my hand and seal of offce this theday of
, 2010.
EVONIA DANIELS
MY COMMISSION EXPIRES
July 10, 2013
STATE OF TEXAS
COUNTY OF TARRANT §
Notary Pubhc in and for
The State of TEXAS
BEFORE ME, the undersigned authority, on this day personally appeared
Richard Greene, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal of office this the day of
_apt t\ , 2010.
Niet.o��. ANGELA ESTRADA
°$• 1 . ? Notary Public, State of Texas
., My Commission Expires
.4 rC• `Ei` • August 21, 2011
42-91,
Notary Public in and for
The State of TEXAS
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