HomeMy WebLinkAboutContract 51124 CITY SECRETARY
CONTRACT N0.
FoRTWORTH,
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 Christopher Brancart
("Consultant"). City and Consultant are each individually referred to herein as a "party" and
collectively referred to as the"parties."
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with training
regarding sexual harassment under the Fair Housing 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 22, 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 Four Thousand Three Hundred Dollars and No
Cents($4,300.00)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 Three Thousand Dollars and No Cents
($3,000.00) within thirty(30) calendar days after the City receives an invoice
for the performance of the Services.
3..1.2 Reimbursable Expenses. In addition to any fee due under Section 3.1.1, the
City will reimburse Consultant up to One Thousand Three Hundred Dollars
p�G2 wpR and No Cents($1,300.00)for reasonable and necessary expenses incurred for
travel,which includes coach airfare,hotels,rental car,mileage,and meals(but
C �S�SS no alcohol) ("Reimbursable Expenses"). Incurred Reimbursable Expenses
will be paid concurrently with any invoice submitted for the performance of
Services.
Professional Services Agreement—Quistopher Bran=
Page L of 10 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
32 Following completion of the Services,the Consultant will provide the.City with a signed
fee 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 win
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 Angela Rush,200 Texas
Street,Fort Worth Texas 76102.
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 notices 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 fur 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 fur any reason,
Consultant shall provide the City with copies of all completed or paitially 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
Professional Services Agreement—Clirluopfia Brancart
Page 2 of 10
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.
52 Confidential Information. 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,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. Right 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_4=tractors 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
Prof nionatSavimAgmm=t—ChristWberBroncart
Page 3 of 10
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.
S. 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
LMTED TO, DEATH, TO ANY AND ALL 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, SERVAN17S,AND EMPLOYEES FOR ANY AND ALL CLAIMS OR
SUITS POR 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
Professional Savicw Aptuxnt—ChrWopba Brancut
Page 4 of 10
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 rrient 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 assignment
92 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 Reeulations.
Consultant agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local lawsx 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
Proi�ssionW Service Agrcxmeat,—CEtrisrop6cBraocart
Page 5 of 10
a
transmission, or(3)received by the other patty by United States Mail,registered,return receipt
requested,addressed as follows:
To CITY: To CONSULTANT:
City of Fort Worth Christopher Brancart
Attn:Fernando Costa,Assistant City Manager Brancart and Braticart
200 Texas Street P.O.Box 686
Fort Worth,TX 76102-6314 Pescadero,CA 94060
With copy to Fort Worth City Attorney's Office at
same address
13. Solicitation of Emaloyees.
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 who4=pgnds to a general
solicitation ofadvertisement of 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. Governine 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_
Professional Services Ageadent—Christopher Braneart
Page 6 of 10
r
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 (farce
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 Controlling
Beadings 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 normal rules of constriction 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.
2L 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 eve of each party.
22. Entirety of AEreement
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 cormnercially reasonable efforts to reperform 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.
Professional Services AgreamM—ChristophffBrancart
Page 7 of 10
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 (19�
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 Cfty 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.
onsultant26. Survival of Provisions.
The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), Section 5
(Disclosure of Conflicts and Confidential Information),Section 6(Right to Audit),and Section 8
(Liability and Indemnification)shall survive termination of taus 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 terns 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 that Consultant:(1)does not boycott Israel;and(2)
will not boycott Israel during the term of the contract.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE)
PmfemiorW SavicaAgreemad—thrutophaBmcwt
Page 8 of 10
SIGNATURE PAGE
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONSUL
By: By.
Fernando Costa Name.- Cluistopher Brazil
Assistant City Manager Date: ®FA — 11s — ?Wot ?
Date: 8/17/18
APPROVAL RECOMMENDED:
ATTEST:
By:
Name: By:
Title:
ATTEST: . ........ .0
By;
dity'secretar!y// Y
CONTRACT COWLJANCEGX P.........
By sigrinsigningI acknowledge that I am the n
MAN
"Zn,,,
responsible for the monitoring and adinini
of this contract,including ensuring all performance
and reporting requirements.
By. A
Name: 44mg la Rush
Title: 'ifuman Relations Administrator
APPROVED AS TO FORM AND LEGALITY:
By: a�--
�
Name:Christopher A.Troutt
Assistant City Attorney
CONTRACT AUTHORIZATION: M&C not
required
Form 1295 Certification No.: Form 1295 not
required
Page 9 of 10 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
STATEMENT OF WORK
W Bialy 1 DE,SCRIPON OT"WO1tK{ a ", �TARCarEZ
� �} Itz 3 I�OCA1O1�
' .- .'lJLlt/I�.C.n'.
Training Session:8:30 am.to City employees and
Noon other employees from Bob Bolen Public Safety
August 21, affected entities Complex
2018 The investigation,conciliation, 505 West Felix Street
and litigation of sexual Fort Worth,TX 76115
harassment cases under the Fair
Housing Act.
Professional services Agreement-Christopher Brancart
Page 10 of 10