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HomeMy WebLinkAboutContract 55527CSC No. 55527 PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND TEXAS WOMAN'S UNIVERSITY 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 municipality ("City"), acting by and through its duly authorized Assistant City Manager, and Texas Woman's University, Center for Women Entrepreneurs acting by and through its duly authorized Executive Director and Chief Officer ("Performer"). WHEREAS, the City desires to offer programs at the Fort Worth Public Library ("Library") that promote education & growth; and WHEREAS, the City is sponsoring a series of online workshops that celebrate Women History Month by detailing specific opportunities for women in business as well as steps to establishing sma11 businesses ("Event"); 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 and in-person workshops focused on specific opportunities for women in business as well as steps to establishing small businesses ("Performance") for the Ciry. The Performance shall occur at the date, time, and locations specified in Attachment A ("Performance Dates"), unless changed in accordance with this Agreement. Additional times and locations may be added by written mutual agreement of the Parties 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. Notwithstanding anything else herein to the contrary, in the event that an in-person Performance is deemed unsafe by Ciry in its sole discretion due to an epidemic or pandemic, the Performance shall be made available through a virtual session at the same date and time as listed in Attachment A. In the event that the Performance is required to be virtual, Performer shall use the City's virtual platform to provide the Performance. Performer shall provide or ensure they have computer and internet access. Except as specifically included herein, no other provisions of this Agreement sha11 be changed due to the Performance being required to be performed by virtual means. 3. 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. Perfarmance Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX II. TERM This Agreement shall begin on June 21, 2021 ("Effective Date") and shall expire on July 23, 2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). This Agreement may be renewed annually under the same terms and conditions upon mutual agreement of the parties. III. COMPENSATION 1. Performer will provide the Performance at no charge to City. Ciry will not be required to pay any cost, fee, or charge attendees for the Performance. 2. The City represents that for and in consideration of its obligations under this Agreement that the Performer is providing a unique and important experience free of charge for the citizens of Fort Worth to learn about specific opportunities for women in business. The Performer represents that for and in consideration of its obligations under this Agreement, the City is providing a space for such presentation to occur which will provide exposure for the Performer and the Performer's organization. Both parties agree as a condition precedent of this Agreement that both parties have exchanged good and valuable consideration. IV. PERFORMER'S OBLIGATIONS 1. Performer agrees to provide workshops focused on specific opportunities for women in business as well as steps to establishing sma11 businesses that will be appro�mately 60 minutes in length. 2. Performer agrees that the initial workshops will be a virtual online event using City's licensed webinar solution. Additional Performances will either be online or at a Fort Worth Public Library facility provided by the City. 3. In the event that the Performance is provided by virtual means, 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 Jana Hill at (817) 392-8927 as soon as the Performer is aware of such delay. 4. In the event that the Performance is provided by virtual means, the 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. 5. Performer agrees to collaborate with the City in promotion of the Performance and grant the City permission to use marketing materials for the term of this Agreement. Performance Agreement Page 2 of 11 V. CITY'S OBLIGATIONS 1. City agrees to designate a representative to coordinate all services to be performed pursuant to this Agreement. 2. City shall provide a clean, climate controlled, well-lighted venue for the Performance. In the event that the Performance is provided by virtual means, City will provide the necessary access and licenses to host the Performance online. City will provide log-in information to the Performer prior to each Performance Date as specified in Attachment A. VI. DUTY TO PERFORM/FORCE MAJEURE The Ciry 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 authoriry, 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 use and record the Performance provided by the Performer in perpetuity. Use includes, but is not limited to, publishing, posting on an official web site, social media outlets or putting on television, either network or cable or at neighborhood meetings. 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 Ciry. 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 Ciry 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. Performance Agreement Page 3 of 11 2. If the City terminates this Agreement pursuant to section one of VIII prior to the Performance Due Date or due to force majeure, City shall not owe any compensation to the Performer. X. LIABILITY/INDEMNIFICATION 1. LIABILITY. TO THE EXTENT PERMITTED BY THE CONSTITUTION AND THE LAWS OF THE STATE OF TEXAS, 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 CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACT(S), ERRORS, OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF THE PERFORMER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 2. Intellectual Pro�ert�. To the extent permitted by the Constitution and the laws of the State of Texas, 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. Ciry expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Performer. 3. 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. 4. 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. 5. All indemnification provisions of this Agreement shall survive the termination or expiration of this Agreement. Performance Agreement Page 4 of 11 XI. CORRESPONDENCE All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when (i) 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 City of Fort Worth Library Director 500 W 3r`' Street, Fort Worth, Texas 76102 With copy to: Assistant Ciry Attorney 200 Texas Street Fort Worth, Texas 76102 PERFORMER Texas Woman's University Center for Women Entrepreneurs Tracy Irby, Director P.O. BOX 425706 Denton, TX 76204-5617 The Performer and City agree to notify the other party of any changes in addresses. XII. 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. XIV. 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. Performance Agreement Page 5 of 11 XV. SEVERABILITY Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be declared void or unenforceable, such portion sha11 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 acceptance of fees for any period after a default sha11 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. 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. Performance Agreement Page 6 of 11 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 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, neither party to this Agreement will discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will either party to this Agreement 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 parties hereby covenant and agree that the party, 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 the party, its officers, agents, employees, or subcontractors. Performance Agreement Page 7 of 11 XXV. GOVERNMENTAL POWERS Both Parties agree and understand that neither the City nor the Performer waives or surrenders any of its governmental powers, defenses or immunities as to third parties by execution of this Agreement. However, such powers are waived as between the Parties for the purposes of duties and obligations stated in this Agreement. XXVI. 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. 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 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 If the Performance occurs on City property or is provided by the City, the following provision shall apply. The Performer hereby represents that he 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 Ciry hereby expressly excludes any and all warranties in regard to the facilities, including, without limitation, fimess for any particular purpose. XXX. INSURANCE During the term of this Agreement, the Performer shall maintain in full force and effect, at its own cost and expense, Commercial General Liabiliry Insurance in at least the minimum amount of $1,000,000 per occurrence with an annual aggregate limit of not less than $2,000,000. Performance Agreement Page 8 of 11 To the extent permitted by the Constitution and the laws of the State of Texas, the Performer shall be responsible for any and all wrongful or negligent acts or omissions of its employees and agents and for any causes of action arising under strict liability. Additional Insurance Requirements: Certificates of Insurance evidencing that the Performer has obtained a11 required insurance shall be delivered to the City prior to Performer proceeding with the Agreement. 2. Certificate(s) of Insurance sha11 document that insurance coverage specified herein are provided under applicable policies documented thereon. 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. 4. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to the City. Notice shall be sent to Department of Risk Management, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102. a. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers shall be acceptable to the City in terms of their financial strength and solvency. b. The Ciry sha11 be entitled, upon its request and without incurring expense, to review the Performer's insurance policies including endorsements thereto and, at the City s discretion; the Performer may be required to provide proof of insurance premium payments. c. The Ciry sha11 not be responsible for the direct payment of any insurance premiums required by the Agreement. It is understood that insurance cost is an allowable component of Performer's overhead. d. All insurance required above shall be written on an occurrence basis in order to be approved by the Ciry. XXXI. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he 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 entiry. The other Parry 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 he shall be subject to the terms and conditions of this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANI�] [SIGNATURE PAGE FOLLOWS] Performance Agreement Page 9 of 11 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples, this 06 day of April , 2021. CITY OF FORT WORTH PERFORMER /�%�1 f�l�//�12 fi�lGtGlG��i�� bp�' � \ bp�MaryAnneAlhadeff(Apr6,20210929�U1J J J Manya Shorr Name: Mary Anne Alhadeff Library Director Title: Executive Director and Chief Officer Jane Nelson Institute for Women's Leadership Recommended by: .�w;_ ;;o�� Marilyn Marvin Assistant Library Director APPROVED AS TO FORM AND LEGALITY ��; � .. by: Jessika J. Williams Assistant City Attorney Ordinance No. 24161-04-2020 ATTEST: //���jJ`� V �� Mary Kayser City Secretary M&C — No M&C Required ,�,-p.4���� ,o,Q'�` FORT ��� �. Q`��00000�o� � � o° °0 0 � � 0 �1 �,+O o���Y vo ��� Q O � Oy �� �� O T � p DO � d�, _�0000a_ a 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. �s�� p Timothy Shidal Administrative Services Manager OFFICIAL RECORD Perfarmance Agreement CITY SECRETARY FT. WORTH, TX Attachment A Performance Dates "Start Time" "Performance Date" To ic Location 12:00 p.m. June 21, 2021 Intro to the Center Virtual Performance for Women Entre reneurs 12:00 p.m. June 23, 2021 Funding Options Virtual Performance for Women in Business 12:00 p.m. June 25, 2021 Small Steps to Start Virtual Performance a Business Performance Agreement Page 11 of 11