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HomeMy WebLinkAboutContract 29203 CITY SECRETARY CONTRACT NO. STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT, § DENTON and WISE § CONTRACT FOR PROFESSIONAL CONSULTING SERVICES This contract is entered into by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City," and William J. Martin, hereinafter called "Consultant;" both parties acting herein by and through their duly authorized representatives: 1. Scope of Services. In accordance with the highest professional standards, Consultant agrees to provide the services of assistance with -the determination and evaluation of facilities needs and special requirements for present and future equipment maintenance operations at the proposed Equipment Services Department central location near downtown Fort Worth. Such services would include without limitation: projection of needs for space, land use requirements, utilities evaluations, accessibility evaluations, needs for specialized vehicles and equipment, requirements for fixed and movable furniture, requirements for tools and equipment, and cost estimates. Also included would be coordination with any other city departments affected by the move to the new location. 2. Compensation. a. The amount to be paid to Consultant for all services performed hereunder shall not exceed $10,000, hereinafter"Consultant's Fee." The Consultant's Fee shall be billed at the rate of$400 per day, plus all reasonable expenses incurred by Consultant in the accomplishment of all items listed under the Scope of Services. Consultant shall be reimbursed for reasonable travel expenses incurXed—_ pursuant to this agreement. All travel expense reimbursement shall be approved® by the Director of the Equipment Services Department or his designee. Receipts for all travel expenses are required. Any service proposed as necessary by the Consultant, but beyond the stated Scope of Services outlined in Section One, Scope of Services, must be justified to and expressly authorized by the Director of Equipment Services and approved by the City Manager or his designee before it is provided. b. City will provide payment within 30 days of approval of Consultant's invoices. 3. Term. The term of this Contract shall commence upon date of full execution by the City and Consultant, and shall terminate the 30th of September, 2004, unless terminated earlier as provided herein. 4. Data. The City shall retain ownership of all data compiled, analyses performed and reports drafted by the Consultant in his or her fulfillment of the terms of this Contract. 5. Termination. a. City may terminate this Contract at any time for any cause by notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into of 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. If the City terminates this Contract under this Section 6.a., the City shall pay Contractor for services actually performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by Consultant documenting the performance of such work. b. In the event no funds or insufficient funds are appropriated and budgeted by the City in any fiscal period for any payments due hereunder, the City W 11 Retify Consultant of such occurrence as soon as possible and this Contract sh 31F,t�rminate �� r LW- on the last day of the fiscal period for which appropriations were received, without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated and budgeted. C. Upon termination of this Contract for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Contract. 6. Indemnification. a. To the extent permitted by applicable law, Consultant shall 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 Consultant or subConsultant, which may arise out of any negligent act, error or omission in the performance of Consultant's professional services. To the extent permitted by applicable law, Consultant 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 act, error or omission. 7. Independent Contractor. Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant 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 officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the 71 �yy'�1�� 16Ltl Consultant, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 8. Disclosure of Conflicts. Consultant warrants to the City of Fort Worth that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Contract. 9. 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 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 workspace 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 of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions 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 workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. 10. Prohibition of Assignment. Neither party hereto shall assign, sublet or transfer its 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. 11. Choice of Law; Venue. This Contract shall be construed in accordance with the internal law of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Contract; venue for said action shall be in Tarrant County, Texas. 12. Construction 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. 13. No Third-Party Beneficiaries. This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered beneficiaries of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 14 No Joint Venture, Partnership, Agency. This Agreement will not be construed in any form or manner to establish a partnership, joint venture or agency, express or implied, nor any employer-employee, borrowed servant or joint enterprise relationship by and among the parties. The City shall be an independent contractor and shall be responsible at all times for directing its employees in the course of their duties. Consultant shall be responsible at all times for directing its employees in the course of their duties. 15. Severability. The provisions of this Agreement are severable, and if any word, p a , ;d"May, vClk . �. � , YIX. sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 16. Force Majeure. If, by reason of Force Majeure as hereinafter defined, any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then such party shall give written notice of the particulars of such Force Majeure to the other party within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall be in good faith exercise its best efforts to remove and overcome such inability. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority, insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms; floods; washouts; or other natural disasters; arrest; restraint of government and people, civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. Force Majeure shall not excuse the obligation of Customer to pay for emergency water service provided under this Agreement. 17 Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: CAP' 18. Fiscal Funding Limitation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this contract, then the City will immediately notify Con-[sultant/tractor] of such occurrence and this contract shall be terminated 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 to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. Provided, however, that this Section 29 is not intended to grant to the City an independent ground for termination of this agreement separate and apart from any grounds for termination for non- appropriation or non-availability of funds which would be provided to City by reason of Tex. Const. Ann. Art. 11, Sec. 5 and 7. 19. Paragraph Headings. The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Contract. 20. Compliance with Law Contractor, its officers, agents, employees, contractors and subcontractors, shall abide by and comply with all laws, federal, state and local, including the Charter and all ordinances, rules and regulations of the City. It is agreed and understood that, if City calls the attention of Contractor to any such violations on the part of Contractor, its officers, agents, employees, contractors or subcontractors, then Contractor shall immediately desist from and correct such violation. [signature page follows] uFFICIMI MON cirf �� i� 1 EXECUTED on this, thA�' day ofO/<' , 20a3 . ATTEST: CITY OF FORT WORTH �t Gloria Pearson Gary Jackson i � City Secretary City Manager 9-&X� /�� APPROVED AS TO FORM AND LEGALITY: David L. Yett City Attor ey —� BY: [CONSULTANT] contract Authorization �1 Date BY: C I K" TITLE: &C - 4 A'A'd'd CITY 9"CIENY w"NIH, TEX.