Loading...
HomeMy WebLinkAboutContract 60455CSC No. 60455 October 25, 2023 Robert Denkhaus Fort Worth Nature Center and Refuge 9601 Fossil Ridge Rd Fort Worth, TX 76135-9148 Dear Rob, This letter constitutes an agreement between Fort Worth Nature Center and Refuge (FWNCR) and the Association of Nature Center Administrators (ANCA) and confirms our mutual understanding of the terms and objectives of our engagement. As a service to nature centers and similar institutions, ANCA organizes and provides teams of its members to consult with and advise them on various aspects of institution management. FWNCR has requested such a Consult. ANCA agrees to provide a Consult Team to FWIVCR to address the following key issues: • SWOT analysis to identify the organization's Strengths, Weaknesses, Opportunities, and Threats, in particular as they respond to increased visitation and as they prepare for a new master plan/RFP process in the future (Priority). • Interpretive center (not meeting current or future needs; look at possible updates, new location/new building, and/or ideas for this) • Programming ideas/trends - both in terms of diversifying the way they interact with the public, how to incorporate technology into programming, and how to become the hub for all things nature in Texas. • Marketing ideas The following paragraphs describe the nature and limitations of the services we will provide and spell out the responsibilities of FWNCR. The Consult Team: • ANCA will organize a Consult Team of volunteer ANCA members whose skills and experience are best suited to address the above issues. • ANCA will appoint a Team Leader to coordinate the Team's activities and be responsible for all communications with FWNCR. Team Leader for this Consult Team will be Kristin Smith, Recreation Manager, Tualatin Hills Park & Recreation District. • FWNCR will appoint a Representative as the primary liaison with the Consult Team Leader. FWNCR representative will be Robert Denkhaus. ANCA Peer Consult Contract with Forth Worth Nature Center & Refuge, November 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rooted in experience. Reaching for excellence. The Site Visit: • Before the Consult, the Team Leader and Host Representative will jointly develop and agree upon an agenda for the Consult, including (as necessary) site inspections, discussions with staff, board members, volunteers, and other stakeholders, and other elements as required. • The Consult Team will arrive at FWIVCR on November 9, 2023, and depart on November 12, 2023. Work Product and Deliverables: • Within thirty business days following the completion of the site visit, the ANCA Consult Team will provide a written report summarizing the Consult and their opinions and recommendations. Costs to FWNCR: • FWNCR will reimburse reasonable travel costs for the Consult Team members, including (if applicable) air fare, bus fare, train fare, taxi fare, mileage reimbursement for personal car use at the current IRS mileage allowance, parking fees, tolls, rental car fees, and related costs. FWNCR will also provide and/or pay for or reimburse lodging for Consult Team members at a mutually agreeable location and meals for Consult Team members during the Consult Period and travel time. Consult Team members will submit their receipts to the ANCA office. The ANCA office will send a single invoice to FWNCR, and copies of receipts are available upon request. • FWNCR will cover miscellaneous expenses, to be agreed upon before or during the Consult. • FWNCR will pay ANCA a fee of $3,750, due upon receipt of the final report ("Final Report Fee"). Disclaimer of Warranty; Limitation of Liability; Arbitration The conclusions expressed in this report are those of the volunteer members of the consulting team that worked on the project. They do not represent a formal opinion of ANCA. The work is based on information provided by others during the course of the project that we have not independently verified. We cannot be responsible for its accuracy. We encourage management to review and test our logic and underlying facts as available to, understood, and presented by the team and ensure it concurs before acting on those conclusions. The team cannot be responsible for errors or omissions in the report or for outcomes based on implementing recommendations of the report. The client's management retains such responsibility. Possession of this report does not carry with it the right of publication. This report will not be presented to third parties in its entirety, and no abstracting of the report will be made without first obtaining the permission of ANCA. Except as stated in this section, ANCA makes no warranties, express or implied, including any implied warranty of inerchantability, fitness for a particular purpose, or warranty against infringement. In no event shall ANCA be liable to FWNCR or any third party for consequential or incidental damages arising out of or relating to this agreement, even if ANCA is advised of the possibility of such damages. In no event shall ANCA be liable for actual damages or losses in excess of the final report fee. ANCA Peer Consult Contract with Forth Worth Nature Center & Refuge, November 2023 This Agreement will be construed and governed by the laws of the State of Utah. Any controversy or dispute between the parties relating directly or indirectly to this Agreement, whether based on contract, tort, strict liability, or other legal theory, shall be settled by binding arbitration under the American Arbitration Association Rules. Arbitration shall be held in Logan, Utah by one arbitrator who knows about the services provided hereunder and is an attorney. If this letter correctly expresses your understanding, please sign where indicated and return it to us. We look forward to assisting you and supporting the important work you do! Sincerely, The Association of Nature Center Administrators �� ANCA Representative Jen Levy, Executive Director ���� FWNCR Representative Name: Jesica McEachern Title: Assistant City Manager, City of Fort Worth ANCA Peer Consult Contract with Forth Worth Nature Center & Refuge, November 2023 ADDENDUM TO PEER CONSULTATION AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ASSOCIATION OF NATURE CENTER ADMINISTRATORS This Addendum to Peer Consultation Agreement ("Addendum") is entered into by and between ASSOCIATION OF NATURE CENTER ADMINISTRATORS ("ANCA") and the City of Fort Worth ("City"), collectively the ("Parties"), for peer consultation services with regard to the Fort Worth Nature Center and Refuge. The Contract documents shall include the following: 1. The Peer Consultation Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Peer Consultation Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the Parties hereto, that the Parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall be effective beginning on November 9, 2023 and expire on November 12, 2023, unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the Parties. 2. Termination. a. Convenience. Either City or ANCA may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, ar other time frame as agreed to by the Parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. c. Fiscal Fundin� Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify ANCA of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Addendum to Peer Consultation Agreement Page 1 of 5 d. Duties and Obli�ations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay ANCA for services actually rendered up to the effective date of termination and ANCA shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, ANCA shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event ANCA has received access to City information or data as a requirement to perform services hereunder, ANCA shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the Parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City obj ects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunit�. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Indemnitv. To the extent the Agreement requires City to indemnify or hold ANCA or any third party harmless from damages of any kind or character, City agrees only to indemnify ANCA to the extent allowed by law. 7. No Debt. In compliance with Article ll§ 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify ANCA. It will be the responsibility of ANCA to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Addendum to Peer Consultation Agreement Page 2 of 5 9. Addendum Controllin�. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 10. Immi�ration Nationalitv Act. ANCA shall verify the identity and employment eligibility of its employees who perform wark under this Agreement, including completing the Employment Eligibility Veriiication Form (I-9). Upon request by City, ANCA shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ANCA shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ANCA employee who is not legally eligible to perform such services. ANCA SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ANCA, ANCA'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to ANCA, shall have the right to immediately terminate this Agreement for violations of this provision by ANCA. ll. No Bovcott of Israel. If ANCA has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. ANCA acknowledges that in accordance with Chapter 2271 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" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, ANCA certiiies that ANCA's signature provides written verification to the City that ANCA: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 12. Right to Audit. With the exception of goods and services that are donated by ANCA, or for which City has not paid any funds, ANCA agrees that City shall, until the expiration of three (3) years after iinal payment under the Agreement, have access to and the right to eXamine any directly pertinent books, documents, papers and records of ANCA involving transactions relating to the Agreement. ANCA agrees that City shall have access during normal working hours to all necessary ANCA facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give ANCA reasonable advance notice of intended audits. 13. Electronic Si ng atures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 14. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Addendum to Peer Consultation Agreement Page 3 of 5 Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the Parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status if requested by ANCA. (signature page follows) Addendum to Peer Consultation Agreement Page 4 of 5 IN WITNESS WHEREOF, the Parties have executed this Addendum to Peer Consultation Agreement in multiples. CITY: By: �����v Name: Jesica McEachern Title: Assistant City Manager ANCA: � sy: Name: Jen evy Title: Executive Directar Date: NOV 10� 2�23 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: ���� By: Name: Richard Zavala Title: Director Park & Recreation Department � ���«�� � By: Name: Kelli Pickard Title: Assistant Director Park & Recreation Department Approved as to Form and Legality: 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. �obet-t �e�rl�G�ar� BV: Robert Denkhaus (Oct31, 20231210 CDT) > Name: Robert Denkhaus Title: Nature Center Manager Park & Recreation Department p�4F FORT�°a 0o�°" �ppd City Secretary: ��� -�o C�������,,""�'��������`��,,��^'�',,`..^"""`-� � .�� °d����=a J dAQu nEXAsaa.� By: Name: Jannette S. Goodall Title: City Secretary �� BV: Nico Arias (Oct31, 2023 11:10 CDT) > Name: Nico Arias Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Peer Consultation Agreement Page 5 of 5