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HomeMy WebLinkAboutContract 35868 (2) CITY SECRETARY CONTRACT NO. ' CONTRACT BETWEEN THE CITY OF FORT WORTH AND YMCA METROPOLITAN FORT WORTH STATE OF TEXAS § COUNTY OF TARRANT § This Agreement is made and entered into between the CITY OF FORT WORTH, a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, Texas, (hereinafter referred to as "City") and the YMCA METROPOLITAN FORT WORTH, a Texas nonprofit corporation(hereinafter referred to as "YMCA"). 1. PURPOSE. The purpose of this Agreement between the City and the YMCA is to implement the Diamond Hill Coalition After-School Program(the Program). 2. TERM. The term of this Agreement shall commence on September 1, 2007 and end on November 30, 2007, unless terminated as otherwise provided for in this Agreement. 4. RECORDS. Records shall be retained for at least three (3) years following the closure of the most recent audit report and until any outstanding litigation, audit, or claim has been resolved. Records are subject to inspection by the City of Fort Worth. 5. RESPONSIBLITIES OF THE YMCA. The YMCA is designated as "Project Director" for the Program and will furnish work, services, programs, and activities in accordance with the criteria and definition of responsibilities set forth in this agreement. The programs shall be provided at Diamond Hill Community Center located at 1701 NE 36`h St, Fort Worth,TX. Structured positive prevention/intervention program activities will include, but not be limited to, improving skills to deal.with peer pressure, conflict resolution, anger management, and drug and gang involvement. In order to comply with these requirements, the YMCA will provide to the City on a monthly basis: A. Structured monthly reports detailing units of service, monthly attendance, age group, gender. B. Signed Activity Reports and Time sheets of YMCA staff that reflects the actual activity for each day. C. Lesson plans by date for each staff member during the month. These reports shall be received by the City prior to payment to YMCA. Pre- and post-surveys shall be performed on all participants. YMCA shall provide an explanation of the methodology used to create a compilation of the results from the; student ,i, ' responses provided on the surveys when providing the results to the City. This report shall b&�� provided to the City at the end of the period. �EC712E1' U Page 1 of 6 6. PAYMENT. The total amount of the payment from the City to the YMCA shall not exceed the total amount of$13,101.18. Payment will be made to the YMCA as follows: YMCA shall provide a monthly invoice to the City for reimbursement of services provided to the Program. Payment will be processed monthly by the City following receipt of the monthly invoice from the YMCA. Billing for the services provided by the YMCA per the terms of the Agreement will be provided to the City and shall consist of a brief, yet detailed, statement of service or other items provided and the basis for the billing rate. The City has 60 days after the end of the Agreement to process all invoices. As a result, all invoices from the YMCA shall be provided to City by November 30, 2007. Final invoice shall state that it is the final request for payment. 7. DEFAULT. In the event of a default of any terms or requirements of this Agreement by the YMCA, the City may cancel or suspend the Agreement and the YMCA shall be entitled to recover for all services provided or materials delivered prior to the cancellation date (or unused materials may be returned) or shall repay any funds advanced for services not yet rendered. 8. COMPLIANCE. YMCA shall comply with all licenses, legal certifications, or inspections required for the services, facilities, equipment, or materials and all applicable state and federal laws and local ordinances. Failure to comply with this requirement shall be treated as a default. 9. TERMINATION. This Agreement shall automatically terminate on the expiration date. All services billed hereunder must be rendered within the stated period. 10. ADDITIONAL PROVISIONS. Any additional provisions desired by the parties shall be enumerated and executed by the City and the YMCA in writing and made a part of this Agreement by Amendment. 11. FUNDING. I1'for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by the City to YMCA of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 12. INDEPENDENT CONTRACTOR. YMCA shall operate under this Agreement as an independent contractor as to all rights and privileges contained in this Agreement, and not as an agent, representative, servant, or employee of the City. Subject to the terms of this Agreement, YMCA shall have the right to control the details of performance hereunder. City Page 2 of 6 and YMCA agree that the doctrine of respondent superior shall not apply as between City and YMCA and that YMCA shall be solely responsible for any and all acts of omission of its officers, members, agents, servants, employees, contractors, or subcontractors and that nothing herein shall be construed as creating a partnership or joint enterprise between City and YMCA. In the event of a dispute, any doubt as to the construction of this Agreement shall be resolved so as to maintain YMCA's status as an independent contractor. 13. INDEMNIFICATION. YMCA AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANIf KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY(i) YMCA'S BREACH OFANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF YMCA, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9 OR SUBCONTRACTORS, RELATED TO DIAMOND HILL COALITION AFTER SCHOOL PROGRAM OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, ITS OFFICERS,AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH YMCA AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS. 14. ASSIGNMENT. YMCA shall not assign, subcontract, sublet, or transfer any or all of its rights or responsibilities under this Agreement and any attempted assignment, subtract, sublease, or transfer of all or any part hereof shall immediately terminate this Agreement. 15. INSURANCE. During the term of this Agreement, YMCA shall maintain in full force and effect, at its own cost and expense, insurance coverage in the amount required by the City. It is agreed between the YMCA and the City that the YMCA shall secure and furnish the City with a CERTIFICATE OF LIABILITY INSURANCE which will remain in full force and effect during the term of this Agreement in the amount of$1,000,000 for each occurrence and $2,000,000 for general aggregate; $1,000,000 in auto liability coverage; and $500,000 Worker's Compensation coverage for each accident. The CERTIFICATE OF LIABILITY INSURANCE shall list the YMCA as the insured and the"City of Fort Worth, TX, its officers, agents, and employees" an additional insured. 16. PARENT/GUARDIAN PERMISSION FORMS. YMCA shall require all parents and/or guardians of minor participants in the Program to sign a form indicating that the minor participant has permission to participate in the Program. Said form shall be approved by the City before commencement of any Program by the YMCA. Page 3 of 6 17. VENUE. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision o:f this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas, or the United States District Court for Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 18. FORCE MAJURE. It is expressly understood and agreed by the parties to this Agreement that if the p tr formance of any obligations hereunder is delayed by reason of war; civil commotion; acts God; inclement weather; governmental restrictions, regulations, or interferences; fires; strips; lockouts; national disasters; riots; material or labor restrictions; transportation problems; r any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 19. HOMELAND SECURITY. If the United States Department of Homeland Security issues a Level Oranze or Level Red Alert, the City, in its sole discretion, may close or postpone the opening of the community centers in the interest of public safety. 20. SEVERABILITY. The provisions of this Agreement are severable and if for any reason a clause, sentence, paragraph, or other part of this Agreement shall be determined to be invalid, illegal, or unenforceable by a federal or state agency, board, court, or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 21. NOTICES. Any notice provided for or permitted under this Agreement shall be made in writing and may be given or served by (i) delivering the same in person to the party to be notified, or (ii) depositing the same in the mail, postage prepaid, certified with return receipt requested, and addressed to the party to be notified, or (iii) sending by telecopy, with a copy thereof sent by registered mail on the same day. If notice is deposited in the mail pursuant to (ii) or (iii) of this Section 16, it will be effective upon receipt or refusal. For the purpose of notice, the addresses of the parties are, until changed as provided below, as follows: CITY: 1000 Throckmorton Fort Worth, TX 76102 City of Fort Worth Parks and Community Services Department Northeast Region 4200 S. Freeway, Ste 2200 Fort Worth, TX 76115 WITH COPY TO: City of Fort Worth Assistant City Attorney Page 4 of 6 YMCA: YMCA METROPOLITAN FORT WORTH 540 Lamar St. Fort Worth TX 76102 However, the parties m y from time to time change their respective addresses, and each shall have the right to specif as its address any other address upon at least ten days written notice to the other party. 22. NONDISCRIMINATION. The City and YMCA agree that in the execution, performance, or attempted performance of this Agreement, they will not discriminate against any person or persons because of race, age, gender, religion,color, sexual orientation, national origin, or disability. 23. WAIVER OF DEFAULT. No waiver by the parties hereto of any default or breach or the failure to insist upon the performance of any term, condition,provisions or covenant of this Agreement shall be deemed to be a waiver or relinquishment to any extent of any other breach of the same or any other term, condition, provision, or covenant contained herein or the right of the parties to assert or rely upon any such term. 24. SUBCONTRACTING. YMCA shall not assign or subcontract any of its rights or responsibilities under this Agreement without prior formal written amendment to this Agreement properly executed by the City and YMCA. 25. SOLE AGREEMENT. This written instrument and any attached exhibits constitutes the entire agreement by the parties hereto concerning the work and services to be performed and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof, shall be void. 26. AMENDMENTi No amendment, modification or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof and duly executed by the parties hereto. 27. SECTION HEADINGS. The section headings contained in this Agreement are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement. 28. PARTIES BOUND. This Agreement shall be binding upon the successors and assigns of both parties in like manner as upon the original parties. 29. SIGNATURE AUTHORITY. YMCA certifies that the person signing this Agreement has been properly delegated this authority. Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement and any attachments and exhibits in multiples in Fort Worth, Tarrant County, Texas, this the _1 st day of October , 2007. CITY OF F RT WORTH YMCA METROPOLITAN FORT WORTH By: By: ca�40'4t I aa Libby Wat n Susan Wilcox Assistant City Manager Chief Financial Officer ATTEST: APPROVED AS TO FORM AND LEGALITY: 1 City Secretary_ By: S�6= 1�2 Assistant City ttorney NO M&C REO UIRED Page 6 of 6 ILI �" .,u