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HomeMy WebLinkAboutContract 36157 'N CITY s�c�Er�,� CONTRACT No. AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas (hereinafter referred to as "City"), acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and the North Texas LEAD ("Contractor"), a New York not-for-profit corporation doing business in Texas, and acting by and through its duly authorized representative. WHEREAS, Contractor, acting through its local subsidiary, the North Texas North Texas LEAD (Leaders and Executives Advocating Diversity), provides business leadership recruitment and diversity enrichment in Fort Worth companies; and WHEREAS, the City desires to contract with Contractor to implement a business leadership recruitment and development program; and WHEREAS, Contractor has offered to provide such services to citizens of the City; NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements set forth in this agreement, the parties hereby agree as follows: 1. Services. a. Contractor agrees to provide assistance in identifying, attracting, and retaining the best talent for senior leadership positions in Fort Worth through special outreach efforts to those candidates who are under-represented in the targeted positions in the Fort Worth and Tarrant County area, such services to be provided for a period beginning October 1, 2007 and ending September 30, 2008. The specifics of these services are contained in Exhibit A, attached hereto and made a part of this Agreement for all purposes ("Services"). b. At the end of each of the three-month quarter during the term hereof, Contractor shall submit a report substantially in the for �,6117� 7 . 1 ' the attached Exhibit B of services rendered during each quarter and be subject to a review of the City its services and activities in performance of this Agreement. Contractor shall be subject to a review by the City of its services and activities in performance of this Agreement. 2. Compensation. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor, the sum of Twenty-five Thousand Dollars ($25,000) ("Funds") in one lump sum, subject to Council approval during the annual budgetary process. The Funds shall be expended to perform the Services. Contractor shall deliver to City a quarterly statement of its receipts and expenditures of Funds detailing how the Funds were expended to accomplish performance of the Services, and such statement shall be signed by a duly authorized officer of the Contractor. The quarterly reports shall be in substantially the same format as the attached Exhibit "C", attached hereto and incorporated herein for all purposes. 3. Termination. a. Either party may cancel this Agreement by giving written notice to the other party of its intent to terminate this Agreement as of a specified date (the "Termination Date"). Such written notice must be given at least sixty (60) days prior to the Termination Date. In the event of such termination, City shall be obligated to Contractor only for the Services performed up to the Termination Date, and Contractor agrees to reimburse City for any portion of the funds not utilized for performance of Services under this Agreement. b. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payment hereunder, City will notify Contractor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 2 4. Monitoring. Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the Services to be performed under this Agreement, and City shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 5. Independent Contractor. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. Contractor 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, and program participants. The doctrine of respondeat superior shall not apply as between the City and Contractor, it officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between the City and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of the Contractor is in the paid service of the City. 6. Assignment. Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 7. Compliance with Law. Contractor, it officers, agents, employees, and subcontractors, shall abide by and comply with all laws, federal, state, and local, including all ordinances, rules and regulations of the City. It is agreed and understood, that if City calls to the attention of Contractor any such violation on the part of the Contractor or any of its officers, agents, employees and subcontractors, then Contractor shall immediately desist from and correct such violation. 3 8. Non-discrimination. Contractor, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Contractor, its agents, employees or subcontractors. 9. Indemnification. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONTRACTOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON- 4 PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. Contractor 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. In the event it is determined that Contractor has misused, misapplied or misappropriated all or any part of the funds provided hereunder, Contractor agrees to indemnify, hold harmless and defend the City of Fort Worth, its officers, agents, servants, and employees, from and against any and all claims or suits resulting from such misuse, misapplication or misappropriation. If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury, including death, to persons or property, Contractor hereby 5 expressly waives its rights to plead defensively such immunity or exemption as against the City. 10. Insurance Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: 1. Commercial General Liability (CGL): $1,000,000 per occurrence, with a $2,000,000.00 annual aggregate limit. 2. Non-Profit Organization Liability or Directors & Officers Liability: $1,000,000 per occurrence, with a $2,000,000 annual aggregate limit. Contractor's insurer(s) must be authorized to do business in the State of Texas for the lines of insurance coverage provided and be currently rated in terms of financial strength and solvency to the satisfaction of the City's Risk Manager. Each insurance policy required herein shall be endorsed with a waiver of subrogation in favor of the City. Each insurance policy required by this Agreement, except for policies of worker's compensation or accident/medical insurance shall list the City as an additional insured. City shall have the right to revise insurance coverage requirements under this Agreement. Contractor further agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide sufficient compensation insurance to protect Contractor and City from and against any and all Worker's Compensation claims arising from the work and services provided under this Agreement. 11. Audit. Contractor 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 any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace 6 in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor 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. This Section 11 shall survive the expiration of the term of this Agreement. 12. Non-Waiver. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such term or right on any future occasion. 13. Amendment and Modification. No amendment, modification or waiver or any provision in this Agreement shall be effective unless made in a writing signed by party against whom enforcement is sought. 14. Notices. All notices, requests, demands and other communications required or performed under this Agreement shall be in writing, shall refer to this Agreement, and unless otherwise provided herein may be delivered personally or sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address or facsimile number for each party set forth below (or to other such address or facsimile number as may be designated by notice given in accordance with this paragraph). Such notice, request, demand or other communication shall be deemed delivered upon actual receipt thereof by such party, or upon confirmation of facsimile transmission, or two business days after mailing if by certified, registered or express mail. 7 Send to: North Texas LEAD, at: 3017 Lou Menk Drive Fort Worth, Texas 76131 Attention: Gyna Bivens Facsimile No.: (817) 352-3664 If to the City of Fort Worth: City of Fort Worth Budget & Management Services Department Attention: Bridgett Garrett, Budget & Mgmt. Services Director 1000 Throckmorton Street Fort Worth, Texas 76102 15. Severability. If one or more of the provisions contained in the Agreement shall be invalid, illegal or unenforceable in any respect under any applicable laws, statutes, regulations, ordinances and the like of any territory or jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired. 16,. Entire Agreement. This written instrument, including Exhibits A, B, and C hereto, constitutes the entire agreement by.the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement which purports to vary from the terms hereof shall be void. 17. Headings. The paragraph and other heading contained in the Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 18. Venue. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same Agreement. 8 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2007. ATTEST: CITY OF FORT WORTH Marty Hendri.)& Karen Montgomery City Secretary Assistant City Manager APPROVED AS TO FORM AND LEGALITY: y�rl�1 Co,ntr.act Aut1horizatioya� G Date Assistant ity orney Date: ATTEST: THE NORTH TEXAS LEAD, a New York not-for-profit organization Printed Name: Title: 7iSv 10 ------------------------- STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Gyna Bivens, known to me to be the person whose name is subscribed to the foregoing rostrum acknowledged to me that the same was the act of the North Texas LEAD and that she executed the same as the act of said North Texas LEAD for the purpose and consideration therein expressed and in the capacity therein stated. q�kGIVEN UNDER MY HAND AND SEAL OF OFFICE this day o A.D. 2007. ANNETTE J. CONNOR Notary ten` Notary Public in an for * * STATE OF TEXAS OMF My Cann.Exp.01/10/2006 the State Of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Karen Montgomery, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9 day of A.D. 2007. 'P MNIR.MAY Not7/ate Public in and for 3►; ,({"= MY COMMISSION EXPIRES the of Texas May 27,2011 11 EXHIBIT A LEAD's Purpose: The mission of the North Texas LEAD is to create a forum that will enable companies to develop and implement strategies for diversifying their corporate leadership, and achieve bottom-line business objectives. Participating companies and entities will identify their unique business opportunities for leadership diversity, the contributions that all employees can bring to the business, and the barriers that stand in the way of realizing this goal. Participants will then devise and implement strategies for overcoming these barriers to leadership diversity and engaging high-potential managers. The North Texas LEAD will conduct a Community-Wide Talent Searches, which will identify and recruit a diverse pool of candidates with the skills and experiences needed to fill senior management positions. This ongoing search will result in a direct benefit to the Fort Worth and Tarrant County communities and to the participating North Texas LEAD Companies. The Community-Wide Talent Searches to be performed by North Texas LEAD will include the following efforts: 1. North Texas LEAD will assist in identifying, attracting and retaining the best talent for senior leadership positions, with special outreach efforts to those candidates who are under-represented in the targeted positions. 2. Attract and retain a highly skilled and talented workforce, which positively impacts many aspects of the community, including the educational system and the eventual employment talent pool. 3. The current workforce is changing and reflects a more diverse talent pool. North Texas LEAD will partner with other organizations in the City to develop an inclusive talent pool for the City's workforce. 4. Through the North Texas LEAD, an environment will be created in Fort Worth that is attractive to people of all groups. These talented people could eventually migrate to Fort Worth as they view our City as fair, progressive and a good place to work. 5. The North Texas LEAD and its participating companies will serve at least 50% of Tarrant County's residents directly and indirectly. The goal of such efforts is to increase opportunities for senior leadership positions in major Fort Worth corporations. Probable Outcomes: Through participation in the North Texas LEAD, the City of Fort Worth is providing an additional economic development tool for the entire City. This country's top professionals and business leaders will recognize a positive climate of diversity and inclusion in Fort Worth. They will also realize the opportunity to reach their full potential in Corporate America, prompting them to eventually migrate to this area. Having a well-trained and qualified workforce relocate or remain in the Fort Worth area has a direct and long-term economic impact on the entire community. Such a development of the workforce could improve the quality of the educational system and the eventual talent pool of available employees. 12 EXHIBIT B Three-Month (Quarterly) Report to the City of Fort Worth. Qtr 2008 (Period Covered) Number of Companies Participating in North Texas LEAD. 16 Number of Candidates in North Texas LEAD. 221 Number of Candidates Interviewed for Positions in Fort Worth Companies. 10 Number of Positions Filled at Participating Companies with BOLD Candidates 5 Comments/Additional Information: For this report, "Number of Candidates interviewed for positions in Fort Worth Companies" has reference to candidates' interviews by participating companies. The number of candidates interviewed in the pre-screen process by a North Texas North Texas LEAD Interview Team is significantly higher. Signed: North Texas LEAD Date: 13 FORT WORTH AWARD REPORT FORM (EXHIBIT C) THE CITY OF FORT WORTH* BUDGET AND MANAGEMENT SERVICES*1000 THROCKMORTON STREET* FORT WORTH,TEXAS 76102 (817)392-8500* FAX(817)392-8502 Name and Address: Title of Project/Program: City of Fort Worth Contract Number: City of Fort Worth Fiscal Year: October 2007-September 2008 Recipient's year end date: Total Award Amount: Reporting Quarter Ending: Total Budget December 31 March 31 June 30 September 30 Total Variance Revenue Award: 0.00 0.00 0.00 0.00 TOTAL REVENUE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Expense Classification: 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL EXPENSES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL UNEXPENDED 0.00 0.00 0.00 0.00 0.00 0.00 0.00 UNITS OF SERVICE* *Units of Service Definition: Note unusual reporting circumstances: Signature-Preparer Date Signature-Award Administrator Date Last Revised 6124/2007 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/30/2007 DATE: Tuesday, October 30, 2007 LOG NAME: 03NTLEADCNTRCT REFERENCE NO.: **C-22479 SUBJECT_: Authorize the Execution of a Contract with the North Texas Leaders and Executives Advocating Diversity for Assistance in Funding Professional Workplace Diversity Programs RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with the North Texas Leaders and Executives Advocating Diversity for assistance in funding professional workplace diversity programs. DISCUSSION: In August 2001, the North Texas BOLD Initiative Office was opened on the Campus of Burlington Northern Santa Fe. This office was charged with establishment of the Corporate/Community Partnership that will provide a place where corporate and community leaders can interact on issues of common concern. The partnership is focusing on recruitment, retention and advancement of ethnic minority and women managers in Fort Worth corporations. An advisory council comprised of representatives of the North Texas BOLD Initiative team and members of working groups that included members of all minority groups and women leaders, was established. BOLD recently changed its name to North Texas Leaders and Executives Advocating Diversity (LEAD). North Texas LEAD assists women and minorities in their efforts to find professional level employment with 21 employers located predominately in Fort Worth. It is proposed that a contract be executed between the City of Fort Worth and the North Texas Leaders and Executives Advocating Diversity organization for the period of October 1, 2007, through September 30, 2008, in the amount of$25,000. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds have been included in the FY2007-2008 General Fund Adopted Budget for this expenditure. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0906200 $25,000.00 Submitted for City Manager's Office bx: Karen Montgomery (6222) Originating Department Head: Bridgette Garrett (8518) Additional Information Contact: Dena Cobb (8349) Logname: 03NTLEADCNTRCT Page 1 of 2