HomeMy WebLinkAboutContract 44504 Nu
QTY SECREAW
CONTRACT NO,
BOOKS AND MATERIAL DISPOSITION AGREEMENT
BETWEEN EN THE CITY'O,F FORT WORTH AND
'THE FRIENDS OF THE FORT WORTH PUBLIC LIBRARY, INC.
This AGREEMENT
("'Agreement") its made and entered into by and between the CITE''"
OF FORT WORTH (the "'City"), a hours rule municipal corporation situated in portions of
Tarrant,, Denton and Wise Counties, Texas, acting by and through Charles Daniels, its duly
authorized Assistant City Manager) and FRIENDS OF THE FORT' WORTH PUBLIC
LIBRARY, INC, ("FRIENDS"), a Texas non-profit corporation, acting by and through E un ny
Gardner its duly authorized P"resid ntl each individually referred to as a "party" and
collectively referred to as the "'parties."
Recitals
WHEREAS, the City Library has boobs, publications and other materials that are outdated,
excess or for other reasons ns ,are no longer useful to the Library and would be
discarded and,
WHEREAS, FRIENDS, a nonprofit 501(3)(c) volunteer support orgian� izati n of the Library,
proposes to arrange for appropriate storage and disposal of such books,
publications, and other materials by sale and/or other means and
WHEREAS, FRIENDS has the experience, expertise and demonstrated, ability to conduct
book sales or other dispositions of boobs and material and thereby provide,
assistance and support to the Library.
THEREFORE, the parties Agree as follows:
SCOPE OF SERVICES.
Friends Agrees to re ive and dispose (recycle) of the City Library's books and
materials, which the City Library, would otherwise discard, in accordance with the terms of this
Agreement. The scope of services as well as the roles and responsibilities of the City and
Friends is more particularly described) in Exhibit A,
OFFICIAL RECORD
Books and Material Disposition Agreeme nt
Between the City of Fort Worth and the CITY SECRETARY
Friends of the Fort"Worth Public Library, Inc.
Pace 1 of 11 a WORTH, TX
2. TERM, COMPENSATION and OWNERSHIP DISPOSED ITEMS.
2.1 Term. This Agreement, shall commence upon the date that both the City and the
Friends have executed this Agreement ("Effective Date") and shall continue in full force
and effect for three years "Initial Term"), unless terminated earlier in accordance with
the provisions of this Agreement. Following the Initial Term, this Agreement shall be
renewable at the option of the City for two additional terms of one year each (each a
"Renewal Term"). The City shall provide Friends with written, notice of its intent to renew
at least one year (3651) days prior to the end of each term.
2.2 No CgMens,ation. The City will not be paying Friends for any of the services
listed in Attachment "A".
Friends will not perform any additional services for the City not specified by this
Agreement unless the City requests, and approves, performance of such additional
services, in writing., The City will not be liable for any expenses, of Friends unless the
City first approves such expenses in writing.
2.3 Ownership of is osed Items. The books and material that the City gi,ves, to the
Friends will become the property of the Friends upon their receipt from the City Library.
3. TERMINATION.
3.1. Written Notice.
The City or Friends may terminate this Agreement at any time and for any
reason by providing the other party with 365 days' written notice of termination.
4. RIGHT TO,AUDIT.
Friends agrees that the City shall, until the expiration of three (3) years after final,
payment under this contract, or the final conclusion of any audit commenced during the said
A I-- A-! 7[e(ILL- _
[n ree yea rs, hi a v e a wes s 'to a ri'a' t h e-� ri g 1ri to il'o exa rjri i n e at' i-e a so na b i+ I I rri e si a,n Y d ;tiy pemnerit
books, documents, papers and records of' the Friends involving transactions relating to this
Books and rat�erial Disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public Library, Inc.
Page 2 of 11
Contract at no additional cost to the City. Friends agrees that the City shall have access
during normal working hours to all necessary Friends 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 Friends reasonable advance notice of intended audits.
5. INDEPENDENT CONTRACTOR.:.
It is expressly understood and agreed that Friends 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 the City. Subject to and in accordance with the
conditions and provisions, of this Agreement, Friends shall have the exclusive rigih�t to control
the details of its operations and activities and be solely responsible for the acts and ornissions,
of its officers, agents, servants, employeesl contractors and subcontractors. Friends
acknowledges that the doctrine of respondeat superior shall not apply as between the City', its
officers, agents, servants and employees,, and Friends,, its officers, agents, employees,
servants) contractors and subcontractors. Friends further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Friends. It is
further understood that the City shall in no way be considered a Co-en,-ipll:oyer or a Joint
employer of' Friends or any officers, agents, servants, employees or subcontractors of Friends.
Neither Friends, nor any officers,, agents, servants, employees or subcontractors of Friends
shall be entitled to any employment benefits from the City. Friends 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 subcon�tractors.
6. LIABILITY Al D INDEMNIFICATION.
A. LI:ABILITY - FRIENDS SHALL BE LIABLE AND, RESPONSIBLE FOR ANY
AND, ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIO,R PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
Books and,Material Disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public Library, Inc.
Page 3,of 11
CHARACTER,TEF , HETHE REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THE NEGLIGENT'ENT' ACT' S CIS OMISSION(S), MALFI ASANC:E OR INTENTIONAL
NAL
MISCONDUCT OF FRIENDS, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES,ES HILL ENGAGING IN ACTIVITIES COVERED IN THIS AGREE MENT.
B INDEMNIFICATION - FRIENDS HEREBY COVENANTS ALTO AGREES TO
INDEMNIFY!', HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST' ANY AND ALL
CLAIMS OI LAWSUITS O F ANY KIND OR CHARACTER, 1 H ETH E R REAL OR
ASSERTED, FOR EITHER HE PROPERTY DAMAGE OR LOSS (INCLUDING ING A,I LEGED
DAMAGE CIS LOSS TO I ICIENDS'S BUSINESS AND ANY RESULTING LOST
PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING, OUT OF OR IN CONNECTION I'TH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF FRIENDS, ITS OFFICERS,1 OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
Vi'µ ASSIGNMENT
Friends shall not assign any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to are assignment, the
assignee shall execute a written agreement with the City and the Friends under which the
assignee agrees to he bound by, the duties and obligations of Friends under this Agreement.
ent.
The Friends and Assignee shall he jointly liable for ell obili ations of the Friends under this
Agreement prior to the effective date of the assignment. The Friends, shall pirolvi,de the City"' with
e fully, executed copy of any such subcontract..
Books and Material Disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public Library, line.
Page 4 of 11
8. INSURANCE.
Friends, shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to thills,Agreement.*
8.1 Covergg:e and Limits
(a) Commercial General Liability
$1
000 000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Friends, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehiclee' shall be any vehicle owned, hired and n ors_
oar ned.
(c) Commercial Crime coverage
$1001000 Each occurrence
This policy, shall cover Money, Securities and property to the City for loss
or damage as a result of'dishonest acts of any employee or volunteer on
behalf of' Friends.
8.2 General Requirements
(a) The commercial general lia,bil,ity and automobile liability policies shall
name the 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.
Books and Material Disposition,Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public Library, Inc.
Page 5 of 11
(b) All poliicies, shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits
of coverage shall be provided tote City. Ten (1 o) days, notice shall be
acceptable in the, event of n�on-payment of premium. Notice shall be sent
to the Risk Manager, City of Fort Worth,, 1000 Throckmorton, Fort Worth,
Texas 76102, with copies to the City Attorney at the same address,.
U) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minim um rating
of A- VII in the current 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 -the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance; evidencing that the Friends has obtained all
required insurance shall be delivered to the City prior to Friends
proceeding with any work pursuant to this Agreement.
9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Friends agrees that in the performance of its obligations hereunder, it will comply with
call applicable federal, state and local laws, ordinances) rules and regulations and that any work
it ►roduces in connection with this agreement will also comply with all applicable federal, state
and local laws, ordinances, rules and regulations, If the City notifies, Friends of' zany violation of
such laws, ordinances, rules or regulations,, Friends shall immediately desist from and correct
the violation.
Books and Material Disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Pubilic Library, Inc.
Page 6 of 11
10. N,ON-DISCRI MI NATION COVENANT.
Friends, for itself, its personal representatives, ,assigns, subcontractors and successors
in interest, as part of the consideration herein, Agrees that in the performance, of Frien s' duties
and obligations hereunder, it shall not discrirnin to in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. [f any claim arises from an
Alleged violation lation o'f this non-discrimination covenant by Friends, its personal representatives,
assigns,, subcontractors or successors in interest, Friends agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
11. NOTICES.
Notices required pursuant, to the provisions of this Agreement s all be conclusively
determined to have been delivered when 1 hand-delivered to the other party, its agents,
employees, servants or representatives, delivered by facsimile with electronic confirmation
of the transmission, or 3 received by the' gather party by United States Mail, registered, return
receipt requested) addressed as follows:
City of Fort Forth Friends of the, Fort Worth Public Library, I nc.
Attn. Susan Alanis, Assistant City Manager Attn: Bunny Gardner
1000 T rockmorton Street, 3rd Floor 533 west 3,rd Street
Fart Worth TX 76102-6311 Foie rth, Texas 76102-7305
12. GOVERNMENTAL OWERS/I "IMtaliNITIES
It is understood and agreed that by execution of this Agreementl the City does not waive
or surrender any of its governmental powers or immunities.
13. NO WAIVER.
The failure of the City or Friends to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted herein shill not constitute a waiver of the
City or Friends' respective right to insist upon appropriate performance or to Assert any such
right on any future occasion.
Books and Material Disposition,Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public library, Inc.
Page 7 of 11
14. 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 act,i n shall lie in state courts located in Tarrant County, Texas or the United
States District Court,for the Northern District of Texas, Fort Worth Division.
15. SEVERABILITY.
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.
16. FORCE MAJEURE.
The City and Friends 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 enemy, fires, strikes, lockouts, natural disasters, wars, riots, material
or labor restrictions by any governmental authority, transportation problems and/or any other
similar causes.
17. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreemen�t 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.
18. REVIEW OF COUNSEL.,
The parties acknowledge that each party and its counsel have reviewed and revised, this
Agreement 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
Books and Material disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public Library, Inc.
Page 8 of 11
or exhibits hereto.
19. AMENDMEN:�TS.
No amendment of this Agreement .shall be binding upon: a party hereto unless such
amendment is set forth in a written instrument, which is executed by an, authorized
representative of each party.
20. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exh�ibli�ts attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between
the City and Friends, their assigns and successors in interest, as to, the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared nul�l and
void to the extent 'in conflict with any provision of this Agreement.
21. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that, ho/she has the legal authority to
execute this agreement on behalf of the respective party, and that such bindlin�g authority has
been granted by proper order, resolution, ordinance or other a,uth,o:rization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this,
Agreement.
22. COUNTERPARTS.
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.
Books and Mat eria:l Disposition Agreement
Between the City of Fort Worth and the
Friends of the Fort Worth Public ILibrary, Inc.
Page 9 of 11
oil
p
IN WITNESSI EOF, the parties, hereto have executed this Agreement in multiples, this
..�. ay of
ACCEPTED AND AGREED:
CITY OF FORT WORTH: FRIENDS OF THE FORT WORTH PUBLIC
LIBRARY, INC.
By. By.
Charles Daniels
ssistant City Manager.
Date- _e95,v 3to-w 13 Date. 2.9 AS
ATTEST:
By: g.1 4rw
Mary J. Kaysy 0
City Secretary
00
go
0000
APPROVED AS TO FORM AND LEGALITY:
By:
Charlene Sanders
Assistant City Attorney
CONTRACT AUTHORIZATION:
Date Approved: phi Z
rFI CIAL RECORD I Books and Material Disposition Agreement Between the City of Fort Worth and the Friends of the Fort,Worth Public Library, Inc. WORTH,TX
Gi
EXHIBIT A
SCOPE OF SERVICES
Friends', Scoge of'Services/Roles and Rgsponsibi,lities.
Friends will perform the following:
a. Move -the sorted and boxed items to any book sale site, and organize, set-up and
conduct any sale, of such items;
b. Advertise, market and sell books and materials at any sale site no less than
annually. Provide access to these materials for non-profit groups, regional public
libraries, and public school districts-
3
C. Solicit books and materials, for said sales off-site of public library property or on
site if managed by a Friends' volunteer; provide quit claims for individuals; and
d. Use any sale proceeds that remain after payi,ng administrative and operating
expenses related to the sale for the benefit of the City Library in a manner agreed
upon by the Friends and the City Library, and transfer net proceeds to the City
Library on a regular basis as part of the Friends' budget cycle.
2. The City's Roles and Responsibilities.
The Library will deliver to the Friends at designated, location, all books, publications and
other materials described above. The, books, publications and other materials donated
to Friends will become the property offriends.
Books and Material Disposition Agreement
Between the City of Fort'Worth and the
Friends of the Fort Worth Public Library, Inc.
Page 111 of 11
jvA&t_, Keview
Page I of 2
Official site of 0"ie City of Fort Wnrth, Texas
CITY CO&UNCUL A(34ENDA FoRT WORTH
'60MIN do
W WMIASNPEA,'4"AFRAIZIell, AM,U 'Y'
ANN"'A'/�, ," // "AfORAN",100 ONSAAffe a g NR
COUNCIL ACTION: Appr�oveld on 5/21/20,13
1100111101PAYN) ifflo 1920"MA0,N(As,IM001 We V 0 MOMMOMOR MAP),AN NNY0010 V M 101 WY VVY/IN,�NVA�V VU 1111d M w0wevow 40MAirolf) q"&A ��%�XPV wAnumm alwoON(wofformiffly fow "iffma'aft
DATE. 5/21/2013 REFERENCE NO..- **G-17900 LOG NAME: 84 FRIENDS MOU
PUBLIC
CODE: G TYPE., CONSENT' HEARING: NO
SUBJECT: Authorize Execution of a Memorandum of Understanding with the Friends of the Fort
Worth Public Library, Inc., and Authorize Execution of a Books and Materials Disposition
Contract with the Friends of the Fort Worth Public Library, Inc. (ALL COUNCIL
DISTRICTS)
RECOMMENDATION 1:
It i's recommended that the City Council:
1. Authorize execution of a Memorandum of Understanding with the Friends of the Fort Worth Public
Library, Inc.; and
2. Authorize execution of a books and materials disposition, Contract with the Friends of the Fort
Worth Pubili�c Library, Inc.
DISCUSSION:
The Friends of the Fort Worth Public Library, Inc. (Friends),' a non-profit 5 1(c)(3)volunteer support
organization, was estabilis,hied moire than 35 years ago. Its purpose is to improve the quality of life in
the community by providing advocacy, additional funding, and volunteer services to the Fort Worth
Public Library.
Staff recommends execution of a Memorandum of Understanding (MO U) with the Friends that
specifies mutually-agreed expectations between, the City of Fort Worth, and the Friends as they work
together toward, the common objective of providing high-quality library services. The,document covers
how the two organizations,will coordinate programming and fundraising for capital projects. The
M will become effective on the date of its,execution and remain in effect for-rive years or until,
either party initiates termination.
Staff also recommends,execution of a Books and Materials Disposition Contract(Disposition
Contract), which will allow the Friends to sell withdrawn Library materials. A, public library best
practice is to remove outdated, unused, and worn-out materials from, the collection. On April 9, 2002,
the City Council approved M&C C-19041 authorizing, an Agreement with the Friends to receive and
sell materials discarded from -the c,oilleictions of the Fort Worth Public Library, and return net proceeds
from the sales to the Library as part of'the of the Friends" budget cycle,. This successful Agreement
serves a public purpose, in support of the Fort Worth Public Library and, its services. Proceeds from
the sales, have helped fund reading programs, the Library's System Master Plan, ands the eSk,illls
Library and Job,Center. Funds have also contributed to the purchase of needed equipment such as
a new delivery truck. Although the Books and Materials Disposition Contract entered into in 2002
does not have an expiration date, the parties concluded that an updated contract should be
established.
Under the Disposition C,ontra�ct, the materials withdrawn from the Library will become the property of
the Friends for the purpose of sale and final disposition. The Friends will be required to conduct a
book sale no less than annually, with net proceeds from the sale(s) to be returned to the Library. The
Agreement also gives the Friends the option, of selling materials in their bookstore The initial three-
year term of the Agreement will begin upon execution. The Agreement may be renewed at the option
littp://apps.cfwnet.org/counc'1 l 2013 5/23
1/ /2013
_packet/nic .review.asp?l D---I 8367&councildate
...............
M&C Review Page z of z
of the City for up to two additional terms of one year each without additional Council action.
FISCAL INFORMATION/ClERTIFICATION:
The Finance Director certifies that this actions will have no material effect on City funds.
T01 Fu1nd/Account/Centers FROM Fund/Accouint/'Centers
SubmMed fo�r CiRy Mapa
Ae�r's Office by: Charles Daniels (61 99)
Or*Iq*Inat*I.Rg, Department,Heaid:. Gil�eniece Roblin�sion (770�6),
Addlftl*o ire al Information Contact: Adam:'Wrilght (8522)
ATTACHMENTS
httpl-.//apps,cfwnet.org/council
_packet/mc,--review.asp".�l[,),--- 18367&councildate-5/21/2013 5/23/20 13