Loading...
HomeMy WebLinkAboutContract 50582 City Secretary Contract No. �5g� RECENED "n -22018 C(iY YSE RETARy RT RT H 6x01 CITYSEGRETRRY FO PERSONAL SERVICES AGREEMENT (Librarv) This PERSONAL SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH (the "City'), a Texas home-rule municipal corporation, and Abigail Branch (`Facilitator"). City and Facilitator are each individually referred to herein as a"party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Personal Services 2. Exhibit"A"—Statement of Work plus any amendments to the Statement of Work 3. Exhibit"B"—Payment Schedule 4. Exhibit"C" Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Personal Services Agreement shall control. The term"Facilitator" or"Contractor" shall include the Facilitator or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term"City" shall include its officers, employees, agents, and representatives. 1. Scope of Services. Abigail Branch will facilitate a journaling workshop on March 31,2018 and a goal setting workshop on May 3, 2018. Specifically, Facilitator will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Facilitator shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Facilitator shall perform the Services in accordance with all applicable federal, state, and local laws, rules,and regulations. If there is any conflict between this Agreement and Exhibit A, the terns and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon March 15, 2018, (`Effective Date") and shall expire no later than May 30, 2018, ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement is not renewable. OFFICIAL RECORD CITY SECRETARY "s WOR 1TH9 TA Abigail Branch Personal Services Agreement-Library Page 1 of 11 Rev. 12/2016 City Secretary Contract No. 3. Compensation. The City shall pay Facilitator an amount of$625 USD for both events in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Facilitator 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 Facilitator not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Facilitator within thirty (30) days of receipt of such invoice. Facilitator may charge interest on late payments not to exceed one percent(1%). 4. Termination. 4.1. Convenience. Either the City or Facilitator 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 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Facilitator 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 have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Facilitator for services actually rendered up to the effective date of termination and Engineer 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. Upon termination of this Agreement for any reason, Facilitator shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Facilitator has received access to City information or data as a requirement to perform services hereunder, Facilitator shall return all City provided data to the City in a machine readable format or other fonnat deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Facilitator hereby warrants to the City that Facilitator has made full disclosure in writing of any existing or potential conflicts of interest related to Facilitator's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Facilitator hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. The City acknowledges that Facilitator may use products, materials, or methodologies proprietary to Facilitator. The City agrees that Facilitator's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Facilitator, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it 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. 5.3 Unauthorized Access. Facilitator 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. Facilitator shall notify the City immediately if the security or integrity of any City infonnation has been compromised or is believed to have been compromised, in which event, Facilitator shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such infonnation from further unauthorized disclosure. Abigail Branch Personal Services Agreement-Library Page 2 of 11 Rev. 12/2016 City Secretary Contract No. 6. Right to Audit. Facilitator agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Facilitator involving transactions relating to this Agreement at no additional cost to the City. Facilitator agrees that the City shall have access during normal working hours to all necessary Facilitator 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 Facilitator not less than 10 days written notice of any intended audits. Facilitator 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 not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Facilitator 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, Facilitator 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. Facilitator acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Facilitator, its officers, agents, employees, servants, contractors and subcontractors. Facilitator further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Facilitator. . It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Facilitator or any officers, agents, servants, employees or subcontractors of Facilitator. Neither Facilitator, nor any officers, agents, servants, employees or subcontractors of Facilitator shall be entitled to any employment benefits from the City. Facilitator 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. A. LIABILITY - FACILITATOR 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 FACILITATOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - FACILITATOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO FACILITATOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF FACILITATOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. Abigail Branch Personal Services Agreement-Library Page 3 of I 1 Rev. 12/2016 City Secretary Contract No. 9. Assignment and Subcontracting. Facilitator 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 Facilitator under which the assignee agrees to be bound by the duties and obligations of Facilitator under this Agreement. The Facilitator 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 Facilitator referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Facilitator under this Agreement as such duties and obligations may apply. The Facilitator shall provide the City with a fully executed copy of any such subcontract. [Insert language if goal has been set under the Business Diversity Ordinance] Business Diversity Ordinance does not apply to this contract. 10. INSURANCE. During the term of this Agreement, Facilitator shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Facilitator's performance of its obligations under this Agreement. Facilitator shall specifically obtain the following types of insurance at the following limits: Commercial General Liability: $500,000 Each occurrence on a combined single limit Facilitator shall promptly provide the City with a certificate of insurance that verifies Facilitator's compliance with the insurance requirements of this Agreement.The City's Risk Manager shall have the right to review and evaluate Facilitator's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Facilitator shall comply with such requests or revisions as a condition precedent to the effectiveness of this agreement. 11. Compliance with Laws,Ordinances, Rules and Rey-ulations. Facilitator agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Facilitator of any violation of such laws, ordinances,rules or regulations, Facilitator shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Facilitator, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Facilitator'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 Facilitator, its personal representatives, assigns, subcontractors or successors in interest, Facilitator agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Abigail Branch Personal Services Agreement-Library Page 4 of 11 Rev. 1212016 City Secretary Contract No. 13. Notices. Facilitator acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms"boycott Israel: and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. B►' signing this contract, Facilitator certifies that Facilitator's signature provides written verifleatio n to the City that the Facilitator: (I) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. 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: City of Fort Worth With Copy to the City Attorney Attn: Aaron Cummins at same address 500 W. Third Street Fort Worth TX 76102 Facsimile: (8I7)392-7734 TO FACILITATOR: Name: Abigail Branch Street: 3933 Foxhound Lane City, State: Fort Worth, Texas 76123 15. Solicitation of Employees. Neither the City nor Facilitator shall, during the tern of this Agreement and additionally for 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 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 Facilitator 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 Facilitator's respective right to insist upon appropriate performance or to assert any such right on any future occasion. .Abigail Branch Personal Services Agreement-Library Page 5 of I 1 Rev. 12/2016 City Secretary Contract No. 18. Governing Law and Venue. 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. 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 Maieure. The City and Facilitator 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 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. 23. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 24. Entirety of Asreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Facilitator, 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. Abigail Branch Personal Services Agrccment-Library Page 6 of 1 I Rev. 12/2016 City Secretary Contract No. 25. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 26. Warranty of Services. Facilitator warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)days from the date that the services are completed. In such event, at Facilitator's option, Facilitator shall either (a) use commercially reasonable efforts to re-perfonn the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Facilitator for the nonconforming services. 27. Network Access. 27.1 City Network Access. If Facilitator, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Facilitator Personnel"), requires access to the City's computer network in order to provide the services herein, Facilitator shall execute and comply with the Network Access Agreement which shall be provided at the start of negotiations and incorporated herein for all purposes. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Facilitator shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Facilitator shall complete the Employment Eligibility Verification Fonn (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who perforins work under this Agreement. Facilitator shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perforin such services. Facilitator shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Facilitator shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately tenninate this Agreement for violations of this provision by Facilitator. 29. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Facilitator whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Abigail Branch Personal Services Agreement-Library Page 7 of I 1 Rev. 12/2016 City Secretary Contract No. Il`T WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this_Tay of , 20-N—. ACCEPTED AND AGREED: ACCEPTED AND AGREED: CITY OF FORT WORTH: Abigail Branch: By: J By: Ott N J3" glue Cj4APA Abigail Branch Assistant City Manager Facilitator Date: � �" Yf' Date: al ATTES o1� By: Mary J.Ka -� a City Secretary AP-' P VED AS TO FORM AND LEGALITY: r B Paige Mebane Assistant City Attorney CONTRACT FACILITATORIZATION: M&C: No M&C Necessary Date Approved:N/A 1295 Certification: N/A CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ens ing all perfonnance reporting requirements. 1 '4�'U }� - tel Marilyn Marvin Assista Library D rector OFFICIAL RECOR® CITY SECRETARY FT.WORTH,TX Abigail Branch Personal Services Agreement-Library Page 9 of 11 Rev. 12/2016 City Secretary Contract No. EXHIBIT"A" STATEMENT OF WORK Scope of Work/Project Deliverables Abigail Branch will facilitate a 2.5 hour journaling workshop. The facilitation will include coaching attendees on how to use journaling to record their history and experiences as women.The workshop will be held in the Chappell Meeting Room of the Fort Worth Central Library. The facilitation will occur from 1:00 PM-3:30 PM on Saturday, March 31,2018. Abigail Branch will facilitate a one-hour goal-setting session at the Fort Worth Library Staff Development Day,to be held at Tarrant County College on May 3,2018 from 1:30 PM-2:30 PM. She will lead an exercise to help attendees identify and visualize their professional goals by creating career vision boards that they can use throughout the year. Abigail Branch Personal Services Agreement-Library Page 9 of 1 1 Rev. 12/2016 City Secretary Contract No. EXHIBIT"B" PAYMENT SCHEDULE The City of Fort Worth will issue the following payments: • March 31,2018-Journaling Workshop-$375 USD • May 3,2018-Goal-Setting Session-$250 USD Abigail Branch Personal Services Agreement-Library Page 10 of 11 Rev. 1212016 City Secretary Contract No. EXHIBIT"C" VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Abigail Branch Legal Address: 3933 Foxhound Lane, Fort Worth, Texas 76123 Services to be provided: Abigail Branch will facilitate a 2.5 hour journaling workshop on Saturday, March 31, 2018 and a one hour goal-setting session on Thursday. May 3, 2018. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Abigail Branch Position: Self � Signature 2. Name: Position: Signature 3. Name: Position: Signature Name:Abigail Signature of President/CEO Other Title: Date: Abigail Branch Personal Services Agreement-Library Page I I of I I Rev. 12/2016