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HomeMy WebLinkAboutContract 47007 (2)Cant Slake SETTLEMENT AND RELEASE AGREEMENT AND CONTRACT FOR SERVICES BETWEEN THE CITY OF FORT WORTH AND JUDY L. PEREZ • his SETTLEMENT AND RELEASE AGREEMENT AND CONTRACT FOR SERVICES is .44 WORTH("City"),a home -rule munici al a�.e and entered into by and between the CITY OF FORT p corporation of the State Texas, acting by and through its duly authorized Assistant City Manager, and JUDY L. PEREZ ("Consultant"), an individual. WHEREAS, in March 2012, the City applied for and received a grant from the Wallace Foundation, which is a philanthropic organization whose mission is to improve learning and enrichment opportunities for children, particularly those living in distressed urban areas; WHEREAS, the City and The Wallace Foundation entered into a contract (City Secretary Contract Number 43490) ("Grant") for the City to use the Grant funds to create a systemic approach for ensuring high quality, accessible year-round out -of -school time programs for Fort Worth youth, said initiative otherwise known as Strengthening, Programs through Advocacy, Resources and Collaboration ("SPARC"); WHEREAS, on September 19, 2014, the City hired Consultant as a temporary employee (S01 Key Code) to serve as the program director for the City's SPARC initiative; WHEREAS, as the program director for the SPARC initiative, Consultant's primary tasks include quality assurance, community engagement, data assistance, and marketing; WHEREAS, to carry out the above -stated tasks, the Consultant is charged with, among other things, the following duties and responsibilities: promoting the SPARC initiative; planning and implementing out -of -school time training and professional development programs; determining ongoing training needs; developing and implementing web -based training system pilots; developing marketing tools to promote training; attending local training and conferences to network and provide the SPARC initiative with resources; assist in community education and outreach activities; maintain and update online contact lists; plan, coordinate, and implement monthly eenewsletters; assist with the data pilot; and assist with marketing plans; WHEREAS, except with regard to the results of any work performed in her capacity as the program director, the Consultant has retained the right to control and direct her own activities, including, among other things, how, when and where to perform her duties and responsibilities and the types of tools and equipment to use; WHEREAS, based on the above -stated working relationship between the City and Consultant, the Consultant may have been misclassified as a temporary employee (SO1 Key Code) when, in fact, Consultant should have been an independent contractor; WHEREAS, the City and Consultant now wish to enter into a contract for services to memorialize the proper working relationship between the parties; WHEREAS, in addition, the City and Consultant desire to avoid the hazard, inconvenience, uncertainty, and expense of any potential litigation arising from Consultant's alleged misclassification as a temporary employee (SO1 Key Code), and to compromise and settle all claims related thereto; WHEREAS, Section I of this Agreement sets forth the terms and conditions of the Settlement Agreement and Release between the parties and shall be referred to as the "Settlement Agreement"; Section II of the Agreement sets forth the terms and conditions of the services to be provided by Consultant to the City and shall be referred to as the "Contract"; and Section III of this Agreementincludesmiscellaneous terms that are applicable to both the Settlement Agreement and the Contract; and OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX 1 of 17 Settlement and Release Agreement and Contract for Services with Judy L. Perez Community Services Director City of Fort Worth, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115. The parties agree and acknowledge that this Settlement Agreement shall not become effective or enforceable until the expiration of the Revocation Period. II. SERVICES AGREEMENT 1. Scone of Services 1.1. Consultant shall, with good faith and due diligence, use her experience and expertise to assist in the management, leadership, oversight, development and growth of the SPARC initiative for Year 4 (2015 -2016) of the Grant in accordance with the action plan set forth in Exhibit A (up to expiration of the Term), the list of tasks with corresponding roles and responsibilities set forth in Exhibit B. and the terms and conditions of the Grant ("Services' ). The City will provide a copy of the Grant to the Consultant. The Consultant shall perform the Services in compliance with the budget set forth m Exhibit C. Exhibits A, B, and C are attached hereto and mcorporated herein by reference Consultant agrees to perform all Services m accordance with the highest professional industry standards. 1.2. Consultant shall not engage in the performance of any Services set forth herein until the expiration of the Revocation Period set forth in Section I. 1.3. All Services performed by the Consultant shall meet the standards and specifications set forth in the Grant. 1.4. The Consultant will not be provided any tools, materials, or equipment, including, but not limited to, City workspace or a computer to perform the Services. Comnensation and Payment Schedule 2.1. The City shall pay Consultant an amount not to exceed Forty -One Thousand Seven Hundred Eight -Five and 78/100 Dollars ($41,785.78) over the life of the Contract for the Services set forth in this Section II. Consultant shall be compensated at a rate of Twenty -Five Dollars ($25.00) per hour plus reimbursement for all reasonable travel expenses and program and meeting expenses To receive payment, the Consultant shall issue monthly invoices that contain the City's contract number, total amount due, written progress updates concerning the tasks or deliverables completed, and the date provided for the billing period If the City requires additional reasonable documentation it shall request the same promptly after receiving the above -described information, and the Consultant shall provide such additional reasonable documentation to the extent the same is available. 2.2 Invoices shall be submitted no later than the 10th day following the end of each month of this Contract and sent to Sheri Endsley, Parks and Community Services Depail cent, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115. 2.3 The City shall pay all amounts due within thirty (30) calendar days after receipt of an invoice from the Consultant unless there is a dispute as to the information provided in the invoice or Services performed In the event of a disputed or contested billmg, the City shall notify the Consultant not later than the 21st calendar day after the City receives the invoice. Only that portion so contested may be withheld from payment, and the undisputed portion will be paid. If any dispute is resolved in favor of the City, then the Consultant shall submit a corrected invoice to the City, which shall be paid within (30) calendar days after the City receives said invoice. 2.4 Consultant shall not perform any additional services for the City not specified by this Contract unless the City requests and approves in writing the additional services and costs for such services The City shall not be liable for any additional expenses of Consultant not specified by this Contract Settlement and Release Agreement and Contract for Services with Judy L. Perez 3 of 17 prepared under this Contract within thirty (30) days after the effective date of termination. 3.8 The City's obligations under this Contract are contingent upon the actual receipt of grant funds from the Wallace Foundation. If sufficient funds are not available to make payments under this Contract or if the City s allocation of the Wallace Foundation funds changes the City reserves the right to amend or terminate this Contract without penalty to the City. 4 Ownershin and Intellectual Pronertv Rights 4.1 City shall own all right, title, and interest in the work produced by Consultant under this Contract (collectively "Work Product") at all times throughout the world. Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, and City will be considered the author of the Work Product, with all nghts appurtenant thereto. If, and to the extent such Work Product, or any part thereof, is not considered a ' work -made -to -hire' within the meaning of the Copyright Act of 1976, as amended Consultant hereby expressly assigns sells and transfers, and to the extent any such assignment, sale or transfer cannot be made at the present time to City, agrees to assign, sale and transfer, all exclusive right, title and interest in and to the Work Product, all copies thereof, and m and to the copyright, patent, trademark trade secret and all other proprietary rights therem, that the City may have or obtain without further consideration, free from claim lien for balance due, or rights of retention thereto on the part of the City Consultant shall have no copyright to or other intellectual property interest in the Work Product. 4.2 The City shall have access to and be entitled to review and copy any portion of the Work Product at any time. 5. Liability and Indemnification 5.1 LIABILITY. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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 CONSULTANT, HER OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 5.2 INDEMNIFICATION. CONSULTANT COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, AT HER OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COST OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS AND PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACT(S), ERROR(S), OR OMISSION(S) OF CONSULTANT OR CONSULTANT'S CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS CONTRACT, EXCEPT THAT THE INDEMNITY PROVIDED FOR Settlement and Release Agreement and Contract for Services with Judy L. Perez 5 of 17 8.1 Consultant 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 at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working business hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. This section shall survive the expiration or earlier termination of this Contract. 9. Notices 9.1 Notices required pursuant to the provisions of this Contract determined to have been delivered when (1) hand delivered to the other party, servants or representatives, or (2) received by the other party, by United States receipt requested, addressed as follows: To CITY: City of Fort Worth Parks and Community Services Department Attn: Director 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115-1499 With copies to: City Attorney City of Fort Worth 1000 Throckmorton Street, 3rd Floor Fort Worth, Texas 76102 10. Insurance To CONSULTANT: Judy L. Perez 7252 Yolanda Drive Fort Worth, Texas 76112 shall be conclusively its agents, employees, Mail, registered return 10.1 Generally. Consultant shall provide the City with certificate(s) of insurance documenting polices of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Contract. Consultant has an ongoing duty to provide the City with an annual certificate of insurance to evidence coverage. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Consultant shall maintain the following coverage(s) and limits thereof: 10.1.1 Professional Liability — Errors & Omissions i. $1,000,000 Each Occurrence ii. $1,000,000 Annual Aggregate Limit This coverage shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties 10.2 Additional Requirements 10.2.1 Insurers of Consultant's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-:VII, or other equivalent insurance industry Settlement and Release Agreement and Contract for Services with Judy L. Perez 7 of 17 7.1 No extension, modification or amendment of this Contract shall be binding upon a party hereto unless such extension, modification or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. S. Multiple Counterparts 8.1 This Settlement Agreement and Contract may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 9. Total Amount of this Agreement 9.1 Under no circumstances shall the total amount paid by the City to the Consultant pursuant to the terms of this agreement, including any amounts set forth in the Settlement Agreement and Contract (inclusive of reimbursable and hourly expenses), exceed the sum of $50,000.00 without prior approval from the Fort Worth City Council. 10. Entirety of the Agreement 10.1 This Settlement Agreement and Contract contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to 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 Settlement Agreement and Contract. 2ei IN VXITNESS WHEREOF, the parties hereto have executed this Contract in multiples this day of , 2015. CITY OF FORT WORTH B Susan Alanis Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Ads ant City Attorney ATTEST: Ci M&C f 1 �. jRED JUDY L. PEREZ OFFICI4'a ; RECORD ©NY SECRETARY fl WORM TX Settlement and Release Agreement and Contract for Services with Judy L. Perez 10 of 17 Settlement and Release Agreement and Contract for Ser ices zalad 1.ipnf qux Building Block 1 Data 1.2.1 1.2.5 1.4.1 1.4.2 1.4.3 E.th1Uit A — Actiun Dian 4mQ i`Q I 29°Q 2013 2014 2014 3"Q 2014 4L Q 2014 1s` Q 12ffi Q (3m Q 2015 2015 2015 4" Q 2015 Goal 1.2: Coordinate efforts of OST providers citywide to collect reliable data (including attendance and program effectiveness) utiltzrng a common record keeping system tDIIS). C ontuine to collect program patncspation data 'If outside resotuces are required, advertise. select vendor S install system Prepare bid doctui ews. review vendor proposals and :elect market research contractor Execute scheduled tasks with regular consultation with Project Director and SPARC CEO. and repon to SP.ARC Board on results Review results with board. and based on feedback. create PR plan Disseniin ire findings with key couuuu riry 1.4.4 and provider stakeholders. and with community at large Obtain endorsements from key providers 2.1.3 and stakeholders Develop marketing plan and commtuncate 2.1.4 standards to the conjmumw Plan and conduct training on assessment 2.2.3 tool with key_ partners (Work Youth Methods) Research and develop a means of 2.2.4 lucent:v:1 ng adoption of quality assessment and mlprovement Goals for providers 1 Determine ongoing training needs. including review of online and webinar options. 12015 52016 1 2015 5 1016 X X 1 2015 5 22015 X 1 2015 i 2016 X n til 3S =s 7 C ^� 1 2015 : 2016 X it �y a 1 2015 5 2016 1 2015 5 2016 1 2015 5 2016 1 2015 5 2016 1 201 : 2016 12015 52016 Personal Services Agreement —Judy Perez J 3.2.2 3'.3 3.3.2 3.4.1 Host a SPARC board training with board members and key stakeholders facihtated by 9 2014 5 2016 Center for Nonprofit Jlanaaentent Examine options for provider roles within SPARC and determine responsibilities for 1 2015 5 2016 members or partner providers Continue contracts in process. and create new contracts as needed for communication. 9 '014 5 2016 IT Specialist. zrant-wrtunz. tr ufune. lesal Maintain mass e-mail system and distribute monthly e-newsletters 9 2014 5.2016 4aQ 1"Q 214Q 2013 2014 2014 3m Q 2014 4nQ 1"Q 2"Q 3i°Q 4"Q 2014 2015 2015 2015 2015 Personal Services Agreement — Judy Perez v I 11i 1 11 9 11 1.0 1 tea 1 ••• , it I 1 III It i r ••I .o 11 • Exhibit C Budget 40 tap • ,11 g ti •• I I' oil •1 ;•• • l,; .. • :•.• •It tit Oa 1 I 1 Ili 1 •• I • . 1 r .. . 1 I,. . • -r . 1 , . . 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