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HomeMy WebLinkAboutContract 53299 1 1TY S"GRETARY q CUi�TRP;GT NO.��t Agreement Between the City of Fort Worth,TX and Rose Mary Wells For the Loan of Children's Art for the Fort Worth Public Library This Agreement("Agreement") is entered into between the City of Fort Worth,Texas, on behalf of the Fort Worth Public Library("City")and Rose Mary Wells ("Lender")for the purpose of loaning certain children's art to the City on a long-term basis. The City and LENDER shall be referred to as Party individually and Parties collectively. WHEREAS,the Lender owns children's art, as more fully described in Exhibit A, ("Art") that would be appropriate and a beneficial addition to the Fort Worth Public Library; and WHEREAS,the Parties believe that it is in the public's benefit and furthers the Party's goals of enhancing the public's experience in the City's libraries; and WHEREAS,in an effort to make the Art more discoverable to the public,the Lender will loan the Art to the City on a long-term basis. NOWTHEREFORE, based on the foregoing, the Parties agree to the following terms and conditions: I. CONSIDERATION This Agreement sets out the terms by which the Lender will loan the Art to the City to ensure they are displayed and available for view by the public for a period of no less than five years. City accepts the loan as good and valuable consideration for its responsibilities hereunder. The City shall house and display the Art in its Fort Worth Public Library and shall pay lender a one-time honorarium as described herein. The Lender accepts City's performance hereunder and promise to display the Art in an accessible location as good and valuable consideration for its responsibilities hereunder.No money shall be exchanged under this Agreement. City shall pay Lender five thousand dollars ($5,000) for the long-term lease of the Art. Payment shall be made within thirty days following the receipt of the Art by Library. City shall i also reimburse Lender-for travel expenses in an amount not to exceed one thousand dollars ($1,000) for travel to Fort Worth for the official unveiling of the art at the Central Library and promoting the art in the community,-including a visit to a Fort Worth ISD school, Woodway Elementary. Except for delivery charges explicitly provided for in section lI. A. below, no other money shall be exchanged between or be due and owed to either Party for any reason under or in connection with this Agreement.In no event shall City be required to pay any amount in excess of six thousand one hundred dollars($6,100.00)for the Art or any service or act done pursuant to or in connection with this Agreement. II. RESPONSIBILITIES A. Lender Q)FF�CfA REC0,6� FT, W ,� AGREEMENT between the City of Fort Worth,TX and Rose Mary Wells Page 1 of 5 Lender shall deliver the Art to City via Fedex to the Central Library, 500 West 3rd Street, Fort Worth, TX 76102. The City will pay Fedex delivery fees not to exceed one hundred dollars ($100)for the Art to be delivered to City, but all responsibility and risk of loss shall remain with Lender at all times.In the event this Agreement is terminated,Lender shall be responsible for any expense to remove and return the Art. B. City City shall permanently display the Art in the Fort Worth Public Library. The Parties acknowledge and agree that for maintenance and routine curation that the Art may be temporarily off display. The Art will not be split up into multiple displays. The Art will be framed by the City as approved by the Director of the Library. The art will be hung at eye level appropriate for children. The Art will be displayed in a way to limit exposure to mold or direct sunlight. The City will host a story time for the Lender on January 12,2020 at the Central Library, 500 West 3rd Street,Fort Worth Texas. The City will provide a story time and craft for the children in attendance. The Lender will also be visiting Woodway Elementary,6701 Woodway Drive,Fort Worth Texas on January 15,2020. III. TERM AND TERMINATION This Agreement shall begin on the date of execution of this Agreement and shall continue in full force and effect until the latter of the fifth anniversary of the execution of this Agreement ("Minimum Term") or until terminated by either Party. It is the intention of Lender that in the event of Lender's death,that Lender's heirs and assigns will donate the Art to the City. After the Minimum Term, either Party may terminate this Agreement at any time and for any reason without any penalty of any kind with thirty(30) days' written notice to the other Party. In the event of termination,Lender shall have thirty (30)business days to pack and remove the Art from the City facility. At the request of Lender, City shall provide access to Lender personnel during City's normal business hours for the purpose of packing and removing the Art. NOTICE AND POINTS OF CONTACT Notice shall be deemed to have been provided by emailing and mailing a hard copy of any necessary information to the physical address and email address provided for each Party below: To Lender: 3 Westview Lane Norwalk, Connecticut 06854 rosemarywells@me.com (914)656 8008 To City: AGREEMENT between the City of Fort Worth,TX and Rose Mary Wells Page 2 of 5 Manya Shorr Library Director 500 West 3rd Street Fort Worth,Texas 76102 Manya.Shorr@fortworthtexas.gov 817-392-7323 IV. 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. V. GOVERNING LAW AND VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Norther District of Texas,Fort Worth Division. VI. ENTIRETY OF UNDERSTANDING This Agreement constitutes the entire understanding between the parties as to the matters contained herein. Any prior or contemporaneous oral or written agreement or other documents are hereby declared null and void to the extent they may conflict with any provision of this Agreement. VII. IMMUNITY The City does not waive its sovereign immunity by entering into this Agreement, and shall fully retains all immunities and defenses provided by law or otherwise with respect to any action based on or occurring as a result of this Agreement. VIII. INDEPENDENT CONTRACTOR The parties to this Agreement do not intend to enter into a legal partnership,as that term is used to describe a legal entity and to involve joint and several liabilities. LENDER shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Likewise, City shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of the LENDER. Neither Party shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of the officers, members, agents, servants, employees,or officers of the other. IX. OTHER PROVISIONS AGREEMENT between the City of Fort Worth,TX and Rose Mary Wells Page 3 of 5 Nothing in this Agreement is intended to conflict with any current laws or regulations or with the directives of the City of Fort Worth or Tarrant County. To the extent any money is exchanged as a part of this Agreement,the City shall have the right for a period of three years after such payment to audit to LENDER's records related to the money from City to Lender. LENDER HEREBY VOLUNTARILY RELEASES DISCHARGES, WANES, AND RELIGNQUISHES ANY AND ALL ACTIONS CAUSES OF ACTIONS CLAIMS, OR POTENTIAL CLAIMS OF ANY KIND OR CHARACTER AGAINST CITY RELATED OR CONNECTED TO THIS AGREEMENT OR THE ART LOANED UNDER THIS AGREEMENT LENDER AGREES TO INDEMNIFY; DEFEND,AT THE CITY'S OPTION; AND HOLD HARMLESS CITY INCLUDING ANY AGENTS OR EMPLOYEES THEREOF, FROM ANY AND ALL CLAIMS OF ANY KIND OR CHARACTER,INCLUDING IN TORT, COPYRIGHT INFRINGEMENT AND NEGLIGENCE, RELATED TO THE CITY'S PERFORMANCE UNDER OR IN CONNECTION WITH THIS AGREEMENT. This section shall survive the expiration or termination of this Agreement. Lender hereby acknowledges and agrees that City shall have no liability for any damage to the Art, including the full destruction or loss thereof. City shall have no responsibility or liability to either replace or pay for any replacement, treatment, or other -. work required-to restore the Art-in the event of damage ordestruction, regardless of the cause.This section shall survive the expiration or termination of this Agreement. X. MODIFICATION AND AMENDMENT No amendment,modification,or alteration of the terms of this Agreement shall be binding unless the same is in writing,dated subsequent to the date hereof,and duly executed by the parties hereto. XI. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party,and that such binding authority has been granted by proper order,resolution, ordinance, or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Electronic signatures shall be considered an original and shall be treated as though made in ink for all purposes. [The remainder of this page was intentionally left blank.] [Signature Page follows.] AGREEMENT between the City of Fort Worth,TX and Rose Mary Wells Page 4 of 5 ACCEPTED AND AGREED: ACCEPTED AND GREED: LENDER: CIT FO T RTH: By: L�!/l�fil ge BY: 4 ?�t x� J apa q ssistant City inager Date: Date: 1 Lj�I Y ko l 2 APPROVED AS TO FORM APPROVAL RECO NDED: AND LEGALITY: By: LENDER Marilyn arvi )� Assistant ibrauy D rector Printed Name: l ` Date: Signature: Date: /,I fi&I l G1 APPROVED AS TO FORM AND LEGALIT . Contract Compliance Manager: By signing I acknowledge that I am the By: -� person responsible Jo for the monitoring and administration of this As�gate City Attorney contract,including ensuring all performance and reporting Date: requirement!' / l� Contract Authorization: Timothy Shidal M&C: N/A 1295:Not Required Administra ve Services Manager ATTEST: Mary J.Kayser, o City Secretary yt,.. N rorill SEC RE TF?,uFI AGREEMENT between the City of Fort Worth,TX fr' ?lak [UK` and Rose Mary Wells Page 5 of 5