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Home My WebLink AboutContract 44431 (2)� �, PROFESSIONAL SERVICES AGREEMENT 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 and Wise Counties, Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and David Rusk ("Contractor"). 1. SCOPE OF SERVICES Contractor agrees to provide the following services to the City of Fort Worth for the purpose of presenting to the City Council, staff and Greater Fort Worth Real Estate Council on future growth and significant impacts and shall be located at 1000 Throckmnrton Street in Fort Worth, Texas. A. Contractor's presentation shall be made before an audience of the City Council, city B. The City shall have sole discretion to determine the scheduled time in which Contractor's presentation shall begin and end. C. Contractor agrees that his/her presentation shall not include inappropriate content. Inappropriate content shall include content that highlights or promotes lewd, offensive, obscene or otherwise illegal activities that may be harmful or offensive to City Council, city staff and the members of the pub�ic. The City shall have final approval of all presentation materials prior tn Contractor's presentation. D. Upon request by Contractor, the City shall provide Contractor with all necessary communication equipment to conduct the presentation, specifically, the podium, microphone, computer, projection screen, and laser pointer. E. The City, in its sole discretion, may provide other reasonable and customary amenities as requested by Contractor. F. If Contractor provides his/her own equipment, the City shall not be responsible for any damages or loss to Contractor's equipment. G. The City will notify Contractor at least three (3) days in advance of the exact scheduled time (CST) that Contractar is to make his/her presentation. 2. COMPENSATION The maximum amount to be paid to Contractor for all services pertormed shall not exceed $7500 dollars. Such rate shall include all fees including any appticable appearance fees. Contractor wi►I be reimbursed travel and presentation expenses at actual costs and are not included in the fee noted above. Fees and necessary expenses related to travel and presentation expenditures will be billed upon completion of services with payment being due within 30 days of invoice date. 3. TERM This Agreement shall become efFective upon execution by both parties 11:59 pm, Central Standard Time, on May 19, 2013 and shall expire upon the completion of the scope of senrices. 4. TERMINATION A. City or Contractor may terminate this Agreement at any time up to ten (10) working days prior to the scheduled event for any reason by notice in writing to the other party. Upon such termination, neither party shall be obligated to the other to perform under this Agreement. If Contractor terminates less than 10 working days prior to the scheduled event, then Contractor shall be liable for any costs or losses the City may incur for replacing Contractor at the scheduled event. If the City terminates less than 10 working days prior to the scheduled event, then the City shall pay contractor any amounts due at the time of termination. � j. •, :i, i S' , •. � � � I B. in no event shail Contractor be enfiitled fo lost ar anticipated profits nor shall fhe Ciiy be oYherwise liable for indirect, special, or consequential damages should the City choose to exercise ifs opiion to terminate. � a . Contractar hereby warrants that Contractor is the sole and exclusive owner and copyright hoider of the presentation materials andior has the right to use, copy, display, sell, distribute and reproduce the presentation materiais. Contractor shall retain ownership rights of all presentation materials and may use them for the presentation in any manner not inconsistent with any applicable laws, ordinances, rules, and regulations. Presentation materials shall include the presentation, handouts, slides, displays, props, graphics, charts, diagrams, and any other materials Contractor utilizes for the actual presentation or to promote Contractor's products, brands or services (collectively "presentation materials"). Contractor hereby grants the City an unresfiricted, irrevocable, non-exclusive right to use Contractor's name and to reproduce, display, market and use Contracfior's presentation materials for the sole purpose of pertorming the City's responsibilities under this Agreement and for promoting the scheduled evenf. The City is specifically prohibited from marketing and/or selling the presentation materials for a profit and such prohibition shall survive any termination or expiration of this Agreement. r • Contractor shall indemnify and hold the City and its officers, agents and employees harmless from any claim that the presentation materials infringe on any third party copyright or other intellectual property right. Contractor shall further indemnify and hold the City and its officers, agents, and ernployees harmless from any claim for loss, damage, liability or expense for damage to property and injuries, including death, to any person, including but not limited to o�cers, agents or employees of Contractor or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Contractor 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 act, error or omission. , . , � _, �. Contractor shall perform all work and services hereunder as an independeni contractor and not as an officer, agent or employee of the City. Contractor shall have exciusive controt 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 fihe acts and amissions of his agents, employees and subcontractors. IVothing herein shall be construed as creafing a partnership or joint venture between the City and the Contractor, its agents, employees and subcontractors; and the dactrine of respondent superior shall have no application as between the City and the Gontractor. , •-• : � • , Neither party hereto shall assign, sublet or transfer its interest herein. Any attempted assignment, sublease or transfer of all or any part hereof shal) be null and void. Professional Services Contract David Rusk Page 2 of 5 � � � ,, This Agreement shail be construed in accordance with the laws of the State of Texas. If any action, whether reai or asserted, at law ar in equity, is brought pursuant to this Agreement, venue for such action shail lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. • Any notices required to be given hereunder shall be given by certified maii, refurn receipt to the following addresses: To The CITY: City of Fort Worth Attn: Fernando Costa, Assistant City Manager 1000 Throckmorton Fo�i Worth TX 76102-6311 Facsimile: (817) 392-8502 To CONSULTANT: David Rusk 4100 Cathedral Avenue, NW #610 Washington, DC 20016 (202) 364-2455 If any pravision of this Agr2emenfi is held to be invalid, illegal or unenfarceable, the validity, legality and enforceability of the remaining provisions shall nofi in any way be affected or impaired. a � � Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, 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. Cansultant 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. .- The City and Contractor shall exercise their best efforts to meeY 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, sfirikes, lockouts, natural disasters, wars, riots, maierial or labor restrictions by any governmental authority, transportation problsms and/or any other similar causes. ., , • -. Professional Services Contract Dav1d Rusk Page 3 of 5 Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 16. 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. 17. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS. Contractor agrees that in the perFormance 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 Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 18. 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. 19. ENTIRETY OF AGREEMENT. This Agreement contains the entire understanding and agreement between the City and Contractor, 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. � EXECUTED on this, the � G��v�`day of ��-�� , 201---3 ATTEST. .,_ ) CITY OF FORT WORTH: City Secretary -�-�..� �,�._. �,�� Femando Costa q'0i�oo �, Assistant City Manager 4 �a° , � �,F ProFessionaf Services Contrect David Rusk Page 4 of 5 � Date: /•3 �� ,_-- - - - - �, , '�. ; - ppF f��, �cECORD ��'�'� SE�RETARY F�, ykCi�TH, TX APPROVED AS TO FORM AND LEGALlTY: �� ! 1 - � i � �� ,. t "ti \_ V�1�L� �� '�----- Melinda Ramos Sr. Assistant City Attorney Professional Services Contract David Rusk Page 5 of 5 CONTRACTOR: �-- , �� , �:�j � ��,; j;;�,�v � _ . �.' ;:,J�_ David Rusk Date: ''�1 �; `�.�_ � �.� � �. • ' � i/ �. -• . ` - - ., � . •`� � 11 . BILL TO City Of Fort Worth attn: Randle Hanrdopd Pianning Department 1000 Throckmorton Street Fort Worth, TX 76103 ' � ' � DATE INVOICE # 513�— -- 190 DUE DATE 6/2/2093 ITEM fee airfare DESCRIPTION for preparation and presentaion to Fort Worth City Council on May 21, 2013 , for Fireside Chat to Greater Fort Worth Real Estate Council on May 20, 2013, and other services Washington Nationai (DCA)/Dallas-Fort Worth (DFW) via American Airlines on May 20-21 AMOUNT , 7,500.00 699.2d SSN #547-56-1476 �d�ai f 8,199.20