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HomeMy WebLinkAboutContract 35355�.�;i i 4` �E�R�Ti�iY :n;C7i�!T�;r�,C i �"� . PROFESSIONAL SER�JICES 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 Libby Watson, its duly authorized Assistant City Manager, and LEONA T. JOHNSON ("CQnsultant"), an individual. 1. SCOPE OF SERVICES. 1.1. Consultant's Services. Consultant hereby agrees to provide the City's Parks and Community Services Department (PACSD) with professional consulting services to assist PACS with programs related to the Community Services Division. The Project is described in detail in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. The City and Consultant may change the scope of the Project by substituting an amended Exhibit "A", signed by both the Ciiy and Consultant, which shall then be attached to this Agreement and made a part of this Agreement for all purposes. 1.2. City's Duties. The City shall provide Consultant access on a reasonably timely basis to various City personnel for interviews, questions, consultation, document reviews and other forms of participation necessary to the Project. 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 when it is necessary for Consultant to be on-site. 1.3. Work Schedule. Within seven (7) days following the Effective Date of this Agreement, as defined in Section 2, the City and Consultant shall complete a written work schedule applicable to the Project ("Work Schedule"). This Work Schedule shall establish timetables and milestones relating to and in accordance with each step or line item of work referenced in Exhibit "A". ..S 1 f 1��(�l ���/ i'�_..• t ,���y;�;..� L � � '�:�vV,�?;f � '-:11�II^.+ �q^/.:�� r�l' 1i��7 ! C'J �1 1U ,: �L!."�';�; ��'��'1 �� `jf ei.��•�i,�:,�i.lili ii����u�+ � l 't 1.4. Work Product. All work produced by Consultant under this Agreement (collectively the "Work Product") shall be owned, at all times, by trie City. Consultant shall deliver the Work Product to the City upon the termination or expiration of this Agreement. The City shall have access to and be entitied to review and copy any portion of the Work Product at any time. Consultant may retain a copy of the Work Product except as to any portion thereof that is proprietary or otherwise confidential. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for a term of seventy-five (75) days or by July 15, 2007, unless (i) terminated earlier in accordance with the provisions of this Agreement or when the City has provided Consultant with written notice that Consultant has fulfilled her obligations under this Agreement provided that the City has appropriated sufficient funds in its then-current fiscal year budget to pay Consultant any balance of the $6,400.00 in compensation specified by Section 3 hereof. 3. COMPENSATION. Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant a sum not to exceed $6,400.00 for services provided and expenses incurred in the carrying out and fulfillment of Consultant's duties and obligations under this Agreement. The specific services and expenses involved in each step of the Project are described in Exhibit "A". Notwithstanding anything herein to the contrary, in no event shall Consultant be compensated any sum greater than $6,400.00 for services provided pursuant to this Agreement unless this Agreement is amended in writing by both the City and Consultant. 2 �.-�.-.-.,-�_. _..__._— , ,- �,- ._� .j r„C-,�,� � !�� }JI4.JIi��I�L 1: j��);,/,��;`��� �� � ,. '`-'i�l� �:�'�t:�'t�'s���='};�'�j �, �.. �,��( .,;:?.`'�.I�/ � ��' :�/,;�9 c t �� .. � 1:�J�� �!:L`ia .` .._._.... '_. _ _ E 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any tirr�e and for any reason or no reason by its providing the other party with written notice of termination. 4.2. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to its termination, as provided in Section 2, the City shall pay Consultant for services actually rendered as of 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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 the Project. 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. The City acknowledges that Consultant may use products, materials or methodoiogies 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. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. -L, ^ ;;., : . .� _ �� ri � . ;, b� �;, � _� 1'Y:'! ,,:�'� 9: �:i���;,t`;;;q�;J S �: ;� ;a�,;=���;;7�� �.�„ 3 , �lJ i% ��s,:,,i}1,��;;;,i,;�� .���> ''`"�'�:�:u�J� ��;r;`r � � ��,: � 6. AUDITS. The City shall have, for three (3) years following the termination of this Agreement and upon reasonable advance notice, access to and the right to examine and audit any books, documents, papers, records or other data of Consultant that involve transactions relating to this Agreement. Accordingly, Consultant shall provide the City with access during normal working hours to all of Consultant's facilities and with appropriate workspace at Consultant's facilities necessary for the City to conduct examinations and audits in accordance with this Agreement. 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 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 ef a partnership or joint enterprise between the City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMA GES OF ANY KIND, INCL UDING, B UT 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. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESSAND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM :�4ND ; . . � 1 5 ��_ � "i'i'� �� ;,' � ,y � � '':J'J u�,��� c' �+�.: V,', I� �i' ;` �yI 4 ; �Sj -,;,';;�; ;,�,�,; �; �p,� � ru� .� �J�:��t'i 71�?c,,� !.._ �._..�._� AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR DAMAGES OF ANY KIND, INCL UDWG, 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 INJUR Y, INCL UDING DEA TH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREENfENT, TO THE EXTENT CAUSED BY THE NEGLIGEIVT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPL03'FES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its dufies, obligations or rights under this Agreement without the prior written consent of the City. If the City grants such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 10. 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. 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 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. 5 12. LICENSES AND PERNfiiTS. 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. 13. 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 THE CITY: To CONSULTANT: City of Fort Worth Parks and Community Services Department Leona T. Johnson Melody Mitchell, Acting Director 1912 Clover Hill Rd. 4200 S. Freeway, Suite. 2200 Mansfield, TX 76063 Fort Worth, TX 76115-1499 Facsimile: (817) 871- 5724 Facsimile: (682) 518-1490 14. GOVERNMENTAL POWEI�S. 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. � � , , � r, , � � � �,,[ ">'r f '-d� �'�4V`✓�t'f;' ;�S�S���- �::���°^�i��711,�,t�„ ��UU 6 V �::;'�.�S,L'�:.:ti ,Jt� ._ � n j�l r;��`.7 �. � J ,f ' �; , .. _: .', ; � i; ? �, , . 16. 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 Norti�ern District of Texas, Fort VWorth Division. In any such action, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees incurred in-ihe bringing or defending of the action. 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 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. 19. HEADINGS NOT CONTROLL,ING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. 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 7 he amended unless agreed to in wvriting by both parties and, if required, approved by the City's City Co�:ncil. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples as of the later date below: CITY OF FORT WORTH: / / � ir — �_ �--� � �.- B�: � � Libby Watson Assistant City Manager LEONA T. JOHNSON: By: �! '���''��%c.�� QQ�i1(�el:v� �Leona T. Johnson �� � -, Date: �=� � G�` Date: `'� �1 ��i � ATTEST: ATTEST: \ ' < By; 1 �� �`�, 'n� , ��� � L�;�`- � �-�— By: City Secretary � � APPROVED AS TO FORM AND LEGALITY: Assistant City Atto ney hI() �&C l�i:�IJdR�D , y,,. ,, .,,_ .,. S , , i,,,_;'..,;,-i��;,, ;('t�,!,�:-tL il���,V�.: � ' ��1 a 5,� '��i "''�� � ,g g ��il v::�:,;����.'tib' �J5]. ..��'J�:� l� J��i`, STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Anne Ricicer, lcnown to me to be the person whose name is subscribed to the foregoing instrument, and acicnowledged to me that the same was the act of Leona T. Johnson and that she executed the same, and had authorization to execute the same, as the act of Leona T. Johnson for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN LINDER MY HAND AND SEAL OF OFFICE this �� day of , 2007. �,��Y� MARILYN ISAACS Notary Publlc � * * STATE OF 7EXAS � Notary Public in an or the State of Texas `�+�o�t4�' Myr Comm. Exp. OU2312010 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson, lcnown to me to be the person whose name is subscribed to the foregoing instrument, and acicnowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN LJNDER MY HAND AND SEAL OF OFFICE this lU �✓�/� day of �,�� , 2007. �� e:'•--, ; ��'.. "�t�_ ROSELLABARNES �i�,��ti-- ��I'�.'1.t,4..:--� MY COMMISSION EXPIRES ;'�-?;,p;,�e:�'� ��31�� Notaiy Public in and for the State of Texas Y7 J�����:: ' � 1:Sv � .�=Y � f''� �P� `,\r���l� �I��'S1�)` 'Jj�u� v'�l,,j� vat'.� ,r �11li�ciL�l ���:��, `7'�� ..���✓J:�h1� �L:G��� ..__�_._F_._._e--.F.,._. v._ . Leona T. Johnson Exhibit A Page 1 of 2 Exhibit A In accordance with the Letter of Agreement, the following projects will be completed by Leona T. Johnson conducting business prior to July 15, 2007. Ms. Johnson will provide documentation of billable hours prior to payment for services. Scope: Your duties will include conferring with City staff; assisting with interviews, attending meetings with City staff and negotiation with others; preparing documents and reviewing the uocuments prepared by City staff; attending one or more City Council meetings; reviewing grant documents and giving advice on procedures. The i ity will provide you with an email address so that your personal account does not hecome public. Your primary contact with the Parks and Community Services Department will be Melody Mitchell. Ms. Mitchell will provide you the specific work assignments in connection with this agreemerat. Project List and Description 1. Complete Speedway Charities Grant Application — Complete application for grant to provide partial funding for Cowboy Santas Program. 2. Assist with the employment process and provide training for the following positions: • Administrative Assistant position for Cowboy Santas • Contract Compliance Specialist • Assistant Director 3. Monitor schedule of annual/quarterly projects/timelines of all grants 4. Secure Cowboy Santas Warehouse 5. Assist with the Comin' Up Gang Intervention Program audit response The following are the additional terms and conditions of your employment: A. Billing l. Your fees will be paid by the City at the rate of $44.43 per hour. Do not perform services or incur reimbursable costs exceeding $6,400.00 without prior written approval of the Parks and Community Services Department Director. Please contact Ms. Mitchell when aggregate billing on this file reaches $5,000 or as soon as you reasonable anticipate that your engagement may exceed the $5,000 level, whichever is sooner, to discuss future requirements. ' � <<<�. .�,�,,��� ., J � J., .. . � a.�� ��� �� r.�. ��� � i� �1 '�' `''!�r �ti�l,ly;;;j�; , t �,,�v.� i� �.. � n ••�n r �r, I�� �, .�y�i:!�I; ��:' I �U � �i �1! . :`✓.;l:��s Ul: ' �.a m._� __��_ _._e Leona T. Johnson Exhibit A Page 2 of 2 Fee bill should be itemized to include the following information: a. The date of each service performed; b. A brief description of the service performed; and c. The amount of time spent in performing the service 4. Please do not include past due invoice amounts in your current billing as such practice will delay payment until research can be done on the past due amount. Please stay current with your billing. If there is a delay in payment, please contact Melody Mitchell at 817-871-5711 to resolve. 5. The City of Fort Worth will not pay for charges relating to word processing or computer time. We do not anticipate that the services you are being retained to perform v�ill require extensive research, word processing or computer time. If that is incorrect, please contact Ms. Mitchell to explain the need for extensive research. 6. The City of Fort Worth will pay fflr photocopying at actual costs, which will generally not exceed $.15 per page. When feasible, large copying projects should be sent to a copying service. Clerical time for photocopying will not be paid. We do not anticipate that your services will require large copying proj ects. 7. The City of Fort Worth does not pay for overhead expenses. Overhead, computer time, local fax charges, and preparation of fee bills are not reimbursable items unless specifically approved. 8. The City of Fort Worth does not reimburse for the cost of ineals. If business is conducted during a meal, appropriate charges may be made at normal hourly rates, but charges for food, beverages, etc., will not be reimbursed. 9. The City of Fort Worth reviews each fee and expense bill to determine the reasonableness of the charges and the necessity and cost-effectiveness of the service and/or expense. In this regard, the City may from time to time ask for additional supporting information regarding your services. 12. You will provide the supporting documentation attached as Exhibit A with each of your bills. '=,'r':'1'�,, y , n rsa�:�,`,'�� j ; !�' J�,J ,l �;2�v` �r� � ,�'"�� ��y' ,��� � ���_;�,� ���i� t, J 'L 'J..� \; G•. c.. . 1�. � � �i�, :: _,-�'1��, `���7 � I i(.�Loo f_...�. �.�.�.!