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HomeMy WebLinkAboutContract 37833 (2)' Y SECRETARY LONTi SOT NO AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and 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 LATIN ARTS ASSOCIATION, INC., d/b/a ARTES DE LA ROSA, a nonprofit Texas organization (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 and history of the Latin community; and WHEREAS, City and Contractor desire to enter into a contract to have Contractor promote the Rose Marine Theater through the marking of various cultural performances and art exhibits for the Rose Marine Theater, for the benefit of the citizens of Fort Worth, NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. SCOPE OF SERVICES. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due gence, all objectives described in Exhibit "A," attached and incorporated herein for all purposes incident to this Agreement ("Services"). . 2. COMPENSATION. In consideration of the Services to be performed hereunder by agrees to pay Contractor in one installment the sum of Sixty Thousand The funds shall be expended to perform the Services. 3. REPORTING OF EXPENDITURES. Contractor, City promises and Dollars ($60,000) ("Funds"). a. Contractor shall deliver to City a quarterly statement of its receipts and expenditures ("Quarterly Award Report") of Funds detailing how the Funds were expended to accomplish performance of the Services. The quarterly statement shall be in the same format as the attached Exhibit "B," which is incorporated herein for all purposes, and each such Quarterly Award Report shall be attached hereto, incorporated herein and made a part of this Agreement for all purposes. bI Each Quarterly Award Report must be prepared and signed by a representative of the Contractor that has received the Trainin_g for City of Fort Worth Fund Recipients: Reporting Requirements and Financial Tools Required to Complete the Reports ("Fiscal Training") no later than December 31, 2008, or by a Certified Public Accountant. If the Contractor deviates from this reporting requirement, the Contractor will be considered in non-compliance with this Agreement. FT:WJRTH, T c. Each Quarterly Award Report must be submitted to the City on a quarterly basis at the end of each three-month period not later than the 151h day of the first month after the end of each quarter. Therefore, each respective Quarterly Award Report must be submitted not later than January 15, 2009, April 15, 2009, July 15, 2009 and October 15, 2009. d. Any non-compliance by Contractor under Section 3 of this Agreement may jeopardize the Contractor's ability to receive future funding from the City. 4. REPORTING OF SERVICES. Not later than the 15th day of the first month after the end of each three-month quarter during the term hereof, Contractor shall submit a report of Services ("Quarterly Services Report") to the City. Therefore, each respective Quarterly Services Report must be submitted not later than January 15, 2009, April 15, 2009, July 15, 2009 and October 15, 2009. Contractor shall be subject to a review by the City of its services and activities in performance of this Agreement. The Quarterly Services Report shall be in the same format as the attached Exhibit "C," which is incorporated herein for all purposes, and each such Quarterly Services Report shall be attached hereto, incorporated herein, and made a part of this Agreement for all purposes. 5. TERMINATION. This Agreement shall begin on October 1, 2008 and end on September 30, 2009. a. Either party may cancel this Agreement upon thirty (30) days notice in writing to the other party of such intent to terminate. b. The City may terminate this Agreement immediately for any violation by Contractor of Section 3, "Reporting of Expenditures" or Section 4, "Reporting of Services," above. c. !n the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify the 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. d. In the event of any termination under this Section 5, Contractor shall reimburse to City all Funds it has received, but not otherwise committed or encumbered by contract, under this Agreement. 6. TRAINING. The Chief Executive Officer, Executive Officer, or Chief Financial Officer of Contractor shall receive Fiscal Training no later than December 31, 2008. Evidence of receipt of such training shall be submitted to the City. Contractor shall be responsible for training its representatives at its own cost and expense. 7. RIGHT TO MONITOR SERVICES. 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. CFW !Latin Arts Association, Inc., d/b/a Artes de la Rosa Services Agreement FY 2008-2009 Page/ of11 8. INDEPENDENT CONTRACTOR. 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. 9. LIABILITY AND INDEMNIFICATION. CITY SHALL IN NO WAY OR UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY PROPERTY BELONGING TO CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS OR PROGRAM PARTICIPANTS, WHICH MAY BE LOST, STOLEN, DESTROYED, OR IN ANY WAY DAMAGED. CONTRACTOR HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS CONCERNING SUCH PROPERTY. 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 NOW 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. CFW /Latin Arts Association, Inc., d/b/a Artes de la Rosa Services Agreement FY 2008-2009 Page 3 of I I 10. MISAPPRORIATION OF FUNDS. 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. 11. CHARITABLE IMMUNITY. 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. 12. ASSIGNMENT AND SUBCONTRACTING. 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 or subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. 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. 14. NON-DISCRIMATION COVENANT. 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 111, 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. 15. INSURANCE. 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 LiabilitVor Directors & Officers Liability: $1,000,000 per occurrence, with a $1,000,000 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/medica! insurance shall list the City as an additional insured. City shall have the right to revise insurance coverage requirements under this Agreement. CFW /Latin Arts Association, Inc., d/b/a Artes de In Rosa Services Agreement FY 2008-2009 Page 4 of 11 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. 16. RIGHT TO AUDIT RECORDS. 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, whether in hard copy or electronic format, 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, whether in hard copy or electronic format, 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 16 shall survive the expiration of the term of this Agreement. 17. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the state of Texas. Shouid 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. Notices to delivery or via U.S. below: be provided hereunder shall be sufficient if forwarded to the other party by hand - Postal Service certified mail, postage prepaid, to the address of the other party shown Bridgette Garrett Sunset Review Director City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-8518 19. NO WAIVER. Cathy Hernandez Executive Director Latin Arts Association, Inc. d/b/a Artes de la Rosa 1440 North Main Street Fort Worth, Texas 76106 (817) 624-8333 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 Contractor's right to assert or rely upon any such term or right on any future occasion. 20. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, CFW /Latin Arts Association, Inc., ci/b/a Aries de la Rosa Services Agreement FY 2008-2009 Page 5 of 11 agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 21. SEVERABILITYa 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. 22. FORCE MAJEURE. The City and Contractor 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 (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 23. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 24. ENTIRETY OF AGREEMENT. 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. [SIGNATURES APPEAR ON FOLLOWING PAGE.] CFW /Latin Arts Association, Inc., d/b/a Artes de la Rosa Services Agreement FY 2008-2009 Page 6 of 1 I IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2008, City Secretary Date: APPROVED AS TO FORM AND LEGALITY: Date: iJ ATTEST: CFW /Latin Arts Association, Inc., d/b/a Artes de la Rosa Services Agreement FY 2008-2009 Page 7 of 11 CITY OF FORT WORTH Assistant City Manager / C Date: �� // CONTRACT AUTHORIZATION: Date Approved: ©14, 4 LATIN ARTS ASSOCIATION, INC., d/b/a ARTES DE LA ROSA By: a�athy Herna Executive Di -z CITY SECRETAMI FT, yngTH7 TX STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this Jay 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 Latin Arts Association, Inc., d/b/a Artes de la Rosa and that he/she executed the same as the act of said Latin Arts Association, Inc., d/b/a 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 SYLVIA D. GLOVER MY COMMISSION EXPIRES September 19, 2009 STATE OF TEXAS § COUNTY OF TARRANT § day of VC, /04U LA.D. 2008. Nota,r,� Public in and for the State of Texas 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 day of A.D. 2008. �,��YPrr�c JEANETTE WADE No4ary Public * * STATE OF TEXAS Z�OF py My Comm, Exp. 11 /21/2009 CFW /Latin Arts Association, lnc., d/b/a Artes de la Rosa Services Agreement FY 2008-2009 Page 8 of I in and for the State of Texas EXHIBIT "A" OBJECTIVES PROGRAM SERVICE ACTIVITIES • Advertise cultural performances and art exhibits at the Rose Marine Theater CFW /Latin Arts Association, Inc., d/b/a Artes de la Rosa Services Agreement F1' 2008-2009 Page 9 of 11 0 00000000 0 0 q0 o o gRR00000 o 0 , oa a 000aaaaa 6 ci§ § _ ) } ! § @8 8 EEGgg888 @ 1 2 ad 0 daaooaaa 0 e � f / w § ) » � e a G CO b R a a a um ) w° � co m § @ q \ B 6 0 0 \ oCD w 5o � ■ 00 ] o ■cm { Ix \� m ) ) § \ q » �� _ ® ) � � § A wCO R � Q« s \ b§ CY �9 0 0 0 I CZ)/ zk \ m 2 CD 0 ma E X Z / ) K � , o o Cl o 0 g o z § a < « m z » « � � � Some k E LL um ; A e B 2 2 g § ; ) ) k w § .. w « 2 w [©§ _ / m w z ° R I e a t E k) § m w> a E Immoss ] 0 J/<§ m w \ 3 X w 2 ƒ off(L k § § k ) ) k E \ / \ § ° % % % « � 2 � @ � m , £ # # � / / \ & \ § o k w w § EXHIBIT "C" QUARTERLY SERVICES REPORT -FISCAL YEAR 2008/09 Quarterly Report - Fiscal Year 2008/2009 Program Service Activities Advertise various cultural performances and art exhibits at the Rose Marine Theater Quarterly Report: CFW /Latin Arts Association, Inc., d/b/a Artes de la Rosa Senices Agreement FY 2008-2009 Page I I of I 1 Page 1 of City of Fort Worfh, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/14/2008 DATE: Tuesday, October 14, 2008 LOG NAME: 02LATIN ARTS SUBJECT: Authorize Contract with Latin Arts Association Assistance in Marketing the Rose Marine Theatre REFERENCE NO.: C-23123 in an Amount Not to Exceed $60,000.00 for It is recommended that the City Council authorize the execution of a contract with Latin Arts Association, doing business as Artes de la Rosa in an amount not to exceed $60,000.00 for assistance in marketing the Rose Marine Theatre DISCUSSION: This is a new M&C to replace M&C C-23075 which had the wrong name for the agency. The previous M&C had the agency listed as Artes de la Rosa; the correct name is the Latin Arts Association. 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. The Latin Arts Association, doing business as Artes de la Rosa, is dedicated to preserving, promoting, and interpreting the art, culture, life 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 recommended that a contract be executed in an amount not to exceed $60,000.00 between the City of Fort Worth and the Latin Arts Association, doing business as Artes de la Rosa for the period beginning October 1, 2008, and ending September 30, 2009. FISCAL..INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds have been included in the Fiscal Year 2008-2009 General Fund adopted budget for this expenditure. TO _Fund/Account/Centers FROM_Fund/Account/Centers GG01 539120 0906200 $60,000.00 S__ubmitted for City_Man�er's Off_ice_b�r: Karen Montgomery (6222) http: //apps. cfwnet. org/council_packet/Reports/mc_print. asp 10/15/2008 Page 2 of Ori�inating_Department Head; Additional Information Contact: Bridgette Garrett (8518) Bridgette Garrett (8518) http://apps.cfwnet.org/council_packet/Reports/mc_print.asp 10/15/2008