HomeMy WebLinkAboutContract 56237 CSC No. 56237
FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
Rashida Ogletree-George
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City'),a Texas home rule municipal corporation,acting by
and through its duly authorized Deputy City Manager, and RASMDA OGLETREE-GEORGE
("Consultant"),an individual,each individually referred to as a"party"and collectively referred to as the
"parties."
1. Scope of Services.Consultant will work with a panel of experts,directed by Dr. Alex del
Carmen and Dr.Theron L.Bowman,to finalize the report produced by the panel of experts. Said report is
based upon the panel's review and identification of patterns and practices related to interactions with the
public during investigative stops,searches,arrests,and use of force incidents as well as its examination of
police policies, operational practices, training, documentation, accountability systems, corrective and
reporting procedures,and technology application.Consultant shall work with the panel ofexperts to include
in the report a review of how those changes related to police reforms made by the police department since
the panel was engaged have been implemented and if the outcomes have been effective in improving
police/community interactions with the public. "Services").
2. Term. This Agreement begins upon execution by the City's Deputy City Manager("Effective
Date")and expires on November 1,2021 ("Expiration Date"),unless terminated earlier in accordance with
this Agreement("Initial Term"). This Agreement may not be extended or amended unless mutually agreed
in writing by both the City and Consultant.
3. Compensation. City shall pay Consultant $ 250 per hour for Services rendered under this
Agreement. Total compensation under this Agreement may not exceed an aggregate of $50,000.00,
including any travel related or other actual expenses.Consultant will submit monthly invoices to the City
outlining,on a daily basis,the specific Services provided in the previous month,together with a detailed
description of such Services and the amount of time each day spent on such Services. Invoices will be due
and payable by the City within 30 calendar days of receipt. Consultant shalt not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless 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 City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. 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 City in any fiscal period for any payments due hereunder, City will notify
Consultant of such occurrence and this Agreement will terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to City of any kind whatsoever,
Professional Services Agreement—Rashida Ogletree-George OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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
temminated prior to the Expiration Date,City will pay Consultant for services actually rendered up
to the effective date of termination and Consultant will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Consultant will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event
Consultant has received access to City Information or data as a requirement to perform services
hereunder, Consultant will return all City provided data to City in a machine readable format or
other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to 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
City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and
employees,agrees that it will treat all information provided to it by City("City Information')as
confidential and will not disclose any such information to a third party without the prior written
approval of City_
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Consultant.It will be the responsibility of Consultant to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Consultant must store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way. Consultant must notify 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 will,in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Consultant agrees that City will, until the expiration of three (3)years
after final payment under this Agreement,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,including,but not limited to,all electronic records,of Consultant involving
transactions relating to this Agreement at no additional cost to City. Consultant agrees that City will have
access during normal working hours to all necessary Consultant facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Consultant reasonable advance notice of intended audits.
Professional Services Agreement—RasWda Ogletree-George 11 rt 12
7. Independent Contractor. It is expressly understood and agreed that Consultant will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement,Consultant will 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, Consultants, and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors, and subcontractors. Consultant further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Consultant. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Consultant or any officers,agents,servants,employees,contractors,or subcontractors. Neither
Consultant,nor any officers,agents,servants,employees,contractors,or subcontractors of Consultant will
be entitled to any employment benefits from City.Consultant will 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,
contractors,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- CONSULTANT WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, 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, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS
82 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENAN7S
AND AGREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT
OFORINCONNECTION WITH THISAGREEMENT,TO THEEXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright,trade mark,trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay will not apply if
City modifies or misuses the software and/or documentation.So long as Consultant bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Consultant will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Consultant in doing so.In the event City,for whatever reason,assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
Professional Services Agreement—Rashida Ogletree-George P `; 13
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Consultant will fully participate and
cooperate with City in defense of such claim or action.City agrees to give Consultant timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
will not eliminate Consultant's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Consultant will,at its own expense and as City's sole remedy,either: (a)procure
for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d)if none of the foregoing alternatives is reasonably available
to Consultant terminate this Agreement,and refund all amounts paid to Consultant by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment_ Consultant will not assignor subcontract any of its duties,obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee will execute a written agreement with City and Consultant under which
the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement.
Consultant will be liable for all obligations of Consultant under this Agreement prior to the effective
date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Consultant referencing this Agreement under which subcontractor agrees
to be bound by the duties and obligations of Consultant under this Agreement as such duties and
obligations may apply. Consultant must provide City with a fully executed copy of any such
subcontract.
10. Compliance with Laws,Ordinances,Rules and Regulations. Consultant 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 City notifies
Consultant of anv violation of such laws, ordinances, rules or regulations, Consultant must immediately
desist from and correct the violation_
11. Non-Discrimination Covenant. Consultant, for itself, its personal representatives,
assigns, contractors, subcontractors,and successors in interest,as part of the consideration herein,agrees
that in the performance of Consultant's duties and obligations hereunder, it will 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,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONSULTANT
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
Professional Services Agreement—Rashida Ogletree-George P ;i e 14
12. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To CONSULTANT:
City of Fort Worth Rashida Ogletree-George
Attn:Assistant City Manager 2443 Cheyenne Drive
200 Texas Street Gambrills,MD 21054
Fort Worth,TX 76102-6314
Facsimile:(817)392-8654 Email:rashida.ogletree0agmail.com
With copy to Fort Worth City Attomcy's Office at
same address
13. Solicitation of Employees. Neither City nor Consultant will, 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.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
14. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
15. No Waiver. The failure of City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of 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 will be construed in accordance vvith 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 will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division_
IT Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
18. Force Maieure. City and Consultant will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will 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;epidemics or pandemics;government action
or inaction; orders of government; material or labor restrictions by any governmental authority,
transportation problems.restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
Professional Services Agreement—Rashida Ogletree-George p a "c 15
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively,"Force Majeure Event').The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
19. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed apart of this Agreement,and are not intended to define or limit the scope
of any provision 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 will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
21. Amendments I Modifications I Extensions. No amendment,modification,or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
22. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will,for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
23. Electronic Signatures. This Agreement may be executed by electronic signature,which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
24. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between 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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
S� ( responsible for the monitoring and administration
By: Jtsus J.Chapa(Aug 10,202115:40 CDT of this contract,including ensuring all
performance and reporting requirements.
Professional Services Agreement—Rashida Ogletree-George OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Name: Jesus J.Chapa
Title: Deputy City Manager
Date: ,20_ By: dames Rodriguez(Aug 30,20211 t CDT
Name: James Rodriguez
APPROVAL RECOMMENDED: Title: Sr.Management Analyst
APPROVED AS TO FORM AND LEGALITY:
Ne%Z Awl et
By: Neil Noakes(Aug 30,202115:27 CDT)
Name: Neil Noakes
Title: Chief of Police By: Taylor P '11 15:06 CDT)
Name: Taylor C. Paris
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
aq�FORTna Resolution:5148-11-2019
By: as F00000 __o�D& Form 1295:N/A
Name: Ronald P.Gonzales p~a o���
Title: Acting City Secretary °o v o o=°
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CONSULTANT:
RASHIDA OGLETRE G E
By: �a
Date: August 30,2621
Professional Services Agreement—Rasluda Ogletree-George OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX