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HomeMy WebLinkAboutContract 26652 CITY SECRETARY PROFESSIONAL SERVICES AGREEMENT CONTRACT NO. 5 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 CIMS LAB INC. ("Consultant"), a California corporation and acting by and through Mark Lynch, its duly authorized Vice President. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting and management services to assist the City in assessing City's use of the CIMS Resource Accounting and Chargeback software as part of an overall effort by the City to improve the effectiveness of its billing system. This assessment shall (i) review the use of the current installed version of the CIMS software and the City environment in which it is used; (ii) identify the effort required to improve the current uses of the CIMS software, to include any programming, end user training and transitional efforts; (iii) provide recommendations to optimize the CIMS software based on the existing City environment; and (iv) provide a written report within two weeks from the date of conclusion of the assessment, to include all findings and recommendations made during and as a result of the assessment. 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. CC:�PENSATION. The City shall pay Consultant a sum not to exceed $8,000.00 for all services specified in this agreement. 4. TERMINATION. 4.1. Written Notice. The City terminate this Agreement at any time and for any reason by its providing the other party with written notice of termination. FRI G 00 D � ���E(rEPMPy 4.2. 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 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. The City acknowledges that Consultant may use products, materials or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. 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. AUDITS. The City shall have, for three (3) years following the Expiration Date or earlier termination date of this Agreement and upon reasonable advance notice, access to and the right to examine and audit any books, documents, papers, records or other data of Consultant that involve transactions relating to this Agreement. Accordingly, Consultant shall provide the City with access during normal working hours to all of Consultant's facilities and with appropriate work space at Consultant's facilities necessary for the City to conduct examinations and audits in accordance with this Agreement. 7. INSURANCE. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance for all written contracts; products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Consultant, its employees, agents or subcontractors; and • Worker's Compcnsation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. Prior to the Effective Date, Consultant shall provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply which such requests or revisions as a condition precedent to the effectiveness of this Agreement. 8. 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 respondeat superior shall not apply as between the City, its officers, agents, servants and 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. 9. 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 ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. ` PIA,EY 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. 10. 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. 11. 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. 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 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. 13. LICENSES AND PERMITS. Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for it to carry out its duties and obligations hereunder. 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. 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 DEPT CIMS LAB, INC. ATTN DIRECTOR ATTN: MARK LYNCH 1000 THROCKMORTON 3013 DOUGLAS BLVD., STE. 120 FORT WORTH TX 76102-6311 ROSEVILLE, CA 95661 Facsimile: (817) 871- 8654 Facsimile: (916) 783-2090 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. 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. 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 reasonable attorneys' fees incurred in the bringing or defending of the action. V��U C�L'�;U�15 uG�11t1 U 0 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, 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. 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. 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. This Agreement shall not be amended unless agreed to in writing by both parties and, if required, approved by the City's City Council. �Ff�� 9rG GAG © iii WITNESS/W�HE�OW the parties hereto have executed this Agreement in multiples this day of p l G �`C U� 2001. CITY OF FORT WORTH: CIMS LAB, INC. By: (!� `1`'� By: -� Charles Boswell Mark Lynch Assistant City Manager Vice President ATTE : ATTEST: By: By: Cty Secretary APPROVED AS TO FORM AND LEGALITY: n � AssistaiA City Attorney M & C: NU f�lFc onu- C- Ccntract Authorization Date STATE OF CALIFORNIA § COUNTY OF PLACER § BEFORE ME, the undersigned aut rity;'.4 Notary Public in and for the State of California, on this day personally appeared �' , known to me to be the person whose name is subscribed to the i4e'g`oi­ng­mstrtAent, and acknowledged to me that the same was the act of CIMS LAB, INC. and that he executed the same, and had authorization to execute the same, as the act of CIMS LAB, INC. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 4 , MARILYN PATON Commission# 1185715 Z Notary Publfc-California 'dot Publ in and for the State of California Placer County My Comm.(✓^Ni Jun 29,2002 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Charles Boswell, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this o2_11—d'day ofO�� , =o ROSELLA BARNES ,n Vt. N9 A?/ state of exas� Notary Public in and for the State of Texas oar Comm.Exp. 03-31-2005