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HomeMy WebLinkAboutContract 43401-T1CITY SECRETMtA CONTRACT 140. �-_ ! -T\ TERMINATION AND RELEASE AGREEMENT (CITY SECRETARY CONTRACT NO. 43401) This TERMINATION AND RELEASE AGREEMENT ("Termination Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation organized under the laws of the State of Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and GEMINI WORLD, LLC ("Consultant"), a Texas Limited Liability Company, acting by and through Cynthia Q. Boyd, its duly authorized Member. Recitals The following statements are true and correct and form the basis upon which the parties have entered into this Agreement: WHEREAS, On July 17, 2012, City and Consultant entered into City Secretary Contract ("CSC") No. 43401 (the "Contract"), a professional services agreement, wherein Consultant agreed to provide certain deliverables to the City for the Wallace Foundation Next Generation System Building Initiative; WHEREAS, Section 4.5 of the Contract permits the Consultant to terminate the Contract, for any reason, upon thirty (30) days written notice to the City with the written understanding that, upon doing so, the Consultant would provide the City with copies of all completed or partially completed documents prepared under the Contract, all of which would become the sole property of the City with the Consultant having no rights in the work product produced under the Contract; WHEREAS, pursuant to Section 11.2 of the Contract, the Consultant agreed to maintain certain insurance for the duration of contractual agreement and for three (3) years following completion of the services required under the Contract; WHEREAS, on September 14, 2012, Consultant submitted its written notice of termination to the City with an effective date of termination for October 15, 2012; WHEREAS, the City has requested the Work Product that it is entitled to under the Contract, but the Consultant has refused to deliver it unless the City agrees to revise the agreed upon insurance terms; WHEREAS, the parties wish to set forth the terms under which a termination of the Contract shall occur so that the City may receive the documents it is entitled to under the Contract. Termination Agreement for CSC 43401 1 2-20-1 2 P03 : 1 9 IN OFFICIAL RECOW CITY SECRETARY �e WORTH, TX 1 of 4 Agreement NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. The Contract is hereby terminated effective October 15, 2012, which is the expiration date of the required thirty (30) days' termination notice. However, such termination shall not constitute (i) a release by the City of any liability accruing or obligation to indemnify under the Contract, the City's right to audit, or the insurance requirements as amended herein, or (ii) a waiver by the City to enforce any unperformed duties or obligations under the Contract. Specifically, sections 5, 6, and 8 of the Contract shall survive termination. 2. The Consultant shall deliver all Work Product produced under the Contract to the City within ten (10) days after the final date of execution of this Termination Agreement by the parties. 3. Under Section 11.2 of the Contract, the Consultant is obligated to maintain certain required insurance for three (3) years following completion of the services provided The parties agree that the three (3) year term shall be seduced to one (1) year and the Consultant shall not be required to maintain the insurance required under the Contract beyond October 14, 2013. 4. The City will pay Consultant One Thousand Two Hundred Fifty -Six Dollars and Sixty - Five Cents ($1,256.65), which represents full and final payment for all work performed and services provided by Consultant under the Contract within thirty (30) days after the Consultant has delivered all the Work Product produced under the Contract. 5. The Consultant hereby compromises, settles relinquishes, releases, acquits, and forever discharges the City of and from any and all claims, demands, debts, costs, expenses, actions, and causes of action of whatsoever nature, description of character, whether in tort or in contract, or by virtue of the common law, statute, or regulation, known or unknown, heretofore existing between the City and Consultant, whether known or unknown, which may have accrued or may accrue, on account of, arising from, or in any manner growing out of, relating to, resulting from, or in any way connected to the Contract or the transactions and occurrences involving the Contract. 6. All rights in and to the Work Product produced under the Contract are unchanged and shall be as set forth in the Contract. 7. This Agreement may be executed in multiple originals each of which shall be deemed an original for all purposes. 8. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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. This Agreement shall be construed in accordance with the laws of the State of Texas. Termination Agreement for CSC 43401 2 of 4 9. This Termination Agreement contains the entire understanding and agreement between the City and Consultant as to matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent it is in conflict with the terms and conditions of this Termination Agreement. 10. All terms in this Termination Agreement that are capitalized but not defined shall have the meanings assigned to them in the Contract. IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement in multiples in Tarrant County, Texas, as of the last date set forth below, but to be effective as of October 15, 2012. CITY OF FORT WORTH: GEMINI WORLD, LLC, a Texas Limited Liability Company: By: By: Su an Alanis ssistant City Manager Date: 1 d- 11 $ I I -r APPROVED AS TO FORM AND LEGALITY: By: Tyler,allach Assi ant City Attorney ATTEST: By: Mary Ka City Secretary No M&C required Termination Agreement for CSC 43401 Date: k. Cynth Q. Boyd Membe as »lMia *Oar Lizzl 4*00o 0‚SCk7 /Jy Qa 0 0 o0A 0 g g 40 0 0rii OA* 00 �� a Y Ono 0 Ciii a 00000o I ttrilteee z OFFICIAL RECORD CITY SECRETARY Firi ORh 4� { STATE OF 'TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Susan Alanis, 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 and that she executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this nUatiAnksA , 2012. t,.k I Are y *N :po to MY COMMISSION' EXPIRES 1.�, rI~/�.ssp�C3'4isIn `lam` February 2014 t,. luititJTegistain -r, STATE OF 'TEXAS COUNTY OF TARRANT I V% day of WU— M. WUAOIJtvA Notaiy Public in and for the Statb-bf Texas BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Cynthia Q. Boyd, 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 Gemini World, LLC, and that she executed the same as the act of Gemini World, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Oirir , 2012. ASAILAASS DOUGLAS D. OWEN Notary Public STATE OF TEXAS My Comm. Exp. 06.03-2014 Alotary Pub Termination Agreement for CSC 43401 day of t e State of Texas ovrtgia_i_n ricv SE( RR -Mr -,nnr ��_t>4C� Ji, G \.$5 ©.0 q �;