HomeMy WebLinkAboutContract 39675':STY SECRETARY
"'CNTRACT NO. �IJJS_
AGREEMENT FOR SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between THE 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
FORT WORTH MUSEUM OF SCIENCE AND HISTORY, a nonprofit Texas organization (hereinafter
referred to as "Contractor" or "Museum"), acting by and through Van A. Romans, its duly authorized
President.
RECITALS
WHEREAS, Contractor maintains a non-profit museum that promotes tourism and the convention and
hotel industry through performing activities to encourage tourists and convention delegates or registrants
to visit the city of Fort Worth; and
WHEREAS, the Museum is located in the city's Cultural District, which is an area frequented by tourists
and conventions; and
WHEREAS, maintenance of the museum serves a public purpose in promoting cultural activities which
benefit the Fort Worth community, and
WHEREAS, City and Contractor desire to enter into a contract for the Contractor to receive funding from
the City to perform certain activities to promote culture and tourism.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as
follows:
AGREEMENT
1. SCOPE OF SERVICES.
Contractor covenants and agrees to fully perform, or cause to be performed, with good faith
and due diligence, all objectives duties and obligations necessary to maintain a non-profit museum which
houses and exhibits geological, biological, and zoological collections; fosters a knowledge and
appreciation of history, are and science; and preserves objects and other education and aesthetic
opportunities for tourists, visitors and convention delegates in Fort Worth.
2. COMPENSATION.
In consideration of the Services to be performed hereunder by Contractor, the City promises
and agrees to pay Contractor one installment, which will not exceed the sum total of Five Hundred
Thousand Dollars ($500,000) ("Funds). The funds shall be expended to perform the Services as set
forth in Section 1 above.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, Tv X �
3. REPORTING OF EXPENDITURES.
a, Contractor shall deliver to the City's Budget Officer 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 "A," which is incorporated herein for all purposes, and each
such Quarterly Award 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 a representative of the
Contractor that has received the Training for Citv of Fort Worth Fund Recipients: Reportinq
Requirements and Financial Tools Required to Complete the Reports ("Fiscal Training") no
later than March 31, 2010, or by a Certified Public Accountant. If the Contractor deviates from
this reporting requirement, the Contractor will be considered in non-compliance with this
Agreement.
c. Each Quarterly Award Report must be submitted to the City's Budget Officer on a quarterly
basis at the end of each three-month period not later than the 15t" day of the first month after the
end of each quarter. Therefore, each respective Quarterly Award Report must be submitted no
later than January 15, 2010, April 15, 2010, July 15, 2010 and October 15, 2010.
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 151" 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, 2010,
April 15, 2010, July 15, 2010 and October 15, 2010. Contractor shall be subject to a review by the City of
its services and activities in performance of this Agreement.
5. TERM AND TERMINATION.
This Agreement shall be effective as of October 1, 2009 and end September 30, 2010
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.
6. TRAINING.
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
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The Chief Executive Officer, Executive qfficer, or Chief Financial Officer of Contractor shall
receive Fiscal Training no later than Dec.„,Ldi J- f, 2009. Evidence of receipt of such training shall be
submitted to the City's Budget Officer. 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
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 respondeat superior shall not apply as between the City and
Contractor, its officers, agents, servants, 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 City.
8. LIABILITY AND INDEMNIFICATION.
CITY SHALL IN NO WAY OR UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY
PROPERTY BELONGING TO CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES OR
SUBCONTRACTORS, WHICH 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, OR LICENSEES, 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
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
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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.
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, 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 (CGL): $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 Oroanization 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.
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
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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.
16. RIGHT TO AUDIT RECORDS.
Contractor agrees that the City shall, until the expiration of three (3) years after final payment
under 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
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, 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 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:
Horatio Porter
Budget Officer
City of Fort Worth
1000 Throckmorton St.
Fort Worth, Texas 76102
(817) 392-8518
19. NO WAIVER.
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
Page 5 of 9
Van A. Romans
President
Fort Worth Museum of Science and History
1501 Montgomery Street
Fort Worth, Texas 76104
(817) 255-9504
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 Contractor's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby
agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and 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.
The City 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 (force majeure),
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.
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 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 / Fort Worth Museum of Science and History
Services Agreement
FY2010
Page 6 of 9
IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth,
Tarrant County, Texas, to be effective October 1, 2009.
ATTEST:
Marty endrix p
City Secretary aA
Date: 1 �1 0l`z.0tt
APPROVED AS TO FORM AND
Maleshia B.�Farmer
Assistant City Attorney
Date:
ATTEST:
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
Page 7 of 9
CITY OF FORT WORTH
aKaren L. Mon orneryg
00Ak" ssistant City Manager V
a �1
o°
.,cd0b6RACT AUTHORIZATION:
MBC: C-23955
Date Approved: 12/8/09
FORT WORTH MUSE SCIENCE AND
HISTORY %
By:
Van A. Romans
Presi nt
Date:
! j
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared Van A. Romans, 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 Fort Worth Museum
of Science and History and that he/she executed the same as the act of said Fort Worth Museum of
Science and History for the purpose and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �� day of -j"UaTA.D. 2010.
r
REBECCA ROJAS
r4otary Public, State of Texas
My Commission Expires
December 19, 2013
F,
STATE OF TEXAS §
COUNTY OF TARRANT §
Notary Public in and for the State of Texas
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
CFW / Fort Worth Museum of Science and History
Services Agreement
FY2010
Page 8 of 9
day of , A.D. 2010,
Notary Public in and for the State of Texas
FORT WORTH
EXHIBIT "A" - QUARTERLY AWARD REPORT
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TX 76102
Name:
Address
CFW Contract No.
CFW Fund Year:
Total Annual Allocation
Percent of Total Budget:
Reporting Quarter Ending: Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total
December 31 March 31 June 30 September 30
Expense Classification: $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
TOTAL EXPENSES: $0.00 $0.00 $0.00 $0.00 $0.00
Emma bmwMill
Goals
Signature - Preparer Date Signature -Award ,administrator Date
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/8/2009
DATE: Tuesday, December 08, 2009 REFERENCE NO.: C-23955
LOG NAME: 02MUSEUMOFSCIENCE FY2010
SUBJECT:
Authorize the Execution of a Contract in an Amount Not to Exceed $500,000.00 with the Fort Worth Museum
of Science and History to Promote Artistic and Cultural Activities
� soc i u_ u _ t `
It is recommended that the City Council authorize the execution of a contract in an amount not to exceed
$500,000.00 with the Fort Worth Museum of Science and History to promote artistic and cultural activities.
DISCUSSION:
During the Fiscal Year 2010 budget process, the City Council authorized funding to support capital
improvements at the Fort Worth Museum of Science and History. The Fort Worth Museum of Science and
History promotes arts and cultural activities to help the City promote tourism and the convention and hotel
industries. The Museum is a facility where geological, biological and zoological collections are housed. The
Museum is active in increasing knowledge by offering instruction and opportunities for aesthetic enjoyment.
The preservation of objects of historic, artistic and scientific interest fosters an appreciation of history and
science within Fort Worth and surrounding areas.
It is recommended that a contract be executed between the City of Fort Worth and the Fort Worth Museum of
Science and History for the period beginning October 1, 2009 and ending September 30, 2010.
FISCAL INFORMATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of die General Fund.
CERTIFICATIONS:
Submitted for Citv Manager's Office bX.:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1. m&cprob.pdf
FROM Fund/Account/Center�
GG01 539120 090600Q
Karen Montgomery (6222)
Horatio Porter (2379)
Horatio Porter (2379)
$500.000.00