HomeMy WebLinkAboutContract 44241 CITY SECRETARY
CONTRACT NO.,
PERSONAL SERVICES AGREE ME,NT BETWEEN
THE CITY OF FORT WORTH AND JUDY NEERHAM
This Personal Services Aoreement ("Agreement") is entered into by and between the City of Fort Worth
("City"), a horne-rule municipal corporation of the State of Texas, acting by and through its duty authorized
Assistant City Manager, and Judy Needhaiii, an individual ("Consultant"). The 4.'City 11 means and includes the
City of Fort 'Worth and its officers, agents, representatives, servants, and employee. The"Consultant"' means,and
includes Judy Needham and any person or entity acting on her behalf. City and Consuitapt shall be referred to
colllectively as"Parties."
WIJEREAS, the Consultant, acting as an individual in tier own capacity, is engaged in the business of
fundralsing for ch,aritabile purposes:
WI-IEREAS, SUteCt to the terms of this Agreement, the City desires to engage the services of the
Consultant, and the Consultant desires to engage in fundraising activities on behalf of City to raise funds for
certain projects sponsored by the City's 'Parks and Community Services Department,
Now, THEREFORE, for and in consideration of the mutual agreements stated herein, the Parties agree
as follows:
1. TERM.- Services shall be provided by Consultant for a term begin-ning on the March 1. 2013 ("Effective
Date") and ending on February 28, 2014,, unless terminated earlier pursuant to the terms of this Agreement. This
Ag-reernent may be renewed or extended by niutual written agreement of Parties.
2. SERVICES.
a. Consultant shall, with good faith and due diligence, use tier fundraising expertise to raise funds
for the Parks and COMMUllity Services Department.
b. Within thirty (30) days of the Effective Date, the Consultant and City shall agree Upon two (2)
specific projects or programs, ("Projects") f'or which the Consultant shall s,o�licit grants, donations, or
contributions.
C. Within -,forty-five (45) days of the Effective Date, the Consultant shall provide the City with a
plan of action for carrying out the Services for the Projects, which shall include, without limitations, potential
donors or ,ranting agencies, the Consultant intends to contact and meet with and the anticipated dates of the
scheduled meetings and the method of fundraising solicitations (e.g., telemarketing, marketing materials, direct
mail, live events) 'Plan"). After written approval of the Plan by the City, the Consultant shall perform the
Services hereunder in accordance with such Plan, and any changes may be accomplished by written agreement of
the parties,. If the City determines that activities within the Plan require Consultant to obtain insurance, then
Consultant shall procure any insurance required by the City, in its sole discretion.
d. Consultant sliall male and document at least one (1) contact per month with potential donors for
the Projects. At least every three(3)months,, the Consultant shall provide the City with a list of all such potential
donors. SUch list shall, at all times., remain the property of the City and shall constitute confidential information
within the terrris, of this Agreement. At no time shall Consultant have the right to sell or otherwise negotiate the
contents of the list.
e. Cons,Ultant shall provide the City with Monthly written reports detailing any and all progress for
the Services provided', including, without limitation. the following,
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FOFFFICIAL RECORD'
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CITY SECRETARY
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RECEIVED MAR - 6! 20'3 FT. WORTH9 TX
Proof of interest in finding donations, contributions, and grants,, which must be
accompanied by letters of proposal to potential donors adequately expressing or
documenting the request for funding. It' the potential donor intends to recommend
funding to their respective governing body arid the date on which stich recommendation
shall be presented and acted upon, and the potential donor is Willi,ng to provide
documentation of the proposed recoalmendations and the date of piresentatioln, the
Consultant shall provide such dOCLImentation to the City. If the potential donor's
preference is not to provide such documentation, the Consultant shall report the donor's
preference to the City, and
ii. Verification of pledged orCOMmitted donation'. contributions, or grants.
f Consultant shall .perform all Services in accordance with the prevailing professional standards in
the industry for the same or similar Services, Including reasonable, informed judgments and prompt, timely
action. If COTISLIltant is representing that she has special expertise in one or more areas, to be utilized in this
Agreement,,, then Consultant agrees to perfortil those special expertise Services to the appropriate local, regional or
national professional standards.
9. In connection with all Services, the Consultant shall, not misrepresent the City's narne and
activities,in any way. The City will provide the Consultant with a description of its organi,zation and its activities
that may be used in connection with the Services. The City shall also provide the Consultant with the description
of the Prejects, for which the Consultant is authorized to solicit grants or donations, including the scope of the
Projects, cost estini,,Ites therefore, anticipated schedule of Projects, and any drawings, master plans, site plans,
construction documents, and program plans that may be available.
11. The Consultant shall, in connection with the Services,clearly state that she is raising funds for the
Prqjects on behalf of the City and that, all -funds, raised pursuant to this AgTeernent be paid directly to! the City at
the address provided for in this, Agreenient.
L The Consultant shall I provide a]I proposed fundraising solicitation materials to the City for review
prior to use and shall not use said material without the express written consent of the City, through it Director of
the Parks and Community Services Director ("Director"), which consent may be withheld at the Director's sole
discretion.
i. If Consultant wishes to use the City's Molly Logo, then the Consultant is reap for ensuring
that any use of the City of' Fort Worth Logo strictly compilies with the City's Logo Use Policy, and all other
applicable policies, procedures, and regulations of the City and applicable federal copyright and trademark, laws.
By virtue Of this Agreement, the Consultant will only acquire the right to use the City's logo in accordance
herewith. 'Neither the Consultant nor any other person or entity shall acquire any rights, of ownership in the City's
logo,, which all rights shall remain exclusively with the City. The Consultant agrees not to use or allow anyone
else to use tJ)e City's logo in any mariner that would reflect unfavorably on the good name, good will, reputation,
or iniage of the City. A copy of the City's Logo Use Policy shall be provided to the Consultant upon request.
k. 'F he actions and ob, ectives, contained in this Section 2 are referred to in this Agreement as the
"-Services."
3. CONTROL, OF FUNDS., Consultant shall direct that all funds raised per this Agreement be delivered
directly to the City in person or by U.S. mail to the individual and address provided for in Section 7 of this
Agreement. At no time shall Consultant accept any funds, raised pursuant to this Agreement or have any control
or custody of such funds.
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4. COMPENSATION.
a. Payment. "The Consultant shall be paid Two 'Thousand Dollars and No Cents ($2,000.0 per
month for the terrru of this A&rreement for a total amount not exceed Twent fr-Four T11ousand Dollars and No cents
($24,+ 00.00).
b. An IRS forrni 1099 will be issued for these Trion i es and all taxes are the responsibility. of the
Consultant.
5. TERMINATION.
a, Either Party may terminate this Agreement at any tirne, with or without cause, by sending written
notice of the termination. Termination will be effective on the date that the termination notice is delivered by the
terminating par in accordance with Section 7 (Notices).. In the event this Agreement is terminated prior to
expiration of t:e Term, City shall pay Consultant only for Set-vices actually endered as of the effective date of
termination. Furthermore, Consultant -shall continue to provide the City with Services requested by the City and
Upon . p.
in accordance with this A�r'eer�r�.en�t to the effective date o.. termination. U or�r thc� termination or expiration of
this Agreement,the City shall be entitled to recover all funds solicited pursuant to this Agreement, and Consultant
shall i mediately direct that all outstanding, monies raised pursuant to this Agreement be delivered to the City,
even if such funds are pledged or cornrnitted after the ten-nination or expiration of this Agreement.
b.. In the evert Consultant becomes physically or legally incapacitated during the term of this
Agreement, City sh4ll have the right to terminate, this Agreement immediately or suspend it for a period not to
exceed ninety ` days. 'The parties may also agree, in writing, to suspend this Agreement for a period not to
exceed ninety, days. any decision to proceed with the Agreement after suspension must be made in writing
by the City to the Consultant, and the term shall be extended day-for-day in proportion to the suspended time
period., if a decision to proceed is not rude within ninety 90 days,this Agreement will terminate immediately.
6. CONFIDENTIAL INFORMATION. Consultant agree;, that it shall treat all information, provided to it
by the City as confidential and shall not disclose any such in-fort-nation to any third party without the prior written
approval of the City. 'Upon termination: or expiration of this Agreement, Consultant agrees to deliver to the City,
any and all information subject to this Agreement then in its possession or under its control. The Consultant.
acknowledges es that such infonnation is confidential and is the sole property of the City. The foregoing restrictions
on disclosure ofcor f'derrti l information shall not apply to disclosures required to be made by law..
7. NOTICES. All notices required or permitted tinder this Agreement shall be conclu sively determined to
have been delivered when (i) hand-delivered°erect o the other party, or its authorized agent, employee, servant, or
representative, or (ii) received by the other party or its authorized agent, employee, servant, or representative by
reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated
be]ow or to such other address as one party may from time to time notify the other in w+vrit.irig.
IF To CITY IF TO CONSULTANT
Richard Zavala,Director Judy Need hain
Parks and Community Services Department 7585 SurfSide Drive
4200 South Freeway, Ste. 2200 Fort Worth,"I"e .as 761
Fort Worth,Texas 76115
17 392-571
8. LIABILITY AND INDEMNIFICATION.
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a. CONSULTANT SHALL 'BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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 AC.T(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL,MISCONDUCT OF CONSULTANT.
b. CONSULTANT AGREES TO AND DOES HEREBY DEFEND,INDEMNIFY, AND HOLD
THE CITY HARMLESS FROM AND AC.A,]Nsrr ANY AND ALL CL�AIMS9 LAWSUITS, ACTIONS5
COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BLJT N01T LINIITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (tNCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR
LOSS TO OWNER'S BUSI'NESS AND ANY RESULTING LOST PROFITS), INTELLECTUAL
PROPERTY INFRINGEMENTS, ANIVOR PERSONAL INJURY (INCLUD11-NG, BUT .NOT LIMITED
"ro�, DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (1)
CONSULTANTIS BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR
(n) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT
RELATED TO THE PERFORMANCE OF THIS AGREEMENT. THE INDEMNITY PROVIDED FOR
IN THIS SECTION SHALL NOT APPI-,jY TO ANY LIABILITY RESULTING FROM THE SOLE
NEGLIGENCE OF THE CITY, IN THE EVENT OF JOINT AND CONCURRIENT NEGLIGENCE OF
BOTH CONSULTANT 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 IMMUNITY
AS-FURTHER PROVIDED BY THE,LAWS,OF TEXAS.
C. Consultant shall require all of its subcontractors to include in their subcontracts a release and
indemnity in favor of City in substantially the sarne formas,above.
d. This section shall survive the expiration or termination ofthis,Agreement.
9. INDEPENDENT CONTRACTOR. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, s,ervanit, or employee of City. ConsUltant shall have exclusive control of arid the
exclusive right to control the details of the Services performed hereunder and all persons performing same and
shall be solel I y responsible for the acts and ornissions, of its officers, agents, servants, emplio�yees, and
subcontractors. The doctrine of respondeat sqj)erior shall not appil,y as between, tile City and Consultant, it"S"
officers, agents,, servants, employees, subcontractors, or anyone else acting oil tier behalf. Nothing herein shall
be construed, as creating a partnership or joinit enterprise between City and Consultant. It is expressly
understood and agreed that no officer, age�nt, servants, employee subicontr,actor, or anyone else acting on behalf of
Consultant is in the paid service of City.
10. DISCLOSURE OF CONFLICTS. Consultant hereby warrants to the City that Consultant has made full,
disclosure in writing of any existing or potential conflicts of interest related to Consultant's, provis,ion of tile
Services. In the event that any conflicts of interest arise, includir1g, without Iii-nitation, fundraising that may
directly or indirectly benefit the FWISD,: after the,execution of this Agreement, Consultant hereby agrees,to make
'full disclosure to the City in writing immediately upon learning Of Such conflict. The parties hereby acknowledge
that Consultant is a 1"rustee for the FWISD, an entity with which the City periodically contracts. However,
Consultant covenants, and agrees in entering, into this Agreement and providing the Services,, she is, acting in an
individual capacity and not on behalf of the F'WISD. Nothing contained herein shatl have any bearing on the
relationship, inchiding contractual relationships, between tile City and the FWISD. The Parties hereby covenant
that tile benefits and obligations contained in ibis Agreement are exclusive to the Parties, and any lawful
successor or assign. and are not intei-ided to create any rights, contractual or otherwise, to any other person or
entity, including tlie,FWI.SD.
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It. COMPLIANCE. Consultant shall comply with all F'ederal, State and City statUteS, ordinances, City°s
code of ethics, and regulations,applicable to the performance of Consultant Services under this Agreement.
12. ENTIRE AGREEMENT AND AMENDMENTS. This writing embodies the entire agreement and
understanding between the Parties hereto, and there are no other agreements and understandings, oral or written,
with reference to the SUbject matter hereof that are not merged herein and superseded h�reby. No alteration,
change, modification or amendment of the terms of this Agreement shall be valid, or effective unless, made in
writing and signed by both parties hereto and approved by appropriate action of City.
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13. WAIVER AND SEVERABILITY. No waiver of performance by either party shall be construed as or
operate as a waiver of any subsequent default of any terlins, covenants, and conditions of this Agreement. The
payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or
acceptance of defective perfori-nance. If' any provision of"this Agreement shall be held to be inval id I i lleg,al or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
14. GOVERNING LAW AND VENUE. If any action, wh,ether real or asserted, at law or in equity, arises
on the basis of any provision of this Agreernent, venue for such action shall lie in state courts located in Tarrant
County, Texas or the I.Jnited States District Court for the Northern District of'Texas— Fort Worth Divilsio�n. This
Agreement shall be construed in accordance with the laws of the State ot""Vexas.
15. SUCCESSORS AND ASSIGNS. Neither party hereto shall assign or transfer its interest herein without
prior written consent of the other party, and any attempted assigrinient or transfer of afl or any part hereof without
such prior written consent shall be void. T4is, Agreement shall be binding, upon and shall )'nure to the benefit of
City and Consultant and its respective Successors and permitted assigns.
16. CONTRACT CONSTRUCTION. The Parties acknowledge that each party arid, if it so chooses, its
counsel have reviewed and revised this Agreement and that the noniial rule of construction to the effect that any
ambiguities, are to be resolved against the drafting, party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
17. CAP11ONS., Captions and headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
18. RIGHT TO AUDIT. Consultant agrees that City will have the right to audit the financial and business
records, of Consultant that related to this Agreernent (collectively "'Records,") at any time during the Term of this
Agreement and for two (2) years thereafter in order to determine cornpliance with this Agreement. Throughout
the Ten-n of this Agreement and for two (2) years thereafter,. Consultant shall make all Records available to City
at 1000 Th-rockmorton Street, Fort Worth, Tex,a,s or at another location in City accepitab,le to both parties fol lowing
reasonable advance notice by City and shall otherwise cooperate fully with City during any audit.
Notwithstanding anything to the contrary herein, this section, shall survive expiration or earlier termination of this
Agreement.
19. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Air-eement may be executed in
several counterparts, each of' which will be deerned an Original, but all of which together will Constitute one arid:
the same instrument. A signature received via facsimile or electronically via ernail shall be as legally binding for
all purposes as an origi-nal signature,
2,0. FORCE MAJEURE,. if either Party is unable, either in whole or part, to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial, disturbances; acts Of public enernies; wars,"
blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints, or
Persoria l's ervices Agreement Nvith Judy Needhani 5 of 6
prohibitions by any court, board, department, commission, or ageTICY of the tJnited States or of any state,#
declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance
with applicable law; any arrests and restraints; civil distiji-bances; or explosions; or some other reason beyond the
"), the obligations so affected by such Force
Party's reasonable control (collectively, "Force Ma cure Event I
Ma�jeure Event will be suspended only during the contimiance of such event.
21. GOVERNMENTAL POWERS. Both Parties agree and understand that the City does not waive or
surrender any of its governmental powers by execution of this Agreenient.
EXECUTED to be effective as of the Effective Date.
CITY OF FORT WORTH,TEXAS JUDY NEEDHAM
Suss A I a n,i s
t
istant City Manager
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APPROVED AS TO FORM
AND LEGALITY:
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Tyler Wa��
Assistant, ity Attorney
No M.&C Required
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Personal Services Agreement with JudY Needham
FoFFTICCIAL,RECORD
CITY SECRETARY
FTa WORTH,TX