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HomeMy WebLinkAboutContract 41519 (2)d k Iftc2CRETARY AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between THh7 CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas (hereinafter referred to as "City"), acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and NORTH TEXAS LEADERS AND EXECUTIVES ADVOCATING DIVERSITY, a Texas non-profit corporation (hereinafter referred to as "Contractor"), acting by and through Gyna Givens, its duly authorized President and Executive Director. RECITALS WHEREAS, Contractor provides business leadership recruitment and diversity enrichment in Fort Worth companies; WHEREAS, the City desires to contract with Contractor to implement a business leadership recruitment and development program; and WHEREAS, Contractor will provide such services to citizens of Fort Worth. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. SCOPE OF SERVICES. Contractor agrees to provide assistance in identifying, attracting, and retaining the best talent for senior leadership positions in Fort Worth through special outreach efforts to those candidates who are under -represented in the targeted positions in the Fort Worth and Tarrant County areas. The specifics of these services are contained in Exhibit "A," attached and incorporated herein for all purposes incident to this Agreement ("Services"). 2. COMPENSATION. In consideration of the Services to be performed hereunder by Contractor City promises and agrees to pay Contractor in one installment the sum of Twenty Thousand dollars ($20,000) ("Funds"). The Funds shall be expended to perform the Services. 3. REPORTING OF EXPENDITURES. a. Contractor shall deliver to City a quarterly statement of its receipts and expenditures ("Quarterly Expenditure Report") of Funds detailing how the Funds were expended to accomplish performance of the Services. The quarterly statement shall be in the same format as the attached Exhibit "B," which is incorporated herein for all purposes, and each such Quarterly Expenditure Report shall be attached hereto, incorporated herein and made a part of this Agreement for all purposes. b. Each Quarterly Expenditure Report must be prepared and signed by (i) a representative of the Contractor that has received the Training for City of Fort Worth Fund Recipients: Reporting Requirements and Financial Tools Required to Complete the Reports ("Fiscal Training") or (ii) a Certified Public Accountant. If the Contractor deviates from this reporting requirement, the Contractor -will be considered in non-compliance with this Agreement. OFFICIAL. RECORD CITY SECRETARY Ft WORTH, 17 ra5alaa. c. Each Quarterly Expenditure Report must be submitted to the City on a quarterly basis at the end of each three-month period not later than the 15th day of the first month after the end of each quarter. Therefore each respective Quarterly Expenditure Report must be submitted not later than January 15, 2011, April 15, 2011, July 15, 2011 and October 15, 2011. d. Any non-compliance by Contractor under Section 3 of this Agreement may jeopardize the Contractor's ability to receive future funding from the City. 4. REPORTING OF SERVICES. Not later than the 15th day of the first month after the end of each three-month quarter during the term hereof, Contractor shall submit a report of Services ("Quarterly Services Report") to the City. Therefore, each respective Quarterly Services Report must be submitted not later than January 15, 2011, April 15, 2011, July 15, 2011 and October 15, 2011. Contractor shall be subject to a review by the City of its services and activities in performance of this Agreement. The Quarterly Services Report shall be in the same format as the attached Exhibit 'C " which is incorporated herein for all purposes and each such Quarterly Services Report shall be attached hereto, incorporated herein, and made a part of this Agreement for all purposes. 5. TERM AND TERMINATION. This Agreement shall be for a term beginning October 1, 2010 and ending September 30, 2011. a. Either party may cancel this Agreement upon thirty (30) days notice in writing to the other party of such intent to terminate. b. The City may terminate this Agreement immediately for any violation by Contractor of Section 3, "Reporting of Expenditures" or Section 4, "Reporting of Services," above. c. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder City will notify the 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. d. In the event of any termination under this Section 5, Contractor shall reimburse to City all Funds it has received, but not otherwise committed or encumbered by contract, under this Agreement. TRAINING. The Chief Executive Officer, Executive Officer, or Chief Financial Officer of Contractor shall receive Fiscal Training. Evidence of receipt of such training shall be submitted to the City. Contractor shall be responsible for training its representatives at its own cost and expense 7. RIGHT TO MONITOR SERVICES. Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the Services to be performed under this Agreement, and City shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 8. INDEPENDENT CONTRACTOR. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Contractor shall have exclusive control of and the exclusive right to control CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 2 of 11 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, employees, subcontractors, or program participants. 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 City. 9. LIABILITY AND INDEMNIFICATION. CITY SHALL IN NO WAY OR UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY PROPERTY BELONGING TO CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS OR PROGRAM PARTICIPANTS THAT MAY BE LOST, STOLEN, DESTROYED, OR IN ANY WAY DAMAGED. CONTRACTOR HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS CONCERNING SUCH PROPERTY. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY (INCLUDING DEATH) TO ANY AND ALL PERSONS OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED. IN WHOLE OR IN PART. BY ALLEGED NEGLIGENCE OF OFFICERS. AGENTS. SERVANTS. EMPLOYEES. CONTRACTORS. OR SUBCONTRACTORS OF CITY AND CONTRACTOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY (INCLUDING DEATH) TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART. BY ALLEGED NEGLIGENCE OF OFFICERS. AGENTS SERVANTS. EMPLOYEES. CONTRACTORS OR SUBCONTRACTORS OF CITY CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS. AGENTS. SERVANTS. EMPLOYEES. CONTRACTORS OR SUBCONTRACTORS OF CITY CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS 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 EVEN IF THE INJURY DEATH DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 10. MISAPPRORIATION OF FUNDS. 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, its officers agents servants, and employees, from and against any and all claims or suits resulting from such misuse, misapplication or misappropriation. CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 3ofII 11. CHARITABLE IMMUNITY. If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury (including death) to persons or property, Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against the City. 12. ASSIGNMENT AND SUBCONTRACTING. 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 or subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. 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 City. 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. 14. NON-DISCRIMATION COVENANT. Contractor, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion sexual orientation, ethnicity, color or national origin, 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 either Contractor, its agents, employees or subcontractors 15. INSURANCE. Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: 1. Commercial General Liability (CGLI $1 000,000 per occurrence, with a $2,000,000.00 annual aggregate limit, in a form that is acceptable to the City's Risk Manager 2. Non -Profit Organization Liability or Directors & Officers Liability: $1,000,000 per occurrence, with a $1 000,000 annual aggregate limit in a form that is acceptable to the City's Risk Manager. Contractor's insurer(s) must be authorized to do business in the State of Texas for the lines of insurance coverage provided and be currently rated in terms of financial strength and solvency to the satisfaction of the City's Risk Manager Each insurance policy required herein shall be endorsed with a waiver of subrogation in favor of the City. Each insurance policy required by this Agreement, except for policies of worker's compensation or accident/medical insurance shall list the City as an additional insured. City shall have the right to revise insurance coverage requirements under this Agreement Contractor further agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide sufficient compensation insurance to protect Contractor and City from and against any and all Worker's Compensation claims arising from the work and services provided under this Agreement. CFW / North Texas LEAD 1 itiative Services Agreement FY 2010-2011 Page 4 of 11 16. RIGHT TO AUDIT RECORDS. Contractor agrees that the City shall, until the expiration of three (3) years after final payment u nder this Agreement have access to and the right to examine, whether in hard copy or electronic format any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement. 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 o rder 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, whether in hard copy or electronic format, 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. This Section 16 shall survive the expiration of the term of this Agreement. 17. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 18. NOTICES. Notices and reports 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. Karen Marshall Director of Human Resources City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-7783 19. NO WAIVER. Gyna Bivens P resident and Executive Director N orth Texas LEAD 3017 Lou Menk Drive Fort Worth, Texas 76131 (817) 352-3664 The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Contractor's right to assert or rely upon any such term or right on any future occasion. 20. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractors services under this Agreement In the event that any conflicts of interest arise after the execution of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing Contractor, for itself and its officers, agents and e mployees, further agrees that it shall treat all information provided to it by the City as confidential and CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 5 of 11 shall not disclose any such information to a third party without the prior written approval of the City. Contractor shall store and maintain City information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 21. 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. 22. FORCE MAJEURE. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades insurrections; riots; epidemics public health crises earthquakes; fires; floods; restraints or prohibitions by any court board department commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, ' Force Majeure Event' ), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 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. 24. ENTIRETY OF AGREEMENT. This written instrument (together with all exhibits and attachments) 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. [SIGNATURES APPEAR ON FOLLOWING PAGE.] CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 6 of 11 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2010. ATTEST: nr\A Marty Hendrix City Secretary Pis, Date: ?Th\ ‘\:—ZeD C1 OA *it APR A� T� FORM AND LAI�6 i� Denis C McElroy / Assistant City Attorney Date: CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 7 of 11 CITY OF FORT WORTH ,.t By: 0Q ' Karen L. Montgomery s �, � Assistant City Manager ate: vlit?' Rill las 00 `'A' °°5 ,1/217 o CONTRACT AUTHORIZATION: flt t.C> M&C: None Required NORTH TEXAS LEADERS AND EXECUTIVES ADVOCATING DIVERSITY: Gyna Bvens President and Executive Director Date: • OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX t STAT f: OF T E)CAS COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Gyna Bivens, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same *as the act of the North Texas Leaders and Executives Advocating Diversity and that she executed the same as the act of said North Texas Leaders and hxecutives Advocating Diversity for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SFAL OF OFFICE this z 114 k day of 1/1 , A.D. 2010. (44,1' �_ tr . 1,1) G t.. V Notary Public in and for the State of Texas C toe '6 L JagweAoN ndxa uoissicuwoj Aw sexed_ Jo °leis `owind AJetoN I3d0d 'C1 3N17o6v3 •.s STATE E OF TEXAS COUNTY OF TARRANT § r 0 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Karen L. Montgomery, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City- of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ;AK day of Tilt., A.D. 2010. slr t t(' , _ (1V1 `AI AkQA.rcM Notary Public in and for the Sta e of Texas • CFW / North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 8of11 •\ • C),, 9 , ,` LINDA 1 IRRL(NQEA MY COMMISSION EXPIRES February 2, 2014 J-•--- 4I'S . {6,.I .P 0.•1 � i1��C \ .l. lip r a EXHIBIT "A" SERVICES LEAD's Purpose: The mission of the North Texas LEAD Initiative is to create a forum that will enable companies to develop and implement strategies for diversifying their corporate leadership, and achieve bottom -line business objectives. Participating companies and entities will identify their unique business opportunities for leadership diversity, the contributions that all employees can bring to the business, and the barriers that stand in the way of realizing this goal. Participants will then devise and implement strategies for overcoming these barriers to leadership diversity and engaging high -potential managers. North Texas LEAD Initiative will be responsible for conducting a Community -Wide Talent Search, which will identify and recruit a diverse pool of candidates with the skills and experiences needed to fill senior management positions. This ongoing search will result in a direct benefit to the Fort Worth and Tarrant County communities and to the participating North Texas LEAD Initiative Companies. The Community - Wide Talent Search to be performed by North Texas LEAD Initiative will include the following efforts: 1. North Texas LEAD Initiative will assist in identifying, attracting and retaining the best talent for senior leadership positions, with special outreach efforts to those candidates who are underrepresented in the targeted positions. 2. Attract and retain a highly skilled and talented workforce, which positively impacts many aspects of the community, including the educational system and the eventual employment talent pool. 3. The current workforce is changing and reflects a more diverse talent pool. North Texas LEAD Initiative will partner with other organizations in the City to develop an inclusive talent pool for the workforce in the City. 4. Through the North Texas LEAD Initiative an environment will be created in Fort Worth that is attractive to people of all groups. These talented people could eventually migrate to Fort Worth as they view our City as fair, progressive and a good place to work. 5. The North Texas LEAD Initiative and its participating companies will serve at least 50% of Tarrant County's residents directly and indirectly. The goal of such efforts is to increase opportunities for senior leadership positions in major Fort Worth corporations. Probable Outcomes: Through participation in the North Texas LEAD Initiative, the City of Fort Worth is providing an additional economic development tool for the entire City. This country's top professionals and business leaders will recognize a positive climate of diversity and inclusion in Fort Worth. They will also realize the opportunity to reach their full potential in Corporate America, prompting them to eventually migrate to this area. Having a well -trained and qualified workforce relocate or remain in the Fort Worth area has a direct and long-term economic impact on the entire community Such a development of the workforce could improve the quality of the educational system and the eventual talent pool of available employees. CFW /North Texas LEAD Initiative Services Agreement FY 2010-2011 Page 9 of 11 FORT WORTH EXHIBIT "B" - QUARTERLY AWARD REPORT THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TX 76102 Name: North Texas LEAD Address : 3001 Lou Menk Drive CFW Contract No.: 39584 CFW Fund Year : 2009-2010 Total Annual Allocation : $20,000.0C Percent of Total Budget : 25% Per Quarter Reporting Quarter Ending: Quarter 1 December 31 Quarter 2 March 31 Quarter 3 June 30 Quarter 4 September 30 Total Expense Classification: Benefits and Taxes $5,000.00 TOTAL EXPENSES: $5,000.00 Goals Sign - Preparei2tus_a_\ Signature -Award Administrator $0.00 $5,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,000.00 EXHIBIT "C" QUARTERLY SERVICES REPORT — FISCAL YEAR 2010-2011 Quarterly Report — Fiscal Year 2010-2011 Program Service Activities Three Month (Quarterly) Report to the City of Fort Worth (Period Covered) N umber of Companies Participating in North Texas LEAD Initiative During Quarter N umber of Candidates in LEAD Initiative as of Last Day of Quarter N umber of Candidates Interviewed for Positions in Fort Worth Companies During Quarter N umber of Candidates Interviewed for Positions in Tarrant County Companies Outside City During Quarter N umber of Positions Filled at FW and TC Companies with LEAD Candidates During Quarter N umber of Positions Filled at All Participating Companies with LEAD Candidates Dunng Quarter N umber of Candidates Interviewed for Positions with the City During Quarter N umber of Positions Filled at City with LEAD Candidates During Quarter Percentage of Tarrant County's Residents Served Directly by LEAD Participants During Quarter Percentage of Tarrant County's Residents Served Indirectly by LEAD Participants During Quarter