HomeMy WebLinkAboutContract 48073 CITY SECktARY
AWED CONTRACT No, 4 D73
AUG 102016
CONTRACT FOR SERVICES BETWEEN
THE CITY OF FORT WORTH AND JAN H. ALLEN
This CONTRACT ("Contract") is entered into by and between the CITY OF FORT WORTH
("City"), a home rule municipal corporation of the State Texas, acting by and through its duly authorized
Assistant City Manager,and JAN H.ALLEN("Consultant"),an individual.
RECITALS
WHEREAS, in March 2012,the City applied for and received a grant from the Wallace Foundation,which
is a philanthropic organization whose mission is to improve learning and enrichment opportunities for children,
particularly those living in distressed urban areas;
WHEREAS, the City and The Wallace Foundation entered into a contract (City Secretary Contract
Number 43490) ("Grant") for the City to use the Grant funds to create a systemic approach for ensuring high
quality,accessible year-round out-of-school time programs for Fort Worth youth, said program otherwise known as
Strengthening,Programs through Advocacy, Resources and Collaboration("SPARC");
WHEREAS, City desires to hire a consultant to perform certain tasks for SPARC as outlined in this
Contract;
WHEREAS, Consultant has served in a variety of senior level positions with nonprofit corporations and
has experience and expertise in leading,managing, developing, and operating programs similar to SPARC;
WHEREAS, City wishes to engage Consultant to perform the tasks set forth in this Contract; and
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein expressed,
the parties agree as follows:
1.
Scope of Services
1.1. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for the SPARC initiative as outlined and described in the Statement of Work, which is
attached hereto as Exhibit A and incorporated herein for all purposes, and further referred to herein as the
"Services". Consultant shall perform the Services in accordance with the highest professional industry standards
and all applicable federal, state, and local laws, rules, and regulations. The City will provide a copy of the Grant
to the Consultant, if requested.
1.2. All Services performed by the Consultant shall meet the standards and specifications set forth
in the Grant.
1.3. The Consultant will not be provided any tools, materials, or equipment, including, but not limited
to,City workspace or a computer,to perform the Services.
2.
n
O Compensation and Payment Schedule
2.1. Total compensation under this Contract shall not exceed Eight Thousand Dollars and No Cents
Om a $8,000.00) for all Services performed under this Contract. The City shall pay the Consultant in the
ollowing manner:
_ mil Cm's
2.1.1 City shall pay Consultant Four Thousand Dollars and No Cents ($4,000.00) within
X X 700 thirty(30)calendar days after the City executes this Contract.
v
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2.1.2 City shall pay Consultant Four Thousand Dollars and No Cents ($4,000.00) within
thirty (30) calendar days after Consultant completes the Services and provides the deliverables set
forth in Exhibit A of this Contract.
2.2 To receive payment, the Consultant shall issue the City monthly invoices that contain the City's
contract number,total amount due, written progress updates concerning the tasks or deliverables completed,and the
date provided for the billing period. If the City requires additional reasonable documentation, it shall request the
same promptly after receiving the above-described information, and the Consultant shall provide such additional
reasonable documentation to the extent the same is available.
2.3 Invoices shall be submitted to Sheri Endsley, Parks and Community Services Department, 4200
South Freeway, Suite 2200,Fort Worth,Texas 76115.
2.4 The City shall pay all amounts due within thirty (30)calendar days after receipt of an invoice from
the Consultant unless there is a dispute as to the information provided in the invoice or Services performed. In the
event of a disputed or contested billing, the City shall notify the Consultant not later than the 21" calendar day
after the City receives the invoice. Only that portion so contested may be withheld from payment, and the
undisputed portion will be paid. If any dispute is resolved in favor of the City, then the Consultant shall submit a
corrected invoice to the City,which shall be paid within(30)calendar days after the City receives said invoice.
2.5 Consultant shall not perform any additional services for the City not specified by this
Contract unless the City requests and approves in writing the additional services and costs for such
services. The City shall not be liable for any additional expenses of Consultant not specified by this Contract
unless the City first duly approves such expenses in writing.
3.
Term and Termination
3.1 Unless terminated earlier pursuant to the terms herein,this Contract shall be effective beginning on
July 1,2016("Effective Date")and shall expire on August 31, 2016.
3.2 Termination for Convenience
3.2.1 The City may terminate this Contract for its convenience upon thirty (30) days' written
notice to the Consultant. Upon receipt of such notice, Consultant shall immediately discontinue all
Services and work. If the City terminates this Contract under this Section, the City shall pay
Consultant for Services actually performed in accordance herewith prior to such termination, less
such payments as have been previously made, in accordance with a final statement submitted by
Consultant documenting the performance of such work.
3.2.2 Consultant may, for any reason, terminate this Contract upon thirty (30) days' written
notice to the City. Consultant shall provide the City with originals and copies of all completed or
partially completed documents prepared under this Contract on or before the effective date of
termination. If the Consultant terminates this Contract under this section, the City shall pay
Consultant for Services actually performed in accordance herewith prior to such termination, less
such payments as have been previously made, in accordance with a final statement submitted by
Consultant documenting the performance of such Services
3.3 Termination for Cause. The City may terminate this Contract for cause in the event Consultant fails
to perform in accordance with the terms and conditions contained herein. In such event, City shall give
Consultant written notice of Consultant's failure to perform, giving Consultant fourteen (14) calendar days to
come into compliance with the Contract requirements. If the Consultant fails to come into compliance with this
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Contract, City shall notify Consultant, in writing, and this Contract may be terminated as of the date of such
notification. In such event, Consultant shall not be entitled to any additional compensation.
3.4 Termination upon Employment with Fort Worth SPARC. The parties acknowledge that Fort Worth
SPARC, a Texas nonprofit corporation, may eventually serve as the primary coordinating entity for the SPARC
initiative. Should Fort Worth SPARC decide to hire the Consultant, then the Consultant shall provide the City
with at least thirty (30) days' prior written notice of her start date for employment with Fort Worth SPARC.
Notwithstanding anything to the contrary, this Contract shall terminate on the date upon which the Consultant
becomes an employee of Fort Worth SPARC with payment to Consultant for Services actually rendered in
accordance herewith prior to such termination, less such payments as have been previously made, in accordance
with a final statement submitted by Consultant documenting the performance of such Services.
3.5 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payment due hereunder, City will notify Consultant of such occurrence and this
Contract shall terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds shall have been appropriated.
3.6 Upon termination of the Contract for any reason, Consultant shall provide the City with all originals
and copies of all completed or partially completed documents prepared under this Contract within thirty (30)days
after the effective date of termination.
3.7 The City's obligations under this Contract are contingent upon the actual receipt of grant funds from
the Wallace Foundation. If sufficient funds are not available to make payments under this Contract or if the
City's allocation of the Wallace Foundation funds changes, the City reserves the right to amend or terminate this
Contract without penalty to the City.
4.
Ownership and Intellectual Property Rights
4.1 City shall own all right, title, and interest in the work produced by Consultant under this Contract
(collectively "Work Product") at all times throughout the world. Further, City shall be the sole and exclusive
owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable
aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act
of 1976, as amended, and City will be considered the author of the Work Product, with all rights appurtenant
thereto. If, and to the extent such Work Product, or any part thereof, is not considered a "work-made-to-hire"
within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns, sells and
transfers, and to the extent any such assignment, sale or transfer cannot be made at the present time to City, agrees
to assign, sale and transfer, all exclusive right, title and interest in and to the Work Product, all copies thereof, and
in and to the copyright, patent, trademark, trade secret and all other proprietary rights therein, that the City may
have or obtain, without further consideration, free from claim, lien for balance due, or rights of retention thereto
on the part of the City. Consultant shall have no copyright to or other intellectual property interest in the Work
Product.
4.2 The City shall have access to and be entitled to review and copy any portion of the Work Product at
any time.
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5.
Liability and Indemnification
5.1 LIABILITY.CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO,DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,HER OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES.
5.2 INDEMNIFICATION. CONSULTANT COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, AT HER OWN EXPENSE, CITY FROM
AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF
ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS' FEES AND COST OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES,
LIABILITIES, AND SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY LOSS AND PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO,
DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF
DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACT(S), ERROR(S), OR OMISSION(S)
OF CONSULTANT OR CONSULTANT'S CONTRACTORS AND THEIR RESPECTIVE OFFICERS,
AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS CONTRACT, EXCEPT THAT THE INDEMNITY PROVIDED FOR
IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE
MALFEASANCE OR WILFULL MISCONDUCT OF THE CITY.
5.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY
IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONSULTANT, ON NOTICE FROM
CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONSULTANT'S EXPENSE, BY OR
THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.
5.4 THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF
THIS CONTRACT.
6.
Independent Contractor
6.1 Consultant shall perform all work and services hereunder as an independent contractor and not an
officer, agent or employee of the City. Consultant shall have exclusive control of and exclusive right to control
the details of the work performed hereunder and all persons performing same and shall be solely responsible for
the acts and omissions of her officers, agent, employees and subcontractors. Consultant shall not direct or
supervise the work of anyone that is not directly under the Consultant's control. Nothing herein shall be
construed as the creation of a partnership or joint enterprise between the City and Consultant, her officers, agents,
servants, employees or subcontractors; and the doctrine of respondent superior shall have no application between
the City and Consultant. It is further understood that the City shall in no way be considered a co-employer or
joint employer of Consultant, or any officers, agents, servants, and employees or subcontractors of Consultant.
Neither Consultant, nor any of her officers, agents, employees, servants, contractors and subcontractors shall be
entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of herself,her officers,agents, servants,employees or subcontractors.
6.2 Consultant is free to set her own work hours and perform work for other persons or entities outside of
this Contract; however, the Consultant agrees that, at all times, she must avoid any activity that conflicts with the
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interests and mission of the SPARC initiative.
7.
Disclosure of Conflicts and Confidentiality
7.1 Consultant warrants to the City that she has made full disclosure in writing of any existing or
potential conflicts of interest related to services to be performed hereunder. Consultant further warrants that she
will make prompt disclosure in writing of any conflict of interest that develops subsequent to the signing of this
Contract.
7.2 Consultant further agrees that she shall treat all information provided to her by the City as
confidential and shall not disclose any such information to a third party without the prior written approval of the
City, unless such information is known by Consultant prior to receipt from the City, becomes in the public
domain through no fault of Consultant, is legally received from a third party, or is independently acquired by
Consultant. The exception to this rule is that information designed to be shared as part of this collaborative effort
among the City, the Fort Worth Independent School District and other participants involved in the SPARC
initiative may be distributed as needed. Consultant shall store and maintain the City information in a secure
manner and shall not allow unauthorized user to access, modify, delete or otherwise corrupt the City information
in any way. Consultant shall notify the City immediately if the security or integrity of any City information has
been compromised or is believed to have been compromised.
8.
Right to Audit
8.1 Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Contract, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract at no additional
cost to the City. Consultant agrees that the City shall have access during normal working business hours to all
necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice
of intended audits. This section shall survive the expiration or earlier termination of this Contract.
9.
Notices
9.1 Notices required pursuant to the provisions of this Contract shall be conclusively
determined to have been delivered when (1) hand delivered to the other party, its agents, employees,
servants or representatives, or (2) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To CITY: To CONSULTANT:
City of Fort Worth Jan H. Allen
Park and Recreation Department 11102 W. University Boulevard, #11102
Attn: Director Dallas, Texas 75209
South Freeway, Suite 2200
Fort Worth, Texas 761 15-1499
Facsimile(817) 392-5736
With copies to:
City Attorney
City of Fort Worth
1000 Throckmorton Street, 3`d Floor
Fort Worth,Texas 76102
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10.
Insurance
10.1 Consultant shall not be required to carry insurance unless the City's Risk manager or that person's
designee determines that insurance is necessary to fulfill the terms of this Contract. In the event that insurance is
required by the City, the City shall provide the Consultant with written notice of its decision and the types and
amounts of insurance necessary for coverage under this Contract. Any such insurance must include the City as an
additional insured. Consultant shall furnish the City with certificates of insurance along with copies of policy
declaration pages and all policy endorsements as evidence thereof and must abide by any other requirements of
the City concerning the procurement of insurance.
11.
Non-Discrimination
11.1 Consultant, for herself, her personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder, she shall not discriminate in the treatment or employment of any individual or group of individuals on
any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by
Consultant, her personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to
assume such liability and TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY
HARMLESS FROM SUCH CLAIM.
12.
Force Maieure
12.1 The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Contract, 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 governmental law, ordinance or regulations, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, war, riots, material or labor restrictions by any governmental authority,
transportation problems and/or other similar causes.
13.
Compliance with Laws,Ordinances,and Grant Agreerrent
13.1 Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations.
Consultant also agrees to abide by all applicable terms of the City's Grant agreement with 'The Wallace
Foundation and any requirements set forth by the City's Crime Control and Prevention District, when applicable.
If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall
immediately desist from and correct the violation.
14.
Licensed and Permits
14.1 Consultant shall, at her sole expense, obtain and keep in effect all licenses and permits necessary
for her to carry out her duties and obligations hereunder.
15.
Prohibition of Assignment
15.1 Consultant shall not assign or subcontract any of her duties, obligations or rights under this
Contract without the prior written consent of the City.
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16.
Severability
16.1 If any provision of this Contract 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.
17.
Choice of Law and Venue
17.1 This Contract shall be construed in accordance with the internal laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Contract, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18.
Governmental Powers and Immunities
18.1 It is understood and agreed that, by execution of this Contract, the City does not waive or surrender
any of its governmental powers or immunities.
19.
No Waiver
19.1 The failure of the City or Consultant to insist upon the performance of any term or provision of this
Contract or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
20.
Headings Not Controlling
20.1 Headings and titles used in the Contract are for reference purposes only and shall not be deemed a
part hereof.
21.
Interpretation and Review of Counsel
21.1 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 Contract or any exhibits hereto.
21.2 Consultant represents that she has consulted, or had the opportunity to consult, an attorney to seek
legal counsel regarding the contents and effects of this Contract. Consultant further represents that she has been
informed of the contents and effects of this instrument and the instruments is executed as her act and deed and of
her own free will.
22.
Amendments, Modifications,and Extensions
22.1 No extension, modification or amendment of this Contract shall be binding upon a party hereto
unless such extension, modification or amendment is set forth in a written instrument, which is executed by an
authorized representative and delivered on behalf of such party.
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23.
Multiple Counterparts
23.1 This Contract may be executed in several counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. A signature received via facsimile or
electronically via email shall be as legally binding for all purposes as an original signature.
24.
Entirety of the Agreement
24.1 This Contract contains the entire understanding and agreement between the City and Consultant,
their assigns and successors in interest, as to matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provision of this Contract.
IN WITNESS WHEREOF,the parties hereto have executed this Contract to be effective as of the Effective Date.
CITY OF FORT WORTH JAN H.ALLEN
By: �—
Sus Alanis
stant City Manager
Date: Date:
APPROVED AS TO FORM AND LEGALITY:
T . Wallach
ssistant City Attorn OR
ATTEST:
)/� I"1 1) 1.- �'I
a ser �
City tary
AUTHORIZATION:
No M&C
N RECORD RETARY TH, TX
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EXHIBIT A
STATEMENT OF WORK
Stakeholder/Community Leadership:
• Consultant will attend and participate in provider meetings, as needed by the City.
• Consultant will schedule, attend and participate in specific stakeholder and community meetings with the
SPARC Initiative's Director, Tobi Jackson, in support of the SPARC Initiative and Fort Worth area
students, as directed by the City.
• Collaborate with the SPARC Initiative's Director,Tobi Jackson, to begin an assessment of the
organizational governance following separation from City of Fort Worth, including, but not limited to,
assisting in developing governance best practice guidelines.
Fund Development Plan:
• In collaboration with the SPARC Initiative's Director, Tobi Jackson and Fort Worth SPARC, Consultant
will facilitate the formulation of goals and objectives for a revised Fund Development Plan.
• Consultant shall assist with completing a grant application for a program called"Intersections". Consultant
shall be required to assist with other grant work, as required by the City.
• In support of fund development efforts, Consultant will assist in developing a gifts management process
with donor cultivation guidelines.
• Consultant shall assist in developing a plan and goals for a fundraising project called North Texas Giving
Day
Daily Operational Procedures:
• Consultant will work with the SPARC Initiative's Director, Tobi Jackson, to develop operational
procedures that replace specific City-related services.
• Consultant shall assist in the writing standard operating procedures to ensure the website maintenance,
email responses, electronic news items and social media.
Deliverables: The Consultant shall submit the following deliverables to the City under this Agreement and all
documentation related to the same, including, but not limited to, all supporting documents, drafts, handouts,
meeting notes, presentation materials and the like.
• Operating Plan that will include the daily operational procedures
• Copy of a grant application for"Intersections"
• Plan and goals for North Texas Giving Day
• Support documents for City Council meeting(separation and funding request)
Review and Approval
• Consultant shall provide the Director of the Park and Recreation Department or that person's designee
("Director") with all deliverables on or before the expiration of this Contract, including, but not limited to,
all working and final versions.
• All deliverables are subject to review and approval by the Director.
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