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HomeMy WebLinkAboutContract 48447 CITY SECRRARY/l l COt TRACT NO. v/ AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF FORT WORTH AND COVER-TEK,INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES is by and between the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas ("City"), acting by and through Susan Alanis, its duly authorized Assistant City Manager and Cover-Tek,Inc., acting by and through Allison Patterson, its duly authorized President("Contractor") (collectively referred to as the "Parties") for services related to the Retiree Payout Program ("services"). In consideration of the mutual promises and performances set forth below, and other good and valuable consideration, the sufficiency and receipt of which the parties acknowledge the parties agree as follows: 1. Term. This Agreement shall be for a term of one (1)year and shall commence on approval of this Agreement(the "Effective Date"), and end one year thereafter, unless terminated by either party in accordance with this Agreement. This Agreement may be renewed for up to four additional one-year terms by mutual written agreement of the Parties. 2. Scope of Services. Contractor's scope of work is outlined in the Proposal as agreed to in Attachment "A"attached and incorporated herein. Contractor's work shall comply with all HIPAA requirements as agreed to in Exhibit"B,"Business Associate Agreement. 3. Compensation. Costs shall not exceed Fifty Thousand Dollars ($50,000.00) and are payable upon Contractor's submission of an invoice in accordance with Exhibit"A'. 4. Termination. a. Termination for Convenience. The City or Contractor may terminate the Agreement upon thirty (3 0)days' written notice to the other party with or without cause,or b. Fiscal Funding Limitation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Contractor of such occurrence and this Agreement shall be terminated 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 to the portions of annual payments herein agreed upon for which funds shall have been appropriated. c. In the event that this Agreement is terminated prior to the expiration of the then current term, Contractor shall, to the extent permissible by applicable law, provide the City with copies of all completed or partially completed documents prepared under this Agreement at no additional cost to the City. City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor 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.The City also 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. CONTRACTOR SHALL NOT BE ENTITLED TO ANY LOST OR ANTICIPATED PROFITS SHOULD THE CITY ELECT TO TERMINATE THIS AGREEMENT. OFFICIAL RECORD Cover-Tek,Inc. CITY SECRETAWI Page 1 of 6 Professional Services Agreement FT.WORTH, TIS 5. Indemnification. CONTRACTOR 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 ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS,AGENTS,SERVANTS,AND EMPLOYEES HARMLESSAGAINSTANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY(I) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9, OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SIIALL NOT APPLY TO ANY LLABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONTRACTOR AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 6. Insurance. The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than$2,000,000 per occurrence; $4,000,000.00 aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow- form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5.Any other insurance as reasonably requested by City. General Insurance Requirements: Cover-Tek,Inc. Page 2 of 6 Professional Services Agreement 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. 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. 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. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 7. Unauthorized Access. Contractor acknowledges information received under this Agreement by the City is confidential and shall store and maintain such City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. Contractor agrees to not disclose this City Information without written authority from the City, except for the purposes authorized in Exhibit"B"or as required by law. 8. Miscellaneous. a. Assignment. This Agreement does not constitute either party as the agent or legal representative of the other for any purpose whatsoever. The parties are not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of the other or to bind the other in any manner whatsoever. The Parties shall not assign this Agreement without the prior written consent of the other. b. Authority. Each party covenants with the other that it has full power and authority to enter into and perform its obligations under this Agreement and the persons executing this Agreement on their behalf are duly authorized to do so by all requisite action. C. Notice. All notices,requests,demands, and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail,return receipt requested,postage prepaid,as follows: City of Fort Worth/City: Susan Alanis,Assistant City Manager Cover-Tek,Inc. Page 3 of 6 Professional Services Agreement 1000 Throckmorton Street Fort Worth,Texas 76102 Copies to: City Attorney's Office 1000 Throckmorton Street Fort Worth,Texas 76102 To Contractor: Allison Patterson 551 Silicon Drive, Suite 100 Southlake,TX 76092 d. Amendments. The parties expressly reserve the right to modify this Agreement, from time-to- time, by mutual agreement. No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties. e. Invalidity of Particular Provisions. Should any term, provision, condition, or other portion of this Agreement or the application thereof be held to be inoperative, invalid, or unenforceable,the remainder of this Agreement or the application of the term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. £ No Waiver. No waiver of full performance by any party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants, or conditions of this Agreement. g. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. h. 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. i. 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. j. Public Information Act. Contractor understands and agrees that the City is a public entity under the laws of the State of Texas,and as such,is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Contractor acknowledges that, under the Act, the following information is subject to disclosure: 1)all documents and data held by the City, including information obtained from the Contractor, and 2) information held by the Contractor for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. k. Right to Audit. Contractor agrees that the City shall, until the expiration of three(3)years after this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate Cover-Tek,Inc. Page 4 of 6 Professional Services Agreement and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor not less than 10 days written notice of any intended audits. 1. Force Majeure. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests or restraints; civil disturbances; explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. in. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement,which purports to vary from the terms hereof shall be void. n. Execution in Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be considered an original, but such counterparts shall together constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file(pdf)or similar image)shall be deemed to be an original signature hereto. IN WITNESS WHEREOF,this Agreement is executed by the Parties on the Effective Date. CITY OF FORT WORTH: CONTRACTOR: b . Su an Alanis by: Allison Patterson ssistant City Manager President lb ATT T: oyr 0 WA aly J.Kayser City Secretary Approved as to Form and Legality: Guillermo(Will) S.Trevino OFFICIAL RECORD Assistant City Attorney CITY SECRETARY FT. WORTH., TX NO M&C REQUIRED Cover-Tek,Inc. Page 5 of 6 Professional Services Agreement EXRMIT"A" SCOPE OF WORK Cover-Tek, Inc. shall provide services as outlined below for the Retiree Payout Program. This Exhibit "A" is attached to and made a part of that certain Professional Services Agreement between the City of Fort Worth and Cover-Tek,Inc. The Scope of Services under the Agreement is described as follows: ® Cover-Tek, Inc. will provide all supplies,postage, and resources to process the 2017 Retiree Payouts. ® 1099 tax forms will be created and sent by January 31 st,2018.All supplies,postage and resources involved in that task will be included in the retiree processing contract fee. ® The city will need to provide Cover-Tek, Inc. with the retiree data and payout amounts. The data will need to include the mailing address and contact information for each individual. Any work performed by Cover-Tek, Inc. shall comply with all HIPAA requirements as agreed to in a Business Associate Agreement between the Parties, attached as Exhibit"B". ® Cover-Tek, Inc. shall receive the pre-payment of the Retiree Payout amount in order to process the Retiree Payouts for the City. ® Cover-Tek, Inc. shall be paid half of the contract fee at time of the data transfer, and the remaining amount shall paid when all payouts have been initially processed no later than January 21st,2017. • The City shall hold back 5%of contract fee for completion of 1099's,to be paid by 1/30/2018. Any additional services shall not be performed unless requested in writing by an authorized representative of the City. Fees shall be as follows: service Price Date ComDleted Retiree Payout Program X10.20 per Retiree Payout completed January 2017 Retiree 1099 Tax preparation In-luded in 2017 Payout 1099 mailed January 2018 Cover-Tek,Inc. Page 6 of 6 Professional Services Agreement