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HomeMy WebLinkAboutContract 41248SERVICES AGREEMENT Between City of Fort Worth and Fort Worth Transportation Authority CITY SECRETARY CONTRACT NO.__ This Services Agreement, hereinafter called the "Agreement," is made by and between the City of Fort Worth, hereinafter called "City," with its principal place of business located at 1000 Throckmorton Street, Fort Worth, Texas 76102, and the Fort Worth Transportation Authority, hereinafter called "The T," with its principal place of business at 1600 E. Lancaster Street, Fort Worth, Texas 76102, individually referred to as a "party," collecteively referred to as the "parties." RECITALS: WHEREAS, the City provides the ability to view local municipal and governmental agency meetings of various city council and governing boards via cable television and internet broadcasting through the City cable services, which includes audio and video recording of meetings and events, production and editing services and broadcasting; and WHEREAS, The T, for the benefit of its member cities and their residents, citizens and taxpayers, desires to record and publicly air on the City cable services television channel and via the internet, all of the public meetings of its Board of Directors, hereinafter refered to as "the Meetings;" and WHEREAS, The T desires the Meetings be aired a minimum of three times per week between public meetings; and WHEREAS, City Cable Communications Office has the expertise to manage, record, edit, produce and air the Meetings on the City Cable channel for The T. NOW, THEREFORE In consideration of the promises and the mutual covenants and agreements of the parties hereto, the sufficiency of which is hereby affirmed, to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: AGREEMENT A. The City agrees that its Cable Communciations Office will record, edit, produce, and air (hereafter collectively "the Services") all of the public meetings of the Fort Worth Transportation Authority Board of Directors pursuant to the terms of this Agreement. B. The T will pay the City as consideration for the Services described in Paragraph A an hourly • ,h,_,n - FFICLtL [RECORD CITY SECRETARY �TH, fq per hour for such Services. The Cable Communications Office will use its best efforts to provide Services for all Meetings of The T. However, meetings of the Fort Worth City Council and/or City Boards or Commissions shall take precedence over Meetings of The T if there is a conflict between meeting schedules or shortage of City staff. The City shall not incur any liability or penalty if the Cable Communications Office is unable to provide Services to the T due to a meeting conflict or shortage of staff. C. The City will invoice The T for its Services on a monthly basis. D. The T will pay invoices for the Services within 30 days of receipt of the invoice. E The City agrees that it will use its best efforts to air the Meetings at least three times per week, one of which shall be during hours of moderate to peak viewership times. However, The T understands and acknowledges that the schedule for airing must be flexible and The T agrees to cooperate with the City in accommodating the scheduling needs of both parties. F. The effective date of this Agreement shall be the date on which it is executed by the last of the parties hereto. G. The term of this Agreement shall be one (1) year with one option to renew the Agreement for an additional one year tern at the City's sole discretion. H. It is expressly understood and agreed by the parties to this Agreement that if the performance of any provision is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations or interferences, fire or other casualty, court injunction, or any circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the period of time applicable to such requirement shall be extended for a period of time equal to the period of time such party was delayed. I. It is specifically understood and agreed that the relationship described in this Agreement is contractual in nature and is not to be construed to create a partnership or joint venture or agency relationship between the parties. J. Neither party shall be liable for any debts or liabilities incurred by the other party for operations or activities not contemplated by this Agreement. Each party agrees to be liable for any damages or loss that may be caused by its own negligence omission or intentional misconduct. The teini party shall include employees, officers, agents, subcontractors, consultants, representatives, and volunteers of the respective party. Nothing in the performance of this Agreement shall impose any liability for claims against either party other than for claims for which the Texas Tort Claims Act may impose liability. K. This Agreement may be executed in multiple counterparts Each such counterpart shall be deemed an original of this Agreement so that in making proof of this Agreement, it shall only be necessary to produce or account for one such counterpart. L This Agreement embodies all of the agreements of the parties relating to its subject matter, supersedes all prior understandings and agreements regarding such subject matter, and may be amended, modified, or supplemented only by an instrument or instruments in writing executed by all of the parties. M. This Agreement, and all agreements entered into in connection with the transactions contemplated by this Agreement are, and will be, executed and delivered, and are intended to be perfoiuied m the County of Tarrant, State of Texas, and the laws of Texas shall govern the validity, construction, enforcement, and interpretation of this Agreement. In the event of litigation between the parties hereto, their successors or assigns, with regard to this Agreement and any subsequent supplementary agreements or amendments, venue shall lie exclusively in Tarrant County, Texas. N In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be revised so as to cure such invalid, illegal or unenforceable provision(s) to carry out as near as possible the original intent of the parties. O. If future federal, state or local statute, ordinance, regulation, rule or action render this Agreement or in part, illegal, invalid, unenforceable or impractical, the parties agree to delete and/or to modify such portions of the Agreement as are necessary to render it valid, enforceable and/or practical Each section, paragraph or provision of this Agreement shall be considered severable, and if for any reason any section, paragraph, or provision herein is determined to be invalid under current or future law, regulation or rule, such invalidity shall not impair the operation of or otherwise affect the valid portions of this instrument In the event that a future federal, state or local statute, ordinance, regulation, rule or action renders this Agreement in whole illegal invalid, unenforceable or impractical and either one or both of the parties to this Agreement agree that it is impossible or impracticable to continue the purpose of this Agreement, then, this Agreement, if not already teiniinated by operation of law, may be terminated by either party. P. All of the teiins, conditions, warranties and representations contained in this Agreement shall survive, in accordance with their terms, and shall survive the execution hereof. Q. It is expressly understood and agreed that in the execution of this Agreement, neither of the parties waives, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions By entering into this Agreement the parties do not intend to create any obligations, expressed or implied, other than those set forth herein and this agreement shall not create any rights in parties not signatories hereto. R. All expenditures required to be made under this Agreement shall be made with current funds available to the parties. S. Whenever this Agreement requires or permits any consent approval, notice, request, proposal, or demand from one party to another, the consent, approval, notice, request, proposal, or demand must be in writing to be effective and shall be delivered to the party intended to receive it at the address(es) shown below: If to The T: With a copy to: If to the City : With a copy to: President/Executive Director Fort Worth Transportation Authority 1600 E Lancaster Fort Worth, Texas 76102 General Counsel Fort Worth Transportation Authority 1600 E Lancaster Fort Worth, Texas 76102 City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 City Attorney 1000 Throckmorton Street Fort Worth, TX 76102 [Signature Page Follows] Executed this ' \i211/4-' day of CITY OF FORT WORTH , 2010. APPROVED AS TO FORM AND LEGALITY: By7-77,05/ •�.� By: T. M. Higgins f/ 0 Deputy City Manager ATTEST: 1:4291 Ff h, o 0le 011 00 FORT WORTH TRANSPORTAT 0� AUTHORITY Maleshia B. Fan er Assistant City Attorney COUNCIL AUTHORIZATION: By: r �� �_ M&C: None Required Initroar % 0% 0 0000000 ilk sp vis Z f:11 d o'_ ' OVED AS TO FORM: sql irel o°a0000°°se Marty Hendrix City Secretary By: [ . Ricldrd L. Ruddell President/Executive Director By: General Counsel OFFICIAL RECORD CITY SECRETARY Ft NORTH, TX