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HomeMy WebLinkAboutContract 39017i PROFESSIONAL SERVICES AGREEMENT ry �®�T14A��IoTAI��i 9C)L 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 GERRY RUBENDALL ("Contractor"), an individual. 1. SCOPE OF SERVICES. I.1. Contractor's Services. Contractor hereby agrees to provide the City with professional services to assist the City's Business Assistance Center (the "BAC") in providing professional business counseling services to clients of the Business Assistance Center (BAC). Contractor will undertake this responsibility and use best efforts to accomplish this goal (the "Services"). All of Contractor's Services will be subject to the BAC's final approval and will be performed in accordance with the BAC's standards, but Contractor will direct the details and means by which the Services are accomplished. 1.2 Work Product. All work produced by Contractor 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, Contractor hereby assigns all right, title and interest in the Work Product to the City and will execute any documents required to evidence such assignment. Without limiting the foregoing, Contractor understands and agrees that Contractor will not retain any ownership rights whatsoever in or to the Work Product. Contractor 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. 1.3. Confidential Information. Contractor hereby acknowledges that Contractor will have access to and may receive information concerning the BAC's clients and sponsors as well as the BAC's and the City's organization. Contractor hereby agrees that Contractor will treat all such information as confidential and that Contractor will not at any time disclose any such confidential information to any third party without the BAC's or the City's prior written consent. This provision shall survive termination of this Agreement and includes but is not limited to information concerning budgets and marketing information. Upon expiration or termination of this Agreement, Contractor shall return all documents, materials, equipment, photographs, and other items that belong to the BAC, its clients or Page 1 Professional Services Agreement with Gerry Rubendall (Counselor) OFFICIAL RECORD CITY SECRETARY T. (NORTH, TX 08-24-09 P02*03 IN sponsors, or the City, and Contractor agrees to not keep copies of any information in any form with the express written consent of the BAC or the City. 2. TERM. This Agreement shall commence on June 1, 2009 ("Effective Date") and shall continue in full force and effect until January 8, 2010 (the "Term"), unless terminated earlier in accordance with the provisions of this Agreement or when the City has provided Contractor with written notice that Contractor's services are no longer required, in which case Section 4.2 shall apply. 3. COMPENSATION. The City will pay Contractor $25.00 per hour, not to exceed 20 hours or $500.00 per month. This fee shall be paid to Contractor on the dates indicated in the schedule below, contingent upon completion of appropriate documentation, including time sheets and counselor reports, by the deadlines shown in the schedule below: Month Intakes Due Submit Invoice JUN 6/30/2009 7/6/2009 JUL 7/28/2009 8/3/2009 AUG 8/25/2009 9/1/2009 SEPT 09/29/2009 10/5/2009 OCT 10/27/2009 11/2/2009 NOV 11/24/2009 12/1/2009 IL DEC 12/29/2009 1/4/2010 4. TERMINATION. 4.1. Written Notice. Payment Date 7/10/2009 8/7/2009 9/4/2009 10/9/2009 11/6/2009 12/4/2009 1/8/2010 Either party may terminate this Agreement at any time and for any reason by its providing the other party with at least fifteen (15) days' written notice of termination. Page 2 Professional Services Agreement with Gerry Rubendall (Counselor) 4.2. Duties and Obligations 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 Contractor only for Services actually rendered as of the effective date of termination and Contractor shall continue to provide the City with Services requested by City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor'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, Contractor hereby agrees immediately to make full disclosure to the City in writing. 6. INSURANCE. Contractor shall procure and maintain at all times, in full force and effect, the following types of insurance at the following limits: • Automobile Liability: At limits equal to or above those required by law on all vehicles, whether owned or hired, in use by Contractor in the performance of Services provided hereunder. Contractor shall promptly provide the City with certificates of insurance that verify Contractor's compliance with such insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Contractor's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor 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, Contractor 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. Contractor acknowledges that the doctrine of respondent superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Contractor. Contractor understands and acknowledges that Page 3 Professional Services Agreement with Geary Rubendall (Counselor) Contractor does not have the right to enter into any contracts or commitments on behalf of the BAC or the City. As an independent contractor, Contractor understands and agrees that Contractor 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. Contractor will discharge all obligations imposed upon Contractor 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. The City shall issue information returns as required by law with respect to all sums paid to Contractor hereunder. If any claim arises from an alleged violation of foregoing by Contractor, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR 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 CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND 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 8 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Page 4 Professional Services Agreement with Gerry Rubendall (Counselor) i The provisions and conditions of this Agreement are solely for the benefit of the City and_._ _ - Formatted: Font: 12 pt Contractor and are not intended to create any rights, contractual or otherwise, to any other person or entity. Contractor may not assign or subcontract any of Contractor's duties. obligations or rishts 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 Contractor under this Agreement. 10. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Contractor agrees to comply with all federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 11. NON-DISCRID�IINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 12. LICENSES AND PERNIITS. Contractor 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: Page 5 Professional Services Agreement with Geny Rubendall (Counselor) To THE CITY: City of Fort Worth Housing & Economic Dev. Dept. Attn: Cheryl Jones 1150 South Freeway Fort Worth, TX 76102-6311 14. GOVERNMENTAL POWERS. To CONTRACTOR: Gerry Rubendall P.O. Box 101422 Fort Worth TX 76185 817-228-2120 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 Contractor 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 Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 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 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. 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 Contractor 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 Page 6 Professional Services Agreement with Gerry Rubendall (Counselor) 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. 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 Contractor, 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 to be effective as of June 1, 2009: CITY OF FORT WORTH: GERRY RiJBENDALL Tom Higgins Assistant City Manager n is APPROVED AS TO FORM AND LEGALITY: Peter Vaky, Assistant C' Attorney M & C: Not required so long as funds appropriated Page 7 Professional Services Agreement with Gerry Rubendall (Counselor) OFFICIAL RECORD CITY S�CCRETAr% 1 WORTH, T