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HomeMy WebLinkAboutContract 25502 / )e 4�v CONTRACT Na 02-55-02 Name .Iii.,i�,r,c••.r.-. � For R i i ZOeAl �Da e Approved By Co cil GI'1 r Filed 3Q day of 19 City Secretary ` CITY SECRETARY���� CONTRACT NO. �) J 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 acting by and through Carolyn Arnold, its duly authorized President and Chief Executive Officer. 1. SCOPE OF CONSULTANT'S SERVICES. Consultant hereby agrees to provide the City with professional consulting and management services to assist the City in the City's (i) preparation of a request for proposal document and associated specifications ("RFP") for local Plexar-Custom digital telephone service; (ii) evaluation of responses to the RFP; (iii) recommendation to the City Council following the evaluation of responses to the RFP and any related presentations to the City Council or City staff; (iv) verification of rates for the Service after cutover from the City's current service. 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 not to exceed $6,000.00 for all services provided hereunder in accordance with the following schedule: (i) $2,000.00 on the Effective Date; (ii) $2,000.00 upon distribution of the RFP to potential vendors; and (iii) $2,000.00 upon completion of Consultant's services as set forth in Section 1 of this Agreement. Consultant shall not perform any additional services to the City unless the City requests such services and approves in writing the additional costs for such services. 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 at the rate of$0.32 per mile and lodging expenses shall not exceed $75.00 per night. The City shall not be liable for any other expenses of Consultant unless the City first approves such expenses in writing. mo . 0u 4. TERMINATION. 4.1. By Either Party_. The City or Consultant may terminate this Agreement at any time and for any reason by its providing the other party with written notice at least thirty (30) days prior to the effective date of such termination. 4.2. Non-appropriation of Funds. The City has appropriated $7,500.00 in order to fulfill its financial obligations to Consultant under this Agreement. In the event that the City, at any time and for whatever reason, amends this appropriation or in any other manner fails to appropriate sufficient funding in order for the City to fulfill its financial obligations to Consultant under this Agreement, the City may terminate this Agreement immediately by its providing Consultant with written notice. 4.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, Consultant shall continue to provide the City with services requested by the City up to the effective date of termination and the City shall pay Consultant for services actually rendered as of the effective date of termination at a rate of$75.00 per hour. 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 Project. 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 any third party without the prior written approval of the City. 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 an 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 shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondent superior shall not apply as between the City, its officers, agents, servants and Professional Services Agreement between City of Fort Worth and CACC,Inc. Page 2 employees, and Consultant, its officers, agents, employees, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the 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, ARISING UNDER, AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT THAT SUCH ARE 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 AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING UNDER, AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT THAT SUCH ARE CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 8. 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 Professional Sen ices Agreement between City of Fort Worth and CACC,Inc. Page 3 individual or group of individuals on the basis of race, color, national origin, religion, handicap, sex, sexual orientation 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: To THE CITY: To CONSULTANT: City of Fort Worth—ISS Dept. CACC, Inc. Attn: David Bragg Attn: Carolyn Arnold 1000 Throckmorton 32884 IH 10 West Fort Worth, TX 76102-6311 Boerne, TX 78006 Facsimile: (817) 871-36,11 Facsimile: 23 0 - 249-3 31$ 12. 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. 13. 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. 14. 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 Professional Services Agreement between City of Fort Worth and CACC, Inc. Page 4 action, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees incurred in the bringing or defending of the action. 15. 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. 16. 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, 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. 17. 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. 18. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this a 3 day of 1999. Professional Services Agreement between City of Fort Worth and CACC, Inc. Page 5 CITY OF FORT WORTH: CAROLYN ARNOLD COMMUNICATIONS CONSULTANT, INC.: a Texas corporation: By: - � By: 0— Charles Boswell Carolyn Aold Assistant City Manager President/CEO ATTES ATTEST: By: t By: City Secretary APPROVED AS TO FORM AND LEGALITY: Assistant City Atto y M & C: none required Professional Sen ices Agreement between City of Fort Worth and CACC,Inc. Page 6