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HomeMy WebLinkAboutContract 43840 CITY SECItVARY CONTRACT NO, Poy AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home rule munici al corporation of the State of Texas (hereinafter referred to as "City"), actingi by and through its duly authorized Assistant City Manager, and ARTS ,COUNCIL OF FORT 'WORTH AND TARRANT COUNTY, INC., a Texas nonprofit corporation (herelinafteir referred to as"Contractor"), acting by and through its duly authorized Prels,iderg . RECITALS WHEREAS, Contractor, administers the Neighborhood Arts Program and the Grants Program for the Arts to provide,the funding and leadership to stimulate and ensure the advancement of the Arts thiroughout the entire community; and WHEREAS, such services serve a public purpose in promoting artistic and cultural activities which, benefit the Fort Worth community; and WHEREAS, City and Contractor desire to enter into a contract to have such services provided which benefit the Fort Worth community through the support of the various organizations, including Artes, de la Rosa and the Community Arts Center. NO THEREFORE, in consideration of the mutual covenants herein expressed,, the parties agree as, follows AGREEMENT' 1 SCOPE OF SERVICES. Contractor covenants and agrees to fully perform, or cause, to be performed, w�ith good faith and due diligence, all, services and objectives described in Exhibit "A,": attached and 'incorporated herein for all purposies, incident to this Agreement('"Services"). 2. COMPENSATION. a. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor in one ins,taililment the sum of Seven I' un�dred Ninety-Nine Thousand, Six Hundred and Ninety Dollars ($7919,690.00), ("Funds") provided, however, that these funds shall' be expended sole foir arts programmil*ng (exhibitions, Installations, performances, concerts, etc.) within the City. For Fiscal Year 2013, Contractor shall distribute these funds as follows- ............. AMP . ............. ....... Grant Program Funding $549,690.0011 ................. ................................ .......... """ "", , i .............. �Man,agiem ient of Community Arts Center $2001�10100.010i ................ ....of anagement Rose Marine Theater (Artes de la Rosa: $50,000-001 ............ ............... TOTAL $7991690-00 ............ ............ ........................ b. Contractor shall receive direct payment in, the amount, of $549,690.00 to be distributed by Contractor via, grants,to other organizatio,nis, that are to, be selected by Contractor in accordance w,ith the terms of this Agreement ands in the; exercise of Contractor's reasonable discretion. 'The organizations selected by Contractor and those listed in the chart above shall be referred to herein as "Recipients." Recipients of grants shall be selected through a competitive grant process. Grants greater than $10,000.00 will' be distributed in quarterly installments payable in February, May, August and November 2013., Grants, of $10,000.00 or less will be payable in one lump sum, in February,, 2013., Neighborhood Arts, Grants, will be payable in one sum in February, 2013. Designated ass through funds, to the Recipients will be distributed in, December, 2012 or as soon, as funds,are made available from the fit OrFIMAL RECORD Clory 5F Agreement for Services—CFW/Arts,Council FY20113 CRETARY Page I of 10 For.WOROMvi IMI ................. 3. REPORTING OF EXPENDITURES., a. Contractor shall deliver to the City's Budget Officer a, quarterly statement of the receipts and expenditures ("Quarterly Award Report") of Funds detailing how the Funds were expended by Contractor itself and by each Recipient to accomplish performance of the Services. The quarterly statement shall be in the same format as Section I of the attached Exhl*bit 1113," wh,ich, is incorporated herein for all purposes, and each such Quarterly Award Report shall be attached hereto, incorporated herein and made a part of this Agreement for all purposes. b. Each Quarterly Award Report must be prepared and signed by a Certified Public Accountant or by a representative of the Contractor who has received the Tratn' tqg for �2 of Fort Worth Fund Rec�pients: Re rting ge trements and Financial Tools Re q Lre pq Auu*.d to �awrr�plete the orts ( -1 "Fiscal Training") no later than December 31, 2012. If the Contractor deviates from this reporting requirement, the Contractor ►ill be considered in non-compliance with this Agreement. c. Each Quarterly Award Report must be submitted to the City's Budget Officer not later than the 15 th day of the first month after the end of' each quarter. Therefore, each respective Quarterly Award Report, must be submitted not later than January 15, 2013, April 115, 2013, July 15) '2013 and October 15, 2013. d. Any non-compliance by Contractor under Section 3 of this Agreement may jeopardize the Contractor 11 s ability to receive future funding, from the City. In addition, failure to comply with Section, 3 or any other teirm of this Agreement, including, but not limited to, requirements, regarding location of arts programming, may result in forfeiture of grant monies not yet disbursed and/or required reimbursement of all monies awarded'. 4. REPORTING OF SERVICES,. Not later than the 1,51 day of the first month after the end of each quarter, Contractor shall submit to the City's Budget Officer a report of Services for itself and each Recipient in the same format as Section 11 of the attached Exhibit "B,," which, is incorporated herein for all purposes, and each such Quarterly Award Report shall be attached, hereto, incorporated herein and made a, part of this Agreement for all purposes. Therefore, each respective Quarterly Services Report must be submitted not later than January 15, 20 13,, April 15, 2013, ,duly 15, 2013 and October, 15, 2013. Contractor and each Recipient shall be subject to a review by the City of its services and activities in performance of this Agreement. 5. TERM'AND TERMINATION. This Agreement shall be for a term beginning October 1, 201,2 and ending September 3,0, 2013. a. Either party may cancel this Agreement upon thirty (30) days notice in writ,inig to the other party of'such intent to terminate, b. The City may terminate this Agreement immediately for any violation by Contractor of Section 3, "Reporting of Expenditures" or Section 4, "Reporting of Services," above. c. In the event no funds or insufficient fuinds are appropriated by the City in any fiscal period for any payments hereunder, City will notify the 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. d. In the event of any termination under this Section 5, Contractor shall reimburse to City all Funds that it has received under this Agreement for purposes of discretionary distribution but that it not otherwise committed or encumbered by contract. Contractor shall include in its funding contract with each Recipient, that in the event of any termination of this Agreement or a Recipient Agreement for Services—CFW/Arts,Council FY2013 Page 2 of 10, W 1w 1p ur ow IF or i i i Zo m do ■Ab ow M go mk IN A so A 1 A A A III�l Ilkwil Ell mo so A IMP r r 0■ ■ go ft No a h ■ AGREES T AND GOES HERESY 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, S BENTS, EMPLOYEES,OYEES, SL BCONT CTORS, INVITEES, LICENSEES, PROGRAM PARTICIPANTS, OR RECEIP'IENTS, WHETHER OR NOT CAUSED,, IN WHOLE OR IN DART, 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 BI'ND'ER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT' NEGLIGENCE. Contractor shall re u,,lre alll of its subcontractors and Recipients to include in their,subcontracts a release and indemnity in, favor of City in,substantially the same form as above. 1 . MISAPPRORIATION OF FUNDS. In the event it is determined that Contractor or any Recipient 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 emplolyees, from and against any and all claims or suits resulting from such misuse, misapplication or misappropriation. 1 . CHARITABLE IMMUNITY. If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption or otherwise . including, statutory rom and against liability for dau�na�e or un�ury� , death) to persons or property, Contractor hereby expressly waives its rights to plead defensively such, immunity or exemption as against the City. 12. ASSIGNMENT'AND SUBCONTRACTING. 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 or subcontract of same without such prior written approval shall be void and constitute a breach of this agreement.. 13. COMPLIANCE WITH LAWS, ORDINANCES, RILES AND REGULATIONS. Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors, then Contractor shall immediately desist from and correct such violation.. 14. NOON-C'ISCRIMIATION COVENANT. Contractor, in the execution, performance or, attempted performance of this contract and Agreement, will not discriminate against any person or, persons because of disability, age, familial status, sex, race, religioln, 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 Employme!nit Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and suhcontracto,rs have fully cornpilied with all provisions of same and, that no employee or employee-applicant has, been discriminated against by either Contractor, its agents, employees or subcontractors.. Agreement for Services C.F` l Arts Council FY201 Page 4 of 10 15. INSURANCE. Contractor shall, p�ro�cure and shall maintain dur�ing the term of this Agreement the following, insurance coverage: Commercial Genieral Liability (CG,L): $1,000,000.001 per occurrence, with a $2,,000,000.00 a:nnival aggregate lim�it, in: a form 'that is acce�ptabile to the City"s Risk Manager. 2. Non-Profi�t Organization LiabiLit or Directors & Officers Ligbilit 10010,10100-00 y ___y per occurrence, w�ith a $1,000,000.00 annual aggregate limit, in a form that is, acceptable to,the City"s Risk Manager, Contractor's ins:urer(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, stre�nigth and solvency to the satisfaction of the City's Risk Manager. Each insurance policy required herein shall be endorsed with a waiver of subrogati'on in favor of the City. Each insurance policy required by this Agreement, except for policies of worker's compensation, or accidient/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 co�mpil�y with the Worker's, Compensation Act of Texas and shall provide sufficient compensation insurance 'to protect Contractor and City from and aga,iinst any and all, Worker's Compensation claims arising from the work and services provided, under th�is Agreement., 16. RIGHT TO AUDIT' RECORDS. Contractor agre�es that the City shall, unti�l the expiration of' three (3) years after final payment under this Agreement,, have access,to,and the r,ight to,examine, 'whether in hard copy,or electronic format, any idilrectly pertinient books,1 document s, papers, and records of the, Contractor invoilving 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 in order to conduct audits in compliance with the prov�isions of this section. The City shall give Contractor reasonable advance notice of'intend'ed audits. Contractor further agrees to include in all of its subcontractor and Recipient agreements hereunder a provision to the effect that the subcontractor and�/or the Recipient agrees that the City shall, un,ti,l the expiration of three (3) years after final payment under the subcontract or this Agreement, have access to and the rig,ht to examii,ne, whether in hard copy or electronic format, any directly pertinent books,, documents,, papers and records of such subcontractor involving transactions to the subcontract or this Agreernent, and further that City shall have access during normal working hou,rs to all suibconitraictor or Recipient facilities and shall be provided adequate and appropriate workspace in order to conduct audlits in compliance, with the provi I sions of this paragraph. City shall give subcontractor or Recipient reasonable advance, notice of inte�nde�d audits. This Section 16 shall survive the expiration of'the term of' this Agreement. 17� GOVERNING LAW AND VENUE,., This Agreement shall be governed by and construed under the laws of the state of Texas. Shoulid any action, whether real or asserted, at law or in equity', arise out of the execution, performance, attempted performance of this Agreement, venue for,said action shall lie in Tarrant County, 'Texas. I& NOTI,CES�., 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: Agreement for Services—CFW/Arts Council FY2013 Page 5 of 10 Horatio Porter Jody Ulich Budget Officer President City of Fort Worth Arts Council of'Fort Worth & Tarrant County, Inc, 1000 Throckmortoin St. 1'300 Gendy Street Fort Worth, Texas 76102 Fort Worth, Texas 76107' (817), 392-2379, (817') 732-2360 19. NO,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 Contractor ji s right to assert or rely upon any such term or right on any future occasion. 201. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement) Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and Its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential' and shall not disclose any such information to a third party without the prior written approval of the City. Contractor, 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 21. SEVERABI'LITY'. 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. 22. FORCE MAJEURE. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances, acts of public enemies; wars, blockades; insurrections; riots; epidemics; public health crises, earthquakes; fires; floods; restraints: or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government, in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States, Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure ,went" , the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event., 23. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only a,n,d, shall not be deemed a part of this Agreement. 24. ENTIRETY OF AGREEMENT. This written instrument 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. Agreement for Services—CFW/Ans Council F'Y2013 Page 6 of 10 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2012. CITY OF FORT WORTH ARTS COUNCIL OF FORT' WORTH AND TARRANT__QOUNTYj INC. karl.es W. Daniels Jody Ulich ��11 Assistant City Manager President Date-, to ate: 00000 4L ATT .mv 0 /7A M a-ry- rKa-yser am(wz City Secretary 00000 00 -Ice Date: APPROV A TO F RM AND LEGALITY: Denis, Mc troy Assistant City Att ney CONTRACT AUTHORIZATION: M&C: C-25916 Date Approved- October 16,, 2012 OFp,C;IAL RECORD RID ,JY CITY SECRETAR Agreement four Services—CFW Arts,Council FY2013 Fir.,WORTH,TX Page 7 of 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 Jody Ufich, 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 Arts Council of Fort Worth and Tarrant County, Inc,. and that she executed the same as the act of said Arts Council of Fort Worth and Tarrant County, Inc. for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of A.D. 20 12. K'A7RENH AREN!M.HOLCOMB M Comm y Commission Exppires September 15,20114] Notary ublic in and for 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 Charles W'. Daniels) 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 t-,-& day of A.D. 2012. Ko-tary Publ,ic in and for"The State of Texas EV:()NiA DANIELS jy ()MtVjSS10N EXP,IR]ES juty 10,2013 ,V PP 'Yoko Agreement for Services-CFW Arts Council F 1 Page 8 of 10 EXHIBIT A Fiscal,Year 20,1,3 PROGRAM SERVICE ACTIVITIES Administration and monitoring of contracts:,, - Annual Goal—Administrative costs of no more than 25% - Annual Audit—Annual audit performed by an independent audit firm o Report submitted to City upon completion - Produce education workshops for Arts Organizations within the City of Fort Worth o Ninety Nines CPA Training Workshops - Manage and Coordinate the arts grants program and contracts:for cultural services, 1. Provide for an open, unbiased, and competitive grants process. 2. Ensure proposed grant activities consist of arts programming (exhibitions, installations, performances, concerts, etc.)within the City. 3. Ensure diversity on grants panels. 4. Require from Recipients, and provide to the City of Fort,Worth,, quarterly monitoring of Recipients' grant goals. 5. Ensure use of sound fiscal practices and encourage best practices throughout Recipient organizations. Act as a fiscal agent for the City of Fort,Worth Provide pass-throlugh funding to Recipients as directed by the City of Fort Worth pursuant to Section 2 of this Agreement. Promote and credit the City of Fort Worth as a critical partner in funding for the arts. 1. Ensure the City of Fort Worth is credited in printed materials 2. Promote and quantify the City of Fort Worth as a, cultural destination to visitors, Audiences Served Goal- Through contracts for,cultural services with area arts organizations, make available a variety of arts programming (events, performances, exhibits, and the like) to residents of and visitors to the City of Fort Worth.- General Operations: Number served, annually-. 150,000, Youth: served annually: 70)000 Admitted free of charge annually: 50% Neighborhood Arts Program (outreach)., Number served, annually 2501000 Youth served annually: 200,000 Number of'presentation days.- 70 Attendance drawn, from Council districts,-. 8 Requirement.- Collect attendance data from all Arts Council-funded organizations Documentation,. . quarterly summary attendance reports for both General Operations and NAP-funded programs. Goal- Provide low-cost exhibit and education opportunities for artists and arts administrators in the City: Educational workshops presented annually 4 Community Arts, Center Gallery, and Theater Rental annually 300 days Community Arts Center,attendance annually 100,000 Requirement: Collect usaige data for all its Ceniter-bas,ed events Documentation, Workshop satisfaction survey statistics ocumentation. Quarterly Arts Center traffic statistics D ,Agreement for Services,—C /Arts,Council FY2013 Page 9 of 10 EXHIBIT'B SECTION I/'SECTION 11 QUARTERLY REPORT Agreement for Services—CFW/,Arts Council FY2013 Page 10 of 10 0 + 1 CD o; C i d- " „ v W E W CL " ° CD C "% cm W '0 ii,, 0 Lo Co j Cf L/j c� a �- CIO �va W 0 LL 7, cD CDD co MEMO 0 LO Cf Cf c� W � W co C7 ra„ t ,T ( a`a E LU 'C D 1.I.1 66 W Cr z �� .. CD W z���� Mi a.60 //% :5 . `� 0 . 0 co ,� w WW ' c � '° ii , C" C) 4) 0 m ..� MW E . �I oi ,(1) 1 LL Z 6 .� 0 :3 1 %-1. _" a c y C „0 U CL . .- ' uj .� Cl SZ: ... W """""' c> """". E L a c.� Q c .+ L //, LL , 0 C iff ity of Fort Ifforth,, Texas Ma orand Councoll Co unic,ation y COUNCIL ACTION,: App�rolved on 10/16/20112, DATE: Tuesday, October 16, 2012 REFERENCE NO., **C-25916 LOG NAME. 02ARTS COUNCIL FY2013 SUBJECI: Authorize Execution of a Contract with the Arts,Council of Fort Worth and,Tarrant County, Inc., in the Amount of$799,690,00 from the General Fund to Promote Artistic and Cultural Activities for Fiscal Year 2�O 131 (ALL COUNCIL DISTRICTS) RE -C MMENDAIIQN. DISC JeUSSIQNO ,_AL INEORMATION; //i ,. r -,,.. ,h f 1. ,/✓ / /� -rr.r / r / r /, /.✓.. /,, ,.,,,,,,rrr .r:./i,r r.,, /./.. r,. ,////.� y/ / ,�, ,,../r. ,../r./../..D ,/ / / ir/ /r /o // // r.,r H r,// / ✓�, / Hi /_ // // !/ / /, //1,1, //r // �f/�// /,/, /// / r� / /r r,J it r, .,,,✓// „..e//,/ /,//�(�(�l/ (l //lr. � � � ��r,.r, r // ,....rL1./, / ✓/// //,r,/,,,, � r ., ,/,/, / /, .n.rrl�,.///. ,/ /.r ,/, �%. rl". r (<.r��... TO Fund/Acc!gunjZCenter5, FRUM Fu ccoun,YCentms GG 1 53912 ,1 J7.99,UQQQ ubmittc far it au cr's ice�r Fernando Costa (61 2) ri irrat a Ike tm nt Had Horatio Porter (2379) Additional Information Contact, Kendra.Noble 500 ATI&CHMENTS No attachments found.