HomeMy WebLinkAboutContract 43401-T1 ITY ECa"
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TERMINATION .E AGREEMENT
(CITY SECRETARY CONTRACT NO., 43401)
'municipal This TERMINATION AND RELEASE AGREEMENT ("Term 1'nati on Agreement")
is made and, entered into, by and between the CITY OF FORT WORTH ("City"'), a hornerule
corporation organized under the laws of the State i Texas, acting by and through
Susian Alanis, its dul authorized Assistant City onager, an GEMINI L L
("Consultant""), Texas UmIte Liability Company, acting by and through Cynthia,Ql. Boyd, its
duly authorized Member.
Recitals,
The following statements are true a correct d fire the basis upon which the parties
have entered, into this Agreement-,
"EREAS, On July 17, 2012, City and Consultant entered into, City Secretary Contract
" No. 43404 the "Contract"), rofes n services, agreement, wherein Consultant
agreed to provide
certain i vra iles the �.� F� �r lace � ation Next Generation
System Building Initiative-,
WHEREAS, Section . of the Contract am is the Consultant to, terminate the
Contract, for any reason,
on thirty days written notice to the City with the written
understanding that, upon doing so, the Consultant ou r vi e the City with copies of all
completed or partially completed o snits prepared under the Contract, all of which Would
become e the sole property of the City with the Consultant having no rights in hue work product
produced under the contract#
WHEREAS, pursuant to e'`t n 11.2 of the Contract, the Consultant agreed, to inaintain
certain insurance for the duration of contractual agreement and for three 3 years following
cretn of the services required under the Contract
WHEREAS, on Se to Sher 14, 2012, Consultant submitted its written notice of
termination to the City with an effective ate of termination for October 15, 2
WHEREAS, the City his re ..µ entitled a1�
M �, rod. �.�t that 44 k� 9wr under h.
Contract, but the Consu tan.t has refused to shyer it unless the City agrees to revise the agreed
upon insurance terms;
WHEREAS, the parties wish to set Forth the tares under which a. termination of the
Contract s l occur so that the City may receive the documents it IS entitled t o under the
Contract.
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NOW, T'HEREFO�RE, in consideration of' the mutual covenants', prornises, and
obligations,contained herein,,, the parties agree as follows-,
I The Contract is hereby terminated effective October 15, 2012, whIch 'is the expiration
date of the required thirty (3,0) days' termination notice. However, such termination shall not
constitute (i) a release by the City oi any, liability accru,ing or obligationto indemnify' unaer the
Contract, the City s, right to audit,, or the insurance requ,irernents as amended herel*n, or (Ii) a
waiver by the City to en'ro�rce any unperfiormed duties or obligations urider the Contract.
Specifically, sections, 5, 6, and 8, of the Contract shall survive termination.
2. The Consultant shall deliver all Work Product produced under the Contract to the City
w ithin ten ('10) days after the fina,l date of exeCLItion of this Termination Agreement by tile
i
parties,.
the Consultant is obligated to inainta,in certain
3. Under Sect'on 1,1.2 of the Contract,
fo ,
required insurance �r three (3�) years fiollowing completion of the services provided. The parties
agree that the three (3) year term shall, be reduced to one (1) year and the Consultant shall, not be
required to maintain the insurance required under the Contract beyond October 14, 20,13.
4. The City will pay Consultant One Thousand Two Hundred Fifty-Six. Dollars and Sixty-
I I"
Five Cents ($1,256.65), which represents fiull ana imal payment -for all work perfon'lled and
services provided, by Consultant under the Contract, within thirty (30) days, after the Consultant
has delivered all the Wo�rk,Pro�duct produced under the Contract.,
5�. The Consultant hereby comprormses,, settles, relinquishes, releases, acquits, and forever
discharges the City of and from any and all claims, demands, debts, costs,, expenses,, actions, and
causes of action of whatsoever nature,, description of character', whether in tort or 'in contract., or
by virtue of the common law, statute., or regulation, known or unkn.own, heretofore existing
between the City and Consultant, whether known or Ljnk,,nownM which may have accrued or may
ac,crue, on acco�u,nt of frorn, or in any manner growing out of, relat*
arising ing to,, resultingfirom,
or in any way connected to the Contract or the transactions and occurrences involving, trie
Contract.
6. All rights in and to the Work Product produced under the Contract are unchanged and
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shall be as set fi rth 'in the Contract.
7. This Agreement may be executed in. mUltiple originals each of which shall be deemed an
original fior all purposes.
8. If any action, whether real or asserted,, at, law or in equity, arises on the b�asts of any
provision of this Agreement, ve!nue 11)r 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
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ivision. This,Agreement shall be construed 'in accordance with the laws of the State of Texas.
Termination Agreenientfior CSC 43�401 2 of 4
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9. This Termination Agreement contains the entire understanding and agreement 'between
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the City and Consultant as to matters contained herein. Any prior or conternporaneous oral or
written. agreement is hereby declared nUll and void to the extent it is in conflict With the terms,
and conditions of thi's Termination Agreement.
10. All terms in this 1"ermina ti:on Agreement that are capitalized but not defined shall have
the irileanings,assigned to thern in the Contract.
IN WITNESS ", EIZEOF, the parties hereto have executed this Termination Agreernent
in multiples, in Tarrant County, Texas, as, of the last date set forth below, but to be effective as of
October, 15', 2012.
CITY OF FORT WORTH-. GEMINI, WORLD, LLC,,
a TexasLlmited Liability Company-.
By. y .0l
B ,-
Sul an Alanis Cynt Q. Boyd
1�
s I qty Manager Membe
s stant C
'ynth
Membe
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C
Date: -X, Date',__
APP' V TO FORM
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AND LEGALITY.
Bly*- 7
Tyl e a ach
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Assl Pant City Attorney
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By.
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Mary K�W
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City Secretary 00000,000
'No, M&C required
OFFICIAL R,ECOR,
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Termination Agreement fior CSC 43401 Ir" I WOF?I*
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STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a .. ary Public 'in and for the State of Texas, on
this day personally appeared Susan Alanis, now to me to be,the person whose name 'is subscribed
to, the foregoling instniment, and acknowledged to me that the same was, the act of the City of Fort
Worth and that she executed the same as the act of the City of Fort Worth for the purposes and
c n *derafion therein expressed and hi the capacity therein stated.
o si I
GIVEN UNDER MY HAND AND SF,4.A1...,OF OFFICE this day of
2012.
Notary Public in and for the Stat�4)f Texas
STATE,OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned a,uth rity, a Notary Public 'In and -for the State of Texas, on
this day personally appeared Cynthia Q. Roy d, known to i-ne to be the 'person whose nat'ne
subscribed to the fore gloing instrument, and acknowledged to me that the same was the act, of the
Gemini World, LL C, and that she executed the sarne as the act of Gemini World, LLC, for the
purposes,and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
201 .
DOUGLAS D.OWEN
EN
I
Notary PulAit
STATE OF TEXAS
My Comm.Exp.0643401114otary r State cif Tevs
1�' OFFHI'�`IAL RECO
C!""I SECRE,rfj[,1%�RR V1
1'ermination Agreement for CSC 43401
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