Loading...
HomeMy WebLinkAboutContract 62073CSC No. 62073 AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES ("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 its duly authorized Assistant City Manager, and INTERNATIONAL SISTER CITIES ASSOCIATION OF FORT WORTH INC., a non-profit Texas corporation (hereinafter referred to as "Contractor"), acting by and through its duly authorized Executive Director. RECITALS WHEREAS, since 1985, the Fort Worth Sister Cities program has been fostering relationships between the City of Fort Worth and communities around the globe; and WHEREAS, these relationships provide a public benefit by promoting kourism and understanding, contributing to the overall cultural vitality of the community, and providing educational and business opportunities for the City of Fort Worth and its citizens; and WHEREAS, City wishes to engage Contractor to continue to provide services in connection with the Sister Cities program. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as fol lows: AGREEMENT SCOPE OF SERVICES. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, the following services and objectives (collectively the "Services"): coordination of cultural, educational, business and sports exchanges between the City and its Sister Cities counterparts; coordination of ineeting facilities, hotel accommodations, and travel plans in conjunction with Sister Cities activities; attendance at meetings as requested by City officials; and other services relating to Sister Cities activities as the City may request from time to time. COMPENSATION. In consideration of the Services to be performed under the Agreement, the City shall pay Contractor in one installment the sum total of Fifty Thousand ($50,000.00) ("Base Funds) for the Initial Term and for each Renewal Term. In addition, if Contractor is able to provide documentation demonstrating to the reasonable satisfaction of the City that Contractor has raised New Private Contributions of at least $50,000.00 during the Initial Term or during an individual Renewal Term that it had not raised during the immediately preceding contract year, then City shall pay Contractor, in one installment, an additional sum of Fifty Thousand ($50,000.00) ("Additional Funds"). For purposes of this paragraph, "New Private Contributions" may consist of either (i) a net increase of total private contributions as compared to the prior year or (ii) one or more funding sources that the Contractor did not receive during the prior year, including an additional grant amount from a prior donor. The Base Funds and Additional Funds may be collectedly referred to in the Agreement as the "Funds.". FINANCE-RELATED REPORTING. a. Contractor shall deliver to the City Manager's Office an Annual Statement of the receipts and expenditures of Funds detailing how the Funds were expended by Contractor to accomplish performance of the Services. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX b. Each Annual Statement must be prepared and signed by a Certified Public Accountant. c. Each Annual Statement must be submitted to the City Manager's Office not later than the 15t'' day of the first month after the end of each year. Therefore, each respective Annual Statement must be submitted not later than October 15'h of each year. 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. In addition, failure to comply with Section 3 or any other term of this Agreement may result in forfeiture of grant monies not yet disbursed and/or required reimbursement of all monies awarded. e. At the time of execution of this Agreement and on or before May 1 of each year thereafter, the Contractor shall provide the City with a copy of the IRS Form 990 or other document that the Contractor submits to the Internal Revenue Service to maintain its status as a tax-exempt entity; such documentation shall be provided to the City at the address specified below under Notices 4. REPORTING OF SERVICES. Not later than the 15'h day of the first month after the end of the Fiscal Year, Contractor shall submit to the City Manager's Office a report of Services provided during the preceding Fiscal Year, and each such Annual Award Report shall be attached hereto, incorporated herein, and made a part of this Agreement for all purposes. Therefore, each respective the Annual Services Report must be submitted not later than October 15'h of each year. 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 sha11 govern services during the one-year term beginning October 1, 2024 and ending September 30, 2025 (the "Initial Term") and may be renewed by mutual written agreement for up to four additional terms of one year each (each a"Renewal Term"). The Initial Term and Renewal Terms are referred to generally herein as the term. 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. As to the City's perFormance of the obligations in this Agreement, Contractor acknowledges and agrees that the City is a governmental entity, and because of statutory, constitutional and City Charter provisions, it cannot commit to the funding of the City's obligations described herein beyond each fiscal year. Therefore, the funding obligations of the City described herein are subject to and conditioned upon the City Council of the City appropriating for each fiscal year sufficient funds to satisfy such obligations. 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 that Contractor has received under this Agreement for purposes of discretionary distribution but that it not otherwise committed or encumbered by contract. Agreement for Seivices - CFW / Sister Cities FY2025 Page 2 of 9 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. 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 appfy 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. 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, 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, whefher or not caused, in whole or in part, bv alle_qed ne_qlipence of officers, aqents, servants, emplovees, 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 andlor 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 andlor the operations, activities, and services described herein, whefher or not caused in whole or in part, by alleqed neqliqence of officers, aqents, servanfs, employees, confractors, or subcontracfors of cify. 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, bv alleqed ne_qli_qence of officers, aqents, servants, emplovees, confractors, or subconfractors of cifV. 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 in�urv, death, damaqe, or /oss is caused by Cify's sole or concurrent negliqence. 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. This Section shall survive the expiration or termination of this Agreement. 9. 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 Agreement for Services - CFW / Sister Cities FY2025 Page 3 of 9 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. 10. 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. 11. 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. 12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Contractor, its officers, agents, employees, and subcontractors shall abide by and comply with all federal, state, and local laws, 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. 13. 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. 14. INSURANCE. Contractor shall procure and shall maintain throughout the term of this Agreement the following insurance coverage: 1. Commercial General Liability (CGL): $1,000,000.00 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 LiabilitV or Directors & Officers Liability: $1,000,000.00 per occurrence, with a$1,000,000.00 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 workers' compensation or accident/medical insurance, if required) 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 Texas Workers' Compensation Act and shall provide sufficient compensation insurance to protect Contractor and City from and against any and all Workers' Compensation claims arising from the work and services provided under this Agreement. Agreement for Seivices - CFW / Sister Cities FY2025 Page 4 of 9 15. 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 or 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 such subcontractor involving transactions relating to the subcontract or this Agreement, 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 shall survive the expiration or termination of this Agreement. 16. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with 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, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 17. 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: Valerie Washington City Manager Office City of Fort Worth 100 Fort Worth Trail (fka 100 Energy Way) Fort Worth, Texas 76102 (817) 392-6192 Mae Ferguson President/CEO InternaYl Sister Cities Assoc. of Fort Worth, Inc. 908 Monroe Street, Fifth Floor Fort Worth, Texas 76102 (817) 632-7104 with copy to City Attorney at same address 18. NO WAIVER. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right conferred herein 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. 19. 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 during the time in which this Agreement is in effect, Contractor hereby agrees immediately to make full disclosure to the City in writing. Agreement for Seivices - CFW / Sister Cities FY2025 Page 5 of 9 Contractor, for itself, its officers, agents, and employees, further agrees that it shall treat all information provided to it by the City ("City Information") 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. 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 MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement. 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 of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (each a "Force Majeure EvenY'), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 22. 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. 23. COMPLIANCE WITH CERTAIN STATE LAWS. To the extent this Agreement constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, by signing this Agreement, Contractor certifies that neither Contractor, nor any wholly owned subsidiary, majority-owned subsidiary, parenf company, or affiliate of Contractor: (i) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Governmenf Code, or Subchapfer F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Compfroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" in this paragraph has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. Contractor 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreemenf, Contractor certifies thaf Contractor's signafure provides written verificafion to the City that Confractor: (1) does not boycoft Israel; and (2) will not boycoft Israel during fhe term of the Agreement. Contractor further acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of Agreement for Seivices - CFW / Sister Cities FY2025 Page 6 of 9 the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor' s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full- time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity," and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 24. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibit hereto. 25. ENTIRETY OF AGREEMENT. This written instrument (together with all exhibits and schedules attached hereto and incorporated herein) constitutes the entire understanding of the parties hereto concerning the subject matter and transaction addressed herein. Any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [SlGNATURES APPEAR ON FOLLOWING PAGE.] Agreement for Services - CFW / Sister Cities FY2025 Page 7 of 9 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: By: Valerie Washington (Oct 4, 2024 11:35 CDT) Valerie Washington Assistant City Manager Date: 10/04/2024 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. �7r By:---------­Kimberly Tyler Jannette S. Goodall City Sero7b4/2024 Date: _____________ _ APPROVED AS TO FORM AND LEGALITY: 7)1•• {'ffr,v Denis C. McElroy Assistant City Attorney Date: 1 0/04/2024 CONTRACT AUTHORIZATION: No M&C Required Agreement for Se1vices -CFW / Sister Cities FY2025 INTERNATIONAL SISTER CITIES ASSOC. OF FORT WORTH, INC.: Mae Tot:ftl1Jo11 B Mae Ferguson (Oc;:202410:54 CDT) y: -----------­Mae Ferguson PresidenUCEO Date: 10/04/2024 Page 8 of9 STATE OF TEXAS COUNTY OF TARRANT 0 � BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Mae Ferguson, 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 International Sister Cities Association of Fort Worth, Inc. and that he/she executed the same as the act of said International Sister Cities Association of Fort Worth, Inc. for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �Unde M. Hlrnfn9er My Co Z�2�2�26 Explres � Nota1y ID 12414d746 STATE OF TEXAS COUNTY OF TARRANT 0 0 ,� t� day of l.�C� , A.D. 2024. r t�G� � / �' � - � �'?�%�-t��'� �1 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 Valerie Washington, 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 �� day of C%�"• , A.D. 2024. "' Linda M. Hirrlinper � * My CommlcSfon Bxpires 2/2I2026 Notary ID 12414di46 :�u�� -wl _ ��G� Notary Public in and for the State of Texas Agreement for Seivices - CFW / Sister Cities FY2025 Page 9 of 9