HomeMy WebLinkAboutContract 45097 CITY
CONTRACT NO,
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client"), aTexas home rule municipal oorp0radon,
acting by and through Charles Daniels, its duly authorized Assistant City Manager, and Richard Neuhaus
(^Conuu|hant" or^Conhachor"),
1. SCOPE OF SERVICES.
Consultant hereby agrees h3 provide the City with professional consulting services related to the
administration nf the City's Fire Department. Attached hereto and incorporated for all purposes incident
to this Agreement is Exhibit "A'" Statement of VVmrh, more specifically describing the services to be
provided hereunder. If there is any conflict between this Agreement and Exhibit A. the terms and
conditions of this Agreement shall control.
2.
The initial term /^>niho/ Tann"> of this Agreement shall commence upon November 1' 2013
("Effective Date") and shall expire no later than January 31, 2014 ("Expiration Date^), unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties, The City
shall have the option to extend this Agreement for three one-month harms, such renewal terms to be
hereinafter referred toas "Renewal Term" or"Renewal Terms"
—
3.1 Initial Term.
For the Initial Tenn. the City shall pay Consultant an amount of Two Thousand and 00/100 OoUana
($2.000,00) per month for up to hwonh/ (20) hours of work performed in the month ("Base Pav^), and for
every hour over twenty (20) hours of work performed, the City shall pay Consultant at the hourly na\8 of
One Hundred and Twelve and OO/1OO Dollars ($112.00) per hour.
3.2.
For each Renewal Term, there shall be no Base Pay, but rather City shall pay Consultant atthe hourly
rate of One Hundred and Twelve and 00/100 Dollars ($112.00) per hour, In no event shall the kmtm|
amount paid to Consultant over the Initial Term and all Renew/m/ Terms exceed $18.000.00,
Consultant shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such services.
3.3. Compensation Inclusive of Expenses.
The compensation set fndb above shall be inclusive of all of Consultant's expenses, and Consultant shall
be responsible for the payments of all expenses incurred during the performance of this Agreement,
including but not limited to services, mab*ha|s, mailing and shipping chopges, equiprnent, inaunance, cost
of all travel, and costs for Consultant's agents, conau|tanto, and employees necessary for the proper
performance of the services, required under this Agreement. The City ahgU not be liable for any additional
expenses nf Consultant not specified by this Agreement unless the City first approves such expenses in
writing,
3.4 Billing,
Consultant shall invoice the City by United States mail a(:
City of Fort Worth Fire Department
c/o Scott Han|on, Assistant Fine Director OFFICIAL RECORD
Consulting Agreement-Fire Administration MTYSECRETARY
Richard Neuhaus
Page 1 of 10
100Throckmorton St. — Public Safety Building, 3"' Floor
Fort Worth, TX7O1O2
Invoices shall be submitted no later than the 1Othcalendar day of the month for services provided the
previous month. City shall issue payment within 30 days of receipt ofinvoice.
4.
41. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by providing the
other party with 3O days written notice oftermination.
42 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due hereunder, City will notify Consultant of such oocV/nmOoa and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City Of any kind vvhahsnever, 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 terminated prior to the end of the Initial Term or the end of any
Renewal Term, the City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement upto the effective date nftermination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the 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 Omta of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
Consultant, for himself and his officero, agents and employees, further agrees that he shall treat all
information provided to him by the City ("City Information") as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized
users to acceoo, rnodifv, de|ab* or otherwise corrupt City Information in any way. Consultant ohe|| notify
the City immediately if the security or integrity of any City Information has been compromised or is
believed to have been compnomioad, in which event Consultant shall, in good fmith, use all commercially
reasonable efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and ShoU fully cooperate with the City to protect such information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City ohaU, until the expiration of three (3) years after final payment under this
omntrao , have access to and the right bmexamine at reasonable times any directly pertinent books,
documents, papers and records of the consultant involving transactions relating to this Contract at no
additional cost to the City. Consultant agrees that the City ohuU have access during normal working
hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consulting Agreement—Fire Administration
Richard Neuhaus
Page 2of10
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to
all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject
to and in accordance with the conditions and provisions of this Agreement, Consultant shall 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, contractors and subcontractors. Consultant
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,
agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors
and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Consultant. . It is further understood that the City shall
in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,
servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents,
servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from
the City. Consultant shall 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 or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING 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 OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee
shall execute a written agreement with the City and the Consultant under which the assignee agrees to
be bound by the duties and obligations of Consultant under this Agreement. The Consultant and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City
grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Consultant under this Agreement as such duties and obligations may apply. The
Consultant shall provide the City with a fully executed copy of any such subcontract.
Consulting Agreement—Fire Administration
Richard Neuhaus
Page 3 of 10
10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local lawn, nrdinannes, rules and
regulations. If the City notifies Consultant of any violation of such |aws, o/dinanoes, rules or rogu/ahons.
Consultant shall immediately desist from and o0neot the violation.
11. NON-DISCRIMINATION COVENANT.
Conou|bant, for itself, its personal rnpresentadves, assigns, subcontractors and auoonsmoro in inheremt, as
part of the consideration horein, agrees that in the performance of Consultant's duties and obligations
hereunder, it shall not discriminate in the treatment or employment ofany individual or group of individuals
on any basis prohibited by law. If any claim arisen from an alleged violation of this non-discrimination
covenant by Consu|tant, its personal representatives, asaigns, subcontractors or successors in inbonest.
Consultant agrees to assume such liability and to indemnify and defend the City and hold the City
harmless from such claim.
12.
N0duea required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered i0 the other pmrtv, its aQentG, emp|oyeeG, servants or
representatives, or (2) received by the other party by United States K8ai|, reg\sten:d, return receipt
requested, addressed oofollows:
TO THE CITY:
City of Fort Worth
Attn: Fire Chief
1000 Throckmodon
Fort Worth, TX7G1O2
WITH A COPY TO:
City Attorney's Office
Attn: City Attorney
1000 ThrOcknnndom
Fort Worth, TX7O1O2
TO CONSULTANT:
Name: Richard Neuhaus
Address: 825RomudaDr.
Fort Worth, TX7G1O8
13. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant sha||, during the term of this agreement and additionally for a period of
one year after its tnrrninobon, solicit for employment oremploy, whether as employee orindependent
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.
14. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any
of its governmental powers.
Consulting Agreement—Fire Administration
Richard Neuhaus
Page 4of1u
15. NO IVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute m waiver of the 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 shall be construed in accordance with the internal |ewm of the State of Texan. If any
@otion, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
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 Division.
17'
If any provision of this Agreement is held to be iOvg|id, illegal or unenfo[oeab|a, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected nrimpaired.
18' FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay Vromission in performance due to
force no jeure or other causes beyond their reasonable control (force no jeure)' induding, but not limited
b], compliance with any government \avv, ordinance or [8Bu|ation, acts of God, acts of the public enemy,
fires, strikes, |oukoutn, natural disoshers, w/aro, riotu, material or labor restrictions by any governmental
authority, transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed e
part 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 shall not be employed in the interpretation of this Agreement or exhibits hereto.
21.
No amendment of this Agreement shall be binding upon o party hereto unless such amendment is set
forth in a written instrurnent, which is executed by an authorized representative and delivered on behalf of
such party.
22. EN"r1RETY OF AGREEMENT.
This Agreement, including the schedule ofexhibits attached hereto a,nd any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and CVneu|tant,
their assigns and successors in intereot, 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.
Consulting Agreement-Fire Administration
Richard Neuhaus
Page 5nf10
23. NETWORK ACCESS.
If Consultant requires m000ss to the City's computer network in order to provide the services hermin.
Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "B" and
incorporated herein for all purposes,
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the /mg8| authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper
onder, neso|utinn, ordinance or other authorization of the entihy. Each podv is fully entitled to na|y on these
warranties and representations in entering into this Agreement or any amendment hereto.
/
Exeoubaddhinthe ayo . 2O���
CITY OF FORT WORTH:
C'harl". Daniels
Assistant City Manager
Date: Ll
ma� Kayser
City Secretary
APPRClVED AS T�O FORM AND LEGALITY:
By: Vidbut 0"Y`111�9A_l
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
KA&C: Not Re&uiIed
OFFICIAL, RECORD
Consulting Agreement-Fire Administration ary SECRETARY
Richard Neuhaus
Page 6nf 10
EXHIBIT A
STATEMENT OF WORK
Consultant shall promptly perform the following services at the written request of the City:
• Provide general consultation to the City regarding the general administration of its Fire
Department, including responding to questions via email and telephone, and attending
meetings as necessary.
• Update and finalize the Fiscal Year 2013 overtime detail spreadsheets.
• Work with Fire Department I.T. staff to develop an automated system for tracking overtime
detail.
• Develop a fire station construction process manual.
Consultant and City expressly agree that the services above do not include consultation regarding the
collective bargaining.
Consultant shall not perform any services above, other than general consultation services, without the
express written authorization to proceed from the City's Assistant Fire Director. Any work, other than
general consultation, performed by Consultant that is not at the written request of the City shall not be
compensated.
Consulting Agreement—Fire Administration
Richard Neuhaus
Page 8 of 10
EXHIBIT B
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network(collectively the
"Network"). Contractor wishes to access the City's network in order to provide Fire Department
Administration Division administrative consultant services. In order to provide the necessary support,
Contractor needs access b»the City's email system.
2. Grant of Limited Access. Contractor is hereby granted a limited right of aouego to the City's
Network for the sole purpose of providing Fire Deportment Administration Division administrative
consultant services. Such auoemn is granted subject \o the terms and conditions forth in this Agreement
and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications
Roemunoa Use Po|icy), of which such applicable provisions are hereby incorporated by reference and
made a part of this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and pasavvonƒe unique to each individual requiring Network aooeoa on behalf ofthe Contractor,
Access rights will automatically expire one /1> year from the date of this Agreement. If this aouaso is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted uen/ioeo, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
Services are being provided in accordance with City Secretary Contract No.
Services are being provided in accordance with City of Fort Worth Purchase Order No.
Services are being provided in accordance with the Agreement tn which this Access Agreement
is attached.
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with @ current list of its officama, aDenta, semaOha, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agento, nen/anto, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access ho the Network and/or termination of this Agreement.
S. Network Restrictions. Contractor nMioers, agentu, eervonto, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contngo(or, its offioers, agents, servante,
employees or repreaentaUveo, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's [)o(a, terminate the AgreerOent, and pursue any other
remedies that the City may have under this Agreement orat law orinequity.
51 Notice to Contractor Personnel - For purposes of this ueniion. Contractor Personnel shall
include all offioero, agenhs, aen/ante, mmp|oyeeo, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
ConoultinQAgreaman\-FiraAdministratiuo
R|oxam Neuhaus
Page Bof 10
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss mr theft Of such equipment Uu the City
(b) Contraubor, and/or Contractor Personnel, mheU be prohibited from connecting personally-
owned computer equipment to the City's Network
(o) Contractor Personnel eho|| protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use ofElectronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject toapplicable state regulations regarding
public information
(f) Contractor Personnel shall not copy orduplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(D) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user /D may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. in addition to the other rights mftermination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notiue, and without penalty to the City. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contnaobor, its
officers, agents, servants, employees and/or representatives toaccess the City's Network.
7. Information Security. Contractor ognaeu to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity ofthe City's Nehwork, including but not
limited k», theft of Contractor-owned equipment that contains City-provided access sofb*are, termination
or resignation of officers, agento, earvanta, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY gFF W RTH ON RACTOR Nn
Daniels Rr > Name:
ity Manager Title:
City Sec Name:
APP s TO FORM AND LEGALITY:
By: d,md &tu"A -
Assist t City Attorney -' '
W1 &C:
ly
0 _�!l
FFICIAL. RECORD
C1 IrYSECRETARY
Consulting Agreoment-FieAdminist,ation
Richard Neuhaus WHIT", 111rX
Page 10 of 10