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Home My WebLink AboutContract 41733 (2)CITY ECRETARY J� a CO&\! R C � NO1 1 71. 33 PROFESSIONAL SERVICES CONTRACT This Professional Services Contract ("Contract") is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City," and The Whitney Smith Company, Inc., hereafter called "Contractor." 1. SCOPE OF SERVICES Contractor agrees to provide services for human resource consulting, as more specifically described in the attached Exhibit A. 2. COMPENSATION The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed three thousand five hundred sixty dollars ($3,560.00). 3 TERM This agreement shall be effective upon date of final execution and shall expire upon completion of all services contemplated herein, but not later than May 15, 2011. 4. TERMINATION City may terminate this Contract at any time for cause or convenience of the City by notice in writing to Contractor. Upon the receipt of such notice, Contractor shall 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 all 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: RELEASE OF LIABILITY CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, 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, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR Contractor shall 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 respondeat superior shall have no application as between the City and the Contractor. 7. INSURANCE 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 Agreement: WOnr t: Coverage and Limits (a) Professional Liability (Errors and Omissions) $1, 000, 000 Each Occurrence $1, 000, 000 Aggregate (b) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This 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. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee General Requirements (a) 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. (b) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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 internal law 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 Tarrant County, Texas. 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 reasonably beyond the control of the party. PROFESSIONAL SERVICES CONTRACT Whitney Smith Company, Inc. Page 2 of 5 11. CONFIDENTIAL INFORMATION 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 Contractor's breach of this confidentiality provision. 12 RIGHT TO AUDIT During the term of this Agreement, and for a period of two (2) years following the expiration of this Agreement, the City shall, at reasonable times, have the right of access to all information held in the possession of the Contractor related to transactions and/or services performed pursuant to this Agreement for audit purposes. 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 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: City of Fort Worth Horatio Porter, Budget Officer 1000 Throckmorton Street Fort Worth, Texas 76102 [Signature Page Follows] PROFESSIONAL SERVICES CONTRACT Whitney Smith Company, Inc. Page 3 of 5 If to Contractor: The Whitney Smith Company, Inc. Whitney Smith 301 Commerce Street, Suite 1950 Fort Worth, Texas 76102 EXECUTED on thtst the 18th day of April, 2011. ACCEPTED AND AGREED. CONTRA By: Name: Title: Date: ATTEST: By: Name: Title: TOR: 44 Gretchen F. Smith Vice President c Lattriw). Marilyn . Stenzler Executive Assistant I Job- MARILYN K. STENZLER Notary Public, State of Texas My Commission Expires July 08, 2014 PROFESSIONAL SERVICES CONTRACT Whitney Smith Company, Inc. Page 4of 5 CITY OF FORT Rill: By: Date: yr Karen L. Montgomery Assistant City Manager ATTEST: V.s a, : Flendrix Ooo ao,� oo ftibbilzi, City Secretary gMarty °00 -&AFFelk r XAS I f VED TFORM AND LEGALITY: O n Assistant City Attorney NO MGM C RhQu Ika OFFICIAL RECOkii CITY SECRETARY Ft WORTH, TX Exhibit A Scope of Services Service Description: ® Team Building Training to include the Myers -Briggs Type Indicator (MBTI) personality profiles along with personality profile administration, associated presentation, and team building exercises. Cost: ® For complete Myers -Briggs Type Indicator (MBTI) administration, development of the program, and the actual presentation of a 2.5 hour program for the MBTI for your employees (which includes specific team building training components), the total cost is estimated to be $1,875. ® The total cost of purchasing MBTI instruments for 16 people would be $2,080 (16 at $130 each). ® The total estimated cost of the MBTI's plus administration, development of the program, and actual presentation of the program would be $3,560 (after 10% discount). PROFESSIONAL SERVICES CONTRACT Whitney Smith Company, Inc. Page 5 of 5 o