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HomeMy WebLinkAboutContract 44501 ISEMM CONMCT NOt PROFESSIONAL SERVICES CONTRACT This Professional Services Conwtract, "C ontr a t" is made by and between the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties,unties, Texas, with its principal location at 1000 Throckmorton Street, Fort 'worth, Texas 76102, hereinafter called "City," and Strategic Government, Resources, Inc ,, with its principal location at 1117 Bourland, Feller" Texas, 76248, hereafter called"Contractor,"'ntract or,"'collectively referred to as the"parties." 1,. SCOPE OF SERVICES Contractor agrees to provide professional nal onsultin services for facilitation of executive team building workshops, professional coaching, and other related services on an as needed bas,is., 2.. COMPENSATION City shall pay Contractor at the rata of$250.00 per hour, which s,hialll, include all fees and expenses. City shall pay Contractor for servica�s rendered within 30 days of receipt of invoice from Contractor. r. r"ha maximum amount to be paid to Contractor for ally services performed and expenses incurred hereunder shall not exceed$20,000.00,(up to hours 3. TERM This agreement shall be effective upon data of final) execution by both parties and shall expire upon completion of all services contemplated herein, but shall not extend later than May 15, 2014, unless otherwise agreed to in writing by the parties. 4. TERMINATION N Dither party may terminate this Contract at any time upon thirty 30) days written noitice to the other party. Upon receipt of such notice by either party, Contractor shaulll immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies,, assistance, facilities and ,materials in connection with the performance of this Contract and shall (proceed to cancel promptly ell existing contracts insofar as they are chargeable to this Contract. Contractor shall not be entitled to lost or anticipated profits should City Choose to exercise its option to terminate. 5. INDEMNIFICATION; LEASE OF LIABILITY CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND, EMPLOYEES, HARMLESS FROM ANY LOSS, DAMAGE LIABILITY O EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS,`, AGENT` 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 INGS RODO T AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACCT, 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 TIC THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR. Contractor shell perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Contractor 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 its agents, employees and subcontractors. Nothing herein shall be Construed as creating a partnership or joint venture between 'the City and the Contractor, its agents" employees and subcontractors; and the doctrine of responde,at supen,or shall have no application as between the City and the Contract OFFICIAL RECORD CITY SECRETAitY Rtc�NEO JUN all IFTo WO,RTH9 TX 7. 1­I1NSURANCE Consultant 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 Agreemient.- Coverage and' Limits (a) Professional Liability(Errors and Omissions) 1,0001 000 Each Occurrence $2,,000,0010 Aggregate (b) Workers Compensation -Statutory limits Employer's liability $1001000 Each accident/occurrence $1007000, Disease- per each employee $50101000 Disease - policy limit Th is coverage may be written as follows.- Workers' Compensation and Employers' Liability coverage with limits consistent', with statutory benefits, outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. S,tat.) and minimum policy limits for Employers," Liability of$,11,00,000 each accident/occurrence, $5,00,000 bodily injury disease, policy limit and $100,000 per disease per employee General) e ments, (a);, All applicable policies shall name the City as an additional insured thereon, as its interests, may appear. The term City shalll include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City., Ten (10) days, notice shall be acceptable in the event of non-payment of premiurn. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 T'hrockmoirtoni, Fort Worth, 'Texas '76102, with copies, to the City Attorney at the same address,. (d) 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 Risk Management. If the rating is below that required, written approval of Risk Management is required. PROFESSIONAL SERVICES CONTRACT Strategic Government Resources Page 2 of 4 (e) Any failure on the part of the City to request requilred insurance, documentation Shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained) all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant,to this Agreement., 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer their interest, herein without the prior written consent of the other party,, and any attempted assignment sublease or transfer of all or any part hereof without such prior written consent shall be void. 9. CHOICE OF LAW, VENUE This Contract shall be construed in accordance with the law's 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 state courts of Tarrant County, 'Texas or the United States District Court for, the Northern Diistrict, Fort Worth Division. 10. FORCE MAJEURE Neither,party shall liable for failure to perform its obligations under this Contract 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 reaso,na ly beyond the control of the party. -ION 11 CONFIDENIN-1 IAL INF'ORMAI Contractor understands and acknowledges,that Contractor will be provided with information that may be confidential by law, rule, statute, ordinance or legal order. Contractor shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of' access to said information. Contractor agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City. Disclosure of,, or unauthorized use of, any confidential information by Contractor is a material breach of this Agreement. If Contractor violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. CONTRACTOR AGREES TO INDEMNIFY AND, HOLD THE CITY HARMLESS FOR ANY CLAIMS OR DAMAGES CAUSED BY C TRACTO 'S BREACH OF THIS CONFIDENTIALITY PROVISION., 12. R,IGIHlT TO,AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of' this Agrelem�ent, the City shall have the right of access to all information held in the possession of the I for audit purposes or otherwise. Contractor related' to services performed under this Agreement, Contractor agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency, the City will provide reasonable advance notice of any intended audits and the need for the information. Contractor agrees that it will keep records relating to the services provided hereunder for as long as required by PROFESSIONAL SERVICES CONTRACT Strategic Government Resources Page 3 of 4 law. 13. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: If to,City: If to Contractor, City of Fort Worth Strategic Government Resources Attn: Susan Alanis Attn: Ron Holifield 1000 Throckmorton Street P 0 Box 1642 Fort'Worth, Texas X61 02 Keller, Texas 76244 EXECUTED on this, the day of 2013. ACCEPTED AND AGREED: CONTRACTOR: CITY OF FORT WORTH- B Y. . �J.A By. Ron Holifileld S San anis CEO As ant City M anager Date.* Date., ATTEST ATTEST: Wa Mdry _. Kay Titl e: MCe,55' n;)v,gm.Q, City Secr�el IF C)i 1NOVED TO R,M AND L GAL ITY* Assistant ity Attorney Jc 0 ()0 0000 S off,% �Ts I PROFESSIONAL,SERVICES CONTRACT Sitrateglic Government Resources Page 4 of 4 OFFICIAL RECORD U= CITY SECRETARY NO M&C REQUIRED FTs WORTH�TX