HomeMy WebLinkAboutContract 36641 (2)• . /. Imo.
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT
WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and
through Karen L. Montgomery, its duly authorized Assistant City Manager, and BRUN
HAGERTY, an individual ("Consultant's.
RECITALS
WHEREAS, City has a substantial need to obtain training of management analysts in the
City's Department of Management Services on the Budget Reporting and Analysis Support
System (BRASS) and Salary and Benefit Forecasting System (SBFS) software used by the City
to develop, manage and monitor the City's budget ("Software");
WHEREAS, City desires to hire a professional knowledgeable and experienced in
providing training services on the Software;
WHEREAS, Consultant has represented that it is knowledgeable and experienced in
providing services of training on the Software; and
WHEREAS, City and Consultant mutually desire to enter into a contract to have
Consultant perform training services on the Software.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the
parties agree as follows:
AGREEMENT
1. Services. Consultant agrees to provide training of management analysts in the City's
Department of Management Services on the Software ("Services"). Services shall be performed
between February 15, 2008, and March 1, 2008, and City employees will be participating in this
training as a required part of their duties. Consultant agrees to perform the Services on dates
between February 15, 2008, and March 1, 2008, to be mutually agreed upon by the parties. The
Services shall consist of a minimum of sixteen (16) hours of training that shall be performed at
City Hall, 1000 Throckmorton, Fort Worth, Tarrant County, Texas. City will be responsible for
providing appropriate space and any necessary equipment required by Consultant. Consultant
shall advise City of any needs regarding equipment within five days of the first day Services are
provided.
2. Term. Services shall be provided by Consultant for a term beginning on February 15,
2008, and ending on March 1, 2008, unless terminated earlier as provided herein.
3. Fee. In consideration of the Services to be performed hereunder by Consultant, City
promises and agrees to pay Consultant an amount not to exceed One Thousand Six Hundred and
No/100 Dollars ($1,600.00) ("Fee") as full and complete compensation for the scope of services
to be performed hereunder, including any and all expenses incurred in connection with
performance of the Services, except that City shall be responsible for the cost of airline
transportation and car rental and will pay such cost directly.
4. Termination. Either party may cancel this Agreement at any time and for any reason by
providing the other party with ten days written notice of termination. Upon Consultant's receipt
of such notice by City, Consultant shall immediately discontinue all Services and the placing of
all orders or the entering into of contracts for all supplies, assistance, facilities and materials in
connection with the performance of this Agreement, and shall proceed to cancel promptly all
existing contracts insofar as they are chargeable to this Agreement. In the event this Agreement
is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually
rendered as of the effective date of termination, in accordance with a final statement submitted
by Consultant documenting the performance of such Services. Upon termination of this
Agreement for any reason, Consultant shall provide City with copies of all completed or partially
completed documents prepared under this Agreement.
5. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive
control of and the exclusive right to control the details of the Services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, subcontractors and program participants. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, subcontractors, or program participants, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Consultant. It is
expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant
is in the paid service of City.
6. Indemnification.
CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, 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/OR PERSONAL INJURY, INCLUDING 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/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, 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, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY.
CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
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.
Consultant shall require all of its subcontrac#ors to include in their subcontracts a release
and indenity in
n favor of City in substantially the same form as above.
This Sec#ion 6 shall survive the expirarion or termination of this Agreement.
7. Assignment. Consultant shall not assign or subcontract all or any part of its rights,
privileges or duties under this Agreement without the prior written consent of City, and any
attempted assignment of subcontract of same without such prior written approval shall be void
and constitute a breach of this agreement.
8. Compliance with Law. Consultant, its officers, agents, employees and subcontractors,
shall abide by and comply with all laws, federal, state and local, including all ordinances, rules
and regulations of City. It is agreed and understood that, if City calls to the attention of
Consultant any such violation on the part of Consultant or any of its officers, agents, employees
or subcontractors, then Consultant shall immediately desist from and correct such violation.
9. Non-DiscriMination. Consultant, in the execution, performance or attempted
performance of this contract and Agreement, will not discriminate against any person or persons
because of disability, age, familial status, sex, race, religion, color or national origin, nor will
Consultant permit its officers, agents, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents,
employees and subcontractors have fully complied with all provisions of same and that no
employee or employee -applicant has been discriminated against by either Consultant, its agents,
employees or subcontractors.
10. R.ight tQ A�,,rdit. 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 any
directly pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions 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 workspace in
order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
This Section 10 shall survive the expiration or termination of this Agreement.
11. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments 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 City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds shall have been
appropriated.
12. Entire Agreement. This written instrument constitutes the entire agreement by the parties
hereto concerning the work and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall
be void.
13. Venue and Jurisdicrion. Should any action, whether real or asserted, at law or in equity,
arise out of the execution, performance, attempted performance of this Agreement, venue for
said action shall lie in Tarrant County, Texas.
14. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the
other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the
address of the other party shown below.
Karen L. Montgomery, Assistant City Manager
City of Fort Worth
1000 Throckmorton St.
Fort Worth, Texas 76102
(817) 3924518
Brian Hagerty
803 Hacienda Drive
El Cajon, California 92020
(619)531-5839
15. Non -waiver. The failure of City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right herein conferred shall not he
construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely
upon any such term or right on any future occasion.
16. 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 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 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. 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.
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
Lily way be affected or impaired.
18. Force Maje� 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 Controlling_ Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE.]
I
1N WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort
Worth, Tarrant County, Texas, to be effective as of the last signature below,
ATTEST:
City Secretary
Date. O
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attome
CITY OF FORT WORTH
Karen L. Montgomery
Assistant City Manager
Date: a
BRIAN HAGERTY
STATE OF CALIFORNIA §
COUNTY OF §
BEFORE ME, the undersigned
on this day personally appeared
subscribed to the foregoing insti
the purpose and consideration the
GIVEN UNDER MY
A.D. 2008.
STATE OF TEXAS §
COUNTY OF TARRANT §
a Notary Public in and for the State of Texas,
Hagerty, known to me to be the person whose name is
and acknowledged to me that he executed the same for
expressed and in the capacity therein stated.
AND SEAL OF OFFICE this
Notary Public in and for the
State of California
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Karen L. Montgomery, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that the same was the
act of the City of Fort Worth for the purpose and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this�_day of c�
A.D. 2008.
JONI R. MAY
MY COMMISSION EXPIRES
May 27, 2011
Notary Public in and for the
Sta"f Texas
State of California
County of J&) DiCAp
ate
personally appeared
Place Notary Seal Above
who proved to me on the basis of satisfactory evidence to
be the personN whose nameN) is/afe subscribed to the
within instrument and acknowledged to me that
he/she4l"W executed the same in his/heo4heir authorized
capacity(49), and that by his/hefftheoir signatureN on the
instrument the person(}, or the entity upon behalf of
which the person(bkacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hind and official seal.
Signature
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this /orm to another document.
of Attached Document
Title or Type of
Document Date:
Signers) Other Than Named
Capacity(ies) Claimed by Signers)
Signer's Name:
❑ Individual
❑ Corporate Officer
❑ Partner — ❑ Limit/Genera❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conse
❑ Other:
Signer Is Rgiafesenting:
dividual
❑ Cor ate
❑ Partner
Num�f Pages:
Officer — Title(s):
Limited ❑General
❑ Attorney in I
❑ Trustee
❑ Guardian or
❑ Other:
Signer Is Representing:
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