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HomeMy WebLinkAboutContract 45574-T1 CITY SECRETARY CONTRACT NO,, 46s14-T TERMINATION AGREEMENT (CITY SECRETARY CONTRACT NO. 45574) This TERMINATION AGREEMENT ("Termination Agreement") is made and entered into by and between the City of Fort Worth ("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 James M. Williamson ("Consultant"), an individual. Recitals The following statements are true and correct and form the basis upon which the parties have entered into this Agreement: WHEREAS, on May 7, the City and Consultant entered into an agreement whereby the Consultant agreed to use his experience and expertise to manage, lead, and oversee the development and growth of the City's Strengthening Programs through Advocacy, Resources, and Collaboration ("SPARC") initiative and develop and drive its strategy, mission, vision, and values, the same being City Secretary Contract("CSC")Number 45574; WHEREAS, on July 24, 2014, the parties amended CSC 45574 to increase the amount of monthly compensation to be paid to the Consultant from $6,000.00 to $7,000.00, the same being CSC No. 45574-A1; WHEREAS, the primary term of CSC 45574, as amended, was for one year, beginning on March 10, 2014 and expiring on March 9, 2015 and included a one-year renewal term; WHEREAS, the parties exercised the one-year renewal option with a term set to expire on March 9, 2016, the same being CSC No. 45574-R1 (CSC Nos. 45574, 45574-A1, and 45574- R1 are collectively referred to herein as the "Contract"); WHEREAS, Section 3.2.2 of the Contract permits the Consultant to terminate the Contract, for any reason, upon thirty (30) days' written notice to the City with the written understanding that, upon doing so, the Consultant would provide the City with copies of all completed or partially completed documents prepared under the Contract, all of which would become the sole property of the City with the Consultant having no rights in the work product produced under the Contract; WHEREAS, the City agreed to pay the Consultant for any Services actually rendered in accordance with the Contract prior to the effective date of such termination, less any payments that have been previously made, in accordance with a final statement submitted by the Consultant documenting the performance of such Services; WHEREAS, on July 15, 2015, the Consultant submitted his written notice of termination to the City with an effective date of termination for August 16, 2015; OFFICIAL RECORD Termination Agreement for CSC 45574 CITY SECRETARY 1 of 3 FT. WORTH, TX WHEREAS, the parties wish to set forth the terms under which an early termination of the Contract shall occur. Agreement NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. The Contract is hereby terminated effective August 16, 2015, which is the expiration date of the required thirty (30) days' termination notice. However, such termination shall not constitute (i) a release by the City of any liability accruing or obligation to indemnify under the Contract, the City's right to audit, or the insurance requirements, or (ii) a waiver by the City to enforce any unperformed duties or obligations under the Contract. Specifically, sections 4, 5, 6, and 8 of the Contract shall survive termination. 2. The Consultant shall deliver all Work Product produced, and all program supplies and materials acquired, under the Contract to the City on or before the effective date of termination of the Contract as set forth in Section 1. 3. The Consultant shall submit a final invoice no later than August 25, 2015 and the City will pay final invoice no later than 30-day after the Consultant has delivered all the Work Product produced, and all program supplies and materials acquired, under the contract. The final invoice and payment will represent full and final payment for all work performed and services provided by Consultant under the Contract. 4. All rights in and to the Work Product produced under the Contract are unchanged and shall be as set forth in the Contract. 5. This Agreement may be executed in multiple originals each of which shall be deemed an original for all purposes. 6. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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. This Agreement shall be construed in accordance with the laws of the State of Texas. 7. This Termination Agreement contains the entire understanding and agreement between the City and Consultant as to matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent it is in conflict with the terms and conditions of this Termination Agreement. 8. All terms in this Termination Agreement that are capitalized but not defined shall have the meanings assigned to them in the Contract. Termination Agreement for CSC 45574 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement in multiples in Tarrant County. CITY OF FORT WORTH: JAMES M. WILLIAMSON By: (Susn Alanis ssistant City Manager Dater l3 1 a-o ( 'S'- Date: 8-3—I6' APPROVED AS TO FORM AND LEGALITY: By.<� Tyl F allach Aant City Attorney AT lE�C7T: By:Mj; ra ser ittvy"Secretaryocklo M&C: C-26785 April 22, 2014 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Termination Agreement for CSC 45574 3 of 3