HomeMy WebLinkAboutContract 41474 CITY SECRETARY
CONTRACT NO.41.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered
into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through Fernando Costa, its duly authorized Assistant City Manager, and KavPlan, LLC,
("Consultant") a Texas corporation and acting by and through Karen G. Kavanagh, its duly
authorized representative.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of providing On Call Planning Services. Attached hereto and incorporated for
all purposes incident to this Agreement is Exhibit "A" describing the Scope of Work and
Exhibit"B" describing the pay schedule.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and terminate July 1, 2013 unless terminated early
in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $20,000 in accordance with
the provisions of this Agreement. 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. The City shall not be liable for any additional expenses of
Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 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
occurrence 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
whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall be been appropriated.
4.3 Duties and Obligations of the Parties. EFT. CIAL RECORD
SECP�ETgRY
WORTH, TX
1
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered as of 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 up to the effective date of
termination.
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 Date of this
Agreement, Consultant hereby agrees immediately to make full disclosure to the City in
writing. Consultant, for itself and its officers, agents and employees, further agrees that it
shall treat all information provided to it by the City 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 access, modify, delete or otherwise corrupt City Information in any way. Consultant
shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract. Consultant agrees that the City shall 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.
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, contraIFT. tors. Consultant
acknowledges that the doctrine of respondeat sup �L'9E between the City,
Y SIECRETARY
WORTH, TX 2
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.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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) AND/OR 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 such consent,
the assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant
under this Agreement.
10. 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:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$250,000 PrepeFty damage
GeyeFage shall be on any eRsultant,
OFFICIAL RECORD
CITY SECRETARY
3
FT. WORTH, TX
seFVises under this AgreemeRt--"Any yebe o^l,�hall be any .Mole
OWRed, h*Fed and non owned
(c)
StatuteFy limits.
fi�PErnpleyeF'6
$100,000 - Disease peFeaGhempleyee
with 6tatuteFy benefits outlined in the Texas WGFkeFs' GempeRsatiGR AGt (AFt.-
8308 1.01 et seq. Tex. Rev. Giv. Stat.) and minimum pGUG�g li.m.0ts, f4-r
a njuFy disease PGI*Gy limit and $100,000 per disease peF employee
(d) Tes#eelegy General Liability
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology-Coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy. ,
to TeGhnelegy E&Q. Either is acceptable if coverage meets all other
requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2)years following
completion of services provided. An annual certificate of insurance shall
be submitted to the City to evidence coverage.
10.2 Certificates.
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. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear.
The term City shall include its employees, officers, officials, agent, and
volunteers in respect to the contracted services. Any failure on the part of the
City to request required insurance documentation shall not constitute a waiver
of the insurance requirement. 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 premium.
Such terms shall be endorsed onto Consultant's insurance policies. Notice shall
be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
OFFICIAL RECORD
CITY SECRETARY 4
FT. WORTH, TX
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the
violation.
12. MINORITY AND WOMAN BUSINESS ENTERPRISE (MWWBE) PARTICIPATION.
In accordance with City Ordinance No. 15530, the City has goals for the participation of
minority business enterprises and woman business enterprises ("MWWBE") in City contracts.
Consultant acknowledges there will not be an MWBE Goal established for this Agreement. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by the Consultant may result in the termination of this Agreement and debarment from
participating in City contracts for a period of time of not less than three (3)years.
13. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. If any
claim arises from an alleged violation of this non-discrimination covenant by Consultant, its
personal representatives, assigns, subcontractors or successors in interest, Consultant agrees
to assume such liability and to indemnify and defend the City and hold the City harmless from
such claim.
14. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or(3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To The CITY: To CONSULTANT:
City of Fort Worth KavPlan LLC
1000 Throckmorton 1805 Arthurs Circle
Fort Worth TX 76102-6311 Bedford, TX 76021
Facsimile: (817) 392-8654 817-897-1690
15. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally a period of one year after its termination, solicit for employment or employ,
whether as employee or independent 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. f—
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX 5
16. 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.
17. NO WAIVER.
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 a
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.
18. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of
Texas. If any action, 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.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
20. 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 or
omission in performance due to force majeure or other causes beyond their reasonable
control (force majeure), including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural
disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
22. 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.
LRECORD CRETARY RTH, TX
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest, 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.
OFFICIAL RECORD!
CITY SLCRETARY
FT. WORTH, TX
IN WITNESS HEREOF, the parties hereto have executed this Agreement in multiples this
{day of 1 20j.
CITY OF FORT WORTH: CONSULTANT:
KavPlan LLC
By: cs..,.,.0 G:/-
Assistant City Manager
Karen G. Kavanagh
President
RECOMMENDED:
Kent Penney, AAE
Aviation Department Director
APPROVED A FORM AND LEGALITY:
Charlene Sanders
Assistant City Attorney
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Approved
OFFICIAL RECORD
CITY SECRETARY
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KAVPLANLLC
ATTACHMENT A
Scope of Services
KavPlan will provide On-Call Planning Services for the City of Fort Worth. Primary
Responsibilities may include, but are not limited to, the following:
• Review project development proposals
• Provide coordination with staff on Airport Layout Plan (ALP) updates
• Provide general planning support in conjunction with the Airport's Capital Improvement Plan
(CIP) regarding issues associated with overall airport, airfield and terminal elements.
• Monitor CIP Projects
• Communicate and coordinate with City Staff
Schedule
The Period of Performance is February 1, 2011 —July 1, 2013
Staff
• Karen Kavanagh will perform all assignments.
Fee Estimate
• Compensation will be on a Time and Materials (T&M) basis. Separate fee estimate for each
Task will be submitted for review and approval.
• Not-to-Exceed Amount: $20,000.00 (Twenty-thousand Dollars)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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KAVPLAN LLC
February 1, 2011
Mr. Kent Penney, A.A.E.
Aviation Director
4201 N. Main St.
Fort Worth, Texas 76106
Dear Mr. Penney:
I am pleased to submit three signed copies of the Professional Services contract between the
City of Fort Worth and KavPlan LLC. The Scope of Services includes On-Call Planning
services for the period February 1, 2011 — July 1, 2013, for the Not-to-Exceed amount of
$20,000.00. Also included is a copy of the KavPlan LLC Woman-Owned Business Enterprise
(WBE) Certification from the North Central Texas Regional Certification Agency (NCTRCA). An
ACORD Insurance certification, naming the City of Fort Worth as the Certificate holder, will be
submitted separately within the next week.
Please let me know what additional information you require. I look forward to working with the
City of Fort Worth!
Sincerely,
6 W�/l�ri
Karen G. Kavanagh
President
KavPlan LLC
1805 Arthur s C,ircie. 1, Bedford, Texas 76021 > 817-897 1690