HomeMy WebLinkAboutContract 60018CSC No. 60018
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 its duly -authorized Assistant City Manager, and the
PARTNER RESOURCE NETWORK, INCORPORATED ("PRN"), acting by and through its
duly -authorized Public Affairs Specialist, each individually referred to as a "party" and
collectively referred to as "parties".
AGREEMENT DOCUMENTS:
The Agreement documents includes 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 control.
1. Scope of Services. PRN will provide workshops designed to empower families of
children and youth with disabilities to the residents of the City of Fort Worth and 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 will begin on the date signed by the Assistant City Manager
below ("Effective Date") and expire on December 31, 2024 ("Expiration Date"), unless terminated
earlier in accordance with this Agreement or modified by both parties in writing to extend the term.
This Agreement may be renewed under the same terms and conditions annually upon mutual
agreement of the parties.
3. Compensation. PRN will provide the workshops at no charge to City. City will not be
required to pay any cost, fee, or charge of any nature for the services. City represents that for, and
in consideration of, its obligations under this Agreement that PRN is providing a unique and
important experience free -of -charge for the citizens of Fort Worth. PRN represents that, for, and
in consideration of, its obligations under this Agreement, City is providing a space for such
OFFICIAL RECORD
Professional Services Agreement — City & PRN CITY SECRETARY Page 1 of 6
FT. WORTH, TX
workshops 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 PRN 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
will have the right to audit the financial and business records of PRN 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 thereafter. It is expressly understood that no money is being
exchanged as part of this Agreement.
6. Compliance with Laws, Ordinances, Rules and Regulations. PRN agrees that in the
performance of its obligations hereunder, it will 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 PRN of any violation of such laws, ordinances, rules or regulations,
PRN will immediately desist from, and correct, the violation.
7. Notices. Notices required pursuant to the provisions of this Agreement will 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 PRN:
City of Fort Worth Partner Resource Network, Incorporated
Attn: Jesica L. McEachem, Assistant City Mgr. Attn: Teresa Howell, Executive Director
200 Texas Street 2032 82nd Street Ste. 102
Fort Worth, TX 76102-6314 Lubbock, TX 79423-2394
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 PRN to insist upon the performance of any term or
provision of this Agreement, or to exercise any right granted herein will not constitute a waiver of
City's or PRN'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 will not in any
way be affected or impaired.
Professional Services Agreement — City & PRN Page 2 of 6
11. Force Maieure. City and PRN will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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, will 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 to be resolved against the drafting party will not be employed in the
interpretation of this Agreement or Exhibits A and B.
14. Amendments / Modifications / Extensions. No amendment, modification, or
extension of this Agreement will 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 and B, contains the
entire understanding and agreement between City and PRN, 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 will, for all purposes, be deemed an original, but all such counterparts will together
constitute one and the same instrument.
17. 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. This Agreement and any amendment hereto, may be executed by any authorized
representative of PRN whose name, title and signature are affixed on the Verification of Signature
Authority Form, which is attached hereto as Exhibit `B". Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
(signature page follows)
(remainder of page intentionally left blank)
Professional Services Agreement — City & PRN Page 3 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: C�A�
Jesica L. McEachern
Assistant City Manager
Date: 08/30/2023
PARTNER RESOURCE NETWORK,
INCORPORATED:
Teresa Howell
Executive Director
Date: 08/28/2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
APPROVAL RECOMMENDED:
By:
Marilyn Marvin
Interim Library Director
APPROVED AS TO FORM AND
LEGALITY:
By:
Andrea Phillips
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
FORM 1295:
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:
Timothy Shidal
Administrative Services Manager
ATTEST:
By: U
Jannette Goodall
City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement — City & PRN Page 4 of 6
EXHIBIT A
SCOPE OF SERVICES
The Partner Resource Network, Incorporated ("PRN") will provide workshops designed to
empower families of children and youth with disabilities to the residents of the City of Fort Worth
and patrons of the Fort Worth Public Library. Events will be provided in both English and Spanish.
PRN will supply handouts to effectuate the Event at PRN's sole discretion.
PRN will collaborate with the City in promotion of the Performance. PRN may provide
photographs and/or biographies of its Presenters and if it does, PRN grants permission to the City
to use those items for the purposes of marketing the program.
City agrees to provide a clean, climate -controlled, and well -lighted venue for each Event. City will
promote Events through various media channels to generate public interest and encourage
attendance.
PRN agrees to provide a presenter for the first scheduled Event listed below:
EVENT
The Ten Basic Steps of
Special Education 11 Los 10
Puntos Basic
EVENT DATE / TIME
Monday, November 6, 2023
6:30 p.m. CST
60 Minute Event
EVENT LOCATION
Summerglen Branch Library
4205 Basswood Blvd
Fort Worth, Texas 76137
Additional times and locations may be added by the written mutual agreement of the parties within
30 days and any such additional performance will be subject to the terms and conditions of this
Agreement as though the performance were included on Exhibit A at the time of execution.
PRN agrees to arrive at Event Location no later than thirty minutes (30) prior to start time on Event
Date. In the event that PRN will not be able to arrive by ten minutes (10) prior to start time on
Event Date, PRN agrees to contact Minerva Gates at 817-584-7322 as soon as PRN is aware of
any delays.
Professional Services Agreement — City & PRN — Exhibit A Page 5 of 6
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Partner Resource Network, Incorporated ("PRN")
Attn: Teresa Howell, Executive Director
2032 82nd Street Ste. 102
Lubbock, TX 79423-2394
Execution of this Signature Verification Form ("Form") hereby certifies that the
following individuals and/or positions have the authority to legally bind PRN and to execute any
agreement, amendment or change order on behalf of PRN. Such binding authority has been granted
by proper order, resolution, ordinance or other authorization of PRN. City is fully entitled to rely
on the warranty and representation set forth in this Form in entering into any agreement or
amendment with PRN. PRN 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 PRN.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Teresa Howell
Title: Executive Director, PRN
Date: 08/28/2023
Professional Services Agreement — City & PRN — Exhibit B Page 6 of 6