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HomeMy WebLinkAboutContract 45097 (2)CRT SECRETARY alMACT 4+509 ta PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a Texas home rule municipal corporation, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and Richard Neuhaus ("Consultant" or "Contractor"). 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services related to the administration of the City's Fire Department. 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. If there is any conflict between this Agreement and Exhibit Al the terms and conditions of this Agreement shall control. 2. TERM The Initial term ("Initial Term") of this Agreement shall commence upon November 1, 2013 ("Effective Date") and shall expire no later than January 31, 2014 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. The City shall have the option to extend this Agreement for three one -month terms, such renewal terms to be hereinafter referred to as "Renewal Term" or "Renewal Terms". 3. COMPENSATION. 3.1. Initial Term. For the Initial Term, the City shall pay Consultant an amount of Two Thousand and 00/100 Dollars ($2,000.00) per month for up to twenty (20) hours of work performed in the month ("Base Pay"), and for every hour over twenty (20) hours of work performed, the City shall pay Consultant at the hourly rate of One Hundred and Twelve and 00/100 Dollars ($112.00) per hour. 3.2 Renewal Term. For each Renewal Term, there shall be no Base Pay, but rather City shall pay Consultant at the hourly rate of One Hundred and Twelve and 00/100 Dollars ($112.00) per hour. In no event shall the total amount paid to Consultant over the Initial Term and all Renewal Terms exceed $18,000.00. 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. 3.3. Compensation Inclusive of Expenses. The compensation set forth above shall be inclusive of all of Consultant's expenses, and Consultant shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including but not limited to services, materials, mailing and shipping charges, equipment, insurance, cost of all travel, and costs for Consultant's agents, consultants, and employees necessary for the proper performance of the services required under this Agreement. 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. 3.4 Billing. Consultant shall invoice the City by United States mail at: City of Fort Worth Fire Department c/o Scott Hanlan, Assistant Fire Director Consulting Agreement — Fire Administration Richard Neuhaus Page 1 of 10 R F C 1 V LT 0 'V 1 2 2013 OFFICIAL RECORD O1`� / SECRETARY in WORTH, `li E 1000 Throckmorton St. — Public Safety Building, 3rd Floor Fort Worth, TX 76102 Invoices shall be submitted no later than the 10th calendar day of the month for services provided the previous month. City shall issue payment within 30 days of receipt of invoice. 4. TERMINATION. 4.1. Written Notice. 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 termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the end of the Initial Term or the end of any Renewal Term, the City shall pay Consultant for services actually rendered up to the effective date of termination 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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. Consultant, for himself and his officers, agents and employees, further agrees that he shall treat all information provided to him by the City ("City Information') 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 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. RIGHT TO AUDIT. 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 at reasonable times 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 work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consulting Agreement — Fire Administration Richard Neuhaus Page 2 of 10 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 expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, 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 notice of intended audits 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers agents servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and 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 officers, agents servants, employees or subcontractors of Consultant 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, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, P ROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL P ERSONS, 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT 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 EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR 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 TO THE EXTENT CAUSED BY THE N EGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 9. 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 under this Agreement prior to 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 Consulting Agreement — Fire Administration Richard Neuhaus Page 3 of 10 10. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees to 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 11. NON-DISCRIMINATION COVENANT. Consultant, for itself, its 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, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its 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. 12. 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, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Fire Chief 1000 Throckmorton Fort Worth, TX 76102 WITH A COPY TO: City Attorney's Office Attn: City Attorney 1000 Throckmorton Fort Worth, TX 76102 TO CONSULTANT: Name. Richard Neuhaus Address: 825 Remuda Dr. Fort Worth, TX 76108 13. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term 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. 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. Consulting Agreement — Fire Administration Richard Neuhaus Page 4 of 10 15. NO WAIVER. The failure of the City or Consultant 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 Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the internal 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. 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 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. 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. 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. 21. 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 and delivered on behalf of such party. 22. 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. Consulting Agreement — Fire Administration Richard Neuhaus Page 5 of 10 23. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "B" and incorporated herein for all purposes. 24. SIGNATURE AUTHORITY. The person 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Executed this the I�-day of 20dm. CITY OF FORT WORTH: By: (Pre441-4:-/a2.9 Charles W. Daniels Assistant City Manager Date: /t 0 a /3 ATTEST: By: Mary Kayser City Secretary ufr©°°X0,0„,"00 000 Oq 0 8 ,p • ...'r `' APPROVED AS TO FORM AND LEGALITY: 1 By: u. ukt I/.1 .�.' Leann D Guzman Senior Assistant City Attorney CONTRACT AUTHORIZATION: AMC: Not Required Consulting Agreement — Fire Administration Richard Neuhaus Page 6 of 10 RiCHAFZD NEUHAUS: Date: LObe Ll1).z.2) OFFICIAL RECORD CITY SECRETARY ET. WORTH, TX EXHIBIT A STATEMENT OF WORK Consultant shall promptly perform the following services at the written request of the City: • Provide general consultation to the City regarding the general administration of its Fire Department, including responding to questions via email and telephone, and attending meetings as necessary. • Update and finalize the Fiscal Year 2013 overtime detail spreadsheets. • Work with Fire Department I.T. staff to develop an automated system for tracking overtime detail. • Develop a fire station construction process manual. Consultant and City expressly agree that the services above do not include consultation regarding the collective bargaining. Consultant shall not perform any services above, other than general consultation services, without the express written authorization to proceed from the City's Assistant Fire Director. Any work, other than general consultation, performed by Consultant that is not at the written request of the City shall not be compensated. Consulting Agreement — Fire Administration Richard Neuhaus Page 8 of 10 EXHIBIT B NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide Fire Department Administration Division administrative consultant services. In order to provide the necessary support Contractor needs access to the City's email system. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing Fire Department Administration Division administrative consultant services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. El S ervices are being provided in accordance with City Secretary Contract No. . Services are being provided in accordance with City of Fort Worth Purchase Order No. . Services are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers agents, servants, employees or representatives may n ot share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the Citys Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, e mployees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5 1 Notice to Contractor Personnel — For purposes of this section Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under Consulting Agreement — Fire Administration Richard Neuhaus Page 9 of 10 (f) (g) (h) this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the Toss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: 7, Charles W. Daniels Assistant City Manager Date: If. 0 2,► 6 By: (• � lsy APPROVED AS TO FORM AND LEGALITY: By: j atu(eUrtit,iffirre- Assistant City Attorney M & C: none reauired Consulting Agreement — Fire Administration Richard Neuhaus Page 10 of 10 GONfiRACTOR NAME: By: Name: Title: Date: LDVZMII3 TTEST: Y: Name: Title: - OFFICIAL RECORD CITY SECRETARY n WORTH, TM