HomeMy WebLinkAboutContract 33934 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 organized under the laws of the State of Texas, acting by and through
Dale Fisseler, its duly authorized Assistant City Manager, and DARLENE RYAN
("Consultant"), an individual.
1. SCOPE OF SERVICES.
1.1. Consultant's Services.
Consultant hereby agrees to provide Tech Fort Worth("TFW") with professional
consulting services to assist TFW in (i) providing business mentoring and consulting to
clients, prospective clients and affiliates of TFW; (ii) planning, coordinating and
implementing events for and on behalf of TFW; (iii) directing TFW personnel and
operations; and(iv)other related services as mutually agreed to by and between TFW and
Consultant, as more specifically set forth in Exhibit "A", attached hereto and hereby
made a part of this Agreement for all purposes (collectively, the "Services"). Consultant
shall provide the City with four(4)written reports during the Term of this Agreement, in
a form and pursuant to a schedule reasonably acceptable to TPW, outlining the specific
Services provided during period since the Effective Date or the date of the previous
Report, as the case may be (each a "Report"). The City understands and agrees that
Consultant customarily provides similar services for other entities and that all Services
will be rendered on a non-exclusive contract basis. All Services will be subject to TFW's
final approval and will be performed in accordance with TFW's standards, but Consultant
will direct the details and means by which the Services are accomplished.
1.2. City's Duties.
The City shall provide Consultant access to TPW clients. The City shall also
provide Consultant with reasonable facilities and equipment in order to allow Consultant
to perform its duties and obligations under this Agreement.
1.3. Work Schedule.
Consultant shall provide Services hereunder for 32 hours per week.
1.4. Work Product.
All work produced by Consultant under this Agreement (collectively the "Work
Product") will be considered works for hire and will be the sole and exclusive property
of the City. In the event that the Work Product is not copyrightable subject matter or is
for any reason not deemed to be works for hire, Consultant hereby assigns all right, title
and interest in the Work Product to the City and will execute any documents required to
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evidence such assignment. Without limiting the foregoing, Consultant understands and
agrees that Consultant will not retain any ownership rights whatsoever in or to the Work
Product. Consultant hereby warrants and represents that the Work Product will be
original work and will not infringe upon or violate rights of any person or entity,
including, without limitation, any copyrights, trademarks or rights of privacy or publicity.
This provision shall survive the termination or expiration of this Agreement
2. TERM.
This Agreement shall commence as of August 14, 2006 ("Effective Date") and shall
continue in full force and effect until December 8, 2006 (the "Term"), unless terminated earlier
in accordance with the provisions of this Agreement or when the City has provided Consultant
with written notice that Consultant's services are no longer required, in which case Section 4.2
shall apply.
3. COMPENSATION.
Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant
a sum not to exceed $16,565.00 for Services provided hereunder, payable in four (4) equal
installments of$4,141.25. Each installment shall be payable upon completion of all paperwork
related to the Services and required by TPW, including submission of Reports in accordance
with Section 1.1. In addition, the City will reimburse Consultant for reasonable expenses
incurred by Consultant and approved in advance by TFW with respect to Consultant's provision
of Services hereunder, subject to appropriation of such sums by the City Council. Such expenses
shall be submitted to TFW by the first of each month and will be payable on the date of the next
compensation installment.
4. TERMINATION.
4.1. Written Notice.
Either party may terminate this Agreement at any time and for any reason by its
providing the other party with written notice of termination.
4.2. Duties and Oblieations of the Parties.
In the event that this Agreement is terminated prior to expiration of the Term, as
provided in Section 2, the City shall pay Consultant only for Services actually rendered
as of the effective date of termination and Consultant shall continue to provide the City
with Services requested by TPW and in accordance with this Agreement up to the
effective date of termination,all at a rate of$30.45 per hour.
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5. 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 and proposed
services with respect to Services rendered hereunder. 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.
6. 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 respondent 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.
As an independent contractor, Consultant understands and agrees that Consultant will not
be eligible for any City employee benefits and will not be considered an employee with regard to
any laws concerning Social Security, disability insurance, unemployment compensation, federal,
state or local income tax withholding at local source or any other laws, regulations or orders
relating to employees. Consultant will discharge all obligations imposed upon Consultant as an
independent contractor by all applicable federal, state or local laws, regulations or orders now or
hereafter in force, including, but not limited to, those relating to federal income taxes and
Worker's Compensation, the filing of all returns and reports, and the payment of all required
assessments, taxes and other sums. If any claim arises from an alleged violation of foregoing by
Consultant, Consultant agrees to assume such liability and to indemnify and defend the City and
hold the City harmless from such claim.
7. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
CLAIMS,DEMANDS,LAWSUITS OR OTHER ACTIONS FOR DAMAGES OFANY KIND,
INCLUDING, BUT NOT LIMITED TO, 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 CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
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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 DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
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
%IND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF THE CITY, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
THIS SECTION 7 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF
THIS AGREEMENT.
8. 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.
9. 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, sexual orientation 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.
10. 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.
11. 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
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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 Darlene Ryan
Economic and Community Dev. Dept. 2707 Greenwood Lane
1000 Throckmorton Arlington, TX 76013
Fort Worth, TX 76102-6311
Facsimile: (817) 392-2431 Facsimile: g 7 a g- d 1) 80
12. 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.
13. 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.
14. 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.
15. 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.
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16. 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.
17. 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.
18. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the later date below, but to be effective as of August 14, 2006:
CITY OF FORT WORTH: DARLENE RYAN:
By: �
Dale Fisseler
Assistant City ager
c
Date: (-,2- Date: O
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ATTEST: ATTEST:
By: _ By:
it_y Secretary
APPROVED AS TO FORM AND LEGALITY:
Peter Vaky, Assisweity Attorney
M&C: Not required so long as funds appropriated
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TECH Fort Worth
A City-University-Industry partnership.
Responsibility Hr 1Vlonth 2006 Activity
Represent Tech Fort Worth (marketing) Description
Represent the interests of TFW at local,regional,
1 national activities such as BIODFW,Chambers,MBIA, 0
UNTHSC seminars,board and commissions,etc.as
appropriate.
Identify and meet with potential client companies,
2 sponsors,or partners to represent TFW's value 0
.proposition
Manage Clients to Commercialization
Assist client companies with market entry strategies for
I new and emerging technologies. Assist with technology 0
partner agreements and referrals to intellectual property
experts.
Evaluate potential spin-off opportunities from the HSC
2 or from partnerships with regional institutions or 0
companies
3 Serve as a consultant/liaison with companies submitting 0
SBIR/STTR proposals
4 Manage SBIR Phase 0 program. 0
Incubator Management
I Provide leadership to incubator staff. Develop,implement& 0
manage 90-day work plan.
Manage and report performance measures. Analyze&
2 evaluate report on Incutrak from Marilyn Johnson,Brent 0
Sorrells. Make recommendations for improvements or
efficiencies of service delivery.
Monitor status of clients referred and technology
3
assistance received from SATOP.Analyze and evaluate
0
report from consultant Calvin King. Require follow up
for performance measures.
Monitor student activity from TCU Internship program.
4 Require reporting from Brent Sorrells,Calvin King, 0
Dick Craiglow. Assign follow up with David Minor for
planning for next semester's internship program.
Provide monthly report to Manager of Economic
5 Diversification,including performance measures: job 0
creation, investments,contracts.
Provide Client-specific business assistance
1 Evaluate needs and identify resources for start-up 0 �� giI
companies
C0ff 1�CETAPV
Responsibility Hr jMonth 2006 Activity
3 Facilitate client companies in meeting milestones from 0
business plan
4 Manage consultant activity. (Reports from Calvin King, 0
Dick Craiglow,Peter Stevens.)
2 Identify management needs of client companies and 0
recruit consultants to fulfill short-term needs.
Provide counseling and assistance to client companies
with company formation,business planning and funding 0
strategies.
Assist client companies to develop strategy to attract
3 venture capital. Provide introductions to venture capital 0
for qualified companies. Assist client companies to
prepare venture capital presentations.
Total for Month 0