HomeMy WebLinkAboutContract 55623CSC No. 55623
PEBFORMANCE AGREEMENT BETWEEN THE CITY OF F�RT WORTH AND
C��K CHiLDR�N'S MEDI�AL CENTER T� PRQVIDE
COMMUNITY WORK5HdP5 FOR THE FDRT W�RTH PUBLIC LIBRARY
'I'his PEI7FQRMANCE AGREEMENT ("As��c.ement") is made and er�tered uito Uy and
between the CITY �F F�RT W�RTH, a homc-rule municipality= ("City"}, actins� by and thrc�ugh
its duly authzfr�•r.ed Assistant City Mana�er, and CO�K CHILDAEN'S MEDICAL CENTER
("Vetador"}, ac�ng by and thrnus�h Vicki D. '1'. I�cilcy, 11�TS, CC;I.S its dulY authoxized Nlana�er-
F�amily-centered Care Prngram, each indit�idual3y referred tn as a"Party" and cc�llecuveljr rcferred to
as the "Parties."
WHEREAS, the City desites to affer programs at the Fort Worth T'ublic Libiary ("Library")
that promote the strategic gaais of "�du�ation & Gtowt.li"; anci
WHEREAS, the City desires ta host inforinati� e sessions in both Engiish and 5panish that
�enter arc�und a �ariety of family oriented anci healtb tr��ics that provide inf�rmation along wzth
helpful technic�ues and strate�ies Yo rhe enmmuaity; anc�
WHEREAS, �l�e City wishes to contract with the Vendvr to �rovide fnr such senrices.
N�W, THEREFORE, the City anc� the Vendor for and in consideration of the covenants
and agseemcnts hereinafter set forth, the suEficicncy of which is hcreU�r acknowledged, agree as
follnws:
I.
TIMELINE DF PERF�RMANCE
1. 'lhe Vendor agrces to protiide presentatxaxzs l�y pxaFession�l fami3y and children specialists in
both rnglish and Spanish around a �ariety of family oriented and health topics that prnvfde
in£o�matioz� ainng with helpful tec;hni�ues and strateg'tes to the eatrinnunin� ("1'r.csenters"). Presenters
uri11 provide and lead rnt�lttple GD inu�ute worksho�s �"Performance"� to thC [:it�'. ��i�+: Per�ormance
shall nceu� at the umes, lacations, and dates speci£ted in �lrtachment "t1" �"1'crforrnancc Dates"),
unlcss changed in accardance with thas �lgreexnent. Additiona] �mes and Iocations may be added Uy
written mutual a�;reement of the Par#ies and any such adclitional perfo�nnance shall bc subject tn the
terms and ennditions nf this Agreement as tho�gh che perfortnance was included on Attachmcnt "A"
at the time of execu#�on.
2. Natwithstanduig anythin� else hereiri to thc contrary, in thc event that an in-person
perfarmance is deesxied unsafe ��� Ciry in its sale clzscretton due to an epidemic or pandcmic, tkte
F'erfoi�nance shall be made avaiiahle thtough a�c-irtual session at the sarne date and tune as listed in
Attachment "11." In the event that �he Performance is rc�upred r.a l�e vi.rtLial, Vendnr shall use the
City's virtual platform to �rovide the Perfarmance. Vendnr shall provide ar ensurc Presenters havc
camputer and internet acccss. L',xcept as specifically uicluded herein, no orher pravisions af this
Agreement shall be changed due to the Performance �eing required to bc perforxned lly vzxtual means.
3. If the Vendor cannot support a Perfc�rniance as speeified in Attachment ";l" then rhe Cit��
may r.ermuZate this Agr.�ement without penalty, 'I'he Ciry shal3 ha�re solc discretion to determine an}r
Yeschcd�led Performa�lce date,
P�rforrnance ;lgreement
CF�' / Conk Children's Nlcdical Centcr
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
II.
TERM
This r��reement sl�aIl bcgin on April 15, 2Q21 ("Effectir�e Date") and shaIl expire on 11�riI 14, 2022
("Expiration Date"}, unlcss terminated earlier in accordafice with this rlgreement. This A�reement
may Ue r�newed under the same terms and cnnditions anniFall�r �tpon mut�al agrccmcnt nf thc pacti�s.
III.
COMPENSATIQN
City shall n�t be required t.a pay any cost, fee, or char�e of any nature for the PerFormance.
2, T�ie City represents that for and in consideration of its aUligations under this Agreement that
the Vendnr is pr�vi�ing a unic�ue and ir�ipoxtant expexience free of charge for the citizens oiF T'oxt
WoxCla to lcarn aUout a �a�iety af family vriented and health tnpics. '1'he Vendn� re�resents that for
a�zd in considexati.on o£ its ob�igations unr�er tl�is A�reement, the Citv is pro�riclin� a space for such
�resentatinn tn occur in an effnrt tn provide an cz�portunity fnr its citi�ens tn learti ahaut a �ariety nf
family oricntcd and hcalth topacs £ree of �harge at an ac�essible location. I3oth Parties agr.ec as a
conditir�n pxecedezat of tkzis Ag-reement that both Parties have e�changed good and valua6le
consideratian.
IV.
PERF�RMER'S OBLIGATIDI�5
1. Vendor. agrees to pxovide prvfessivnal family and c�ildren specialists in bvth En�vlish and
Spanish around a variery af family oriented topics that pro�•ide information along with helpful
techniques and stsategies to the cammunity. Presenters �vill provide and lead multi�le �0 mu�ute
wor[�shops to the City,
2. In the event rhat the P�rfornaance is provided by vixtual means, VendoY agrees that Presenters
wi11 use the Citv's licensed webinax solution and that the Vendnr shall ensure ihar each I�resenEer has
a camputer, Intemet access, and any software needed tn remotcly join and dcliver thc Pcr£ormance
uti�izirig the City's online webinar envirQnrrsent.
3. Vendnr agrces ta allow the recorciing of the 7'er£oxrnance unless the Vez�dor makes a request
ta the City's designated rePrescntarivc: stating Utherwise prior tr� the PerEorznance Date. V�z�cior. zxaay
reyuest that tlae City nr�t record the I'erformance in the event that the Presenter is presenting material
that has not }�een pi�blished by tl-ze Performance Date and the material is being pravided as a previeiv
for future work.
V.
CITY'5 �BLIGATI�NS
1. Ciry a�rees ta designate a representative to coordinate all services to l�e pesformed pursuant
to t3us 11s�,sreement.
Performance �greement
C�'W � Coak CEiiJdecn's Medical Cez�ter 1'age 2 af 12
2. City shall provide a�lean, cl.imate cnntrolled, well-lighted venue Ear thr. l'cr�c�xzx�ance inr.luding
a podium with a micraphoL�e. Tn the cv�ne that the Performance is provided by virnial means, City�
will pravic3e the necessary access and Iicenses to hast d�e Performa;l�e online. C;ity urill pravid� ln�-ic1
information tv the Vendor prior to each 1'erforinance date.
VI.
DUTY TO PERFORM/FQRCE MAJEUAE
The City tesentes the right to cancel the �vent due to acts vf Fo�ce Majeure �n or near the
Performance date. f'�cts of Farce Niajeure shall incl�de, without lirnitation, severe wcathcr events such
as hu=ricanes, tornadacs, flavds, ice storms, or hail, and disasters such as fires, acts of pul�lic enemy,
a�ts of superior governmental authority, epideinics, �andemics, riots, xebellion, sab�tage, ar any
similar circumstances not �x�ithin the reasonable control of eit�er part��. Ncither City nor Vendor skaal3
be deemed in }areach nf this Agreement if it is preyented froaxa performancc by ��arce 1lflajeure.
VII.
PERM�SSIQN TO []SE PHQTOGRAI'H5 & VIDEOS aR FILMS
B�T entering into thts .�1gz-cetxxtnt, the Vcn�or here�y �ives its cansent an�l permission co City to use,
c�ispla�r, ac�d pui�licly play the ti-ideo provicied by the Vendor and Vendar's Presenters in perpetuiry.
Llse includcs, but is not limited to, pui�lishing, posting on an oFF�cial tiaeb site, social mer�ia C3i�ticts or
puttu�g ara teleG-isi�n, either n�twork or cable or at neighhorhaod meet�ngs. ti'cndor shall require all
nf its subcontractoxs to agxee in t�-ieir subcvnkracts to allow Ciry use the P�xformance as included
abovc. 1'endor may rec�uest that the City not reco�d thc 1'crfarmance in the event that the i'rescnter
is presenting material that has not 6een pu6lished hy the 1'erinsmance Date and th� rnaterial is l�eing
pra��ided as a preview for future woxk.
VIII.
INDEPENDEhiT CflNTRACTDR
The Vendox shall Uperate unde� this Ag�eement as an indepezzdent contYactnr and not as an ofiicer,
agent, servant, or cm�rloyee of City. `I'he Vendor shall have the exclusive right tn control the �etails af
t�e work, its PreSenters, subcontractars, and the scrrvices performed hereunder. City shall ha�e no
right to exercise any contro] o�er nr tn supervtse or �es�ulate the Vcndnr in any way other than statcd
herein_ The doctrine of Respc7ndeat 5uperior shall no� apply as between thc 1'arries, and nothifig herein
sha�l be construed as creacing a parrncrshi� ar joint enterp.r.ise between the I'arti�s.
IX.
TEItMINATI�N
1. This �greernent may= bc tcrminater� l�y the Ciry wid�out cause w�it.h fou��tccn (14) days ivritten
notice to the Vendor. '.l7ais Agreernent may a�so be tei-�riinated at any tsme by rhe C:ity for cause and
upvn notice io the Vendnr. Venc3or may tertninate this Agreeinent with thirty (30} ciays written nntice.
2. If the City terminates tkiis Agreement pursuant to section one af VTTT Frat an�T reason, City shall
not owe any compensation to the Vendor.
]'erfornian�e ,��neement
CNW / Gook Children's l�Icdical C�nter Page 3 r�f 12
�.
LIABILITY/INDEMNIFICATI�N
]. LIABILITY. THE VENDDR SHALL SE LIABLE AND RESPdNSIBLE F�R ANY
AND ALL PROPERTY LOSS, PRdPERTY DAMAGE AND/�R PERSQNAL INfURY,
INCLUDING DEATH, T� ANY AND ALL PERSONS, OF ANY KIND �R CHARACTER,
WHETHEA REAL OR ASSERTED, TQ THE EXTENT CAUSED BY THE ACT(S),
ERR�RS, QR DMISSION(5}, MAL�EASANCE �R INTENTIONAL MISC(}NDUCT �F
THE VENDOR, ITS QFFICERS, AGENTS, SERVANTS OR EMPLDYEES.
2. GENERAL INDEMNIFICATI�N. VENDOR COVENANTS AND AGREES T�
AND DQES HEREBY INDEMNiFY, HQLD HARMLES5, AND DEFEND, AT ITS �WN
EXPEN5E, CTTY FR4M AND AGAINST ,ANY AND ALL CL.AIMS, LAWSUITS,
JUI]GMEI�TT5, ACTIQNS, CALTSES OF ACTI�N, LIENS, LOSSES, EXPEN5ES, C�STS,
FEES (INCLUDING, BUT N�T LIMITED T�, ATTQRNEY'S FEE5 AND C05TS OF
I]EFEhiSE), PRQCEEDING5, I]EMANDS, DAMAGES, LIASILIT�ES, AND/QR SUITS
�F ANY KIND OR NATURE, INGLL7DING, BUT NOT LIMITED T�, THOSE F�R
PRQPERTY L�SS (INCLUDING, SUT N�T LZMITED TQ, WORKERS'
COMPENSATIQN AC'L' LIASILITY, L�ST PR4FITS, AND 1'R�PERTY DAMAGE}
AND/QR PERSaNAL INJURY {YNCLUDING, B[UT NQT LIMITED TQ, DEATH) TD
ANYAND ALL PERSONS, �R QTHER I IARM FOR WHICH RECOVERY OF DAMAGES
I5 S�UGHT, �F WHATSQEVER KIND 4R CHARACTER, WHETHER REAL OR
ASSERTED, ARISING 4i1T QF OR RESULTING FR�M ANY ACTS, ERR�RS, QR
OMM�SSIQNS �F VENI]QR AND/OR VENLIDR'S SUBC�NTRACTORS AND
CdNTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES,
DIRECTDRS, MEMBERS, PART1�iERS, AND AEPRESENTATIVES IN CONNECTYDN
WITH THE EXECUTIQN, PERFORMANCE, ATTEMPTED PERF�RMANCE, �R
NONPERFORMANCE DF THIS AGREEMENT. THIS SHAi�L ALS� INCLUDE ANY
CLAIMS SY ANY SUBCONTRACTQRS BROLIGHT AGAINST CITY FOR ANY USE QF
PH�TOGRAPHS, VIDEDS, �R REC�RDINGS OF THE PERF�RMANCE ANI3 SHALL
ALSO INCLUDE A1�Y CLAIMS AGAINST CITY gY A 5USCDNTRACTQR FDR ANY
CLAIM RELATED T� OR IN CONNECTION WITH THIS AGREEMENT, E�CEPT
THAT THIS SHALL NaT INCLUDE ACTIONS CAUSED SY THE CITY'S OWN
NEGLIGENCE QR WILLFUL CflNDi]CT.
3. Intellectual Pro�cttv. The Vendor agrccs to assume full respozzszbilit�r for compl�Ting with alJ
State and Fedeial Inte�lcctual I'rope�ty Laws and any other regulations, including, but nnt limitcd tn,
the assutnplian of anjT and all responsibilities �or payicZg royalties that a��e due for the use of othcr
third-party copyrighted works b�� Vendor. Cit�- eY�ressly assumes no obligat�ons, implied or
othenvise, regar�ling payznent or cnllection of any such Fccs o� financial abligarinns. C.ity speciiicaIly
does nnt authnz-zze, permit, nr cond�ne the reproduct�on or use of cn�yrighted materials by `'endar
withaUt the appropriate licensc5 ox permissinn bcing secured by Vendc�r in ac�� ance. IT IS
FURTHEIt AGREED THAT VENDQR SHALL RELEASE, DEFEND, INDEMNIFY,
AND HOLI] HARMLESS CITY FROM AND AGAIN5T ANY AND ALL CLAIMS,
L055E5, D�MliGES, ACTIQNS, nR EXPENSES OF EVERY TYPE AND
DESCRIPT�ON, INCL[7DING, SUT NQT LIMTTED TQ, ATTQRNEY'S FEES, TQ
WHICH THEY MAY BE 5UBJECTED ARISING O�7T QF VENI3pR'5 U5E �F AN4T
PerForman�c _'1�,�r�e�nent
CFW / Cook Children's 1�Iedical Center Page 4 of 12
COPYRIGHTED MATERIAL BY REASON OF AN ALLEGED OR ACT[3AL
COPYRIGHT VI�LATIDN aR OTHER LACK OF �WNE�tSHIP, AU'iHORSHIP, �R
�RIGiNALIT�. Ciry expressl�� assumes no obligarion to review �r oUtai�� appropriatc licensing and
aI� such ]icensing shall ve t-he exclusive o��gati�n of the Vendor.
4. IF ANY ACTI�N OR PROCEEDING SHALL BE BRDUGHT BY OR AGAINST
THE CITY IN CONNECTIDN WITH ANY SUCH LIABILITY QR CLAIM,
THEVENI3QR, []N NQTICE FR�M CITY, SHALL LIEFEND SUCH ACTION �R
PRDCEEDING, AT THE VEND�R'S EXPEhiSE, BY OR THR�L7GH ATTQRNEYS
REASONA.SLY SATISFACTDRY TQ CITY.
5. IT IS AGREED WITH RESPECT TD ANY LEGAL LIMITATIDNS NOW ❑R
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY �R
El�iFORCEASTLITY QF THE INDEMNTFICATION aBLIGATIahi UNDER THIS
SECTI�N, SUCH LEGAL LIMTTATI�NS ARE MADE A PART OF THE
INDEMNIFICAT14N OBLIGATI�N AND SHALL ❑PERATE TQ AMEND THE
INDEMNIFICATI�N �SLIGATION TQ THE MINIMUM EXTENT NECE55ARY TQ
BRING THE PRaVISI�N INTD CONFORMITY WITH THE REQUIREMENTS OP
SUCH LIMiTATIONS, AND AS S� MODIFIED, THE �NDEMI�TIFICATIQN
OBL�GAT�ON SHALL CONTINUE XN FULL F�RCE AND EFFECT.
b. Vendor a�rees to and shall release City from any and all lial�ility for injur}�, dcath, damage, or
loss to persons or prvperry sustained ox caused by Vendoa in connectirrn wi#h Qr incidental to
perforinance under this i�greement.
7, Ven�or shall requi�e all af its subcontraetots tca include in theit subcontracts a release and
uidemnity in favol nf L:ity in suUstantially �11e samc form as aUove.
$. All indemni�icatiUn prnvisiuzis of �his Agrceinent shall survive the tertnination or expirat�on
of th'ts 1lgxeemet�t.
XI.
CORRESP�NDENCE
�LLl noYices required or permitted under this Agreement shaLl 6e canclusively determined tn have Ueen
dcliverer� Zvhen �i) l-iand-delivered to thc other I'arty, or its authorized agent, employee, servant, or
representative, or �u} xcceived by the other Party or its authorized agent, employee, servant, or
representative b}' re�iable overni�ht courier ox CJnited 5tates l�lail, �ostage prepaid, return receipt
xeyuesteci, at the add�ess statcd uelaw a� to such ather address as on� Party majT from time to t�me
noTify the other in writing.
CYTY
Ciry of Fart Worth
Libxary Directnr
500 W 3`� Street,
Pc�rt Wort�, Texas 7G102
VENI7�R
Cook C�ildren's Medical C:cnter
Farrulv-cente�ed Care�Parents as
Partners Prngram
8�1 7t1� .r�ve
1F'ort Worth, Texas 7G104
i'erfarmancc Agreemcn�
CF��YI / Cook Children's I1,Tec�cal Center Page 5 of 12
With copy to:
Llssistant City llttorney
2d(} Te:cas Street
Fort �7oxth, Texas 751�2
The Vencior and City agree to noYify rhe other party of any changes in addxesses.
XiI.
IVQI�T-ASSiGNABILITY
This Ag.rccment is non-assigna�Ole, and azxy unautharizeci purported assigninent or delegat�on ❑E any
duties hereundex, without tlie �rior tvz�itten consent of thc ather Party, shall be void and shal]
canstitute a matexial breach of rhis Ameemetat. This �ro�-isioz� shall not i�e consrrued tv pxohibit the
Vend�r from hir�r�g sui�contractaxs.
XII�.
ENT I RETY
This Agreemcnt constitutes the entire agreement l�etween thc Part'tes hexeto ��i�h respect t� the su}�ject
matter heieo�, and nn amenciment, alterauon, o� modification of this A��eeinent sha11 be valid uniess
in ea�ch instancc such atnencirn�nt, alteration or �nc�dification is ex�ressed zn � wrstten instniirient, dulv
executed and appro�cd by ea�h of #he I'arties. There are no �ther a�reements and undcxstandings,
oral ar written, with reference to thc subject matter he�enf that arc nnt mer�;ed herein and supersec�ed
hereby.
XIV.
M�DIFICATI�N
No arnendinent, modificauon, or alSesation of the tcrms of this �lgieemenL shaLl be hiriding unless the
same is in writing, ciat�d suhsequ�nt to the date hercoE, and duly exccuted by the 1'arties bcreta.
XV.
SEVER.ABILITY
Should any portion, tivord, clause, phrase, se�tence or paragraph of this As��-reemcnt Ue declared vvid
ar unenfarceahle, such partion shall be mc�dified ar deletcd in such a manneY as tn makc tlus
Agreement, as mor3ified, legal and enfvrceahle tn rhe fullest extent pes-rnitted under a�plicaUle law.
XVI.
GOVERNING LAW VENUE
If any action, ��hether real or asserted, at Iaw oz in ec�i�it��, atises on the basis nf an}r pror�ision of rhis
l��reement, venue for such action shall 1ie in state cousts lvcated in Tarrant Caunty�, Texas or the
United 5t�tes Disrxict Court fnx the Noxthern Distxzct of Texas —��ort Worr.h 1]i�Tision_ This
Agreement shall be corlsrr�ed in accordance �vith the lativs of the Staic of'1'exas.
XVII.
Performance Agreemcnt
C%'��1 / Cook Children's lqedical Center Page 6 of 12
WAiVER
No waivex of perfoxmance by cither Party shall be construed as ar �a�erate as a waiver of any
subsequent defa��t of any tcrms, cavenants, and cnnditions c�f t12is .�gteement. The paym�nt or
acceptance o£ fecs for any period after a default shall not 6e deemcd a wazvcr nf any xight ar acceptanee
of defective perFnxxnance.
XVIIT.
NQ THIRD-PARTY BEI�iEFICIARIES
1`i3e provisions and conditions c�f this ��eement are snlel}r for the UeneE�t of City and the Venc�ar,
and any lawful successor o� assign, and are nnt intended to create any rights, mntractual or otherwise,
to any other person or ent�ty. The Partics expressly agree that Vendor's s�hcontracto�s are not thitd-
parry beneftciaries and that to the extent any claim is made by a suber�ntsactor, Vendor s4�all indemnify�
and deEend C:ity fuUy in ac�oi�dance urirh sectican I� of this agreement.
xIX.
CONTRACT CaNSTRUCTIOI�i
The 1'ar[ies acknowledge that each party a�ir�, if it so chagses, its caunsel have rei�iewed and revised
tkzis Agreerncnt and that the normal rule o� cc�nstruction to the effect tlaat any ambiguities axe tn be
resolvcd against the drafting parry must not be cmployed in the in�er�iretarion of this Agreement nr
any ainendments or exhibits heretn.
�.
FISCAL FUNDING �UT
1 f, for any reason, at any cisx�c during any term of �his Agrecment, thc �'orr Worth CztSr Cnuncil fails
to apprnpriate funds sufficient for City to fulfill its obli��.tians under this l�greem�nt, City may
termiz�ate this Agreement ta Ue effectivc on tlse Iater af (i) tl�ty (3D) days follnwing de3ivery Uy C�ity
to t�e Vcndor of written notice of City's intention to terminate or (ia} rhe last r�ate for �vhich funding
has �een appropriated 6y the Fort Wnrth Citv C�uncil for the pur�nses set fnrth in this Agxcemei�t.
XXI.
PROHIBITI�N ON C�NTRACTING WITH CQMPANIES THAT BOYC�TT ISR.AEL
If Vcndor has fewer than 1� exz�pioyees �r this :lgtecinent is fn� less than �10�,(�0{], this section dnes
not ap�ly. Vend«r acknt�t�ledges that in accordance wirh Chapter 2274 of the Teaas Governtz�cnt
L:ode, the City is prohibited fram ente��ing into a contract with a cc�nnpany for gnods or sen-i�es unless
die contxact contains a written veiifcatinn frozn rhe company that it: (1) dnes not l�oycntt Isxael; and
�2} will not boycott Israel durin�; the terrn o£ the contract. The terms "bo��cott lsrael" and "company"
shall have rhe meanings ascrihed to thase terms in Seerinn 808.�fl1 of the'I'exas Gosernzxient Code.
Sy signing this cont'.raet, Vcndnr certa�ies that ]?erfr�rmer's si�aturc prajndes wfit.ten vexificatioix to
the City that �'e��dor: (1} dc�es not bo}rcntt Isracl; and �2) uYill not �oycott lsrael during the terin of thc
contract.
XXII.
AUD�T
Per£ormaiice r`�.grecment
CI�� / Cook Children's �vleriical Center Page 7 af 12
'I'he Vendor ag.rees rhat City w�ll have the right to audit rhe financial and L�usincss iecnrds of the
Vendor that relate to this �'�greement (col3ectivel�� "lZccnrds"} at any tfine during t�c Term of this
1lgrcement and for three �3] ycaxs thereafter in order ta detextnizte compliance with this �lgreeinent.
Tlaxoughout the Term of this Agteement and fnr three �3) years the:reaftcr, the tiTendor shall make all
Records a�ailal�le to City at ZOU Texas 5�eet, I�nrt Waxth, 'I�exas Ur at another location in City
acceptable tr� hoth I'arties fo�lowing reasanable advance nnrice by City and shall othenvise co��erate
fully with City durin� any audit. Notwithstanding anything to the contrary hcrcin, rhis seet�on shall
sur�7ve expirat�on or earlies tetmiilatton of this ��greement.
�III.
C�UNTERPART5 AND ELECTRDNIC SIGNATURES
This �greement may l�c cxecuted ui several counterparts, each of which �vilt l�e deemed an original,
f�ut aIl of Zvhi�h tn�ether wiIl constitutc ane and the same iristrument. A si�nature received via
facsirnile o� electranically via email shall be as legally bin�ing foY all puzposes as an origina] sis�matuie.
XXIV.
NON-DISCRIMINATION
In the execution, perFormance, or attempted perfnrmance ❑f this Agreement, che Vendor �will not
disc.ttiminate against an}' persan or �ers{�ns because nf disa�iilit�r, a�e, fazxtil�al status, sex, race, religinn,
co1�r, natianal orz�,nn, or sexual oiientation, nnr u�ill the'Grendar ger�nit its nfFtee�s, age�ats, sercancs,
innpl��ees, or su6contr.actars to en�a�e in such discrim3nation. This 11.grcc�nent is made anc� cntered
ant.o w�th Yeference speci.fically tn Chapter 17, Articl� II1, 1?i�ision 3, of the Cit}r Code of the City nf
rort Woxth ("I7iscriminat�oi� uz F.mployment 1'ractices"}, and rhe Vendor he.r.eby covenants and
a�rees that th� Vendor, its offtc�rs, agents, ernplayees, and s«}�cantractor.s have fully complied with
aII provisinns of saaxse ans� that no employee or empinyee-applicarzt has l�een discriminated against by
either the Vendor, its officers, agents, erxaployees, or subcontra�tc�rs.
X�'V.
GOVERNMENTAL P�WERS
13oth Partaes agree and understand that the City daes nat wai�e or suirender any of its governrxzcntal
poivers by cxecution af this Agrccment.
�VI.
HEADYNGS N�T C4NTR�LLING
�Ieadings at�d titles used in this t'lgreemcnt are for reference �ur�roses only and shall not be deenned a
part of this AgYecxnent.
XXVII.
REVIEW �F C�iJNSEL
The Parties acknotvledge rhat each party and its counsel have reviewed and revased this Agreement
and that the nornnal n�les af construction to the effect that an}� ambig�ities are to be resolved av�ainst
the drafti���; partv shall nat be empinyed in thc u�te.rprer.arian of this �'Lgreen�enr or exhibits hexeta.
l�erformance Agreemcnt
(�F�Y� / Cook Chilc3ren's Medical Center Page $ of 12
�7III.
LICENSES PERMITS AND FEES C�MPLIANCE WITH LAWS
1. The Vendor agrees to obtain and pay for all apg]icable licenses, p�rmi�s, ce�ti�icates,
inspections, and all other fees required by law necessary to perfarm the sei��ices prescri�ed fnr the
Vendvr ta petfarin hereundex.
2. '1'his Agreement is subjc�t to aIl appli�al�lc federal, stare, and lo�a1 laws, nrdinanccs, rules,
and regulations, inclucl�ng, withvut limitation, all �rnvisions of the Cit�'s Charter and orcianances, as
axnended.
XXIX.
C�NDITIO�i DF THE FACILITY/WARiZANTIES EXCLi]�DED
Tk�e Vendor hereby represents that she has inspectcd the faciii.taes ac the �vcnt Site in�endcd fvr the
Perfnrmance, u�cludin� any ixnprovements thexean, and that the Vendor finds saine suitahl� for all
acti��ities and operat�ons agreed to heret�nc�er, and that the Vendor daes so on an "as is" condition.
`I'he Citjr hereUy e�:pressiy excludes any and all warranties in te�axd to the faciliiies, inclucii.ng, without
limitarion, Ettncss £or any partzcular purpase.
XXX.
INSURANCE
I7uring the tertn af this Agt�ement, the trendor shall maintain in full force and effcct, at her. own cost
and expcnse, Commcrcia] Genexal Liability Insurance in at least the minimunl amount of $1,0OO,�dQ
pex occurrenee with an a�inual agg�egate litnit of nnt less th.an �Z,OOU,U�4, and the City shall be named
as an addit�onal insured on the insurance policy.
The Ve�dor sha1� be responsible Enr any and all wrongful or negligcnt acts or nmissions of its
employees and agenCs and for any causes of action aris'tng under strict liability.
Additionai Insurance Rec�uirements:
1. Certi�icates of Insurance e�idencing that the Vendor has ol�tain�d all rec�uired inswtance shall
be delivered t� the Ciry prior ta Vendor praceeding wath the �g.reemei�t.
2. Applica6le pnlieies shall Ue endorsed to namc the City an Add�tional Insured thereon, as its
interests may appeat. The term �:ity shall include its en:xployees, officers, officials, agents, and
vaiunteers as respects ehe Contr.acted services.
3. Ceztifzcate(s} o£ Insurance shall docutnent that insurance cavera�e specified hercin are
pro��ded under applicaule palicies documcnted therci�n.
4. ?�n�� £ailure on j�art nf the City tn request requircd insurance dacun�cnrativn shall not
constitute a waiver of the insurance xequitements.
Per£oz�nancc A�reement
CFW / Cook C�ulclren's Medical Center Page 9 of 72
5. 11 ininunum nf thirtt� (34) days' noticc of �ancellation nr material. change in cnverage shall be
pxovid�d to the City. 1l minimum ten [10} day notice shall be required in the ecrent of ��Un-
paj�ment af �remium. Such terms shall be endorsed nntc� the Venc3or's insurance policies.
Noticc sha�l be sent tn I3epaYtment nf Risk �Ianagement, City- of F'ort Worth, 1{)()U
Throckmnrton Stxeet, roYt Worth, '1'eaas 7� 102.
a. Insuxers for all nolicie.s znt.rst be authorized to do business in the state of Texas or Ue
uthenvise appro�ed 6y the Ci15�; and, such insurers shall l�e acceptable to the City in
terms of rheir financial strength and solvency.
b, Dedu�tiblc iimits, or self-insured retentions, affecting insuran�e required herein shall
be accepta�lc to the City in its solc discretion; and, fn lieu r�f trar�itiortal insurance, any
alternative coverage maintained throttgh insurance poois r�r xisk retentton grou�-ss must
be also a�proved. Dedicated financial resc�urces or I,etter.s of Credir ma}° also be
acce�tahlc to the City,
c. ilpplicaE�Ie policaes shall each }�e ez�dotsed with a waiver of su%rogation in favar a� the
City as xespects the Cnnrract.
d. '1'he Ciry shall be entitled, upoii its request and ur�thvut uicurring ex�ense, to review
the Vendor's insurance ��lici.es inc�uc�ing endorsem�nts thereto and, at the City's
discretson; the Vendor may �e requieed to provide proo� of iaisurance premium
payments.
e. The Comrnexr�al General L�an�i�ty insuxance poLicy shall havc na exciusions by
endarsements unless the City app�oves such exclusions.
f. Tkae �,ity shall not b� respvnsible for the direct paj�ne�lt of a��y insurance premiums
rcyuired �3� the Agreernent. It is understnod tl�at insurancc cost is an allowable
component nf 1'endor's overhead.
g. rill inst�ras�ce requ.ired above sl�all be written ❑n an occurrence Uasis in otdex to be
apprnved hy the City=.
h. Suhcontractors to the Vendor shall be rec�uired 6y the Contractnr ta rnaintain the satxie
or reasona�ly equi�ralent insuraz�ce coverage as required for the Vet�do.t. When
su�c:ontractors maintain insurance caverage, Contractor shalt pro�'ide City with
dncumentatson thereof on a ceitificatc of insurance. Notwithstand2ng an��thuig to the
�ontrary cantaincd herein., in the event a suUcontractot's insura�ice coverage is
canceled or terminatcd, such cancellatton nr tern�ation shall not canstitute a ureach
by the Vcndor of the A�reement_
��I.
5IGIVATURE AUTH�RITY
Thc persvn signing this Agreement here�y warrants that she has the legal aurhnrity to execute this
Agreement on behalf of his or her respective Party, and [hat sucl� buidin� autliority has �een granted
by p�oper ordez, resalutian, nrdinance or other authorization nf the �crson os� cnC�ty. "The o�her PaYty
is fzaIIy entitled ta rely a« this ��arranty and Yepresentatinn in entering into this l��reement, Sl�ould
that person or entii�� not bc autharized, the terms ar�d conditions of this �'Lgreement shall be binding
as a�inst the signatare and she shall l�e subject ta the terms and �onditions of this Agreement.
[REN[JIINDLR DF THIS I�AGI� INTF.NTIONI'�LLY LEF"1' BLANI��
[SIGl\ATUR�: PAGE FOLLOWS]
Performance Agreernent
C�'Vi� / Cook Children's hZedical Ceirter Page 1D of 12
IN WITNESS WHEREOF, the parties hereto have executed this agreement in mulUples, this
23 __day of April _ 2021.
CITY OF FORT WORTH
by:'.�'� ---
Manya Shorr
Library Director
COOK CHILDREN'S MEDICAL
CENTER
�
�: •
by: � l.G�'�.� /�lS, CC:GS.
Na e: Vicki D. 7'. I�elley, , CCLS
T'ide: Manager, Famil�-centered Gare 1'rogram
Recommended by:
� �
���u�-���-
Marilyn Marvin
Assistant Library Director
APPROVED AS TO FORM AND LEGALITY
;� j�,��Jj
by., '
Jessika Williams
Assistant City Attorney
Ordinance No. 24161-04-2020
ATTEST: a,o,� F�Rr� �
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G�� °��Idd
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Mary ILayser �� � �o � �
City Secretary �� o��O000000°o �
��� nEXASa�a
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.
�s�� p
Timothy Shidal
Administrative Services Manager
Performance Agreement
CNW / Cook Children's Medical Center
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ATTACHMENT A
PER�ORMANCE DATES
Date Lan a e Tirne Ph sical Location
04/29/2021 �nglish Z_4��m Vvrtuall'e�formance
D4�29/2021 Spanish
OG/24�2021 Ez�glish
OG/24J2d21 Spanis�
Q9/3UJ2421 �nglish
n���a�aaz� sp��s�
2:OOpzx�
1:U�jrsn
2:O�pm
1:�Opm
2: ClOpm
Virtual I'erformance
Vi�tual I'crf�rrnance
Virtual Performance
Virtztal Peeforman�c
VirYual Pexfr�rmance
Performance ilgreement — Attachnaent A
CF'V[1 / Coak Children's Medical Center Page 12 of 12