HomeMy WebLinkAboutContract 53144 CITY SECRETARY
cowmCT M0. (53144 _
AGREEMENT FOR PERSONAL SERVICES
THIS AGREEMENT FOR PERSONAL SERVICES("Agreement") is made and entered into
by and between THE CITY OF FORT WORTH, a home-rule municipal corporation of the
State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and
MICHAEL CRUM ("Consultant"), an individual. City and Consultant may be individually
referred to herein as a"Party"and collectively as the"Parties."
WHEREAS, a national search was conducted to fill the position of Department Director for the
City's Public Events Department(the"Department"); and
WHEREAS, Consultant was selected to fill the position and will be commencing employment
with the City on February 3,2020("Start Date");and
WHEREAS, City wishes to engage Consultant to provide a limited amount of services prior to
the Start Date;and
WHEREAS, the Parties wish to memorialize the terms of the services to be provided and the
compensation to be paid therefor.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties
agree as follows.
1. Services.
Consultant will, with good faith and due diligence, provide the services as described in this
section(the"Services'). Consultant will participate in specific discussions and events involving
decisions that will impact the Department into the tenure of the new director and will attend
events and meetings required to gain a strong foundation of partnerships. The activities include
discussing decisions related to filling both Assistant Director positions that are currently vacant
and attending meetings involving the Convention Center Advisory Committee and events such as
Personal Services Agreement with Mike Crum Page 1 of 11
h� OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
key Stockshow meetings or functions that include the Stockshow leadership. Consultant may
attend meetings via telephone if approved by the City.
Consultant shall perform the Services in accordance with standards in the industry for the
same or similar services. In addition, Consultant shall perform the Services in accordance with
all applicable federal, state, and local laws, rules, and regulations.
2. Term. Services shall be provided by Consultant for a term beginning December 1, 2019
and ending February 2, 2020, unless terminated earlier in accordance with Section 4 of this
Agreement.
3. Compensation.
a) Fee
As full and complete compensation for all Services described above, Consultant
shall be paid a fee of One Hundred and Twenty Dollars ($120.00) per hour for the
Services. Consultant's total fee for the term of the Agreement shall not exceed
Ten Thousand Dollars ($10,000.00),plus travel reimbursement as detailed below.
b) Travel Expenses
In addition to any fee due under Subsection (4)(a), City shall reimburse
Consultant for actual travel-related expenses (such as personal car mileage and/or
taxis,) at a reasonable and customary rate in an amount not to exceed $2,000.00
total. Personal car mileage will be billed at standard IRS business mileage rates
in effect at the time of travel. Hotel stays will be arranged through the Public
Events Department and paid directly by the City.
c) Structure of Payments
i. The Consultant will issue weekly invoices for all work performed under
this Agreement. Invoices shall be submitted following the end of each
week and sent to Andrea Wright, Public Events Department, Fort Worth
Convention Center, 1201 Houston Street, Fort Worth, Texas 76102
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andrea.wriuht(iufortworthtexas.gov). Invoices are due and payable within
30 days of receipt.
ii. The Consultant shall provide the City with signed time sheets
documenting the time spent on the Services, which shall generally be
sufficient documentation to substantiate invoices. If the City requires
additional reasonable documentation, it shall request the same promptly
after receiving the above-described information, and the Consultant shall
provide such additional reasonable documentation to the extent the same is
available.
iii. On full and final completion of the Services, Consultant shall submit a
final invoice,and City shall pay any balance due within 30 days of receipt
of such invoice.
iv. Travel reimbursement shall be paid weekly. The Consultant will issue
weekly invoices for all travel costs under this Agreement following the
end of the week. Travel invoices are due and payable within 30 days of
receipt.
V. The Consultant shall provide the City with copies of all travel receipts and
documentation of car mileage for personal vehicle use, which information
shall generally be sufficient documentation to substantiate invoices. If the
City requires additional reasonable documentation, it shall request the
same promptly after receiving the above-described information, and the
Consultant shall provide such additional reasonable documentation to the
extent the same is available.
vi. In the event of a disputed or contested billing, only the portion being
contested will be withheld from payment, and the undisputed portion will
be paid. City will exercise reasonableness in contesting any bill or portion
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thereof. No interest will accrue on any contested portion of the billing
until the contest has been mutually resolved.
vii. For contested billings, the City shall make payment in full to Consultant
within 60 days of the date the contested matter is resolved. If City fails to
make such payment,Consultant may,after giving 7 days' written notice to
City, suspend services under this Agreement until paid in full, including
interest calculated from the date the billing contest was resolved. In the
event of suspension of services, Consultant shall have no liability to City
for delays or damages caused to City because of such suspension of
services.
4. Termination. Either Party may terminate this Agreement at any time, with or without
cause, by providing the other Party with ten (10) days' written notice of termination. In the
event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant
only for Services actually rendered and travel expenses actually incurred as of the effective date
of termination. In the event this Agreement is terminated prior to expiration of the Term,
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
S. 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, and subcontractors. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, or subcontractors. 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, servants, employee, or subcontractor of Consultant is in the paid
service of City.
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6. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY
AND ALL PERSONS,OFANY RIND 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 EMPLOYEE.,
CONSULTANT AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS,
SERVANTS,AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS,LAWSUITS,ACTIONS,COSTS,AND
EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNERS BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY (INCLUDING DEATM THAT MAY RELATE TO, ARISE OUT OF, OR BE
OCCASIONED BY(1)CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
OR an ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CIM, OR
SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE
SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS,EMPLOYEES,OR SEPARATE CONTRACTORS,
AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY,
RESPONSIBILITY,IFANY,SHALL BE APPORTIONED COMPARATIVELYINACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S
GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS.
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.
This section shall survive the expiration or termination of this Agreement.
7. Confidential Information. Consultant, for itself and its officers, agents, servants,
employees, and subcontractors, 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. Consultant understands and agrees that the City is a public
entity under the laws of the State of Texas, and as such, is subject to various public information
laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter
552 of the Texas Government Code (the "Act' . Consultant acknowledges that, under the Act,
the following information is subject to disclosure: 1) all documents and data held by the City,
including information obtained from the Consultant, and 2) information held by the Consultant
for or on behalf of City that relates to the transaction of City's business and to which City has a
right of access. If the City receives a request for any documents that may reveal any of
Consultant's proprietary information under the Act, or by any other legal process, law, rule, or
judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify
Consultant prior to disclosure of such documents. The City shall not be liable or responsible in
any way for the disclosure of information not clearly marked as "Proprietary I Confidential
Information"or if disclosure is required by the Act or any other applicable law or court order. In
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the event there is a request for such information, it will be the responsibility of Consultant to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by the City,but by the Office of the Attorney General of the State of Texas
or by a court of competent jurisdiction.
8. Insurance. Consultant shall not be required to procure or maintain insurance in
connection with the Services.
9. Assignment. Because of the personal nature of the Services to be performed hereunder,
Consultant may not and shall not assign or subcontract all or any part of its rights,privileges,or
duties under this Agreement. Any attempted assignment of subcontract shall be void and
constitute a breach of this Agreement.
10. Compliance with Law. Consultant, its officers, agents, servants, 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,
servants, employees, or subcontractors, then Consultant shall immediately desist from and
correct such violation.
11. No Boycott of Israel. If Consultant has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Consultant acknowledges that in accordance
with Chapter 2270 of the Texas Government Code, 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" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
Addendum, Consultant certifies that Consultant's signature provides written verification to City
that Consultant: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the
Agreement.
Personal Services Agreement with Mike Crum Page 6 of 11
12. Non-Discrimination. In the execution, performance, or attempted performance of this
Agreement, Consultant will not discriminate against any person or persons because of disability,
age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will
Consultant permit its officers, agents, servants, 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
officers, 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 officers,agents,employees,or subcontractors.
13. RiEht to Audit. 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 section. City shall give
subcontractor reasonable advance notice of intended audits.
This section shall survive the expiration or termination of this Agreement. `
Personal Services Agreement with Mike Crum Page 7 of 1 I
14. Fiscal Funding. 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.
15. Venue and Jurisdiction. 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.
16. 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:
Jay Chapa,Assistant City Manager
City of Fort Worth Michael Crum
200 Texas St. 5707 Maylin Lane
Fort Worth,Texas 76102 Charlotte,NC 28210
(817)392-5804 (704)361-5159
17. Solicitation of Employees. Neither the 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.
18. Non-Waiver. The failure of either Party to insist upon the performance of any term or
provision of this Agreement or to exercise any right herein conferred shall not be construed as a
waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any
such term or right on any future occasion.
Personal Services Agreement with Mike Crum Page 8 of 11
19. 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 provision of the Services. In the event that any conflicts of interest arise after the
execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in
writing immediately upon learning of such conflict.
20. Diversity Business Enterprise Participation. In accordance with the City Code, the
City has goals for the participation of diversity business enterprises in City contracts. Consultant
acknowledges the goal established for this Agreement and its commitment to meet that goal.
Any misrepresentation of facts(other than a negligent misrepresentation)and/or the commission
of fraud by the Consultant may result in the termination of this Agreement and debarment from
participating in City contracts for a period of time of not less than three(3)years.
21. Governmental Powers. Both Parties agree and understand that the City does not waive
or surrender any of its governmental powers by execution of this Agreement.
22. 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.
23. Force Maieure. If either Party is unable,either in whole or part,to fulfill its obligations
under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts
of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department,
commission,or agency of the United States or of any state;declaration of a state of disaster or of
emergency by the federal, state, county, or City government in accordance with applicable law;
issuance of a Level Orange or Level Red Alert by the United States Department of Homeland
Security; any arrests and restraints; civil disturbances; or explosions; or some other reason
beyond the Parry's reasonable control (each a "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such
event. OF
Personal Services Agreement with Mike Crum Page 9 of 11
24. 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.
25. Review of Counsel. The Parties acknowledge that each Party and its counsel have had
the opportunity to review and revise this Agreement and that the normal 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.
26. Amendment. No amendment,modification,or alteration of the terms of this Agreement
shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly
executed by the parties hereto.
27. Signature Authority. The person signing this Agreement hereby warrants that he or she
has the legal authority to execute this Agreement on behalf of his or her respective Party, and
that such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. The other Party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
28. Entire Agreement. This written instrument (together with any attachments, exhibits,
and appendices) constitutes the entire understanding between the Parties concerning the work
and services to be performed hereunder, and any prior or contemporaneous, oral or written
agreement that purports to vary from the terms hereof shall be void.
EXECUTED in multiple originals on this,the day of VW�f O`t ,2019.
CITY OF FORT WORTH,TEXAS MIKE CRUM
Jay Chapa Michael Crum
Assistant City Manager
Date Signed:- �� of Date Signed:
ATTEST: WITNESS:
Personal Services Agreement with Mike Ctvm Page 10 of 11
i
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of FORT�y
ary itayser Vj #' i
City Secretary %A ,fAQ
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APPROVED AS TO FORM `^
EGAL
Deni .McElroy,bsistant City Attorney
No M&C Required
Personal Services Agreement with Mike Crum Page 11 of 11
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
Soto, Vania Elizabeth
From: McElroy, Denis C.
Sent: Wednesday, December 4, 2019 8:46 AM
To: Soto, Vania Elizabeth
Subject: RE: CORRECTED PAGE FOR RE: Michael E Crum - Fort Worth Consulting Agreement
120219.pdf
Attachments: Fwd:Approval of change to Consulting Agreement; cl corrected page 2 - Crum
agreement.pdf
Vania,
Please replace the original version of page 2 of this agreement with the attached pdf.
The accompanying email contains the written OK of the contractor.
Thanks,
Denis
Denis McElroy
Assistant City Attorney
200 Texas Street
Fort Worth, Texas 76102
(817)392-2758
denis.mcelroygfortworthtexas.g_ov
City of Fort Worth — Working together to build a strong community
FORTWORTH.
From:Chapa,Jesus
Sent:Tuesday, December 3, 2019 6:29 PM
To: McElroy, Denis C. <Denis.McEl roy@fortworthtexas.gov>
Cc: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>
Subject: RE: CORRECTED PAGE FOR RE: Michael E Crum - Fort Worth Consulting Agreement 120219.pdf
He is good with the correction.
From: McElroy, Denis C. <Denis.McElroy@fortworthtexas.gov>
Sent:Tuesday, December 3, 2019 4:11 PM
To:Chapa,Jesus<Jesus.Chapa@fortworthtexas.gov>
Cc:Soto,Vania Elizabeth <Vania.Soto@fortworthtexas.gov>
Subject:CORRECTED PAGE FOR RE: Michael E Crum - Fort Worth Consulting Agreement 120219.pdf
1
Jay,
Vania in the CSO caught a typo I made on page 2. The term indicates it ends 2/2/19 instead of 2/2/20.
I've prepared a corrected page 2 (with a redline to show what's different).
Would you please send this to Mr. Crum and ask him to email back with permission to swap out page 2 of the signed
agreement?
Thanks,
Denis
Denis McElroy
Assistant City Attorney
200 Texas Street
Fort Worth, Texas 76102
(817)392-2758
denis.mcelroy@fortworthtexas.gov
City of Fort Worth — Working together to build a strong community
FoRTWORTH.
From:Chapa,Jesus
Sent: Monday, December 2, 2019 11:38 AM
To: McElroy, Denis C. <Denis.McElroy@fortworthtexas.gov>
Subject: Michael E Crum - Fort Worth Consulting Agreement 120219.pdf
Denis,
Will you sign and then bring to me to sign and move it forward to City Secretary' Office. Thanks.
Jay
z
Soto, Vania Elizabeth
From: Chapa,Jesus
Sent: Tuesday, December 3, 2019 8:45 PM
To: McElroy, Denis C.
Subject: Fwd:Approval of change to Consulting Agreement
FYI
Jay
Begin forwarded message:
From: Mike Crum<crum732@gmail.com>
Date: December 3, 2019 at 8:44:19 PM CST
To: "Chapa, Jesus" <Jesus.Chapa@fortworthtexas.gov>
Subject: Approval of change to Consulting Agreement
CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open
attachments unless you recognize the sender and know the content is safe.
Jay:
This message serves as my approval to change the term of my consulting agreement from
February of 2019 to February of 2020.
Thanks,
Mike Crum
1