HomeMy WebLinkAboutContract 58940CSC No. 58940
FORT WORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through Jesica L. McEachern, its duly authorized Assistant City Manager, and the UNITED STATES
SECURITIES & EXCHANGE COMMISSION ("SEC"), acting by and through its duly authorized
Contracting Officer, each individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Verification of Signature Authority Form.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1. Scope of Services. SEC shall virtually provide programs on saving, investing and avoiding
fraud & scams to patrons of the Fort Worth Public Library. Exhibit "A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on February 1, 2024 ("Expiration Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term") or modified by both parties in writing to
extend the term.
3. Compensation. SEC shall provide the performance at no charge to City. City shall not be
required to pay any cost, fee, or charge of any nature for the services. The City represents that for and in
consideration of its obligations under this Agreement that the SEC is providing a unique and important
experience free of charge for the citizens of Fort Worth. The SEC represents that for and in consideration
of its obligations under this Agreement, the City is providing a virtual space for such presentation to occur.
Both parties agree as a condition precedent of this Agreement that both parties have exchanged good and
valuable consideration.
4. Termination. City or SEC may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
5. Right to Audit. If any money is exchanged as part of this Agreement, then the City shall have
the right to audit the financial and business records of SEC that relate to any monetary exchange under this
Agreement (collectively "Records") at any time during the Term of this Agreement and for three (3) years
Professional Services Agreement
OFFICIAL RECORD
CITY SECRETARY Page 1 of 6
FT. WORTH, TX
thereafter. It is expressly understood that no money is being exchanged as part of this Agreement_
6. Compliance with Laws, Ordinances, Rules and Regulations. SEC agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
SEC of any violation of such laws, ordinances, rules or regulations, SEC shall immediately desist from and
correct the violation.
7. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY:
To SEC:
City of Fort Worth United States Securities & Exchange Commission
Attn: Jesica L. McEachern, Assistant City Mgr Fort Worth Regional Office
200 Texas Street Attn: David Peavler, Regional Director
Fort Worth, TX 76102-6314 801 Cherry Street, 19' Floor
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
8. Governmental Powers. It is understood and agreed that by execution of this Agreement, City
does not waive or surrender any of its governmental powers or immunities.
9. No Waiver. The failure of City or SEC to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or SEC's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
10. 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.
11. Force Maieure. City and SEC 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.
12. Headings not Controlling. Headings and titles used in this Agreement 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.
13. 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
Professional Services Agreement Page 2 of 6
to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or
Exhibits A, B, and C.
14. Amendments / Modifications / Extensions. No amendment, modification, or extension of this
Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed
by an authorized representative of each party.
15. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire
understanding and agreement between City and SEC, their assigns and successors in interest, as to the
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 Agreement.
16. 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.
17. Signature Authority. The person signing this Agreement hereby warrants that he/she has the
legal authority to execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement
and any amendment hereto, may be executed by any authorized representative of SEC whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Professional Services Agreement Page 3 of 6
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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Name: Jesica L. McF.,achern
"Title: Assistant City Manager
Date: Feb 28, 2023
APPROVAL RECOMMENDED:
By:
Name: Manya Shorr
Title: Library Director
ATTEST:
By:
Name
Title:
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Jannette Goodall
City Secretary
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CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements
By:
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Name: Timothy Shidal
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
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By: Jessika Williams (Feb 1, 202316:26 CST)
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
UNITED STATES SECURITIES & EXCHANGE COMMISSION /
FORT WORTH REGIONAL OFFICE:
By: Aale2 z&
Name: R ina Mumford- sh
Title: SEC Contracting Officer
Date: February 1, 2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 4 of 6
EXHIBIT A
SCOPE OF SERVICES
The United States Securities & Exchange Commission/Fort Worth Regional Office will provide programs
on saving, investing and avoiding fraud & scams to patrons of the Fort Worth Public Library.
SEC agrees to provide a Presenter for each event. SEC agrees that each Event will be an online event using
City's licensed webinar solution. SEC shall provide a computer, Internet access, and any software needed
to remotely join and deliver the Event utilizing the City's online webinar environment.
SEC may supply handouts to effectuate the Event at SEC's sole discretion.
SEC may collaborate with the City in promotion of the Performance. SEC may provide photographs
and/or biographies of its Presenters and if it does, SEC grants permission to the City to use those items for
the purposes of marketing the program.
EVENT
DATE / TIME
LOCATION
Stopping Affinity Fraud in Your
Wednesday, February 15, 2023
Virtual / Online Event
Community
Noon CST
Saving and Investing — A
Tuesday, March 28, 2023
Virtual / Online Event
Roadmap to Your Financial
Noon CST
Security
Additional times and locations may be added by written mutual agreement of the Parties within 30 days
and any such additional performance shall be subject to the terms and conditions of this Agreement as
though the performance was included on Exhibit A at the time of execution.
Professional Services Agreement — Exhibit A Page 5 of 6
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
United States Securities & Exchange Commission
Fort Worth Regional Office
801 Cherry Street, 19"' Floor
Fort Worth, TX 76102 "
Execution of this Signature Verification Form ("Form") her6by certifies that the following
individuals and/or positions, have the authority to legally bind SEC and to execute any agreement,
amendment or change order on behalf of SEC. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of SEC. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with SEC. SEC will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
City is entitled to rely on any current executed Form until it receives a revised Form that has been properly
executed by SEC.
1.
Name:
Position:
Signature
2.
Name:
Position:
Signature
3.
Name:
Position:
Signature
Name:
Sig ature of SEC CWitracting Officer
Other Title:
Date: February 1, 2023
Professional Services Agreement — Exhibit B Page 6 of 6