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HomeMy WebLinkAboutContract 50383 City Secretan'Contract No. FOR" T WORTH,.:. PERSONAL SERVICES AGREEMENT �Lil7rarr'J This PERSONAL SERVICES AGREEMENT(-Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a Texas home-rule municipal corporation. and Wayne Wicgand ("Author'). City and Author are each individuaily relcrred to herein as a"party"and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the folIowing: 1. ']'his Abrcoment for Personal Services 2. Exhibit"A" Statement of Work plus any amendments to the Statement ol'Work 3. Exhibit"B"-Payment Scheduic 4. Exhibit"C"-Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents. the terms and conditions of this Personal Services Agreement shall control. The term "Author" or "Contractor" shall include the Author or Contractor, and its officers. akents, employees, representatives, servants. contractors or subcontractors. The term"City" shall include its officers. employees, agents. and representatives. 1. Scope of Services. Wayne Wieband will speak on the topic of his hook, DeN4::re ulion of the Puhlic Lihrm-v in the Jim Crow Sr wh. Civil Rights and Locul,-]clivism for a period of'not less than 35 minutes, follovGed by a question and answer session with the audience,and a book signing. The fee is$1.500 iJS1)for the event. Specifically,Author w i I I perform all duties outlined and described in the Statement of Work,which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further ref'crred to herein as the "Services." Author shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Author shall perform the Services in accordance with all applicable federal, state. and local laws,rules, and regulations. ffiliere is any conflict between this Agreement and Lxhibit A. (lie terms and conditions ofthis Agreement shall controi- 2. Term. This Agreement shall commence upon February 20, 2018. {"Effective later than April 20.2018, ("l:xpiration Date"), unless terminated earlier in accordance writj the provisions of this Ag eement or otherwise extended by the parties- This Agreement is not renewahle- 0FFIMU RECORD CITY aecREraar m WORT u9 TX •,1• �� Vaik Wiegand Personal Scr4iccs Agreement-r.ibran g of 11 RQV. 12/2016 City Secretan,Contract No. 3. Cam ensatinn. The City shall pay Author the amount of 51.50[1 LJSD for the event in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule. which is attached Hereto and incorporated herein for all purposes. Author shall not perforin any additional services fir 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 he liable for any additional expenses of Author not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Author within thirty {30} days of receipt of such invoice. Author may charge interest on late payments not to exceed one percent(I%). 4. Termination. -I.1. Convenience. Either the City or Author 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 Breach. Subject to Section 29 herein, either party may terminate this .Agreement for breach of duty. ohligation or warranty upon exhaustion ohaII remedies set forth in Section 39. 4.3 Fiscal Fundings Out. In the event no Finds or insufficient fiends are appropriated by the City in any fiscal period for any payments due hereunder. the City will notify Author 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 have been appropriated. 44 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Author for services actually rendered up to the effective elate of termination and Engineer 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. Upon termination of this Agreement for any reason, Author shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Author has received access to City information or data as a requirement to perform services hereunder, Author shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Author hereby warrants to the City that Author has made full disclosure in writinYg of any existing or potential conflicts of interest related to Author's services under this Agreement. [n the event that any conflicts of interest arise after the Effective Bate of this A-rcement. Author hereby agrees immediately to make full disclosure to the City in writing. 5.? Confidential Information. The City acknowledges that Author may use products. materials, or methodologies proprietary to Acthar. The City agrees that Author's provision of services under this Agreement shall not he 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. Author, for itself and its officers, agents and employees, avgrecs that it shall treat all information provided to it by the City ('City Information") as confidential. and shall not disclose any such information to a third party without the prior written approval of the City, 5.3 Unauthorized Access. Author shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Inforniation in any way. Author 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. Author 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. Wal nc Wirgana Permmal Services:lgrecinL oM-Libras PaL«c2of 11 kc�. 12!21116 City Secretary Contract No. 6. Right to Audit. Author agrccs that the City shall, until the expiration of three (3) years atter final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Author involving transactions relating to this!Agreement at no additional cost to the City. Author m4rees that the City shall have access during normal working hours to all necessary Author tacilitics and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shal l give Author not less than 10 clays written notice of any intended audits. Author 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 sinal 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 !tours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall Dive subcontractor not less than 10 days written notice of any intended audits. 7. indeeendent Contractor. It is expressly understood and awrced that Author- shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. 5ubjcct to and in accordance with the conditions and provisions of this Agreement, Author shall have the exclusiVC right to control tite details of its operations and activities and be solely responsible for the acts and omissions of its officers,agents, servants, employees, contractors and subcontractors. Author acknowledges that the doctrine of' respomlew .superior shall not apply as between the City. its officers, agents, servants and employees, and Author, its officers, agents, employees, servants, contractors and subcontractors. Author further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Author. . It is further understood that the Ciry shall in no way be considered a Co-employer or a Joint employer of !Author or any officers, agents, servants, employees or subcontractors of Author, Neither Author, nor any officers, agents, servants. employees or subcontractors of Author shall be entitled to any employment benefits from the City. Author shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers, agents, servants. employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. [,]ABILITY - AUTHOR SHALL BE LIABLE AND RESPONSIBLE FOR. ANY AND ALL PROPERTY LUSS, PROPERTY DAMAGE ANWOR 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 AUTHOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - AUTHOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CiTY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL Olt ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AUTHOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WiTH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF AUTHOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. W3 n'ii�Wicuund Persona]Scn,ices A necmL�nt-I.ihrar� PaLc.i of]I Kee - 12.•'2016 City Secretary Contract No. 9. Assignment and Subcontracting. Author shall not assign or subcontract any of its duties, obligations or rights under this Agreemcnt without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Author under which the assignee agrees to be bound by the duties and obligations of Author under this Agreement. 1-he Author and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Author referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Author under this Agreement as such duties and obligations may apply. The Author shall provide the City with a fully executed copy of any such subcontract. [Insert lanYguage if goal has been set under the Business Diversity Ordinance] Business Diversity Ordinance does not apply to this contract. 1{l. INSURANCE. )-During the term of this Agreement.Author shall procure and maintain at all times, in Bill force and effect. a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Author's performance of its obligations under this Agreement. Author shall specifically obtain the following types of insurance at the following limits: Commercial General Liability: $1.000,000 Each occurrence on a combined single limit Author shall promptly provide the City with a certificate of insurancc that verifies Author's compliance with the insurance requirements of this Agreement. The City's Risk:Manager shall have the right to review and cvaluate Author's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage.Author shall comply with such requests or revisions as a condition precedent to the effectiveness of this agreement. 11. Compliance with Laws,ordinances, Rules and Regulations. Author agrees to comply with all applicable federal, state and local laws.ordinances, rules and regulations. If the City notifies Author ut,ally violation of such laws. ordinances. rules or regulations, Author shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Author. For itself. its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, a-rces that in the peribmiance of Author'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 Author. its personal representatives, assigns, subcontractors or successors in interest, Author agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Ws}m WiCL"and Pcrs[1na1 Scrviccs AgrCctnclll-I.ihrary I'agc 4 of I 1 Ree,. I212016 Cite Secretary Contract No. Q. Israel. Author acknowledges that in accordance with Chapter 2270 of the Texas Government Code. the City is prohibited from entering into a contract with a company for,o❑ds or services unless the contract contains a written verification irom the company that it: (I]does not boycott Israel, and(2) will not boycott Israel during the term of the contract. The terms"boycott Israel: and "company" shall have the meaninlTs ascribed to those terms in Section 808.001 of the 'Texas Government Code. By sigttiitg this contract, Author certlftes tltttt author's sigtrutttre provides writtetr veriftcutiotr to the City Mat the AWltor: (1) does ►rot hut,cott Israel, wid (2) will not huyeott Israel during the terns nf-the cuntruc7. 14. 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 T14E CITY: City of port Worth With Copy to the City Attorney Attn: Aaron Cummins at same address 500 W. Third Street Fort Worth TX 76 102 Facsimile:(817)392-7734 Name: Wayne. Wiegand 2232 Tice Creel: Drive 94 Walnut Creek,CA 94595 15. Solicitation of Ernl2loyces. Neither the City nor Author shall, during the term of this Agreement and additionally For a Period of oric 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 16. Governmental Powers. It is understood and aureed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 17. No Waiver. The Failure❑Fthe City or Author to insist upon the perflormancc 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 Author's respective right to insist upon appropriate performance or to assert any such right on any Future occasion. W:n 11 WiegpIld Personal SCr41CCS ngrccmcat-I.ihrary Pa,e�of 1 I Kct. 12i2016 City Secretary Contract No. 18. Governing Law and Venue. This Agreentent shall be construed in accordance with the laws of the Stare 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 ill state courts located in Tarrant County, Texas or the United States District Court for the �lorthern District of Texas, I-ort Worth Division. 19. 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. 20. Force Maieure. The City and Author shall exercise their best efforts to meet their respective duties and obligations as ser forth in this Agreement, but shall not be held liable for any delay or omission in performance due to torte majeure or other causes beyond their reasonable control {force majeLne}. including, but not limited to, compliance with any government law, ordinance or regulation, acts of Vcrd, acts of the public enemy, tires. strikes. lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any any other similar causes. 21. Headin s Not Con trolling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed]a part orf' this Agreement. 22. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed 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. 23. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument. and duly executed by an authorized representative of each party. 24. Entirety of Agreement. This Agreement, including arty exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Author. their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written ay=regiment is hereby declared null and void to the extent in con niet with any provision of this Agreement. Waync Wicplld PcYs[m;11 ScrFicxs AgrkxPic nt-Librm Pa,e 6ol'I l Rc%. 121816 City Secretary Contract No. 25. Counterparts. This Agreement may be executed in one or more CoLmterparis and each counterpart shall. for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification. amendment. or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail, and reflects the signing of the document br any party. Duplicates are valid and binding even if an original paper document bearinu each party's original signature is not delivered. 26. Warranty of Services. Author warrants that its services will he of a professional quality and conform to generally prevailing industry standards. City must give written notice ofany breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Author's option, Author shall either (a) use commercially reasonable eForts to re-perfonn the services in a manner that conforms with the warranty.or(b)refund the fees paid by the C ity to Author for the nonconforiiiing services. 27. Network Access. 27.1 Citi Network Access. if Author. and/or any of its employees, officers, atents. servants or subcontractors (for purposes of this section "Author Personnel"), requires access to the City's computer network in order to provide the services herein. Author shall execute and comply with the Network Access Aoreeinent which shall be provided at the start of negotiations and incorporated herein For all purposes. 28. lmrnigration Nationality Act. The City of Fort Worth actively supports the ]mnligration & Nationality Act (INA) which includes Provisions addressing employment eligibility. employment verification, and nondiscrimination. Author shall verify the identity and employment eligibility o all employees who perforin work under this Agreement. Author shall cornplete the Employment Eligibility Verification Forni (1-9), maintain photocopies of all supporting enlpioynlent eligibility and identity documentation for all employees, and upon request. provide City with copies ofall 1-9 forms and supporting cligihiIity doe umcntation for cath employee who perlorms work under this Agreement. Author shall establish appropriate procedures and controls so that no services will be performed by any ernployee who is not legally eligible to per Form such services. Author shall provide Ciry with a certification letter that it has complied with the verification requirements required by this Agreement. Author shall indemnify City from any penalties or liabilities due to violations of this provision. Citv shall have the ri-ht to immediately terminate this Agreement for violations of this provision by Author. 29. Signature Authority. The person signing= this wgreement hereby warrants that he./she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order. resolution, ordinance or other authorization of the entity. This Agreement, and any amendments) hereto. inay be executed by any authorized representative of Author whose name,title and signature is affixed on the Verification of Signature Authority Font, which is at(achcd hereto as Exhibit `•E" and incorporate herein by reference. Each party is full), entitled to rely on these warranties and representations in entering into this Agreement or ani amendment hereto. w'anL�wigpIId Persormi Services ALreernew-Lihrarc PALL e 7 ut 1 I Ede%. 112016 City Secretary Contract No. 'ITNE WHEREOF,the pities hereto have executed this Agreement in multiples this if lay of 20 t. j ACCEPTED AND AGREED: ACCEPTED AND AGREED: CITY OF FORT WORTH: Wayne Wiegand- By: Fernando Costa Way" to d Assistant City ager Autb C, Date: I Is Date: cz;�o IJA 0_5 9 fo ATTE T ?/ t7v Bv: IN4 J.K, er Ci Secre- APP VEDAS TOFORM AND LEGALITY: Paige"gleballe Assistant City Attorney CONTRACT AUTHORIZATION: M&C: No M&C Necessary Date Approved:NiA 1295 Certification:N/A CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge,that I am the person responsible for the monitoring and administration of this contract,including ensuring all perflomiane 6 reporting requirements. Maril4r,Marvi Assistant Libra 9i rector O"ICIAL R11COR4 CITY NOCRITARY Pt WORTHI 1rX Wayne Wiepnd Personal Sery,ces Agreement-Library PapcL'8 of 11 Rev. 121'_0 16 Cite Secretary Contract No. EXHIBIT"A" STATEMENT OF WORK Scope of Work/Project Deliverables Wayne W iegand will speak to an audience on the topic of his hook, DcsciTregwion ol-the Public Lihrw.r in the Jiro Crow South: Civil R2i fhrs and Local Activism fora period«f not less than 35 minutes.followed by a question and answer session with the audience. and a book siuninu. Wane N1 iegand Pcr,unaI Sero iccti A�rcrmcnI-I.ihr;rk P;ogc 9 Of I I Rei. 12/2016 City Secretary Contract No. EXHIBIT"B" PAYMENT SCHEDULE The City of fort Worth will issue payment of S i,500,0t7 US❑and payment will be presciltccl at the conclusion of'the performance. lea?nL�Wiegaad Persomil ServiesAgreement-1.ilnar} Page 10 of l I Rev- 1212010 City Secretary Contract No. EXHIBIT"C" VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Wayne Wiegand Legal Address:2232 Tice Creek Drive 94, Walnut Creek,CA 94595 Services to be provided:Wayne Wiegand will speak on the topic of his book,Desegregation of the Public Library in the Jim Crow South.Civil Rights and Local Activism for a period of not less than 35 minutes,followed by a question and answer session with the audience,and a book signing. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to exmute any agreement,amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company.The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (l0) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: 6j111y.7 v Position: Z Signa 2. N 7/ Position: Signature 3. Name: Position: Signature Name: Wayne Wiegand Sign re o resident/IWfJ Oth r Till . Dai l Wayne Wiepnd Personal Services Agreement-Library Page 11 of I 1 Rev. 1212016