HomeMy WebLinkAboutContract 57647 CSC No. 57647
ADDENDUM TO MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF FORT WORTH
AND
BOYS & GIRLS CLUBS OF GREATER TARRANT COUNTY
This Addendum to Memorandum of Understanding ("Addendum") is entered into by and
between Boys & Girls Clubs of Greater Tarrant County ("Vendor") and the City of Fort Worth
("City"), collectively the "parties", for a Summer Program.
The Contract documents shall include the following:
1. Memorandum of Understanding between Boys & Girls Clubs of Greater Tarrant Country
and the City of Fort Worth Police Department; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached MOU(the"Agreement"),the
Parties hereby stipulate by evidence of execution of this Addendum below by a representative of
each party duly authorized to bind the parties hereto, that the parties hereby agree that the
provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire one (1)year after
the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties. The Agreement will have no
option to renew.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other parry with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching parry that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
OFFICIAL RECORD
Addendum CITY SECRETARY Page 1 of 10
FT.WORTH, TX
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties. and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
Addendum Page 2 of 10
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
Addendum Page 3 of 10
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
11. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
13. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City, Vendor shall provide City
with copies of all I-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.
14. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from 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 Israel 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 Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
15. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
Addendum Page 4 of 10
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
16. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and (2)will not boycott energy companies during the term of
this Agreement.
17. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
(signature page follows)
Addendum Page 5 of 10
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
5�C4_ of this contract, including ensuring all performance
By: and reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager
Date: Jun n 4, 2022 By: Sasha Kane( urn 8,202210:57 CDT)
Name: Sasha Kane
Approval Recommended: Title: Sr. Contract Compliance Specialist
Approved as to Form and Legality:
By: Neil Noakes(Jun 4, 02213:42 CDT)
Name: Neil Noakes
Title: Chief of Police By:
Name: Taylor Paris
Attest: Title: Assistant City Attorney
Contract Authorization:
By: Jannette S.Goodall(Jun 6,2022 07:25 HST) M&C:NSA
Name: Jannette Goodall ppoo��Rr���
Title: City Secretary 00oQ00000a0ly�a
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BOYS & GIRLS CLUBS OF GREATER
TARRANT COUNTY
By: -
Name: Daphne Stigliano
Title: CEO
Date: G�//aw a c}
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
MEMORANDU M OF UNDERSTANDING(MOU)
Boys&Girls Clubs of Greater Tarrant County&
City of Fort Worth Police Department
City of Fort Worth Police Department(FWPD)to provide face-to-face mobile and/or virtual Stunner Program to Boys&
Girls Clubs of Greater Tarrant County(BGCGTC)campuses and program participants,in person or via web-based,online
classroom.BGCGTC will coordinate a weekly program schedule of interactive group sessions consisting of high yield
learning activities to support social emotional and academic development of BGCGTC students.Programs will be offered
in group format and will not allow for 1:1 child to staff interaction.City will offer distance/virtual program at no cost to
BGCGTC or its participants. The program will be offered in accordance with the BGGCGTC program participation
policies and technology use waiver detailed in BGCGTC Parent Handbook.
FWPD programming will begin on or after June 22,2022,and will end no later than August 3,2022.FWPD will offer
program between 8:30 a.m.and 1:30 pm Monday through Thursday as scheduled by the campus and/or BGCGTC liaison.
Program sessions will be up to 1.5 hours and participants will be grouped based on grade level or at the recommendation
of BGCGTC liaison.
There will be no ongoing,regular,or expected program fees or rent paid by BGCGTC or FWPD for program or
partnership activities.FWPD will be responsible for all instructor and material fees associated with operation of the
mobile and virtual program formats.All virtual group sessions,participants should have adequate technology capabilities
and internet access;and all BGCGTC sessions are to be proctored by a FWPD liaison and/or designated staff
administrator.
The terms and conditions set forth in the following document shall constitute the entire agreement between FWPD and
BGCGTC as it pertains to these programs and locations only and may be amended by a written document signed and/or
acknowledged via email by FWPD and BGCGTC.
BGCGTC will provide for FWPD:
o All necessary consumable supplies and materials to operate the activities within the program,
programming and/or learning materials to support daily instructional activities
o Survey or assessment tools used to capture participant change in behavior or knowledge,and
subsequent results
o Marketing or supplement collateral to promote FWPD programs and services
o Adherence to health screening protocols for all BGCGTC employees and representatives per
City and/or school district policy
FWPD will provide for BGCGTC:
o Coordinate scheduling BGCGTC program participation and provide any and all campus
protocols
o In classroom staff members provide on-site and/or on-call technical,operational,or support to
their capability.
o Direct supervision and behavior modification or redirectiori of youth in the program will be the
responsibility of FWPD staff and/or authorized staff designee
Alpha-numeric program roster for participation tracking
o Support of pre/post-program survey administration and collection provided by BGCGTC
o Technological access to all virtual classrooms through online platform and virtual key codes
Assist with dissemination of program marketing to parents,social workers,and/or school
partners
Additional Considerations:
o All programs must be conducted with at least(1)FWPD staff and/or school staff member present.No one-to-one
contact with program participants allowed under any circumstances.
o While the goal of the collaboration between FWPD and BGCGTC is to serve the entirety of the
Eastside Boys&Girls Club caseload of youth participants through mobile programming,both FWPD and BGCGTC
acknowledge that there are no.participation guarantees,or agreed upon minimum number served for purposes of
tracking,funding,and/or administration especially given the COVID-19 crisis.The only applicable
minimum participation is more than(1)child and at least(1)FWPD and/or school staff present for the purposes of
safety,and prevention of one-to-one staff to adult ratio.The risk of an unplanned or unexpected closure of
programming, in whole or in part,as a result of the COVID-19 crisis is understood by both parties as a potential
outcome. Such a disruption may result in the inability of this agreement to begin or complete. Additionally,individual
member participation may be impacted,in whole or in part,due to the COVID-19 crisis.
Applicable Laws and Regulations:
o All parties agree to abide by the rules and regulations or standards set by both law and regulatory agencies,
including those relating to childcare programs during the COVID-19 crisis.
o All employees are responsible for compliance with the following laws and regulations.Any reporting
requirement outlined below also requires immediate notice to BGCGTC CEO and President,Daphne Barlow
Stigliano and to FWPD Sergeant,Chadwick D. Scroggins.
The law requires any person who believes that a child,person 65 years or older,or an adult with disabilities is being
abused,neglected,or exploited to report the circumstances to the Texas Department of Family and Protective Services
Abuse Hotline within 48 hours after first suspecting a child has been abused or neglected or is a victim of an offense
classified as indecency with a child under Section 2 1.11 Texas Texas Penal Code.
The Texas Department of Family and Childcare Services also requires notice as soon as possible,but no later than two
days after for the following:
o Any occurrence that renders all or part of your center unsafe or unsanitary for a child;
o Injury to a child in your care that requires treatment by a health-care professional;
o You become aware that an employee or child in your care contracts an illness deemed
notifiable by the Texas Department of State Health Services(DSHS)as specified in 25 TAC
97,Subchapter A(relating to Control of Communicable Diseases);
o A person for which you are required to request a background check under Chapter 745,
Subchapter F of this title(relating to Background Checks)is arrested or charged with a crime;
o The occurrence of any other situation,which places a child at risk,such as forgetting a child
in a center vehicle or on the playground or not preventing a child from wandering away from
the child-care center unsupervised;and
o A new individual becomes a controlling person at your operation,or an individual that was
previously a controlling person ceases to be a controlling person at your operation.Immediate
notification if a child dies while in care.
Miscellaneous Provisions:
This agreement shall not serve to create a principal-agent relationship,partnership,or joint venture.Each party shall retain
control over its own employees and agents.
Any notice required under this agreement must be in writing and be directed to the following persons:Daphne Barlow
Stigliano,Chief Executive Officer&President at BGCGTC and FWPD Assistant City Manager Fernando Costa.
This agreement may not be assigned by either party without the prior written consent of the other parties.
No party waives or relinquishes any immunity or defense on behalf of itself,it s agent s,trustees,officers,or employees
as a result of entering into this agreement.
A) To the fullest extent permitted by law,FWPD shall indemnify,defend,and hold harmless BGCGTC,and its
respective officers,directors,agents,and employees,from and against all claims,damages,losses,and
expenses,including but not limited to,attorney fees,arising out of or resulting from bodily injury or death of
any person,or property damage,including loss of use of property,arising or alleged to arise out of or in any
way related to FWPD's performance of work or other activities.But only to the extent caused in whole or in
part by the FWPD or anyone directly or indirectly employed by the FWPD or anyone for whose acts the FWPD
may be liable.
g) To the fullest extent permitted by law,BGCGTC shall indemnify,defend,and hold harmless FWPD and all of
its officers,directors,agents,and employees,from and against all claims,damages,losses,and expenses,
including but not limit ed to,attorney fees,arising out of or resulting from bodily injury or death of any person,
or property damage,including loss of use of property,arising or alleged to arise out of or in any way related to
BGCGTC performance of work activities.But only to the extent caused in whole or in part by BGCGTC or
anyone directly or indirectly employed by BGCGTC or anyone for whose acts BGCGTC in ay be liable.
TERMINATION:
Either party may terminate the Agreement by giving 48 hours written notice at any point during the course of this
agreement.Both FWPD and BGCGTC acknowledge that circumstances that affect onsite operations resulting in program
or facility closure could cause an immediate suspension and/or termination of program partnership. This agreement is in
effect from June 22,2022,through August 3,2022,unless earlier terminated as provided herein.
Boys&Girls Clubs of Greater Tarrant County and Fort Worth Police Department
Summer Program at Eastside Boys&Girls Club
Program Objectives:
1. Students will increase their understanding of FWPD operations by participating in weekly hands-on activities with various
aspects of the police department. The program will last approximately seven weeks with students meeting on one day per
week during the program.
2. As young citizens,students will be encouraged to get involved and build relationships in the community.
3. This program will produce future community leaders who will build positive relationships with the community by
educating,empowering,and increasing student awareness and understanding of the Fort Worth Police Department.
4. Students will show a 20%increase in understanding that the Fort Worth Police Department has a commitment to the
community.
Proposed Calendar:
DATE TOPIC
June 22°d Week 1/Kick off: Chief Noakes
• Session 1: 911 Topics
• Session 2:Different jobs in policing
• Session 3:Humanizing Police and Community Policing
June 29' Week 2:K-9 Unit and Crime Scene Unit
• Group discussion: respect and rules
July 6th Week 3:Mounted Patrol
• session topics can be included/added or open group discussion
July 13'h Week 4:Traffic Investigations Unit
• Session 1:Driving While Under the Influence
• Session 2:Accident Investigation
July 20th Week 5:Motors Unit
• Session 1: Traffic Enforcement
• Session 2:Activities/games day
July 27th Week 6: SWAT Unit&Drones
• Session 1:Policespecialties
August 3" Week 7: Closing Event
• Youth involvement with FWPD Info for Cadet,Explorer,and PAL programs)