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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 Montgomery, its duly authorized
Assistant City Mana�er, and ARTES DE LA ROSA, a nonprofit Texas corporation
(hereinafter referred to as "Contractor"), acting by and through Cathy Hernandez, its
duly authorized Executive Director.
RECITALS
WHEREAS, Contractor provides management and administration for the Rose
Marine Theater and directly ensures the promotion, interpretation and preservation of
the art, culture, lives a�d history of the Latin Community; and
WHEREAS, City and Contractor desire to enter into a contract to have such
services provided which benefit the Fort Worth community; and
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.
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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 Sixty Thousand
Dollars ($60,000) ("Funds"). The Funds shall be expended to accomplish the
performance of 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 the
Contractor or 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 return to City any unused portion of Funds distributed hereunder, provided that
Contractor shall be reimbursed for all Services performed up to the date of termination.
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 of
the program 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 contract and agreement and/or the operations,
activities and services of the programs 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
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 employees, 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 Contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of the Contractor involving
transactions relating to this Contract. 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 any payments hereunder, City will notify Contractor 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 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 Cathy Hernandez
Budget/Mgmt Services Director Executive Director
City of Fort Worth Artes de la Rosa
1000 Throckmorton St. 1440 North Main Street
Fort Worth, Texas 76102 Fort Worth, Texas 76106
(817) 392-8518 (817) 624-8333
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.]
ICI 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
r
Mart en rix aren Montgomery 0 1
City Secretary Assistant City Manager <�
APPROVED AS TO F RM AND LEGALITY: _ �
Contract Authorization
r
_ Date
Assistant City Attorney
Date:
ATTEST: ARTES DE LA ROSA
By4emCayy
ndez
",
Executive Director
71
e
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 Cathy Hernandez, 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 Ares de la Rosa and that she executed the same as
the act of said Artes de la Rosa for the purpose and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
INJy , A.D. 2007.
`���►►Ilrrrr��
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=w Notary Public in dfid fo
the State of Texas
aPIRES
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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 Karen 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 of
A.D. 2007.
Not Otate
Public in and for
e k", JONI FL MAY
'* *= MY COMMISSION EXPIRES the of Texas
` '' + May 27,2011
EXHIBIT "A"
OBJECTIVES
PROGRAM SERVICE ACTIVITIES GOALS
• Number of total events held at the Rose
Marine Theater p r year (which includes
events of all of th following categories - 230
Presented by R.O.S.E. Program,
Teatro de la Ros Education Outreach,
Teatro de la Ros )
FORT WORTH
AWARD REPORT FORM (EXHIBIT B)
THE CITY OF FORT WORTH*BUDGET AND MANAGEMENT SERVICES* 1000 THROCKMORTON STREET*FORT WORTH,TEXAS 76102
(817)392-8500*FAX(817)392-8502
Name and Address:
Title of Project/Program:
City of Fort Worth Contract Number:
City of Fort Worth Fiscal Year: October 2007-September 2008 Reci ienYs year end date:
Total Award Amount:
Reporting Quarter Ending: Total Budget December 31 March 31 June 30 September 30 Total Variance
Revenue Award:
0.00 0.00
0.00 0.00
TOTAL REVENUE 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Expense Classification:
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
TOTAL EXPENSES 0.00 0.00 0.00 0.00 0.00 0.00 0.00
TOTAL UNEXPENDED 0.00 0.00 0.00 0.00 0.00 0.00 0.00
UNITS OF SERVICE*
*Units of Service Definition:
Note unusual reporting circumstances:
Signature-Preparer Date Signature-Award Administrator Date
Lest Revised 8/24I2007
EXHIBIT "C"
QUARTERLY REPORT— FISCAL YEAR 2007/08
Program Service Activities
Number of total events held at the Rose Marine Theater per year (which includes
events of all of the following categories - Presented by LAA, R.O.S.E. Program,
Teatro de la Rosa Education Outreach, Teatro de la Rosa)
ANNUAL GOAL: 230
Quarterly Total:
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/30/2007
DATE: Tuesday, October 30, 2007
LOG NAME: 03LATINARTS08 REFERENCE NO.: **C-22478
SUBJECT:
Authorize the Execution of a Contract with Ares de la Rosa for Assistance in Marketing the Rose
Marine Theater
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with Arles de la Rosa for
assistance in marketing the Rose Marine Theater.
DISCUSSION:
Funding for this agency would provide a marketing budget to advertise various cultural performances and
art exhibits for the Rose Marine theatre, and sustain its operation.
Arles de la Rosa, formerly The Latin Arts Association, is dedicated to preserving, promoting and interpreting
the art, culture, fives and history of the Latin Community by establishing a venue for Latin art and cultural
performances; offering educational art/cultural programs to the community, including at-risk youth in low-
income neighborhoods; providing opportunities and support for established and emerging artists and
performers; and serving as a central support organization and resource center for Latin art and culture in
the City of Fort Worth.
It is proposed that a contract be executed in the amount of $60,000 between the City of Fort Worth and
Arles de la Rosa 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 $60,000.00
Submitted for City Manager's Office by Karen Montgomery (6222)
Originating Department Head: Bridgette Garrett (8518)
Additional Information Contact: Dena Cobb (8349)
Logname: 03LA�INARTS08 Page 1 of 1