HomeMy WebLinkAboutContract 46327 City Secretary Contract#
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF FORT
WORTH AND STRATEGIC GOVERNMENT RESOURCES
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 organized under the laws of the State of Texas, acting by and through
Susan Alanis, its duly authorized Assistant City Manager, and STRATEGIC GOVERNMENT
RESOURCES Inc. (SGR) ("Consultant"), a consulting firm. The "City" means and includes
the City of Fort Worth and its officers, agents, representatives, servants and employee. The
"Consultant" means and includes Dr. Mike Mowery, Chief Operating Officer of Strategic
Government Resources, Inc. and any person or entity acting on SGR's behalf City and
Consultant shall be referred to collectively as"Parties".
WHEREAS, the Consultant, acting as a firm in its own capacity, is engaged in the
business of leadership training for profit; and
WHEREAS, subject to the terms of this agreement, the City desires to engage the
services of the Consultant, and the Consultant desires to engage in leadership training activities
for the Parks and Community Services Department Employee Leadership Team.
NOW, THEREFORE, for and in consideration of the mutual agreements stated herein,
the Parties agree as follows:
1. TERM. Services shall be provided by Consultant for a term beginning on January 2, 2015
("Effective Date") and ending on January 31, 2015, unless terminated earlier pursuant to the
terms of this Agreement. This agreement may be renewed or extended by mutual written
agreement of Parties.
2. SERVICES.
a. Consultant shall, with good faith and due diligence, provide training for Parks and
Community Services Leadership Team (number of employees to be trained to be
designated by Parks and Community Services Department) on January 9, 2015 from 8:30
A.M. to 12:30 P.M. at R.D. Evans Community Center, 3200 Lackland, Fort Worth, Texas
76116 or a location of the Parks and Community Services Department's choosing.
b. Consultant will conduct training with certified I-OPT Facilitators at the January 9, 2015
half-day workshop that includes: 1) an overview and explanation of the I-OPT Profiles;
2) Distribution and explanation of the I-OPT Reports for each participant; 3) Exercises
designed for participants to talk to each other about their I-OPT Profiles and 4)
Discussion on the relevant applications to the functioning of the Team.
c. Consultant will provide the participants the I-OPT Survey and instructions to complete
prior to the workshop training. Upon completion of the survey by the participants,
Consultant will provide nine (9) reports. The reports to be used in the workshop will be
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printed by Consultant and distributed by Consultant at the workshop. The other reports
will be sent by the Consultant electronically to the participants following the workshop.
3. CITY'S DUTIES. The Parks and Community Services Department will provide the
Consultant the names and email addresses of the participants of the workshop and other
information needed for the Leadership Team analysis to be performed in a reasonable time
prior to the workshop.
4. COMPENSATION.
a. Payment. Consultant shall be paid $150.00 for each completed I-OPT survey and $3,000
for conducting the half-day training workshop.
b. An IRS form 1099 will be issued for these monies and all taxes are the responsibility of
the Consultant.
5. TERMINATION
a. Either Party may terminate this Agreement at any time, with or without cause, by sending
written notice of the termination. Termination will be effective on the date that the
termination notice is delivered by the terminating party in accordance with Section 7
(Notices). In the event this Agreement is terminated prior to expiration of the Term, City
shall pay Consultant only for Services actually rendered as of the effective date of
termination. Furthermore, 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.
b. In the event Consultant becomes physically or legally incapacitated during the term of
this Agreement, City shall have the right to terminate this Agreement immediately or
suspend it for a period not to exceed ninety (90) days. The parties may also agree, in
writing, to suspend this Agreement for a period not to exceed ninety (90) days. Any
decision to proceed with the Agreement after suspension must be made in writing by the
City to the Consultant, and the term shall be extended day-for-day in proportion to the
suspended time period. If a decision to proceed is not made within ninety (90) days, this
Agreement will terminate immediately.
6. CONFIDENTIAL INFORMATION. Consultant agrees that it shall treat all information
provided to it by the City as confidential and shall not disclose any such information to any
third party without the prior written approval of the City. Upon termination or expiration of
this Agreement, Consultant agrees to deliver to the City any and all information subject to
this Agreement then in its possession or under its control. The Consultant acknowledges that
such information is confidential and is the sole property of the City. The foregoing
restrictions on disclosure of confidential information shall not apply to disclosures required
to be made by law.
7. NOTICES. All notices required or permitted under this Agreement shall be conclusively
determined to have been delivered when (i) hand-delivered to the other party, or its
authorized agent, employee, servant, or representative, or (ii) received by the other party or
its authorized agent, employee, servant, or representative by reliable overnight courier or
United States Mail, postage prepaid, return receipt requested, at the address stated below or
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to such other address as one party may from time to time notify the other in writing. E-Mail
may be used for providing information needed for the completion of this agreement between
Parties.
IF TO CITY: IF TO CONSULTANT:
Richard Zavala,Director Mike Mowery, COO
Parks and Community Services Dept. Strategic Government Resources
4200 S. Freeway, Suite. 2200 P.O. Box 1642
Fort Worth, TX 76115-1499 Keller, TX 76244
Richard.Zavala(a,fortworthtexas.gov mmowery @governmentresource.com
S. LIABILITY AND INDEMNIFICATION.
A. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS,
PROPERTYDAMAGEAND/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 ACTS) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
B. 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 DAMAGES OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, 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.
C. Consultant shall require all of its subcontractors to include in their subcontracts a
release and indemnity in favor of City in substantially the same form as above.
D. This section shall survive the expiration or termination of this Agreement.
9. INDEPENDENT CONTRACTOR Consultant shall operate hereunder as an independent
contractor and not as an officer, agent, servant, or employee of City. Consultant shall have
exclusive control of and the exclusive right to control the details of the Services performed
hereunder and all persons performing same and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, subcontractors or anyone else acting on
Consultant's behalf. Nothing herein shall be construed as creating a partnership or joint
enterprise between City and Consultant. It is expressly understood and agreed that no
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officer, agent, servants, subcontractor or anyone else acting on behalf of Consultant is in the
paid service of City.
10. INSURANCE.
Contractor 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:
Coverage and Limits
a. Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
b. Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Contractor, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Consultant agrees to comply with all 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. 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 the basis of race, color, national origin, religion, handicap, sex, sexual
orientation or familial status. 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.
13. LICENSES AND PERMITS. Consultant shall, at its sole expense, obtain and keep in
effect all licenses and permits necessary for it to carry out its duties and obligations
hereunder.
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.
15. 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.
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16. VENUE,JURISDICTION AND EXPENSES.
This Agreement shall be construed in accordance with the 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. In any such
action, the prevailing party shall be entitled to recover from the other parry reasonable
attorneys' fees incurred in the bringing or defending of the action.
17. 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.
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 or omission in performance due to force majeure or other causes beyond their
reasonable control, including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national
disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
EXECUTED to be effective as of the Effective Date.
CITY OF FORT WORTH: STRATEGIC GOVERNMENT
RESOURCES, INC.
By: �7
�� By:
Sus Alanis Mike Mowery
Assistant City Manager Chief Operating Officer
Date: I l ; I `� Date: Ae-�e-5--
ATTEST: �� F®�'�.0.
By: ) n .t l�''�1�1.0- X
May J. Kayser
1 U ®��
City Secretary ?% °°o°°o°,
AP ROVED AS TO FORM AND LEGALITY:
Assistant City Attorney OFFICIAL RECORD
CITY SECRETARY
FT. WORTHS YK