HomeMy WebLinkAboutContract 56533 CSC No. 56533
PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND GIRL TRAVEL TOURS TO PERFORM FOR
THE FORT WORTH PUBLIC LIBRARY
This PERFORMANCE 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
("City"), acting by and through its duly authorized Library Director, and GIRL TRAVEL TOURS
("Performer").
WHEREAS, among other activities, the City desires to feature performances at The Fort
Worth Public Library; and
WHEREAS, the City is sponsoring Virtual Travel Tours ("Event") to support the Library's
goals to promote education and growth; and
WHEREAS,the City wishes to contract with the Performer to provide for such services.
NOW,THEREFORE,the City and the Performer for and in consideration of the covenants
and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as
follows:
I.
TIMELINE OF PERFORMANCE
1. The Performer agrees to provide virtual travel guide programs ("Performance"). The
Performances shall occur at the date, time, and locations specified in Attachment A ("Performance
Details"),unless changed in accordance with this Agreement. Additional times and locations may be
added by written mutual agreement of the Parties in writing within 30 days and any such additional
performance shall be subject to the terms and conditions of this Agreement as though the
performance was included on Attachment A at the time of execution.
2. If the Performer cannot support a Performance as specified in Attachment A then the City
may terminate this Agreement without penalty. The City shall have sole discretion to determine any
rescheduled Performance date.
II.
TERM
This Agreement shall begin on December 9,2021 ("Effective Date") and expire on January 30,2022
("Expiration Date"),unless terminated earlier in accordance with this Agreement.
III.
COMPENSATION
1. As fair compensation for the services provided by the Performer to City under this Agreement,
the City shall pay the Performer two hundred fifty dollars ($250) per completed Performance by the
Performer as specified in Attachment A.
OFFICIAL RECORD
CITY SECRETARY
Performance Agreement FT.WORTH, TX
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2. The Performer shall provide the City with a correct and accurate invoice within 30 days of
each completed Performance.. Performer will be paid within 30 days of the City's receipt of a correct
and accurate invoice. In no event shall City pay any amount in excess of five hundred dollars ($500)
to the Performer during any term unless an amendment to this Agreement is executed by the Parties.
Performer shall not be compensated for any Performances that are not completed.
IV.
PERFORMER'S OBLIGATIONS
1. Performer agrees to provide virtual travel guide programs and participate in Question/Answer
sessions as specified in Attachment A.
2. Performer shall log-in to the City's virtual platform no later than the Start Time of the
Performance Date as specified in Attachment A. In the event that Performer will not be able to log-
in by the Start Time on the Performance Date,the Performer agrees to contact the City as soon as the
Performer is aware of such delay.
3. Performer shall obtain all necessary consents, permissions, licenses, and other documents
from any copyright owners, or others with any interest in the Performance, at Performer's sole cost
and expense and will indemnify and hold City harmless from and against any and all claims, suits,
threats,demands,actions,and causes of action brought directly or indirectly by any such party.
4. Performer agrees to collaborate with the City in promotion of the Performance by providing
current photographs, biographies and permission to use those items in marketing materials for the
term of this agreement.
5. Performer agrees that the Performance will be an online event using City's licensed webinar
solution. Performer shall provide a computer, Internet access, and any software needed to remotely
join and deliver the Performance utilizing the City's online webinar environment.
7. Performer shall be solely responsible for the payment of any subcontractors including
additional musicians. Performer expressly acknowledges and agrees that City is contracting only with
Performer and that Performer is solely responsible for any subcontractors, payment thereof, and for
any damages or liability incurred by subcontractors.
8. Performer shall sign up as an official City vendor via the City of Fort Worth website no later
than the start of the Performance.
9. Performer will provide City with a correct and accurate invoice within 30 days of the
Performance.
V.
CITY'S OBLIGATIONS
1. City agrees to designate a representative to coordinate all services to be performed pursuant
to this Agreement.
Performance Agreement
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2. City will provide the necessary access and licenses to broadcast the Performance online.
VI.
DUTY TO PERFORM/FORCE MAJEURE
The City reserves the right to cancel the Event due to acts of Force Majeure on or near the
Performance Due Date. Acts of Force Majeure shall include,without limitation,severe weather events
such as hurricanes, tornadoes, floods, ice storms, or hail, and disasters such as fires, acts of public
enemy, acts of superior governmental authority, epidemics, pandemics, riots, rebellion, sabotage, or
any similar circumstances not within the reasonable control of either party.Neither City nor Performer
shall be deemed in breach of this Agreement if it is prevented from performance by Force Majeure.
VII.
PERMISSION TO USE PHOTOGRAPHS & VIDEOS OR FILMS
By entering into this Agreement,the Performer hereby gives its consent and permission to City to the
one time broadcast of the Performance on the City's online webinar environment as specified in
Attachment A. Performer shall require all of its subcontractors to agree in their subcontracts to allow
City use the Performance as included above.
VIII.
INDEPENDENT CONTRACTOR
The Performer shall operate under this Agreement as an independent contractor and not as an officer,
agent, servant, or employee of City. The Performer shall have the exclusive right to control the details
of the work, its subcontractors, and the services performed hereunder. City shall have no right to
exercise any control over or to supervise or regulate the Performer in any way other than stated herein.
The doctrine of Respondeat Superior shall not apply as between the parties, and nothing herein shall
be construed as creating a partnership or joint enterprise between the parties.
IX.
TERMINATION
1. This Agreement may be terminated by the City without cause with fourteen (14) days written
notice to the Performer.This Agreement may also be terminated at any time by the City for cause and
upon notice to the Performer. Performer may terminate this Agreement with thirty (30) days written
notice.
2. If the City terminates this Agreement pursuant to section one of VIII for any reason,City shall
not owe any compensation to the Performer.
X.
LIABILITY/INDEMNIFICATION
1. LIABILITY. THE PERFORMER SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
Performance Agreement
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CHARACTER,WHETHER REAL ORASSERTED,TO THE EXTENT CAUSED BYTHE
ACT(S), ERRORS, OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF THE PERFORMER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
2. GENERAL INDEMNIFICATION. PERFORMER COVENANTS AND AGREES
TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS
OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,
JUDGMENTS,ACTIONS, CAUSES OF ACTION,LIENS,LOSSES,EXPENSES, COSTS,
FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF
DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS'
COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE)
AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO
ANY AND ALL PERSONS,OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES
IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR
OMMISSIONS OF PERFORMER AND/OR PERFORMER'S SUBCONTRACTORS AND
CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES,
DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION
WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS AGREEMENT. THIS SHALL ALSO INCLUDE ANY
CLAIMS BY ANY SUBCONTRACTORS BROUGHT AGAINST CITY FOR ANY USE OF
PHOTOGRAPHS,VIDEOS, OR RECORDINGS OF THE PERFORMANCE AND SHALL
ALSO INCLUDE ANY CLAIMS AGAINST CITY BY A SUBCONTRACTOR FOR ANY
CLAIM RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT
THAT THIS SHALL NOT INCLUDE ACTIONS CAUSED BY THE CITY'S OWN
NEGLIGENCE OR WILLFUL CONDUCT.
3. Intellectual Property. The Performer agrees to assume full responsibility for complying with
all State and Federal Intellectual Property Laws and any other regulations, including, but not limited
to, the assumption of any and all responsibilities for paying royalties that are due for the use of other
third-party copyrighted works by Performer. City expressly assumes no obligations, implied or
otherwise, regarding payment or collection of any such fees or financial obligations. City specifically
does not authorize,permit,or condone the reproduction or use of copyrighted materials by Performer
without the appropriate licenses or permission being secured by Performer in advance. IT IS
FURTHER AGREED THAT PERFORMER SHALL RELEASE, DEFEND,
INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND
DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO
WHICH THEY MAY BE SUBJECTED ARISING OUT OF PERFORMER'S USE OF ANY
COPYRIGHTED MATERIAL BY REASON OF AN ALLEGED OR ACTUAL
COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR
ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and
all such licensing shall be the exclusive obligation of the Performer.
Performance Agreement
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4. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST
THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE
PERFORMER, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR
PROCEEDING, AT THE PERFORMER'S EXPENSE, BY OR THROUGH
ATTORNEYS REASONABLY SATISFACTORY TO CITY.
5. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS
SECTION, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF
SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
6. Performer agrees to and shall release City from any and all liability for injury, death, damage,
or loss to persons or property sustained or caused by Performer in connection with or incidental to
performance under this Agreement.
7. Performer 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.
8. All indemnification provisions of this Agreement shall survive the termination or expiration
of this Agreement.
XI.
CORRESPONDENCE
All notices required or permitted under this Agreement shall be conclusively determined to have been
delivered when (1) hand-delivered to the other party, or its authorized agent, employee, servant, or
representative, or (ii) received by the other party or its authorized agent, employee, servant, or
representative by reliable overnight courier or United States Mail, postage prepaid, return receipt
requested, at the address stated below or to such other address as one party may from time to time
notify the other in writing.
CITY PERFORMER
City of Fort Worth Girl Travel Tours
Library Director Marah Walsh
500 W 3T``Street, 620 West Melissa Circle
Fort Worth,Texas 76102 Yardley,Pennsylvania 19067
With copy to:
Assistant City Attorney
200 Texas Street
Fort Worth,Texas 76102
Performance Agreement
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The Performer and City agree to notify the other party of any changes in addresses.
MI.
NON-ASSIGNABILITY
This Agreement is non-assignable, and any unauthorized purported assignment or delegation of any
duties hereunder,without the prior written consent of the other party,shall be void and shall constitute
a material breach of this Agreement. This provision shall not be construed to prohibit the Vendor
from hiring subcontractors.
XIII.
ENTIRETY
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof,and no amendment,alteration, or modification of this Agreement shall be valid unless
in each instance such amendment,alteration or modification is expressed in a written instrument,duly
executed and approved by each of the parties. There are no other agreements and understandings,
oral or written,with reference to the subject matter hereof that are not merged herein and superseded
hereby.
XM
MODIFICATION
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.
XV.
SEVERABILITY
Should any portion,word, clause, phrase, sentence or paragraph of this Agreement be declared void
or unenforceable, such portion shall be modified or deleted in such a manner as to make this
Agreement,as modified,legal and enforceable to the fullest extent permitted under applicable law.
XVI.
GOVERNING LAW/VENUE
If any action,whether real or asserted, at law or in equity, arises on the basis of any provision 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 Northern District of Texas — Fort Worth Division. This
Agreement shall be construed in accordance with the laws of the State of Texas.
XVII.
WAIVER
No waiver of performance by either party shall be construed as or operate as a waiver of any
subsequent default of any terms, covenants, and conditions of this Agreement. The payment or
Performance Agreement
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acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance
of defective performance.
XVIII.
NO THIRD-PARTY BENEFICIARIES
The provisions and conditions of this Agreement are solely for the benefit of City and the Performer,
and any lawful successor or assign,and are not intended to create any rights, contractual or otherwise,
to any other person or entity. The Parties expressly agree that Performer's subcontractors are not
third-party beneficiaries and that to the extent any claim is made by a subcontractor, Performer shall
indemnify and defend City fully in accordance with section IX of this agreement.
XIX.
CONTRACT CONSTRUCTION
The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised
this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party must not be employed in the interpretation of this Agreement or
any amendments or exhibits hereto.
XX.
FISCAL FUNDING OUT
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails
to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may
terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City
to the Performer of written notice of City's intention to terminate or(ii) the last date for which funding
has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
XXI.
PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Performer has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Performer acknowledges that in accordance with Chapter 2270 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 contract, Performer certifies that Performer's signature
provides written verification to the City that Performer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract.
XXII.
AUDIT
The Performer agrees that City will have the right to audit the financial and business records of the
Performer that relate to this Agreement (collectively "Records") at any time during the Term of this
Performance Agreement
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Agreement and for three (3) years thereafter in order to determine compliance with this Agreement.
Throughout the Term of this Agreement and for three (3) years thereafter, the Performer shall make
all Records available to City on 200 Texas Street, Fort Worth, Texas or at another location in City
acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate
fully with City during any audit. Notwithstanding anything to the contrary herein, this section shall
survive expiration or earlier termination of this Agreement.
XXIII.
COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in several counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email shall be as legally binding for all purposes as an original signature.
XXIV.
NON-DISCRIMINATION
In the execution,performance, or attempted performance of this Agreement, the Performer will not
discriminate against any person or persons because of disability,age, familial status, sex,race,religion,
color,national origin,or sexual orientation,nor will the Performer permit its officers,agents,servants,
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 the Performer hereby covenants and
agrees that the Performer,its officers,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 the Performer,its officers, agents, employees, or subcontractors.
XXV.
GOVERNMENTAL POWERS
Both Parties agree and understand that the City does not waive or surrender any of its governmental
powers by execution of this Agreement.
XXVI.
HEADINGS NOT CONTROLLING
Headings and tides used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
XXVII.
REVIEW OF COUNSEL
The Parties acknowledge that each party and its counsel have reviewed and revised 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 exhibits hereto.
XXVIII.
LICENSES, PERMITS AND FEES/COMPLIANCE WITH LAWS
Performance Agreement
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1. The Performer agrees to obtain and pay for all applicable licenses,permits, certificates,
inspections,and all other fees required by law necessary to perform the services prescribed for the
Performer to perform hereunder.
2. This Agreement is subject to all applicable federal, state, and local laws, ordinances,rules,
and regulations,including,without limitation,all provisions of the City's Charter and ordinances,as
amended.
XXIX.
CONDITION OF THE FACILITY/WARRANTIES EXCLUDED
The Performer hereby represents that she has inspected the facilities at the Event Site intended for
the performance,including any improvements thereon,and that the Performer finds same suitable for
all activities and operations agreed to hereunder, and that the Performer does so on an "as is"
condition. The City hereby expressly excludes any and all warranties in regard to the facilities,
including,without limitation, fitness for any particular purpose.
XXX.
SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that 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 person or entity. The other Party
is fully entitled to rely on this warranty and representation in entering into this Agreement. Should
that person or entity not be authorized, the terms and conditions of this Agreement shall be binding
as against the signatore and she shall be subject to the terms and conditions of this Agreement.
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[SIGNATURE PAGE FOLLOWS]
Performance Agreement
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IN WITNESS WHEREOF,the parties hereto have executed this agreement in multiples,this
22 day of October ,2021.
CITY OF FORT WORTH PERFORMER
by Marah Walsh(Oct 22,202114:23 EDT)
y' '
Manya Shorr Marah Walsh
Library Director Oct 22,2021
Recommended by:
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Marilyn Marvin
Assistant Library Director
APPROVED AS TO FORM AND LEGALITY
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by:
Jessika J.Williams
Assistant City Attorney
Ordinance No. 24161-04-2020
ATTEST: O°FOR o 4
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Ronald P. Gonzales �� ° o*�d
Acting City Secretary �� ° o
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M&C—No M&C Required
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.
Timothy Shidal OFFICIAL RECORD
Administrative Services Manager CITY SECRETARY
FT.WORTH, TX
Performance Agreement
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Attachment A
Performance Details
PERFORMANCE DATE/TIME LOCATION CONTACT
Musical Britain December 9,2021 Virtual Performance Jennifer Demas
6:30 m. CST 682-287-4306
Literary UK January 13, 2021 Virtual Performance Jennifer Demas
6:30 p.m. CST 682-287-4306
Performance Agreement-Attachment A
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