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Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
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CITY SECRETARY
CONTRACT NO._4 S
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 Voorhees Associates, LLC, acting by and through Heidi Voorhees, its
duly authorized President/Owner, hereinafter called "Consultant."
1.
Scope of Services
Consultant agrees to perform teambuilding services in accordance with the highest
professional industry standards:
1.1 Interview the staff members in Financial Management Services, Human Resources and
Information Technology Services (IT) identified by their department directors to understand the
challenges, stressors, and issues that may affect positive working relationships on the team — 21 staff
members have been identified not including the three department heads (I should meet with them
individually). This phrase will require two days of interviews. 16 hours plus the three hours of meeting
on January 11 for a total of 19 hours of meetings to gather feedback from the staff members.
1.2 Develop written draft report with recommendations to be submitted to the Assistant City
Manager's management team within one week of concluding interviews — 12 hours. Development of a
presentation to the staff members interviewed — 4 hours.
2.
Compensation; Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed hereunder
shall be $8,375.00, which shall include all expenses incurred by Consultant.
2.2 Travel Expenses: Three or four trips to Fort Worth
2.2.1 Trip #1 January 11 — to identify the scope of the project —expenses
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
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2.2.2 Trip #2 January 25-26 to gather information from staff members —
estimated expenses: $ 1100
2 2 3 Trip #3 Date to be determined to present draft report to Assistant City
Manager and Department Heads: $575
2.2.4 Trip #4 Date to be determined to present recommendations
members: $900
2.3 Copying and printing costs are $.l5/page and will be charged as needed.
Summary of Costs:
Report Development:
Travel Expenses:
Copying, printing, etc.
35 hours @$100/hour
4 trips
Unknown
Total Cost (excluding copying and printing):
* assumes airline rates remain consistent with first trip
$3,500.00
$3,200.00*
$0.00
$6,700.00
to staff
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 March
01, 2011.
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.
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
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4.2 The City may teiniinate 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 on 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
the funds specified in this Contract, so that all funds will be appropriated and budgeted prior to the
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 Bold the City and its officers,
agents and employees harmless for any loss, damage, liability or expense for damage to property
and injuries, 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 judgments which
may be incurred by or rendered against them or any of diem in connection therewith resulting
from such negligent act. error or omission.
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
Page 3 of 8
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 peiinit 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
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.
Insurance
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
7.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
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(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property damage
(c) Worker's Compensation
Statutory limits
Employer's liability
$100 000 Each accident/occurrence
$100 000 Disease - per each employee
$500 000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
8.
Disclosure of Conflicts; Confidentiality
8.1 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
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
Page 5 of 8
warrants that it will make prompt disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this Contract.
8.2 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.
9.
Right to Audit
9.1 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
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.
9.2 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 noxinal
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.
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
Page 6 of 8
10.
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.
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
perfoiivance 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
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this t L('ttay
of PAo.C'GV\ , 2011.
CITY OF FORT WORTH:
By: By:
Date:
Karen L. Montgomery 3
Assistant City Manager
Marty Hendrix
City Secretary
APPROVED AS T
By:
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L nis McElrO
Assistant City Attorney
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FORM AND LEGALITY:
CONTRACT AUTHORIZATION:
M&C: No M&C Needed
Date Approved:
Date:
VOORHEES ASSOCIATES, LLC:
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Midi Voorhees
Title: President/Owner
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ATTEST:
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract for Professional Services
Voorhees Associates, LLC / City of Fort Worth
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