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HomeMy WebLinkAboutContract 45743 (2)s f" CSC NO. Lfr3-J g" PROFESSIONAL SERVICES AGREEMENT ANN RICE 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 situated in portions of Tarrant, Denton, Parker and Wise Counties, Texas, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and Ann Rice ("Consultant"), an individual, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. AGREEMENT: 1. SCOPE OF SERVICES. Attached hereto and incorporated for all purposes incident to this agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence July 7, 2014 ("Effective Date") and shall expire on May 31, 2015, unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for e two additional one (1) year terms, with the first option period beginning June 1, 2015. Consulting Agreement Ann Rice Page 1 of 12 OFFICIAL RECORD . CHETYSECRETARY( (�= IC, WORTH, TX 3. COMPENSATION. The City shall pay Consultant in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein; however, total payment made under this Agreement by the City for all services shall not exceed $15,000. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of tezniination. 4.2 Breach. Either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth herein. If either Party commits a material breach of this Agreement, the non -breaching Party must give written notice to the breaching Party that describes the breach in reasonable detail. The breaching Party must commence curing such breach within fourteen (14) calendar days after the time the breaching Party receives such written notice and complete the cure within fourteen (14) calendar days from the date of commencement of the cure. If the breaching Party does not substantially cure such breach within the stated period of time (except for failure of City to make any payment when due as discussed below), the non -breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, terminate this Agreement by giving written notice to the breaching Party; provided, however, if the breach is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day period, the non -breaching Party shall not exercise its option to tezniinate this Agreement so long as the breaching Party has commenced to cure the default within such fourteen (14) day period and diligently completes the work within a reasonable time without unreasonable cessation of the work to complete the cure. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is teitninated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of teiniination and 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement In the event Consultant has received access to City mfoiniation or data as a requirement to perform services hereunder, Consultant shall Consulting Agreement Ann Rice Page 2 of 12 return all City provided data to the City in a machine readable foiniat or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 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 services under this Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Consultant agrees that she shall treat all information provided to her by the City as confidential and shall not disclose any such infonnation to a third party without the prior written approval of the City. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the Parties have executed a separate written agreement with respect thereto. Consultant further agrees that she shall treat all information provided to her by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Notwithstanding the foregoing, 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 infoiniation laws and regulations, including, but not limited to, the Texas Public Infounation 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 infoiination not clearly marked as "Proprietary/Confidential information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A detellumation 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. Consulting Agreement Ann Rice Page 3 of 12 5.3 Unauthorized Access. 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, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City. Consultant shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder. Nothing herein shall be construed as creating a partnership or joint venture between the City and Consultant and doctrine of respondent superior has no application as between the City and Consultant. 7. INSURANCE. During the teini of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits* Automobile Liability: $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, her agents or representatives in the course of providing services under this Agreement. 'Any vehicle" shall be any vehicle owned, hired and non -owned Consultant shall promptly provide the City with a certificate of insurance that verifies Consultant s compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply with such requests or revisions as a condition precedent to the effectiveness of this agreement. Consulting Agreement Ann Rice Page 4 of 12 8. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties obligations or rights under this Agreement without the prior written consent of the City If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract 9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees that in the perfoiniance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 10. NON-DISCRIMINATION COVENANT. Consultant, for herself, her personal representatives, assigns, subcontractors and successors in interest as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by federal, state or local law. If any claim arises from an alleged violation of this nondiscrimination covenant by Consultant, her personal representatives assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 11. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively deteunined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confinnation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Consulting Agreement Ann Rice Page 5 of 12 To the CITY: City of Fort Worth Attn: Charles Daniels, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 12. SOLICITATION OF EMPLOYEES. To Consultant: Ann Rice 3900 Westcliff Road South Fort Worth TX 76109 Neither the City nor Consultant shall, during the teuu 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 13. GOVERNMENTAL POWERS/IMMUNITIES. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 14. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any temn or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 15. GOVERNING LAW / VENUE. 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 pursuant to 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. 16. 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. Consulting Agreement Ann Rice Page 6 of 12 17. 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, 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. 18. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 19. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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. 20. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 21. 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 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. 22. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument Consulting Agreement Ann Rice Page 7 of 12 23. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re - perform the services in a manner that conforms to the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 24. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or sub -contractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which shall be provided at the start of negotiations and incorporated herein for all purposes. 25. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Ehgibility Verification Fora]. (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 foiius and supporting eligibility documentation for each employee who perfoinis work under this Agreement Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. SIGNATURE AUTHORITY. The individual signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the 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 Consulting Agreement Ann Rice Page 8 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ; gi day of , 201 t` . ACCEPTED AND AGREED CITY OF F , RT WORTH: B Charles W. Da s Assistant City Manager Date: � /1 1/' i iii APPROVED AS TO FORM AND LEGALITY: Charlene Sanders Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 'Nst. itt t ,U4L-c- Date Approved: ACCEPTED AND AGREED: Signature Ann Rice Date: Consulting Agreement Ann Rice Page 9 of 12 ATTEST: Mary J. Kaye City Secretary �: ? ISFIC AL RECORD (CATV V CRE r L ,.l ZI .i �t 4 U Uiri RT 9 EXHIBIT "A" STATEMENT OF WORK Consultant will work with the Early Childhood Coordinator, Fort Worth Library, to carry out the Service Plan for the EAYC project. In particular, Consultant will perfoinn the following tasks as detailed herein: • Task I — Facilitate development of vision statement with community partners • Task 2 — Develop written agreements among partners • Task 3 — Write strategic plan encompassing the work of the three sub -committees • Task 4 - Write final report at conclusion of EAYC project to include strategic plan • Task 5 — Submit recommended options for sustainability and continuation of EAYC project • Task 6 — Work with subcommittees to develop implementation plans Task 1: The work of the EAYC project is carried out with a Working Group of over 20 partner organizations and three subcommittees. The consultant will work with the Working Group to articulate a vision statement for the EAYC project. Deliverable: Vision statement for EAYC project by July 31, 2014 Task 2: For the work of the EAYC project to be successful in the long term, written agreements among the project partners are necessary In consultation with staff and the full Working Group, the consultant will define a mechanism for written agreements or memoranda of understanding among the members of EAYC Working Group. Deliverable: MOU's among all members of the Working Group regarding their commitments to the EAYC project to be completed by August 31, 2014 Task 3: A five —year strategic plan that incorporates the recommendations of the three subcommittees of the EAYC project as well as strategies for sustainability will guide the work of the partners to the Consulting Agreement Ann Rice Page 10 of 12 alignment effort. The plan is the central product of the EAYC technical assistance grant. The consultant will be responsible for compiling and writing the strategic plan. Deliverable: Strategic plan to be written by October 31, 2014 Task 4• A report of the work of the EAYC project is to be delivered to the National League of Cities and publicly released by Mayor Price in December 2014 at the close of the NLC technical assistance project, to include the long-range strategic plan for the project and options for sustaining the work. Deliverable: Write a final report on the EAYC project by November 15, 2014 including activities and recommendations of the Working Group and subcommittees, and strategic plan as approved by the full Working Group. Task 5: Implementation of the strategic plan for long-teiui implementation of the educational alignment for young children project will rely on commitment of funding and organizational support. During the course of the twelve months' contract the consultant will identify potential public and private, local, state and national sources of funding to sustain the project during its implementation The consultant also will advise staff on how to approach funders and shape requests. This aspect of the work will primarily focus on the needs of Fort Worth Library but also might relate to the larger project and members of the Working Group. Deliverable: Identify at least six potential sources of financial support specifically for those parts of the plan to be implemented by Fort Worth Library by May 15, 2015, together with a framework for successfully garnering support from funders. Task 6: Each of the three subcommittees will develop plans to implement the long-range strategic plan. The consultant will work with each subcommittee to define steps toward implementation, needed resources, and results -based measurement approaches. Deliverable: Implementation steps, resources and approaches for measurement defined for each subcommittee by May 31, 2015. Consulting Agreement Ann Rice Page 11 of 12 EXHIBIT "B" PAYMENT SCHEDULE The City of Fort Worth will issue payment in ten monthly installments of $1,500.00 each, payable on the last day of each month, beginning on July 31, 2014 and ending on May 31, 2015. Consulting Agreement Ann Rice Page 12 of 12