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HomeMy WebLinkAboutContract 59950C�014a05 6001= SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND PAUL PAINE This Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation organized under the laws of the State of Texas, Tarrant County (the "County"), a political subdivision of the State of Texas, and Paul Paine ("Contractor"), each individually referred to as a "party" and collectively referred to as the "parties". WHEREAS, the City and local stakeholders have discussed creating a nonprofit planning, advocacy, and management organization for the Historic Stockyards.; and WHEREAS, the City of Fort Worth desires to contract with Contractor to provide professional services, as outlined in Exhibit "A", to create Historic Fort Worth Stockyards, Inc. (HFWS) and to assist in developing the Fiscal Year 24 (FY24) Public Improvement District (PID) service and assessment plan; and WHEREAS, this Agreement will carry out a public purpose by supporting the formation of a nonprofit entity for the Stockyards PID and surrounding district, which will carry out the planning, advocacy, and management of the District, and adequate controls are in place to ensure that the public purpose is carried out; and WHEREAS, HFWS will be governed through the adoption ofbylaws, establishment of board of directors selected by the membership of the organization, and through hiring a permanent President to oversee the operations; NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements contained herein, the parties hereby covenant and agree as follows: AGREEMENT L Services. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all services consistent with the functions described in the attached Exhibit "A" and incorporated herein for all purposes (the "Services"). 2. Term. The term of this Agreement will be effective as of July 1, 2023 (the "Effective Date") and expire December 31, 2023, unless lawfully terminated earlier in accordance with the provisions ofthis Agreement (the "Term"). OFFICIAL RECORD Services Agreement between City offort Worth and CITY SECRETARY Paul Paine FT. WORTH, TX Page I of10 3. Fee. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor a total amount not to exceed $50,000.00. Contractor will deliver reports and invoices on a monthly basis during the Term of the Agreement. Payment to the Contractor will occur within 15 days following submission and approval of reports. Contractor will submit monthly reports (in a form reasonably acceptable to the City) detailing the activities and outcomes from services. Each report will include an outline of activities and outcomes associated with each service to be provided by Contractor. If Contractor fails to comply with this reporting requirement, the City will have the right to withhold any additional fee installments or to terminate this Agreement in accordance with Section 4. 4. Termination. Any party may, with or without cause, cancel this Agreement upon thirty (30) days written notice to the other parties of such intent to terminate. The failure of Contractor to submit activities and proposed measurable outcomes in accordance with Section 3. constitutes grounds for the City to terminate with cause. If the City exercises its right to terminate this Agreement prior to its expiration, Contractor's obligations under this Agreement shall continue until the date such termination actually takes effect. In the event of such termination, on the date of termination Contractor shall reimburse to the City all funds it has received, but not otherwise committed, earned by Services performed, or encumbered by contract, under this Agreement. If, on the date of termination, Services have been performed by Contractor but Contractor has not been reimbursed for such Services, City shall reimburse Contractor for the Services performed up to the date of termination. 5. Monitorina. Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the Services. City shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 6. Independent Contractor. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City of Fort Worth. Contractor shall have exclusive control of and the exclusive right to control the details of the services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondent superior shall not apply as between the City and contractor, its officers, agents, servants, Services Agreement between City of Fort Worth and Paul Paine Page 2 of 10 employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Contractor is in the paid service of the City of Fort Worth or Tarrant County. 7. Indemnification. CONTRACTOR AGREES TO AND SHALL RELEASE CITYAND COUNTY, THEIR AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CITY AND COUNTY, THEIR OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND AT ITS OWN EXPENSE, THE CITY AND COUNTY, THEIR OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, OR ATTEMPTED PERFORMANCE OF THIS CONTRACT AND AGREEMENT, AND/OR THE SERVICES PERFORMED HEREUNDER, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY AND COUNTY, THEIR OFFICERS AGENTS, SERVANTS OR EMPLOYEES. IN THE EVENT IT IS DETERMINED THAT CONTRACTOR HAS MISUSED, MISAPPLIED OR MISAPPROPRIATED ALL OR ANY PART OF THE FUNDS PROVIDED HEREUNDER, CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AND TARRANT COUNTY, THEIR OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS RESULTING FROM SUCH MISUSE, MISAPPLICATION OR MISAPPROPRIATION. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City and County in substantially the same form as above. This Section 7 shall survive the expiration or termination of this A6reement. 8. Assignment. Services Agreement between City of Fort Worth and Paul Paine Page 3 of 10 Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract or same without such prior written approval shall be void and constitute a breach of this agreement. 9. ComDliance with Law. Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of the City of Fort Worth. It is agreed and understood that, if City calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors, then Contractor shall immediately desist from and correct such violation. 10. Non -Discrimination. Contractor, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, transgender, gender identity or gender expression, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee, or employee -applicant has been discriminated against by the terms of such ordinance by either Contractor, its agents, employees or subcontractors. 11. Insurance. a. Contractor shall furnish a certificate of insurance as proof that it has secured and paid for a policy of public liability insurance covering all public risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. Such amounts shall be as follows: Bodily injury or death, per person $250,000 Bodily injury or death, per occurrence $500,000 Property damage, per occurrence $100,000 Services Agreement between City of Fort Worth and Paul Paine Page 4 of 10 With the understanding and agreement that such insurance amounts shall be revised upward at City's option and the Contractor shall revise such amounts within thirty (30) days following notice to Contractors of such requirements. The City of Fort Worth, its' Officers, Employees and Volunteers shall be named as an Additional Insured. This insurance shall not be canceled, limited in scope or coverage, or non -renewed, unless thirty (30) days prior written notice has been given to the City of Fort Worth. b. Contractor further agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 for each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. The policy shall be endorsed with a Waiver of Subrogation on behalf of the City of Fort Worth. 12. Fiscal Fundine Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 13. Audit. Contractor 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 any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. 14. Venue. Services Agreement between City of Fort Worth and Paul Paine Page 5 of 10 Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: Mr. Robert Sturns Economic Development Department City of Fort Worth 1150 South Freeway, Suite 106 Fort Worth, Texas 76104 (817) 392-2663 With copy to City Attorney's Office at 200 Texas Street Fort Worth, Texas 76102 16. Governmental Powers. Mr. Paul Paine 112 Crest Canyon Dr. Fort Worth, TX 76108 (817) 988 -2757 It is understood and agreed that by execution of this Agreement, the City or County does not waive or surrender any of its governmental powers. 17. No Waiver. The failure of the City or Contractor 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 the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. Prohibition on Contracting with Companies that Bovcott Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the 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" Services Agreement between City of Fort Worth and Paul Paine Page 6 of 10 and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 19. Amendments/Modifications. No modification or amendment of this Agreement shall be binding upon a party hereto unless such modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 20. 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. 21. Force Maieure. The City, County and Contractor 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 governmental law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 22. Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal 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. 23. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Services Agreement between City of Fort Worth and Paul Paine Page 7 of 10 24. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be considered an original, but such counterparts shall together constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original signature hereto. 25. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 26. Signature Authoritv. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Services Agreement between City of Fort Worth and Paul Paine Page 8 of 10 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples to be effective July 1, 2023. CITY OF FORT WORTH: Willi —Johnson �A 8. 202311:31 CDT) By. William Johnson Assistant City Manager Date: Aug 8, 2023 ATTEST: poi foRr�°a a'e'g �pPd By. Gann oEX 654ga Jannette Goodall ATTEST: By: N/A MR. PAUL PAINE: By: ctT l Paul Paine Date: 8/4/23 ATTEST: By. N/A APPROVED AS TO FORM AND LEGALITY: A,L11 By: Nico Arias (Aug 8, 2023 13:14 CDT) Nico Arias Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date: 8/15/23 Form 1295 Certification No.: 2023-1047261 Services Agreement between City of Fort Worth and Paul Paine Page 9 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONTRACT COMPLIANCE MANAGER: By signing below, I hereby acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements: By: Name of City Employee: Robert Sturns Title: Economic Development Director Services Agreement between City of Fort Worth and Paul Paine Page 10 of 10 FORT WORTH. EXHIBIT "A" Contractor will work during the contract period to create Historic Fort Worth Stockyards, Inc. , and to assist in developing the Fiscal Year 24 Public Improvement District (PID) service and assessment plan. Historic Fort Worth Stockyards, Inc. (HFWS) will be established as a private member funded 501(c)6 non-profit organization dedicated to working with the business leaders, property owners, stockholders, residents, elected leaders, and community groups to make the Fort Worth Stockyards districts a premiere destination for visiting, working, leisure, living, and shopping. HFWS will take over management of the PID once it is established. Deliverables File with the State of Texas for the establishment of HFWSI as a 501(c)6 or other entity as determined and agreed upon by the City. 2. Submit drafted Bylaws for review and comment by the City prior to approval by the Board of Directors and filing of the Bylaws and any other requirements with the Texas Secretary of State, respectively. Prepare FY24 PID Budget in coordination with City's PID Administrator by August 31, 2023. 4. Establish a Board of Directors for Historic Fort Worth Stockyards Inc., and submit the bylaws for approval by December 31, 2023. 5. Assist with planning efforts to support future growth of the Stockyards District and surrounding area. 6. Coordinate with City regarding opportunities for the use of incentives to support development in and around the Stockyards Historic District. 7. Coordinate with City on the review process of renovation and new development projects for the Stockyards Historic, Transition, and Edge areas. Services Agreement between City of Fort Worth and Paul Paine EXHIBIT B PAYMENT SCHEDULE City will pay Contractor a total amount of up to Fifty Thousand Dollars and Zero Cents ($50,000.00) for services described under this Agreement and Exhibit A. Contractor agrees that City will deliver payment after execution and acceptance of the services under this agreement. City will not make any payment before the services have been executed and accepted. If the services under this agreement do not conform to the specifications under this agreement, or are otherwise not accepted by City, then City will not be responsible for payment. Contractor will deliver reports and invoices on a monthly basis during the Term of the Agreement. Payment to the Contractor will occur within 15 days following submission and approval of reports. City will pay Contractor Fifteen Thousand Dollars ($15,000) upon execution of the agreement. The remaining Thirty -Five Thousand ($35,000) will be paid to Contractor by City in equal monthly installments beginning August 1, 2023 and ending on December 1, 2023. Following execution and acceptance of the services by the City, Contractor must provide the City with an invoice summarizing (i) the services executed, (ii) requesting payment, and (iii) listing the purchase order number on the invoice. If the City requires additional reasonable information, it will request the same promptly after receiving the above information, and the Contractor must provide such additional reasonable information to the extent the same is available. Invoices must be submitted to the City of Fort Worth by email at Supplierinvoices@fortworthtexas.gov or by mail to Attn: Accounts Payable, 200 Texas Street, Fort Worth, Texas 76102. Services Agreement between City of Fort Worth and Paul Paine