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HomeMy WebLinkAboutContract 45184 (2)CITY SECRETARY CONTRACT NO, l I'f CONSULTING EXPERT AGREEMENT BETWEEN THE CITY OF FORT WORTH, TX AND THE POLICE EXECUTIVE RESEARCH FORUM This CONSULTING EXPERT AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and the Police Executive Research Forum ("PERF"), a Washington D.C. Non -Profit Corporation, acting by and through Chuck Wexler, its duly authorized Executive Director. RECITALS WHEREAS, PERF is engaged in the business of serving as a consulting expert for law enforcement agencies worldwide; and WHEREAS, the City desires to retain PERF as a consulting expert in the lawsuit entitled Davis, et al. v. Romer, et al. to discover, compile, and assimilate data; and WHEREAS, the parties enter into this Agreement to formalize PERF's engagement to serve as a consulting expert for the City in the lawsuit entitled Davis, et al. v. Romer, et al. NOW THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the City and PERF as follows: SECTION ONE —SERVICES TO BE PERFORMED PERF will serve as a consulting expert in the lawsuit entitled Davis, et al. v. Romer, et al. to discover, compile, and assimilate data. The scope of services will be developed by PERF and approved by the City as part of the consulting expert work product. PERF's primary contact for this Agreement will be the representatives of the City Attorney's Office, the City's Risk Management Office, and the Police Department. SECTION TWO INDEPENDENT CONTRACTOR The parties to this Agreement agree that the relationship created by this Agreement is that of an independent contractor. PERF 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 PERF's agents, employees and subconsultants. Nothing herein shall be construed as creating a partnership or joint venture between PERF and the City, its agents, employees and subconsultants; and the doctrine of respondeat superior shall have no application as between PERF and the City. No federal, state, or local income tax, nor any payroll tax of any kind, shall be withheld or paid by the City on behalf of PERF. PERF shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. PERF is not eligible for, and shall not participate in any employer pension, health, or other fringe benefit plan of the City. The City will not obtain workers' compensation insurance for PERF, and PERF agrees to comply with applicable workers' compensation laws. PERF shall adhere to all laws and ethical standards applicable and shall perform in a manner consistent with generally accepted standards. Consulting Expert Agreement City of Fort Worth & Police Executive Research Forum RECEIVED cific 2 2013 OFFlCIAJ9flD CITY SECRETARY FT. WORTH, TX SECTION THREE TERM OF AGREEMENT The effective date of the Agreement shall be upon execution of this agreement and shall not extend beyond the estimated completion date of April 30, 2014 unless further extended by amendment to this Agreement. SECTION FOUR -TERMS OF PAYMENT As compensation for performance hereunder, and upon timely and satisfactory completion of all work, the City shall pay PERF a fixed fee not to exceed $80,000 payable as follows: • Completion of first site visit: $20,000.00 • Completion of second site visit: $20,000.00 • Submittal of draft report to City: $20,000.00 • Acceptance of final report by City: $20,000.00 This flat rate includes fees for work performed, all travel and other expenses, and all other costs incurred by PERF associated with completion of this Agreement. PERF shall invoice the City upon completion of services under this Agreement and the City will remit payment within thirty (30) days The Texas Public Information Act makes PERF's invoice public. PERF shall exercise caution in the information included in its billing to avoid waiver of confidential or privileged information. SECTION FIVE -DELEGATION OF SERVICES PERF agrees not to delegate any duties under this Agreement without the City's express, written consent. SECTION SIX DISCLOSURE OF CONFLICTS PERF hereby warrants to the City that PREF has made full disclosure in writing of any existing or potential conflicts of interest related to PERF s services provided under this Agreement. In the event that any conflicts of interest arise after the execution of this Agreement, PERF hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict SECTION SEVEN -CONFIDENTIAL INFORMATION PERF agrees at all times, both during the term of this Agreement and after the termination therefore, not to divulge to others in any manner for any reason the work product generated by PERF or any information collected as a result of the performance of this Agreement. SECTION EIGHT -COPYRIGHTS AND DATA The parties agree that this constitutes a work -for -hire agreement and that the City holds the copyright to any work produced under this Agreement. As such the City may use, disclose, reproduce, deliver, dispose of, and authorize others to do so in any lawful manner, all such data delivered to the City, by PERF. PERF warrants that any writing produced by it for delivery to the City shall be the original work of PERF and shall not knowingly infringe the copyright of anyone else or knowingly plagiarize another source. Consulting Expert Agreement City of Fort Worth & Police Executive Research Forum Page 2 of 6 SECTION NINE —NO AUTHORITY TO BIND Neither party shall have the authority to enter into contracts or agreements on behalf of' the other party. SECTION TEN ASSIGNMENT Neither PERF nor the City shall assign any interest in this Agreement. SECTION ELEVEN —NON —WAIVER FOR MATERIAL BREACH The failure of either party to exercise any of its rights under this Agreement for a material breach thereof shall not be deemed to be a waiver of such rights or a waiver of any such subsequent breach. SECTION TWELVE —TERMINATION Should PERF fail to comply with any of the terms or conditions set forth in this Agreement or should the City determine in good faith that PERF is in any way unfit, unqualified, or unable to perform all of the services outlined in this Agreement, then, in that event, this Agreement may be terminated by the City with a thirty (30) day written notice. SECTION THIRTEEN FORCE MAJEURE Neither party shall be liable for failure to perform its obligations under this Agreement if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party. SECTION FOURTEEN—SEVERABILITY If any part of this Agreement shall be held unenforceable, the rest of this Agreement will nevertheless remain in full force and effect. SECTION FIFTEEN —WRITTEN NOTICE Written notices pursuant to this Agreement may be sent to PERF at 1120 Connecticut Avenue N.W., Suite #930, Washington, DC 20036 or the City of Fort Worth at 1000 Throckmorton, Fort Worth, Texas 76102 at the attention of Charles W. Daniels. SECTION SIXTEEN —GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Texas Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. SECTION SEVENTEEN —USE OF NAMES Neither party will use the name of the other in any form of advertising or publicity without the express written permission of the other party. SECTION EIGHTEEN —DISCRIMINATION PROHIBITED In hiring, employment, subcontracting or consulting arrangements made possible by or resulting from this Agreement, there will be no unlawful discrimination against any employee, applicant for employment or contractor on account of sex race, religion, color, national origin or ancestry, Consult ng Expert Agreement City of Fort Worth & Police Executive Research Forum Page 3 of 6 age, disability, marital status, or sexual orientation. This shall apply to all business related activities, including but not limited to, recruitment and selection, demotion, transfer, lay-off or termination; rates of pay or other forms of compensation and selection for training. PERF agrees to include this provision on discriminatory practices in all appropriate subconsultant agreements for work coveted by this Agreement. Furthermore, PERF agrees to consider the feasibility of dividing total requirements into smaller tasks or quantities so as to permit maximum participation by small and minority firms and women's business enterprises when developing independent contracts for work covered by this Agreement SECTION NINETEEN —INDEMNIFICATION PREF AGREES TO RELEASE FROM LIABILITY INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM 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 PERF EMPLOYEES OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. PERF 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 OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION SECTION TWENTY RIGHT TO AUDIT PERF agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of PERF involving transactions relating to this Agreement. PERF agrees that the City shall have access during normal working hours to all necessary PERF 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 PERF reasonable advance notice of intended audits. PERF further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the City shall, until the expiration of three (3) years after final payment under the subconsultant agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subconsultant, and further, that the City shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. The City shall give subconsultant reasonable advance notice of intended audits. SECTION TWENTY -ONE —INSURANCE REQUIREMENTS PERF 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: Professional Liability (Errors and Omissions) Consulting Expert Agreement City of Fort Worth & Police Executive Research Forum Page 4 of 6 $1,000,000 Each Occurrence $1,000,000 Aggregate General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate Worker's Compensation - Statutory limits All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term "City" shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. PERF shall provide the City with a minimum of thirty (30) days notice of cancellation or reduction in limits of coverage. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of the City's Risk Management. If the rating is below that required, written approval of the City's Risk Management is required. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. SECTION TWENTY-TWO SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of ,2013. ACCEPTED AND AGREED: City of Fort Worth: es W. Daniels Assistant City Manager /Z. ii• /3 Date Police Executive Research Forum: 7ryice�/ t Chuck Wexler Executive Director i I r Date � � Consulting Expert Agreement City of Fort Worth & Police Executive Research Forum Page 5 of 6 APPROVAL RECOMMENDED: By: Jeffrey W. Halstead Chief of Police Date: il5i3 APPROVED AS TO FORM AND LEGALITY: 13y: Ani#7 N6ne://ne -AfirrelR Assistant City Attorney ATTEST: By: Mary J. kayser Cit ' Secretary Contract Authorization: M&C: tiw.Ce 2k5 Date Approved: 12131 12. • Consulting Expert Agreement City of Fort Worth & Police Executive Research Forum OFFICIAL RECORD CflY SECRErARy Pt WORm, TX Page 6 of 6 M&C Review Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 12/3/2013 DATE: 12/3/2013 REFERENCE NO.: **C-26575 LOG NAME: 35PERF AGMT CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of an Agreement with the Police Executive Research Forum in the Amount of $80,000.00 to Serve as a Consulting Expert in the Lawsuit Entitled Davis, et al. v. Romer, et al (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Agreement with the Police Executive Research Forum in the amount of $80,000.00 to serve as a consulting expert in the lawsuit entitled Davis, et al. v. Romer, et al. DISCUSSION: The Police Executive Research Forum (PERF) is being retained by the City as a consulting expert in the lawsuit entitled Davis, et al. v. Romer, et al., to discover, compile, and assimilate data. A consulting expert is an expert who has been retained to assist in the preparation for trial, but who will not testify at trial. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund and Risk Management Fund. TO Fund/Account/Centers Submitted for City Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers FE71 534060 0137120 $60.000.00 0001 539120 0351000 $20.000.00 Charles Daniels (6199) Jeffrey W. Halstead (4231) Aya Ealy (4239) Fo RT Wogut II http://apps.cfwnet.org/council packet/mc review.asp?ID=19246&councildate=12/3/2013[12/4/2013 10:59:48 AM]