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HomeMy WebLinkAboutContract 39584v'ir Y SECRETARY CONTRACT NO. ,�9,51�4 AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and 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 NORTH TEXAS LEADERS AND EXECUTIVES ADVOCATING DIVERSITY, a New York nonprofit Texas organization (hereinafter referred to as "Contractor"), acting by and through Gyna Bivens, its duly authorized President and Executive Director. RECITALS WHEREAS, Contractor, acting through its local subsidiary, the North Texas Leaders and Executives Advocating Diversity ("LEAD") Initiative, provides business leadership recruitment and diversity enrichment in Fort Worth companies; WHEREAS, the City desires to contract with Contractor to implement an business leadership recruitment and development program; and WHEREAS, Contractor will provide such services to citizens of Fort Worth. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. SCOPE OF SERVICES. Contractor agrees to provide assistance in identifying, attracting, and retaining the best talent for senior leadership position sin Fort Worth through special outreach efforts to those candidates who are under -represented in the targeted positions in the Fort Worth and Tarrant County areas. The specifics of these services are contained in Exhibit "A," attached and incorporated herein for all purposes incident to this Agreement ("Services"). 2. COMPENSATION. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor in one installment the sum of Twenty Thousand ($20,000) ("Funds"). The Funds shall be expended to perform the Services. 3. REPORTING OF EXPENDITURES. a. Contractor shall deliver to City's Director of Human Resources, a quarterly statement of its receipts and expenditures ("Quarterly Expenditure Report") of Funds detailing how the Funds were expended to accomplish performance of the Services. The quarterly statement shall be in the same format as 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. b. Each Quarterly Expenditure Report must be prepared and signed by a representative of the Contractor that has received the Trainina for Citv of Fort Worth Fund Recipients: Reportina Requirements and Financial Tools Required to Complete the Reports ("Fiscal Training") no later than December 31, 2009, or by a Certified Public Accountan -th6'Contractor devialtes OFFIC,,, CITY SECR i:' from this reporting requirement, the Contractor will be considered in non-compliance with this Agreement. c. Each Quarterly Expenditure Report must be submitted to the City's Director of Human Resources on a quarterly basis at the end of each three-month period not later than the 15t" 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, 2010, April 15, 2010, July 15, 2010 and October 15, 2010. d. Any non-compliance by Contractor under Section 3 of this Agreement may jeopardize the Contractor's ability to receive future funding from the City. 4. REPORTING OF SERVICES. Not later than the 15th day of the first month after the end of each three-month quarter during the term hereof, Contractor shall submit a report of Services ("Quarterly Services Report") to the City's Director of Human Resources. Therefore, each respective Quarterly Services Report must be submitted not later than January 15, 2010, April 15, 2010, July 15, 2010 and October 15, 2010. Contractor shall be subject to a review by the City of its services and activities in performance of this Agreement. The Quarterly Services Report shall be in the same format as the attached Exhibit "C," which is incorporated herein for all purposes, and each such Quarterly Services Report shall be attached hereto, incorporated herein, and made a part of this Agreement for all purposes. 5. TERM AND TERMINATION. This Agreement shall be for a term beginning October 1, 2009 and ending September 30, 2010 a. Either party may cancel this Agreement upon thirty (30) days notice in writing 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 funds 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 it has received, but not otherwise committed or encumbered by contract, under this Agreement. 6. TRAINING. The Chief Executive Officer, Executive Officer, or Chief Financial Officer of Contractor shall receive Fiscal Training no later than December 31, 2009. Evidence of receipt of such training shall be submitted to the City's Director of Human Resources. Contractor shall be responsible for training its representatives at its own cost and expense. 7. RIGHT TO MONITOR SERVICES. CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 2 of 10 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. 8. INDEPENDENT CONTRACTOR. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of 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, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Contractor is in the paid service of City. 9. LIABILITY AND INDEMNIFICATION. CITY SHALL IN NO WAY OR UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY PROPERTY BELONGING TO CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS OR PROGRAM PARTICIPANTS, WHICH MAY BE LOST, STOLEN, DESTROYED, OR IN ANY WAY DAMAGED. CONTRACTOR HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS CONCERNING SUCH PROPERTY. 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 NOW 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. CFW /North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 3 of 10 10. MISAPPRORIATION OF FUNDS. 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. 11. CHARITABLE IMMUNITY. 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 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, RULES 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. NON-DISCRIMATION 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, 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. 15. INSURANCE. Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: 1. Commercial General Liabilitv (CGL): $1,000,000 per occurrence, with a $2,000,000.00 annual aggregate limit, in a form that is acceptable to the City's Risk Manager. 2. Non -Profit Orqanization Liabilitv or Directors & Officers Liabilitv: $1,000,000 per occurrence, with a $1,000,000 annual aggregate limit, in a form that is acceptable to the City's Risk Manager. 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. CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 4 of 10 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. 16. RIGHT TO AUDIT RECORDS. 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, whether in hard copy or electronic format, 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 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, whether in hard copy or electronic format, 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 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. Should 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. 18. NOTICES. 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: Karen Marshall Director of Human Resources City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-7783 19. NO WAIVER. Gyna Bivens President and Executive Director North Texas LEAD 3017 Lou Menk Drive Fort Worth, Texas 76131 (817) 352-3664 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's right to assert or rely upon any such term or right on any future occasion. CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 5 of 10 20. 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. 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. 22. FORCE MAJEURE. The City and Contractor 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. 23. 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. 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. (SIGNATURES APPEAR ON FOLLOWING PAGE.] CFW /North Texas LEAD Initiative Services Agreement FY 2009-2010 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, 2009. ATTEST: Marty Hendrix ri City Secretary Date: , -g` CA,' b A APPROVED AS TO FORM AND LEGALITY: y M, 'ram jSj Ma eshia B. Farmer Assistant City Attorney Date: I , - b(i CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 7 of 10 CITY OF FORT :"FORTH 13 � wren L. Montgomery Assistant City /Managera Date: / �--! �/� CONTRACT AUTHORIZATION: M&C: None Required NORTH TEXAS LEADERS AND EXECUTIVES ADVOCATING DIVERSITY: By: AAA-61�ynavens Pr si t and Executive Director Date: . /(?,If / OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 instrument and acknowledged to me that the same was the act of the North Texas Leaders and Executives Advocating Diversity and that she executed the same as the act of said North Texas Leaders and Executives Advocating Diversity for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this VP or Mary Wilson Davis ?{ . M Commission Expires ('", a 05/08/2012 •^+ .gyp.>-�� STATE OF TEXAS § COUNTY OF TARRANT § Igo day of4.�"#t, , A.D. 2009. Notary Pu lic in and for the State of Texas BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Karen L. 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 _day ot-bE m. er , A.D. 2009 �uw Notary Public in and for the State of Texas EVONIA DANIELS l *' * My COMMISSION EXPIRES iti�•p July 10, 2013 P CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 8 of 10 EXHIBIT "A" SERVICES LEAD's Purpose: The mission of the North Texas LEAD Initiative 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. North Texas LEAD Initiative will be responsible for conducting a Community -Wide Talent Search, 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 Initiative Companies. The Community - Wide Talent Search to be performed by North Texas LEAD Initiative will include the following efforts: 1. North Texas LEAD Initiative will assist in identifying, attracting and retaining the best talent for senior leadership positions, with special outreach efforts to those candidates who are underrepresented 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 Initiative 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 Initiative, 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 Initiative 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 Initiative, 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. CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page 9 of 10 FORT WORTH EXHIBIT "B" - QUARTERLY AWARD REPORT THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET " FORT WORTH, TX 76102 Name: Address CFW Contract No.: CFW Fund Year: Total Annual Allocation Percent of Total Budget Reporting Quarter Ending: Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total December 31 March 31 June 30 September 30 Expense Classification: TOTAL EXPENSES: $0.00 $0.00 $0.00 $0.00 - - - Goals Signature - Preparer Date Signature -Award Administrator Date $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 EXHIBIT "C" QUARTERLY SERVICES REPORT — FISCAL YEAR 2009-2010 Quarterly Report — Fiscal Year 2009-2010 Program Service Activities Three Month (Quarterly) Report to the City of Fort Worth (Period Covered) Number of Companies Participating in North Texas LEAD Initiative Number of Candidates in LEAD Initiative Number of Candidates Interviewed for Positions in Fort Worth Companies Number of Positions Filled at Participating Companies with LEAD Candidates CFW / North Texas LEAD Initiative Services Agreement FY 2009-2010 Page I0 of 10