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HomeMy WebLinkAboutContract 45130 CITY SECRETARY , AGREEMENT FOR SERVICES CONTRACT NO,iq5i3_Q_ THIS AGREEMENT FOR SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WNORTH, e home rule municipal corporation of the State of Texas (hereinafter referred to as "City"), acting by and through its duly authorized Assistant City Manager, and INTERNATIONAL SISTER CITIES ASSOCIATION OF FORT WORTH INC., o non-profit Texas corporation (hereinafter referred to as "Contractor"), acting by and through its duly authorized Executive Director, RECITALS WHEREAS, since 1985. the Fort Worth Sister Cities program has been fostering relationships between the City of Fort Worth and communities around the globe; and VVHEREAS, these relationships provide m public benefit by promoting tourism and undnratmndinQ, contributing to the overall cultural vitality of the oonOmunity, and providing educational and business opportunities for the City of Fort Worth and its citizens; and VVHEREAS. City wishes to engage Contractor to continua to provide services in connection with the Sister Cities program, NOW, THEREFORE, in consideration of the mutual covenants herein expresoed, the parties agree as follows: AGREEMENT 1. SCOPE OF SERVICES. Contractor covenants and ognseo to fully pedurm, or cause to be perfomned, with good faith and due diligence, the following services and objectives (collectively the "Services"): coordination ofcultural, | educational, business and --sports exchanges between the City and its Sister Cities counterparts; coordination of meeting haCi|iUeo, hotel accommodotionm, and travel plans in conjunction with Sister Cities activities- attendance at meetings as requested by City officials; and other services relating to Sister Cities aotivitimaan the City may request from time bmtime. 2. COMPENSATION. In consideration of the Services to be performed hereunder by Contractor, the City promises and ognoeo to pay Contractor in one installment the aunn total of Fifty Thousand ($50.00000) ("Funds) per Contract Year. For purposes of this Agreement, o Contract Year refers to a period beginning on October 1 and ending on September 30 of the following calendar year. The Funds Sh8|| be expended to perform the Services aa set forth in Section 1 above. 3. REPORTING CJFEXPENDITURES. m. Contractor shall deliver to the City's Budget Office an Annual Statement of the receipts and expenditures of Funds detailing how the Funds were expended by Contractor to accomplish performance nf the Services. b. Each Annual Statement must be prepared and signed by a Certified Public Accountant or by a representative of the Contractor who has received the Training for City of Fort Worth Fund Recipients: Repotting Requirements and Financial Tools Required to Complete the Reports ("Fiscal Training") no later than December 31, 2013. If the Contractor deviates from this reporting requirement, the Contractor will be considered in non-compliance with this Agreement. o. Each Annual Statement must be submitted to the City's Budget Office not later than the 15m day of the first month after the end of each year. Thmrefone, each respective Annual Statement 'V 13 2013 ��'~� ^ 2 ~~'~ RE C E|V ED NOU 18 2013 must b8 submitted not later than October 15 1h of each year. 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. In addition, failure to comply with Section 3 or any other berm of this Agreement 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 15t" day of the first month after the end of the Fiscal Year. Contractor shall submit to the City's Budget Office m report of Services provided during the preceding Fiscal Yeor, and each such Annual Award Report shall be attached heneto, incorporated hanain, and made o part ofthis Agreement for all purposes. Ther8fore, each respective the Annual Services Report must ba submitted not later than October 15 m of each year. Contractor shall be subject (oa 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, 2013 and ending September 30, 2018. 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. Antothe City's performance of the obligations in this Agreement, Contractor acknowledges and ognseo that the City is m governmental enUty, and because ofstatutory, constitutional and City Charter provisions, it cannot commit to the funding of the City's obligations described herein beyond each fi000| year. Thenafon*, the funding obligations of the City described herein are subject to and conditioned upon the City Council of the City appropriating for each fiscal year sufficient funds to omdnfv such obligations. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments heneunder. City will notify the Contractor ufsuch 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 whatmoever, except as to the portions of the payments herein agreed upon for which funds oho|| have been appropriated. d. In the event ofany termination under this Section 5. Contractor shall reimburse to City all Funds that Contractor has received under this Agreement for purposes of discretionary distribution but that |tnot otherwise committed or encumbered bycontract. 6. TRAINING. The Chief Executive [}ffioar. Executive Officer, or Chief Financial {}ffice, of Contractor ohoU receive Fiscal Training no later than December 31, 2013 Evidence of receipt of such training shall be submitted to the City's Budget Office. Contractor shall be responsible for training its representatives at its own cost and expense. 7. RIGHT TOMONITOR SERVICES. 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 on independent contractor and not as an oMimar, ogent, aervont, or employee of City. Contractor shall have exclusive control of and the exclusive right to control xgamvmvnt for Services'Crw/Sister Cities rYa0|* Page z^/p 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. 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 THAT 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 non-performance of this agreement and/or the operations, activities, and services described herein, whether or not caused in whole or in part, by alleged ne_qliqence 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 allege ne-gligence 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 iniurV, 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. This Section shall survive the expiration or termination of this Agreement. 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. Agreement for Services-CFW/Sister Cities FY2014 Page 3 of 9 12. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract all or any part of its rights, phvi|egeo, 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. Contraobzr, its ofDmsrs, oganhs, emp|oyees, and subcontractors ohoU abide by and comply with all federal, ebaba. and local \ows, including all ondinanceo, ru|es, 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 officens, agents, emp|oyeee, or subcontractors, then Contractor shall immediately desist from and correct such violation. 14. N0N'O|SCR|KMAT|K3N COVENANT. Cuntnaobor, in the execution. perfomnanoe. Or attempted performance of this contract and Agneement, will not discriminate against any person or persons because of disability, agg, familial statVg, sex, race, religion, color or national nrig\n, nor will Contractor permit its off\cens, ogents, ennp|oyeas, or subcontractors to engage in Such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17. Article |||. 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, emp|oyeeu, and subcontractors have fully complied with all provisions of same and that no emp|oyee, or employee-applicant has been discriminated against by either Conhoctor, its agents. employees, orsubcontractors. 15. INSURANCE. Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: 1 : $1.000.000.00 per occurrenom, with a $2.000.000.00 annual aggregate |imit, in aform that is acceptable to the City's Risk Manager. 2, : $1.000.000.00 per occurrence, with 8 $1.000.000.00 annual aggregate |imit, 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. Each insurance policy required heroin shall be endorsed with o waiver ofsubrogation in favor of the City, Each insurance policy required by this Agreement (except for policies of workers' compensation or accident/medical inauranom, if required) 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 Texas Workers' Compensation Act and shall provide sufficient compensation insurance to protect Contractor and City from and against any and all Workers' Compensation claims arising from the work and services provided under this Agreement. 16. RIGHT TO AUDIT RECORDS. Contractor agrees that the City mha||, 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 0r electronic format, any directly pertinent boohs, dooumants, paperg, 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. Agreement for Services cFw/Sister Cities Fv2014 Page 1v/x Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City uhmU. until the expiration of three (3) years after final payment under the subcontract or this Agreement, have access to and the right to examine, whether in hard copy or electronic format, any directly pertinent bcmko, donumen(s, poperu, and records of such subcontractor involving transactions relating to the subcontract orthis /\greernent, 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 shall survive the expiration or termination of this Agreement. 17, GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the |mvvs of the State of Texas. Should any auhon, whether real or asserted, at law or in equity, arise out of the execudon, performanoe, or 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 orvia U.S. Postal Service certified nnei|, postage pnapaid, to the address of the other party shown below: Mae Ferguson Budget Office President/CEO City of Fort Worth |ntennat'| Sinter Cities Assoc. of Fort Worth, Inc. 1OOOThrockmodonSt. Fort Worth, Texas 76102 Fort Worth, Texas (817) 392-8500 (817) S32-71O4 19. NO WAIVER. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement ortn exercise any right conferred herein shall not be construed as a waiver or relinquishment to any extent ofCity's or Contractor's right to assert or rely upon any such term or right on any future occasion. 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 een/iueo under this Agreement. In the event that any conflicts of interest arise during the time in which this Agreement is in effact. Contractor hereby agrees immediately to make full disclosure to the City in writing. Contraotor, for itself, its nfficern, ag*nts, and ennp|oyoou, further agrees that it shall treat all information provided to itby the City ("City Information") as confidential and shall not disclose any such information to m third party without the prior written approval of the City. Contractor shall store and maintain City Information in o secure manner and nho|| not allow unauthorized users to aooeoo, 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. SEVERAB|L|TY' If any provision of this Agreement is held to be inxe|id, illegal or unenfOroeab|e, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected orimpaired. Agreement for omi,00 crw/Sister Cities p,%0\* Page 5v[9 22. PORCEMAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as sot forth in this Agreement, If either party is unab|o, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, |oCkouha, or other industrial disturbances; acts of public enemies; wars; blockades; innurnocJionn� rioto� epidemics; public health crieeu� emdhquakeE� fires; floods; restraints or prohibitions by any court, boand, dep8rtnlent, cOmmiooioO, or agency of the United States orofany state; declaration of obab* of disaster or of emergency by the federal, mtate, nounty, or City government in accordance with applicable law; issuance of Level {}range or Level Rod Alert by the United States Department ofHomeland Security; any arrests and restraints; civil disturbances� or explosions; or some other reason beyond the party's reasonable control (each a "Force K8a]eure Evenf'), the obligations no affected by such Force K8 jeuro 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 and shall not be deemed o part of this Agreement. 24. REVIEW gF COUNSEL. The parties acknowledge that each party and its counsel have had the opportunity to review and revise 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 orany exhibit hereto. 25. ENTIRETY OFAGREEMENT. This written instrument (together with all exhibits and schedules attached hereto and incorporated herein) constitutes the entire understanding of the parties hereto concerning the subject matter and transaction addressed herein Any prior orcontemporaneous, oral or written agreement that purports to vary from the terms hereof shall bevoid. [SIGNATURES APPEAR ON FOLLOWING PAGE.] Agreement for Services'crvv/Sister Cities pYzo/* Page ovry IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2013. CITY OF FORT WORTH: INTERNATIONAL SISTER CITIES ASSOC. OF FORT WORTH, INC.: y: .w ... By: _ Su an Al is Mae Ferguson Ass ity Manager t v ;_, jdentJCEO Date: _ tom_ � � Date: ATTEST ATTEST: '-MVy s6 d{ alt "u a r Kayse a„� Name: City Secretary Title: Date: � � Date: � ro wy APPROVED AS TO FORM AND LE Denis cElro Assistant City Attorney Date: C -.?-'� �' - CONTRACT AUTHORIZATION: M&C: Date Approved: October 22, 2013 Agreement for Services-CFW/Sister Cities FY2014 Page 7 of 9 STATE OFTEXAS § COUNTY OFTAFKRANT § BEFORE [NE' the undersigned authority, e Notary Public in and for the State of Texas, On this day personally appeared Mae Ferguson, known homohnbethe person whose name in subscribed hothe foregoing instrument and acknowledged to me that the same was the act of the International Sister Cities Association of Fort Worth, Inc. and that he/she executed the same as the act of said International Sister Cities Association of Fort Worth, Inc. for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER 80Y HAND AND SEAL OF OFFICE this day of A.D. 2013. LINDA M.HIRRLINGER FObruafY2,2014 Notary Public in and for the I;t;;tp r'PT xas STATE OFTEXAS § COUNTY {JFTAFKRANT § BEFORE KAE, the undersigned authority. a Notary Public in and for the State of Texan, on this day personally appeared SusanA|amis. known to rngtobe 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 88Y HAND AND SEAL OF OFFICE this -day of . A.D. 2O13. Notary Public in and for the State('�f Texas LINDA M.HIPRUNGER My COMMISSION EXPIRES February 2,20014 Agreement for Services-Crw/Sister Cities rYzn)4 Page xvf9 EXHIBIT A s INTERNATIONAL International Sister Cities Association of Fort Worth Fiscal Year 2013/14 Agency Measures Agency Measures FY 2014 Goal FY 2014 Actual City Relationships 8 New relationships 2 Exchanges 20 Local Programs 50 Estimated Economic Impact $2.5 million Page 9 of 9