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HomeMy WebLinkAboutContract 52694 N 3 4 5 6 CiTY SECRETARY CONTRACT NO. Ja(oq 4 RECENED AUG 2 2 2019 CITy of FORTVVORTH CITYSECRETARY ATHLETIC TRAINING SERVICES AGREEMENT *`0�b, BETWEEN THE CITY OF FORT WORTH AND 8 e TEXAS HEALTH RESOURCES 85 �gZ This ATHLETIC TRAINING SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting,by and through Hernando Costa,its duly authorized Assistant City Manager,and TEXAS HEALTH RESOURCES ("Vendor"), a Texas nonprofit corporation acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the"parties." WHEREAS,City desires to promote and support healthy lifestyles by providing recreational sport activities, including the Fort Worth Cup adult soccer tournament;and WHEREAS,City desires participants in the Fort Worth Cup to seek evaluation,treatment and prevention of injuries; and WHEREAS,THR desires to promote healthy lifestyles through the evaluation,treatment and prevention of sport related injuries; and WHEREAS,THR desires to volunteer to provide athletic trainers for the Fort Worth Cup; NOW,THEREFORE,City and THR agree as follows: AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A —Scope of Services; 3. Exhibit B—Verification of Signature Authority Form, Exhibits A and B,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B, and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCQPF OE SERV?CLS, Vendor shall provide athletic training services for the Fort Worth Cup adult soccer tournament to be held at Gateway Park, August 23-25, 2019 ("Services"). Exhibit "A," - Scope of Services more specifically describes the Services to be provided hereunder. 2. TERM, This Agreement shall begin on August 23,2019 ("Effective Date")and shall expire on August 25, 2019("Expiration Date"), unless terminated earlier in accordance with this Agreement. 3. CONSIDERATION. City and THR have a mutual desire for adults to participate in recreation sports and to identify, evaluate, treat,and prevent athletic injuries in order to promote active and healthy lifestyles, which shall Athletic Training Services Agreement—Fort Worth Cup OFFI{rF" Texas Health Resources ► CITY SECRETARY FT. WORTH,TX � serve as adequate consideration for this Agreement, THR shall also serve as the exclusive on-site athletic training services provider for the Fort Worth Cup, which shall serve as additional consideration for this Agreement. Vendor shall not perform any additional services not specified by this Agreement unless City requests and approves in writing the additional services. 4. TF.RJU TiON, 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason upon delivery of written notice of termination to the other party, 5, D16CLQS1JRE OF CONFLjC'j',S AND C.ONFID +".NT A INFQRMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, fur itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Clnauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way, Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by 1.111authorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. G. HIGHT'LO AUnIT. Eixcept as prohibited by state and federal law, Vendor agrees that City shall, until the expiration of three (3) years after expiration or termination of this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any dire,-,tly pertinent books,documents,papers and records, including,but not limited to,all electronic records, of Vendor involving transactions relating to this Agreement at no cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits, 7. INDEPENDI T )N RA .TOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a Athletic Training Services Agreement—Fort Worth Cup — Page 2 of 11 Texas health Resources partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEDINIFICATION. 8.1 I,A&LITY_ VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 8.2 GENERAL INDEMNIFIC'AT TON- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND A GAINSTANYAND ALL CLAIMS OR LA WSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTINGLOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDINGDEATH, TOANYAND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. ASSI�[fjyj IENTAND SUBCONTRACTING. 9.1 Assll nment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCF Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each(Occurrence Athletic Training Services Agreement—Fort Worth Cup Page 3 of I 1 Texas Health Resources $3,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned, (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease;each employee $500,000- Bodily Injury by disease; policy limit (d) Professional Liability(Errors &Omissions): $1,000,000- Each Claim Limit $3,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear, The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City, (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City,Ten(10)days' notice shall be acceptable in the event of non-payment of premium, Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street, Fort Worth,Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- V1I in the current , thie_uc Training Services Agreement—Fort Worth Cup ^� Page 4 of l 1 Texas Health Resources A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11, CnMPI,IAN!LE WITH LAW6,ORDINANCES, LE�ANj2REGULATION.S, Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. NON D15CRIMINAj1ON!LOOVENANT. Vendor, I'or itself, its personal representatives, assigns, subVendors and successors in interest, as pail of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it 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 VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13, NOTICES. Notices required pursuant to the previsions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered, return receipt requested, addressed as follows: To CITY'. To VENDOR: City of]Fort Worth Texas Health Resources Attn. Fernando Costa,Assistant City Manager Attn: Barclay Berdan, President 200"Texas Street 612 E. Lamar Blvd., Suite 900 Fort Worth,TX 76 1 02-63 1 4 Arlington,Texas 76011 facsimile: (817)392-8654 Copy to: With copy to Fort Worth City Attorney's Office at Texas Fleaith Resources same address Attn: General Counsel 612 E. Lamar Blvd., Suite 900 Arlington,Texas 76011 Athletic Training Services Agreement—Fort Worth Cup Page 5 of 11 Texas t3ealth Resources 14. SOLICITATION OF EMPLOYEES, Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOV NM +.NTA ,POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities, 16, NO WAIVER, The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17, GOVERNING LAW/VENUE., This Agreement shall be construed in accordance with the laws of the State of"Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shad lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern Dis°rict of Texas, Fort Worth Division. IS- SE YERABIL111, If any provision of this Agreement 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. 19. FOR!Qr,MAJL.IIIZF� City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enerny, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20, 13LB,DINQS NOT CONTROLLING, Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF C01INSEL, The parties acknowledge that each party and its counsel have reviewed and revised this Agreement Athletic Training Services Agreement—Fort Worth Cup Page 6 of 11 Texas Health Resources 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 or Exhibits A, B,and C. 22. AMEN12Mr.NTS/MOj IFIC,A,JIONS/EXTENSION No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest,as to the 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 Agreement. 24. COUNTEHPARIS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SLRVI .ES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMi,GRATION NATIONALI'TY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work Under this Agreement, including completing the Employment Eligibility Verification Norm (1-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THiS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity."Phis Agreement and any amendment hereto, nray be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". [-,ach party is fully Athletic Training Services Agreement—Fort Worth Cup Page 7 of 11 Texas Health Resources entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 23, CAE-IINCOMEANY N�OH!QWNTR,,,,SH[P Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter, A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments, 29. j,$SjIJIDJ.TION ON CONTRACTIN,S, WITH .OMPAjyIES THAT BOYCOTTISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited firom entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Isra(:l during the term of the contract, The terms "boycott Israel" and"company"shall have the meanings. ascribed to those terms in Section 808,001 of the Texas Government Code, By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of thecontract. (signature page foliows) Athletic Training Services Agreement—Fort Worth Cup Paige 8 of I l Texas;Health Resources IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective on the dates set forth in section 2, ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing i acknowledgc that I am the person responsible for the monitoring and administration of By: Ott this contract,including ensuring all performance and Name: )Fernando Costa reporting requirements. "Title: Assistant City Manager i Date: _ 8r9 By: ame: Michae IT cher APPROVAL RECOMMENDED: Title: Athletic Coordinator, Park and Recreation APPROVED AS TO FORM AND LEGALITY: By: Name: Dav Cree V4 Title:Acting Director, Park and Recreation By:ATTEST: _.. _..._.__ Name: Richard A. McCracken r Title: Sr. Assistant City Attorney J l� .0 CONTRACT AUTHORIZATION: By: M&C: N/A Name: Mat aye . T Title:City Secretary Q; U VENIDOR: Texas Health Resources ATTEST: By: L .,.` By: NA, e: 'Tom Caldwell, PT,IDPT,AT Name: 'ride: Vice President,Sports Medicine Title: _ Date: Athletic Training Services Agreement—Fort Worth Cup R® Texas Health Resources CITY SECRETARY FT. WORTHo TX EXHIBIT'A SCOPE OF SERVICES Vendor agrees to provide City with two athletic trainers licensed in the state of Texas to be present during soccer games at the Fort Worth Cup to be held at Gateway Park in accordance with a prearranged scheduled agreed to be the parties, The athletic trainers shall provide sports injury assessment and on-site care of athletic injuries for any participants who choose to use THR's services, THR will require all participants who choose to use THR's services to complete a consent to treatment form supplied by THR. TFIR shall not charge City or any participants in the Fort Worth Cup any fee for the athletic training Services, THR shall provide and maintain an adequate inventory of athletic training equipment and supplies for use by the trainers. Trainers may wear THR logo apparel to the Fort Worth Cup. THR warrants it has performed an employment history,a background evaluation and criminal background check on each athletic trainer providing the Services. The evaluation and background check contains the following: a) the athletic trainer's employment history; b) the results of the criminal background check including any criminal convictions,probations,or deferred adjudications for the seven(7)years prior to the date of the athletic trainer's engagement at THR; and c) fingerprinting through the Texas Department of Public Safety clearinghouse.The criminal background check and the background evaluation will include, at a.minimum, a search of all counties in and out of Texas in which the athletic trainer has resided and been employed. The cost of this requirement shall be paid by the THR. THR shall be designated by City as the official exclusive athletic training services provider for the Fort. Worth Cup. Such designation shall not indicate nor require the use of THR's facilities by Fort Worth Cup participants, nor shall this Agreement be construed as requiring any referrals of any kind. No hospital, clinic, rehabilitation provider or health care systern or company shall be similarly designated nor provide on-site athletic training services during the Term of this Agreement, Athletic Training Services Agreement—Fort Worth Cup Page 10 of I Texas health Resources EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY VENDOR NAME: —fe x c-i fl e. 1-4 K e'To w o-c-e-s ADDRESS: L 1•2, E. LaMASE rgt_vD ! 5µ174 900 Act.xmaotj, Tx -76 0 0 Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor, Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Nar Sig ur-e Other Title: ✓ cL PT�sic�P,,f S,o�/fs /Vlac� ���� Date: 43 Athletic Training Services Agreement—Fort Worth Cup Page 11 of 11 Texas Health Resources