Loading...
HomeMy WebLinkAboutContract 29237 - CITY SECRETAliv CONTRACT No FUNDING AGREEMENT BETWEEN CITY OF FORT WORTH AND INTERNATIONAL SISTER CITY ASSOCIATION OF FORT WORTH, INC. This FUNDING AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in Tarrant and Denton Counties, Texas, whose business address is 1000 Throckmorton, Fort Worth, TX 76102, acting by and through Charles Boswell, its duly authorized Assistant City Manager, and the INTERNATIONAL SISTER CITY ASSOCIATION OF FORT WORTH, INC. (the "Association"), a Texas not-for-profit corporation, acting by and through Mae Ferguson, its duly authorized Executive Director. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. FUNDING AND SCOPE OF SERVICES. Pursuant to V.T.C.A., Tax Code Chapter 351 and the Code of the City of Fort Worth ("City Code") § 32-17, the City agrees to pay Association during the term of this Agreement quarterly installment, which will not exceed the total of Four Hundred Twelve Thousand Dollars ($412,000) from revenue generated by the City's hotel occupancy tax. In return, Association will promote tourism and the convention and hotel industries. Specifically, Association will coordinate all activities involving the City and its Sister Cities. For example, Association will coordinate cultural, educational and athletic exchanges. Association shall also coordinate meeting facilities, hotel accommodations and travel plans in conjunction with sister City activities. In addition, Association shall perform other services in connection with Sister Cities activities as the City may request from time to time and shall attend all meetings as requested by City officials. Association agrees that expenditures of any funds received hereunder shall be for purposes that fully comply with the requirements of V.T.C.A., Tax Code § 351.101. In performance of such services, Association commits to meet service performance criteria as set out in Exhibit A attached hereto and incorporated herein for all purposes incident to this contract. 2. TERM OF AGREEMENT AND TERMINATION. (a) This agreement shall commence on October 1, 2003, and end on September 30, 2004. The City may terminate this agreement for cause by giving Association written notice not less than thirty(30) days prior to the effective date of such termination. (b) If the City exercises its right to terminate this agreement prior to its expiration, Association's obligations to the City under this agreement shall continue until the date such termination actually takes effect. On the date of termination, Association shall reimburse to the City all funds it has received, but not encumbered by contract,pursuant to this Agreement. (c) In the event that no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Association of such occurrence and this Contract 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. 3. PERFORMANCE. (a) In accordance with V.T.C.A., Tax Code § 351.101(f), Association agrees that the funds received hereunder may be used for day-to-day operations, supplies, salaries, office rental, travel expenses, and other administrative costs only if those administrative expenses are incurred directly in the promotion and servicing expenditures authorized under Tax Code 351.101(a). (b) Association further agrees that it will maintain all funds received hereunder in a separate account. Association shall not commingle such funds with any other funds or maintain such funds in any other accounts. In addition, Association's expenditure of such funds shall strictly be in accordance with its Budget, attached as Exhibit A and incorporated herein by reference for all purposes. Association understands and agrees that upon the acceptance of funds hereunder, a fiduciary duty is created with respect to the expenditure of such funds. (c) Association shall submit quarterly financial reports to the City that reflect all receipts and disbursements of funds received pursuant to this agreement. In addition, within thirty(30) days following the end of the City's fiscal year, Association shall submit to the City an annual financial report that reflects all receipts and disbursements of such funds received during the term of this Agreement and that sets forth all other material information pertaining to the financial activities and financial condition of the.Association. (d) Association shall submit quarterly service performance reports to the City that reflect services and activities undertaken by Association in performance of this contract. Each report will be signed by a duly authorized agent of Association. In addition, within thirty (30) days following the end of the City's fiscal year, Association shall submit to the City an annual service performance report that reflect all services and activities undertaken by Association in performance of this contract. 2 (e) At any time during the term of this agreement, the City shall have the right to authorize an audit of Association's records as they pertain to its receipt and expenditure of funds hereunder. Such audits shall be prepared at the City's expense. However; if any such audit reveals material discrepancies in the Association's records, Association agrees that it shall reimburse the City for the full costs of such audit. 4. BOND HOLDER RIGHTS. The City's obligations and Association's rights under this Agreement shall be subordinate to and limited by the terms and conditions of all subsequent City ordinances which authorize the issuance of bonds whose payment is pledged upon the City's hotel occupancy tax. Association agrees and understands that rights of the holders of any such revenue bonds shall be superior in all respects to the rights of Association. However, the City, to the extent practicable, shall give Association as much prior notice as reasonably possible of the City's intent to issue such bonds. 5. INSURANCE. (a) Association shall procure and maintain at all times, in full force and effect, a liability insurance policy as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the activities performed pursuant to the terms of this Agreement. Association shall obtain a liability insurance policy with the following coverages at the following limits: Bodily Injury and Property Damage: $250,000 per person; $500,000 per occurrence (b) Insurance requirements may be revised at the City's option, and Association will accordingly increase such amounts within thirty(30) days following written notice to Association of such requirement. This insurance policy shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty (30) day's prior written notice to the City. (c) Association shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to the City. As a condition precedent to the effectiveness of this Agreement, Association shall furnish the City with a certificate of insurance as proof that it has obtained the types and amounts of insurance coverage required- herein. equiredherein. Copies of the policy shall also be provided if the City so requests. In addition, at any time Association shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. 3 6. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Association shall operate as an independent contractor as to all services and obligations performed hereunder, and not as an agent, representative or employee of the City. Association shall have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its boards, officers, agents, servants, employees, contractors, subcontractors and members. The Association acknowledges that the doctrine of respondeat superior shall not apply as between the City and Association its boards, officers, agents;servants, employees, contractors, subcontractors and members. Association further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Association. 7. INDEMNIFICATION. ASSOCIATION HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY HIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE RECEIPT OR EXPENDITURE OF CITY FUNDS OR THE PROVISION OF ANY SERVICES HEREUNDER. ASSOCIATION COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY OF ANY HIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE RECEIPT OR EXPENDITURE OF CITY FUNDS OR THE PROVISION OF ANY SERVICES HEREUNDER. 8. ASSIGNMENT. The Association shall not assign, sell, convey or transfer its interest under this agreement. Any such attempted assignment of same shall be null and void. 9. NON-DISCRIMINATION COVENANT. Association agrees that, in all phases of its performance under this Agreement, it shall not discriminate or permit discrimination against any person, including, but not limited to, employees or prospective employees of Association, on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Association agrees to comply with the provisions of Chapter 17, Article III, Division III ("[Discrimination in] Employment Practices") of the City Code and with state and federal equal opportunity statutes. Association shall insert similar provisions in all subcontracts for services covered by this Agreement. 4 10. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this contract, the City does not waive or surrender any of its governmental powers. 11. NO WAIVER. The failure of the City to insist upon the performance of any term or provision of this agreement or to exercise any right granted herein shall not constitute a waiver of the City's right to insist upon appropriate performance or to assert any such right on any future occasion. 12. VENUE. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this contract, venue for said action shall be in Tarrant County, Texas. 13. SEVERABILITY. If any provision of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired. 14. ENTIRETY OF AGREEMENT. This written instrument, including any documents incorporated herein by reference, contains the entire understanding and agreement between the City and the Association as to the matters herein contained. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties and approved by the City Council of the City. 15. RIGHT TO AUDIT. The Association agrees that the City shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of the Association involving transactions relating to this Contract. The Association agrees that the City shall have access during normal working hours to all necessary Association 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 the Association reasonable advance notice of intended audits. The Association 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 any directly pertinent books, documents, papers and records of such subcontractor involving 5 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. IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples to become effective for the stated term upon the filing with and assignment of a contract number by the City Secretary's Office of the City of Fort Worth, Texas, this day of �) , A.D. 2003. CITY OF FORT WORTH INTERNATIONAL SISTER CITY ASSOCIATION OF FORT WORTH } By: By: Charles Boswell Mae Ferguson Assistant City Manager Executive Director ATT T: B Py ity Secre APPROVED AS TO FORM AND LEGALITY: Assistad City Attorney M&C: " I��c1 o l I o3 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 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 City Association of Fort Worth, Inc., and that she executed the same as the act of the International Sister City Association of Fort Worth, Inc., for the purposes, and consideration therein expressed and in the capacity therein stated. EN UNDER MY HAND AND -SEAL OF OFFIC this�day of L��c ^�, 2003. T46tary Public 12 and for the S ate of Texas OV FL CLINTON SPRUILL I * *t NOTARY PUBLIC STATE OF TEAAS COMMISSION EXPIRES: �. SEPTEMBER 7,2006 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 Charles Boswell, 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 and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this-3'Y day of ldxa� 2003. TY P e. ROSELLA BARNES Notary Public in and for the State of Texas `ear. ���'`• NOTi,RY PUBLIC State of Texas Comm.Exp.03-31-2005 7 2004 Fiscal Year Agency Measures FY 2003 Actual FY 2004 Goal City Relationships 6 7 Membership 530 600 Inbound Exchanges 14 44 Outbound Exchanges 12 10 Inbound Delegates 175 1211 Outbound Delegates 152 149 Local Programs 76 69 Economic Impact $1,200,000 $3,000,000 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/7/2003 DATE: Tuesday, October 07, 2003 REFERENCE NO.: **C-19796 LOG NAME: 02SISTERCITIES SUBJECT: Authorize the Execution of a Contract with Fort Worth Sister Cities International RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract in the amount of $412,000 with Fort Worth Sister Cities International. DISCUSSION: The City appropriates funds to the agency from a portion of Hotel/Motel Occupancy Tax receipts. During the FY2003-2004 budget process, the City Council approved funding in support of Fort Worth Sister Cities International. Fort Worth Sister Cities International strives to cultivate relationships and international understanding among youth, adults, businesses and organizations through educational, leadership and exchange programs, which promote tourism and commerce in Fort Worth. Fort Worth Sister Cities International has facilitated the involvement of the City of Fort Worth with six cities: Reggio Emilia, Italy; Trier, Germany; Nagaoka, Japan; Bandung, Indonesia; Budapest, Hungary; and Toluca, Mexico. Currently, the organization is actively seeking a future sister city on the African continent. It is proposed that a contract be executed between the City of Fort Worth and Fort Worth Sister Cities International for the period of October 1, 2003, through September 30, 2004. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the FY2003-2004 operating budget, as appropriated, of the Culture and Tourism Fund. TO Fund/Account/C enters FROM Fund/Account/Centers GG04 539120 0247000 $412,000.00 Submitted for City Manager's Office by; Charles Boswell (8511) Originating Department Head: Bridgette Garrett (8518) Additional Information Contact: Clint Spruill (8510) Logname: 02SISTERCITIES Pap-e I of I