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HomeMy WebLinkAboutContract 36156 CITY SECRETARY CONTRACT NO AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas (hereinafter referred to as "City"), acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and WORLD AFFAIRS COUNCIL OF GREATER FORT WORTH, a Texas non-profit organization (hereinafter referred to as "Contractor"), acting by and through Alyson Farmer, its duly authorized Executive Director. RECITALS WHEREAS, Contractor promotes City in the international arena and continues hosting important international visitors who tour the country under the auspices of the International Visitor program; and WHEREAS, City and Contractor desire to enter into a contract to have such services provided which benefit the Fort Worth community. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated herein for all purposes incident to this Agreement ("Services"). Such Services shall be provided by Contractor for a term beginning October 1, 2007 and ending September 30, 2008. a t 2. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor in one installment the sum of Thirty-three Thousand Dollars ($33,000) ("Funds"). Contractor agrees to expend the Funds to perform the Services. Contractor shall deliver to City a quarterly statement of its receipts and expenditures of Funds detailing how the Funds were expended to accomplish performance of the Services, and such statement shall be signed by a duly authorized officer of the Contractor. The quarterly reports shall be in the same format as the attached Exhibit "B", attached hereto and incorporated herein for all purposes. 3. At the end of each three-month quarter during the term hereof, Contractor shall submit a report of Services rendered during each quarter. Contractor shall be subject to a review by the City of its services and activities in performance of this Agreement. The quarterly report shall be in the same format as the attached Exhibit "C", attached hereto and incorporated herein for all purposes. 4. Either party may cancel this Agreement upon thirty (30) days notice in writing to the other party of such intent to terminate. In the event of such termination, Contractor shall reimburse to City all Funds it has received, but not otherwise committed by contract or encumbered by contract, under this Agreement. 5. 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. 6. 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. 7. City shall in no way or under any circumstance be responsible for any property belonging to Contractor, its officers, agents, employees, or subcontractors or program participants, which may be lost, stolen, destroyed or in any way damaged; and Contractor hereby indemnifies and holds harmless the City, its officers, agents, and employees, from and against any and all claims or suits concerning such property. 8. 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 NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. In the event it is determined that Contractor has misused, misapplied or misappropriated all or any part of the funds provided hereunder, Contractor agrees to indemnify, hold harmless and defend the City of Fort Worth, its officers, agents, servants, and employees, from and against any and all claims or suits resulting from such misuse, misapplication or misappropriation. 9. 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. 10. Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 11. 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. 12. Contractor, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Contractor, its agents, employees or subcontractors. 13. Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: 1. Commercial General Liability (.CGL): $1,000,000 per occurrence, with a $2,000,000.00 annual aggregate limit, in a form that is acceptable to the City's Risk Manager. 2. Non-Profit Organization Liability or Directors & Officers Liability: $1,000,000 per occurrence, with a $2,000,000 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. 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. 14. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section 14 shall survive the expiration of the term of this Agreement. 15. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 16. 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. 17. 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 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; Bridgette Garrett Alyson Farmer Budget/Mgmt Services Director Executive Director City of Fort Worth World Affairs Council of Greater Fort Worth 1000 Throckmorton St. 808 Throckmorton Street Fort Worth, Texas 76102 Fort Worth, Texas 76102 (817) 392-8518 (817) 212-2696 19. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such term or right on any future occasion. [SIGNATURES APPEAR ON FOLLOWING PAGE.] IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2007. ATTEST: CITY OF FORT WORTH Mart Hendrix Karen L. MontgomeL !( City Secretary Assistant City Manager APPROVED AS TO FORM AND LEGALITY: contract Authorizatioa Date Assistant City Attorney Date: ATTEST: WORLD AFFAIRS COUNCIL OF GREATER FORT WORTH By: Alyson F rmer Executive Director o 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 Alyson Farmer, 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 World Affairs Council of Greater Fort Worth and that he executed the same as the act of said World Affairs Council of Greater 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 of A.D. 2007. &tay ANNETTE J. CONNOR Notary Pubnc CL o"-I-V7 STATE OF TEXAS Notary Public in a for * � t y the State of Texas oF }p My Cann.Exp.01/10/2006 STATE OF TEXAS § COUNTY OF TARRAANT § 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 ��f day of , A.D. 2007. JONI R.MAY MY COMMISSION EXPIRES May 27,2011 Notary Public in and for '"P"'� the S ate of Texas EXHIBIT "A" OBJECTIVES Mission: To assist the citizens and organizations of Greater Fort Worth in developing, growing and understanding their relationships with people, businesses and societies of other nations. To promote the City of Fort Worth as a business and tourist opportunity by hosting official international guests from governments, business, education, agriculture, defense and social service organizations. Objectives: 1. Engage the citizens of Fort Worth in international and cross cultural discussions. 2. Promote the City of Fort Worth to official State Department guests. 3. Increase the number of official visitors to 200 in FY2007-08. 4. Continue fund raising efforts in 2007--08 to build the Council's financial resources. EXHIBIT "C" QUARTERLY REPORT — FISCAL YEAR 2007/08 Output Measures: Agency Measures Actual Estimated FY2006-07 Projected FY2005-06 FY2007-08 Paid Memberships International Visitors_ Special Programs City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/30/2007 DATE: Tuesday, October 30, 2007 LOG NAME: 03WRLDAFFAIRS08 REFERENCE NO.: **C-22487 SUBJECT: Authorize the Execution of a Contract with the World Affairs Council of Greater Fort Worth for Assistance in Funding Local Events Related to State Department's Bureau of Education and Cultural Affairs Programs RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with the World Affairs Council of Greater Fort Worth for assistance in funding local events related to State Department's Bureau of Education and Cultural Affairs Programs. DISCUSSION: Funding for this agency would provide salary and benefits to enable the World Affairs Council of Greater Fort Worth to pay related expenses to continue the services provided to official, international visitors as part of the State Department's Bureau of Education and Cultural Affairs program. The World Affairs Council of Greater Fort Worth has been serving Fort Worth since 1961 in its role as an umbrella, non-governmental organization to promote Fort Worth in the international arena. In affiliation with the World Affairs Councils of America and the National Council of International Visitors, the organization is the official U.S. Department of State International Visitor programming agency, hosting important international visitors, who tour the country under the auspices of the International Visitor program. With 66 volunteers and an annual participation of 500 Fort Worth citizens, the organization was able to host visitors at the participants' corporation and businesses. It is proposed that a contract be executed in the amount of$33,000 between the City of Fort Worth and the World Affairs Council of Greater Fort Worth for the period of October 1, 2007, through September 30, 2008. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds have been included in the FY2007-2008 General Fund Adopted Budget for this expenditure. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0906200 $33,000.00 Submitted for City Manager's Office b Karen Montgomery (6222) Originating Department Head: Bridgette Garrett (8518) Additional Information Contact: Dena Cobb (8349) Logname: 03 W RLDAFFA.IRS08 Paize 1 of 1