HomeMy WebLinkAboutContract 39969 (2)t � ZCRETi PV eS? !
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CONTRACT FOR PROFESSIONAL SERVICES
This Professional Services Contract ("Contract") is made by and between the City of Fort
Worth, Texas, a municipal corporation situated in Tarrant, Denton, and Wise Counties, Texas,
hereinafter called "City," acting herein by and through Karen L. Montgomery, its duly authorized
Assistant City Manager and Carolyn Marshall, an individual, hereinafter called "Consultant."
1.
Scope of Services
Consultant agrees to perform in accordance with the highest professional industry
standards the following professional accounting services:
1.1 In preparation for Enterprise Resource Planning ("ERP") system implementation
Consultant will assist with the data clean-up of the City's financial reporting system as follows:
1.1.1 Capital construction projects balancing and close-out
1.1.2 General ledger reconciliation of balance sheet accounts
2.
Compensation; Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed hereunder
shall be $42,250.00, which shall include all expenses incurred by Consultant.
2.2 Payment shall be made based on an hourly rate of $65.00 per hour worked on the
listed scope of services, herereinafter "Consultant's Fee."
2.3 Consultant shall submit monthly invoices to the City for payment of the sums
referenced in Section 2.2.
2*Is 1 Invoices shall include the City's contract number and contract purchase
order number, the quantity of hours worked and the dates work was performed. Time sheets
covering invoiced timeframes shall be submitted with the invoices.
2.4 It is understood that this Contract contemplates the provision of full and complete
consulting services for this project, including any and all necessary changes or contingencies to
Contract for Professional Services
Carolyn Marshall /City of Fort Worth
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complete the work as outlined in Section 1, "Scope of Services," for Lite fee described in Section
3.
Term
Unless terminated pursuant to section 4, this Contract shall be effective upon the date of
execution and shall expire upon completion of all work contemplated herein, but not later than
September 30, 2010.
4.
Termination
4.1 The City may terminate this Contract for its convenience upon ten (10) days written notice
to Consultant. Upon receipt of such notice, Consultant shall immediately discontinue all services and
work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities
and materials in connection with the performance of this Contract and shall proceed to cancel promptly
all existing contracts insofar as they are chargeable to this Contract. If the City terminates this Contract
under this Section 4.1, the City shall pay Consultant for services actually performed in accordance
herewith prior to such termination, less such payments as have been previously made, in accordance
with a final statement submitted by Consultant documenting the performance of such work.
4.2 The City may terminate this Contract for cause in the event Consultant fails to perform in
accordance with the requirements contained herein. In such event City shall give Consultant written
notice of Consultant's failure to perform, giving Consultant seven (7) calendar days to come into
compliance with the Contract requirements. If Consultant fails to come into compliance with this
Contract, City shall notify Consultant in writing and this Contract shall be terminated as of the date of
such notification. In such event, Consultant shall not be entitled to any additional compensation.
4.3 In the event no funds or insufficient funds are appropriated and budgeted by the City in any
fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this
Contract shall terminate MAX the last day of the fiscal period for which appropriations were made
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 and budgeted. City has informed
Consultant that, concurrently with approval of this Contract, City will appropriate and budget 100% of
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Carolyn Marshall /City of Fort Worth
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the funds specified in this Contract, so that all funds will be appropriated and budgeted prior to Lite
commencement date of this Contract. This notification shall not otherwise abrogate the City's right to
terminate for non -appropriation of funds or to make payment in accordance with Section 2 herein.
4.4 Upon termination of this Contract for any reason, Consultant shall provide the City with
copies of all completed or partially completed documents prepared under this contract.
5.
Liability, Indemnification and Release
5.1 Consultant shall be liable for and shall indemnify and hold the City and its officers,
agents and employees harmless for any loss, damage, liability or expense for damage to property
and iniuries, including death, to any person, including but not limited to officers, agents or
employees of Consultant or subcontractors, which may arise out of any negligent act, error,
omission, or intentional misconduct in the performance of Consultant's professional services.
Consultant shall defend at its own expense any suits or other proceedings brought against the
City, its officers, agents and employees, or any of them, resulting from such negligent act, error,
omission, or intentional misconduct; and shall pay all expenses and satisfy all iudgments which
may be incurred by or rendered against them or any of them in connection therewith resulting
from such negligent act, error or omission.
5.2 In addition to the indemnification requirement above, Consultant hereby releases the
City from any liability for injury or property damage incurred during this contract, unless such
injury or property damage was the result of intentional misconduct committed by an employee of the
City. Consultant shall not permit any employee, officer, and agents of the Consultant or any
employees, officers or agents of any subcontractor to perform any activity under this Contract
without first executing a release containing such provisions.
6.
Independent Contractor
Consultant shall perform all work and services hereunder as an independent contractor and not
as an officer, agent or employee of the City. Consultant shall have exclusive control of, and the
exclusive right to control, the details of the work performed hereunder and all persons performing same
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Carolyn Marshall /City of Fort Worth
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and shall be solely responsible for the acts and omissions of its officers, agents, employees and
subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the
City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of
respondeat superior shall have no application as between the City and the Consultant. It is further
understood that the City shall in no way be considered a Co -employer or a Joint employer of
Consultant, or any officers, agents, servants, employees or subcontractors of Consultant. Neither
Consultant, nor any of its officers, agents, servants, employees or subcontractors shall be entitled to
any employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, its officers, agents, servants, employees or
subcontractors.
7.
Disclosure of Conflicts; Confidentiality
7.1 Consultant warrants to the City that it has made full disclosure in writing of any existing or
potential conflicts of interest related to the services to be performed hereunder. Consultant further
warrants that it will make prompt disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this Contract.
7.2 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
a third party without the prior written approval of the City. Consultant shall store and maintain City
Information in a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the
security or integrity of any City information has been compromised or is believed to have been
compromised.
8.
Right to Audit
8.1 Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Contract, have access to and the right to examine any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract at no
additional cost to the City. Consultant agrees that the City shall have access during normal working hours
Contract for Professional Services
Carolyn Marshall /City of Fort Worth
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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.
8.2 Consultant further agrees to include in all 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 at no additional cost to the City, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
9.
Prohibition of Assignment
Neither party hereto shall assign, sublet or transfer its interest herein without the prior written
consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof
without such prior written consent shall be void.
10.
M/WBE Goals; Nondiscrimination.
10.1 In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the
participation of Minority and Women Business Enterprises ("M/WBE") in City contracts. Consultant
acknowledges the M/WBE goal established for this contract 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 immediate termination of this agreement and debarment from
participating in City contracts for a period of time of not less than three (3) years.
10.2 As a condition of this Contract, Consultant covenants that it will take all necessary actions
to insure that, in connection with any work under this Contract, Consultant, its associates and
subcontractors, will not discriminate in the treatment or employment of any individual or groups of
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Carolyn Marshall !City of Fort Worth
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individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap
unrelated to job performance, either directly, indirectly or through contractual or other arrangements.
11.
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.
12.
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 (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
13.
Choice of Law; Venue
13.1. This contract shall be governed by and construed in accordance with the internal law of the
State of Texas.
13.2. Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Contract, venue for said action shall be exclusively in the District or Federal Courts in Fort Worth,
Tarrant County, Texas.
14.
Entirety of Agreement
This Agreement 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.
Contract for Professional Services
Carolyn Marshall /City of Fort Worth
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INWITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day
of , 2004: ,14 j 6 C�
CITY OF FORT WORTH: CAROLYN MARSHALL,
Karen L. Montgomery
Assistant City Manager
Date: 31 '/0
ATT ST:
By. N N
Marty Hendrix,
City Secretary
APPROVED AS TO FORM AND LEG
City Attorney
CONTRACT AUTHORIZATION:
M&C: NOt�� R��U,I Rf��
Date Approved:
By: V
Carolyn Marshall .4
Title: A'a4witL�C�
Date: ? /L1 per- 0/ d
ATTEST:
By:
Name:
Title:
Date:
OF�IClAL RECORD
CITY SECRETARY
FT WORTH, TX
Contract for Professional Services I
Carolyn Marshall /City of Fort Worth
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