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HomeMy WebLinkAboutContract 51090 ry SECRETARY o �� FO RT WV RT H 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 of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Scott P. Moore, and individual ("Consultant"). City and Consultant are each individually referred to herein as a"party" and collectively referred to as the"parties." 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with training regarding the Americans with Disabilities Act, Fair Housing Act, and the Rehabilitation Act. Attached hereto and incorporated herein for all purposes incident to this Agreement is Exhibit A, Statement Of Work, which more specifically describes the services to be provided hereunder. The actions and objections contained in Exhibit A are referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services and pursuant to with all applicable federal, state, and local laws,rules,and regulations. 2. Term. This Agreement is effective when executed by all of the Parties ("Effective Date") and shall expire no later than August 15, 2018 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended in writing by the parties. 3. Compensation. 3.1 Total compensation will not exceed Seven Thousand Three Hundred Dollars and No Cents ($7,300.00) for all Services performed under this Agreement to include the total of Consultant's fixed fee and all reimbursable expenses. 3.1.1 Fee. As full and complete compensation for all Services described herein, Consultant will be paid a fixed fee of Six Thousand Dollars and No Cents ($6,000.00) within thirty (30) calendar days after the City receives an invoices for the performance of the Services. RECEIVED 3.1.2 Reimbursable Expenses. In addition to any fee due under Section 3.1.1, the City 2018 will reimburse Vendor up to One Thousand Three Hundred Dollars and No cily 01 FORT WORTH Cents ($1,300.00) for reasonable and necessary expenses incurred for travel, CITY SECRETARY which includes coach airfare, hotels, rental car, mileage, and meals (but no alcohol) ("Reimbursable Expenses"). Incurred Reimbursable Expenses will be paid concurrently with any invoice submitted for the performance of Services. 3.2 Following completion the Services, the Consultant will provide the City with a signed fee Professional Services Agreement—Scott P.Moore OFFICIAL �CQ� Page 1 of 9 cITY wafrmy invoice summarizing the (i) Services that have been completed and (ii) the Reimbursable Expenses that have been incurred and for which payment is being requested. In submitting invoices, Consultant must provide copies of receipts for all Reimbursable Expenses. If the City requires additional reasonable information, it will request the same promptly after receiving the above information, and the Consultant will provide such additional reasonable information to the extent the same is available. Invoices must be submitted to the City of Fort Worth, attention Angie Rush, 818 Missouri Avenue, Fort Worth Texas 76104. 3.3 The Consultant will not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City will not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. Termination. 4.1. Termination for Convenience. Either the City or Consultant 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. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach within ten (10) calendar days after receipt of notice from the non- breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant 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 shall have been appropriated. 4.4 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 up to 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant 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. 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 under this Agreement. 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. 5.2 Confidential Information. The City acknowledges that Consultant may use products, Professional Services Agreement—Scott P.Moore Page 2 o1`9 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, agrees 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. 6. Rilaht to Audit. 6.1 Consultant agrees that the City shall, until the expiration of three (3) years after 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 Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended audits. 6.2 Consultant 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 final 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 hours 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 give subcontractor not less than 10 days written notice of any intended audits. 7. 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 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 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, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant 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. 8.1 CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL Professional Services Agreement—Scott P.Moore Page 3 of 4 PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND THE OPERATIONS, ACTIVITIES, AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. 8.2 CONSULTANT AGREES TO AND WILL RELEASE CITY, ITS AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. 8.3 Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 8.4 This Section 8 will survive the expiration or termination of this Agreement. 9. Assignment and Subcontracting. 9.1 Assi ment. 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 consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the Professional Services Agreement—Scott P.Moore Page 4 of 9 assignment. 9.2 Subcontract. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. Compliance with Laws,Ordinances,Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 11. 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 any basis prohibited by law. 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. 12. 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 CITY: To CONSULTANT: City of Fort Worth Scott P. Moore Attn: Fernando Costa,Assistant City Manager Baird Holm LLP 200 Texas Street 1700 Farnam Street Fort Worth,TX 76102-6314 Suite 1500 Omaha,NE 68102-2068 With copy to Fort Worth City Attorney's Office at www.bairdholm.com same address 13. Solicitation of Employees. Neither City nor consultant shall, during the term of this Agreement and additionally for 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of Professional Services Agreement—Scott P.Moore Page 5 of 9 employment by either party. 14. 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. 15. 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. 16. Governing Law and Venue. 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. 17. 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. 18. Force Maieure. 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 (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 19. Headings Not Controlline. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the non-nal 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. 21. Amendments/Modifications/Extensions. 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. Professional Services Agreement—Scott P.Moore Page 6 of 9 22. Entirety of Agreement. This Agreement, including any 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 it conflicts with any provision of this Agreement. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 24. Warranty of Services. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)days from the date that the services are completed. In such event, at Consultant's option,Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services. 25. Immigration Nationality Act. The City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification)shall survive termination of this Agreement. 27. Prohibition on Contract with Companies that Boycott Israel. Consultant 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 goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" will have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City Professional Services Agreement—Scott P.Moore Page 7 of 9 that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. SIGNATURE PAGE ACCEPTED AND AGREED: CITY OF FORT WORTH: CONSUL T:. By: ��'Name: Fernando Fernando Costa Name: Scott P.Moore Assistant City Manager jzd 1�Date: Date: $LS//$ APPROVAL RECOMMENDED: ATTEST: By: �Name: �- ,T, • Title: ATTEST: ®k' By: 0 ity Secr t * •• .. CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. JA11flfA4~ By: _ Name: Alszela Rush Title: Human Relations Administrator APPROVED AS TO FORM AND LEGALITY: By: 6C� &— — , Name: Christopher A. Troutt Assistant City Attorney Professional Services Agreement—Scott P.Moore OFFICIAL RECORD Page 8 of CITY SECRETARY T,WORTH,1'R CONTRACT AUTHORIZATION: M&C not required Form 1295 Certification No.: Form 1295 not required EXHIBIT A STATEMENT OF WORK DATE DESCRIPTION OF WORK TARGET LOCATION AUDIENCE Session 1: 8:30 a.m.to Noon: City employees and • Making Housing Accessible other employees Through Accommodations and from affected Modifications. entities • Reasonable accommodation impacting property management issues under the Fair Housing Act August 14, and Section 504 of the Bob Bolen Public Safety 2018 Rehabilitation Act(e.g.assistance Complex animals,parking,etc.) 505 West Felix Street Session 2: 1:00 p.m.to 5:00 p.m. City employees Fort Worth,TX 76115 • Training on municipality's obligation to provide reasonable accommodation(s)/modification(s) under Title II and Section 504 of the Rehabilitation Act, including providing accessibility to City facilities and accommodating persons with disabilities in roviding City services. Professional Services Agreement—Scott P.Moore Page 9 of 9