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HomeMy WebLinkAboutContract 28149SiAi� �F i�XAS `� K1�OVl� AL�. �Y ib�S� PR�S�NTS: COU�i[�S �� iAR�ANT, ���io� A�� 1�IS� § C�N RAC��i�i�Y , . F . ! , . ; , ,. � . �` CONT�Ci FOR PROF�551�NA� CONSI]�iINC S�R1/1C�5 This contract is made by the City of Fort Worth, Texas, a municipai corporation situated in Tarrant County, Texas, hereinafter called "City", and MGT of America, Inc., a Fiorida far- profit corporation doing business in Texas, hereinafter called "Consulfant", both par�ies acting herein by and t�rough their duly authorized representatives: 1. 5cope o# SeRvices, Consultant agrees to provide prof�ssional consultatian services in the form of a quality assessment of City's subcontractor data to enable City to have an appropriate disparity analysis far purpases af revising and updating its Minority 1 Women Busi�ess Enterprise ordinance. These services are described in detail in Exhibit " A," the Revfsed Proposal to Conduct a Disparity Study Data Assessment from Deirdre Kyle of MGT vf America Inc., to Sundra Davis, City of Fort Wort� Minority ! Women Business En#erprise Caordinator, dated 15 April, 2002. Same is attached hereafter and, wifh the exception of the proposed confiract, which is supercedeci by this Contract, same is incorporated herein for all purposes foy reference. In the event of a conflict between the terms af this Contract and the te�ms of any park af Exhibit " A," this Contract shall cantrol. �. Compensation. The amaunt to be paid ta Consultant far all services perfarmed hereunder sha11 not exceed twenty-ihree thousand four hundred dollars {$23,40�}. 3. �erm. The ierm af this Contract sha11 commence the date af fufl execution by City and Consultant and shall terminate na later t�an the 34th day of January 2003, unless terminat�d earlier as provided herein. ., J l .' �� �.. , 4. iermination, a. City may terminate this Contract at any time for cause amounting ta a material breaci� of this Contract by Consulfant, by natice in wri�ing to Consultant. U�aon receipt of such notice, Cansultant shafl immediatefy discontinue all servic�s and work and the placing of afl orders or the entering into contracts for afl supplies, assistance, facilities and materials in connectior� with the perFormance of this Contract and shall praceed to cancel promptly all existing contracis insofar as they are chargeable tQ this Contract. If the City terminates this Contract under ihis Seciion 4.a., tF�e Ciiy shall pay Contractor fior services actually performed in accordance herewith prior to such termination, less such payments as have been �reviously made to consultant, in accordance with a final statement submitted by Consultant documenting the perfarmanc� ofi such work. Consultant may terminate this Contract at any time �f any payment due hereunder is not made by the City. In the event no funds or insufficient funds are a}�propriated and bucfgeted by City in any fiscal period for any payments dua hereunder ("Defauft Period"), City will natify Consuftant af such occurrence prior to the beginning of the Defaulf Period, and this Contracf shall terminate on the last day of the fiscaf period for which appropriatior�s were received withouf penalty ar experise to City of any kind whatsoever with res�ect to the Default Period, except as to the portions of the payments herein agreed upon for which funds shall ha�e been appro�riated and budgeted. City agrees to appropriate and budgeC, ,a5 „ �; �, , �� � �� , . �racticably as possible after the Default Period, amour�ts sufficient to c��er '� � ' � . , �� �� � . any payments owed 6ut no# paid to Consultant as of the beginning of the Default period, and ta promptly pay these amoun�s to Consultant. City has informed Consultanf that, concurrently wit� appro�al of this contract, City will appropriate and budget 104% of the funds specified in this Confract, sa that all func�s will be appropriated and budgeied prior to the commencement date af this Contract. c. Upon termination of fhis Contract fo�' any reasan, and subject to paragraphs 13 and 14, Co�suEtant shall provide the City with cop9es of all campl�ted or partially completed documents preparecf under this Con#ract. a. Indemr�ificafion. a. Each pariy to this Contract ("Indemnified Party") shall indemnify and hold the ather party {"Indemnifiet! Party") and its afficers, agents and emp[oyees harmless from any loss, damage, liabifity or expense for damage ta property and injuri�s, including deafh, to any person, including but not limited ta officers, agents, employees or subcontractors of the [ndemnified Party, which may arise out of any negligent act, errar or omission of the Indemnifying Pariy in the performance of this Contract. The ]ndemnifiying Party shall defend at its own expense any suits or other proceedings braught against the Inclemnified Pariy, its afficers, agents and empioyees, or any of therr�, 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 ti�em in connection ther��ith .- .. '�j. , , ' 'h • resulting from such negligent act, error or omissioi� in �..th� .,, ,,� , perFormance of this Contract. : �,,, '�� G. Insurance. a. Cansulfant shall not commence worfc under tl�is Contract unti! it has obtained alf ins�rance required under this section and such insurance has been a�proved by the Cify, nor shall Cansuft�nt allow any subcontractor to commenc� worfc on its s�bcontract until all similar insurance ofi t�e subcontractor has been so abtained and appro�al given by the City. b. Workers' Compensa�ion lnsurance: Consultant shall take out and maintain during the life of this Contract statutory Workers` Compensation Insurance for ail af its empfoyees performing any ofi the S�NEC�S hereunder, and, in case ar�y work is sublet, Consultant shall require the subcontractor similarly to provide Workers' Compensation insurance for all of the latter's employees unless such employees are covered by the pro#ection afforded by Cantract's insurance. In case any class af employee who �ngages in hazar�ous work under this Cantract is not protected under the Workers' Campensation stat�te, Consultant shal[ provide and shall cause subcontractar to provide adequate and suitable insurance for the protection of employees not ott�erwise protected. c. Public Liability and Praperty Damage Insurance. Consultant shall iake out and maintain during the life af this Contract such public liability and property damage insurance as shall protec# Consultant and any su�contractor perfarming work co�erec! by this Contract from claims for personal injuries, including death, as we[I as from claims for praperty damages or lasses which may arise from operation under this contract, '' ' ���,� �, whetf�er such aperations are by Cor�sulfiant or by any subcontr�c�or or by � ., „ � anyane directly or indirectly emplayed by either of them. The amour�t of such insurance shall be as follows: (1) Public Liabilitv Insurance. In an amount no less than Two Hundred Fifty Thausand Da[lars ($250,Ofl0) far injuries, including accidental death, to any one person; and subject to fhe same limit far each p�rson, in an amount not less than Five Hundred Thousand Dol[ars ($500,004) on aceoun# of ane accident; (2} Prooertv Damape Insurance. In an amount not [ess than Fi�e Hundred Thousand Dollars ($5DD,000); (3) Umbrella Policy. In an amaunt not less than One Million Do[lars {$1,000,000). d. Praof af Insurance CoWerag�, Cantr'actor shal[ furnish the City with a certificate of insurance, as proof that it has abtained for fhe duration of this Contract the insurance amounts required herein. Cansu[tant's insurance policy shal! provide that #he insurer shall give the City thirty (30) days' prior written notice before altering, modifying or ierminating the insurance caverage. 7. Inder�endenf Contractor�. Consultant shall perform all wark and services hereunder as an independent contractor and not as an officer, agent or emp[oyee of the City. Consu{tant shall have exclusive control of, and the exclusive right to co�trof the de�aiis af the work pe�Formed hereunder. Nothing herein shall be construed as creating a partnership or joint venture between tY�e City and the Consultant, its officers, age�ts, employe�s and subcontractors; and the doctrine ofi respondeat superior shall have nv application as �� , �. between the Gity and the ConsuEtant. ' ;�� k� 8. Disclosure of Conflicfs. Consu[tant warrants ta tne City of Fort Worth that it has made full disclasure in wrifing of any existing or potential cor�flicts of interest related to the services to be perFormed hereunder. Consultan# further warrants t�at it will make prompt d�sclosure in wri#ing of any conflicts af interest, which d�velop subsequent to ihe signing of this Contract. 9. RI�I1� tD �►UC�It_ Consultant agrees that the City sha11, until the expiration of three (3) years after final payment under this cantract, have access to and the right to examine at r�asonable times any directly per#inent boo[cs, documents, papers and records of the cansultant involving transactions relating to this Contract. Consultar�� agrees that t�e City shall have access during normal working hours to all necessary Consuftani facilities and shail be provided adequafe and appropriafe workspace in order to condUct audits in compliance with the provisions of this section. Th� City shall give Consultant reasonable advance r�otice of intended audits. Gonsultant iurkher agrees to include ir� all its subcontractor agreements hereuncler a provision ta the effect that the subcontractor agre�s fhat the City shafl, until the expiration of three (3) years after final payment of tE�e subcontract, have acc�ss to and #h� right to examine at reasonable tirries any directly periinent books, documer�ts, papers and records af such su�contractor involving transactians related to the subcantract, and �urther that City shalf have access cluring normaf working hours to a!I subcontractar facifities and shall be provided adeguate and appropriate work space in order to conduct audits in compliance wit� fihe provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 1Q. F�rohiF�ition ofAssignmenir. "� :` ; . . ' �� ,, � Neither party hereto shall ass9gn, sublet or transfer its interest herein without the prior wriften consent of the ath�r party, and any attempted assignment, suhlease or transfer of all or any part �ereof without such prior written consent shal[ be �oid. 1'�. Nvn�discrim'rna4ianz As a concEifion ofi fihis Gontract, Consultant co�enants that ii will taEce alf nec�ssary actions to insure that, in connection wiih any work under thEs Contract, Contractors, its associates and subcontractors, will not discrimir�ate in the treatment or emplayment of any individual or groups of ind�viduals on the grounds af race, color, re[igion, national origin, age, sex or physical handicap unrelated to job perFormance, either direetly, ir�directly or through contractual or other arrangernents. 12. Chaice of Law: I�enue. a. Tt�is Contract shall be construed in accordance with th� int�rnaf law of the State of Texas. b. Should any action, w�ether real or asserted, at law or in equity, arise out af the terms of fihis eontract, venue for said action shall be in Tarran# Caunty, T�xas. 13. aightis in Resu[ts of 5ervices_ T�e materials and methads used in the pravision of Consultant's services are proprietary to Consultant. All rights, including copyrights, in and to such materials and methods shall remain the property af Consultant. City is granted a limited right of intemal reproductian and distributian af materials prepared specifical[y for City under this Cohtracf. '14. Confiden�iallnformation_ City acknowledges and agrees that any and all information (in whatever form) relating ta the business of Consultant and acquir�d by City under this �on#r�at•, ��i� 1 � � otherwise, is and sha[I remain, to the exteni permitted by [aw, confidential inf�urm�afion,�nf , ,, Consuitant to the e�tent that it incEucEes valuable and proprietary trac�e, busi�ess and industry secrets af Consultant. City agrees to maintain in confidence and (exce�t as otherwise pro�ided in paragraph 13) to refrain, di�ectly or indirectly, from copying, usEng, transferring, disclasing or exploiting in any manner any of such conf[dential information during the term of tl�is Con#ract and fallowing terminatian thereof, for any reason. EXECUTED on this�day of ATTEST: ,,: � � / � 4/ � ` �Ity S�CC ' f�/ _ N '� APP OVE� A � FOR AND LEGALETY: ! r�� �f �`� � Assista City Attorney '` 1 � � u -�_ �on�xa�t P�xtho�i�a����e Date ----•--- _ o.o,_ .�.�_�_ .� , 2402. CITY OF FORT W�RTH �_ , j_a /"•�� . l . � J � l. ir'r,C'' Reid Rector Assistant City Manager MGT af America, f NC. By: � Steph F. Humphreys, Jr. Senior Par�ner � . �� �.. ,� � �� � i' .