HomeMy WebLinkAboutContract 56925 CSC No. 56925
CONTRACT INSTRUCTOR AGREEMENT
This Contract Instructor Agreement ("Agreement") is made and entered into by and between the
City of Fort Worth("City"),a home-rule municipal corporation of the State of Texas,acting by and through
its duly authorized representative,and Amanda Arana,an individual ("Instructor").
WHEREAS, City is committed to improving the quality of life for employees by providing
recreational opportunities,which include a variety of classes ("Participants");
WHEREAS, to help provide such recreational opportunities, the HR Department has set up a
program to allow independent instructors to provide classes and activities through written agreements;
WHEREAS,individuals or entities desiring to instruct a program must fill out an application and
pass a background check prior to conducting any program at any City facility;
WHEREAS,City and Instructor wish to set out terms for the provision of Instructor's classes and
activities at certain City facilities;
NOW THEREFORE, in consideration of the covenants and agreements contained in this
Agreement,City and Instructor hereby agree as follows:
1. Program. Instructor will provide certain classes ("Program") at City Hall for Participants.
2. Term of Agreement.Unless terminated earlier pursuant to the terms herein,the term of this
Agreement begins on January 10, 2022 and expires on December 16, 2022 ("Initial Term"). City and
Instructor may agree, in writing,to renew this Agreement for four(4) additional one-year periods (each a
"Renewal Term").
3. Compensation. City shall pay Instructor an amount not to exceed $12,480 in accordance
with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and
incorporated herein for all purposes. Instructor shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Instructor not specified by this Agreement
unless City first approves such expenses in writing.City agrees to pay all invoices of Instructor within thirty
(30)days of receipt of such invoice.
4. Instructor Duties.
a. Background Check. The safety and security of all Participants are of paramount
importance to the City. Therefore, prior to performing any Program under this Agreement,
Instructor, and anyone that will attend or teach any Program on behalf of or with the Instructor,
must pass a thorough background investigation by an entity approved by the City.
b. Instructor and anyone that will attend or teach any Program on behalf of or with
the Instructor will be subject to future random background investigations and drug testing.Refusal
to submit to a background investigation or a failure of any background investigation will be cause
for immediate termination of this Agreement.
C. Instructor, and anyone that will attend or teach any Program on behalf of or with
the Instructor, must be 18 years of age or older, except that an assistant instructor who is present
with the Instructor during the Program may be 16 years of age.
OFFICIAL RECORD
CITY SECRETARY
Contract Instructor Agreement
FT. WORTH, TX
d. Subject to ordinary wear and tear, Instructor will pay the costs of repairing any
damage that may be done to the Center or any of the fixtures,furniture or furnishings by any act of
Instructor or any of Instructor's officers, representatives, servants, employees, agents, Program
Participants,or anyone visiting the Center upon the invitation of the Instructor.City will determine,
in its sole discretion, whether any damage has occurred, the amount of the damage and the
reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the
Instructor is responsible. City will be the sole judge of the quality of the maintenance and damage
of the Center,furnishings,fixture or furniture by the Instructor.The costs of repairing any damage
to the Center will be immediately due and payable by the Instructor upon Instructor's receipt of a
written invoice from City.
C. LIABILITY.INSTRUCTOR WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL DAMAGES,INCLUDING,BUT NOT LIMITED TO,PROPERTY LOSS,
PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF INSTRUCTOR, OR ITS DIRECTORS, OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES,
PATRONS, GUESTS, INVITEES, OR PROGRAM PARTICIPANTS. INSTRUCTOR
HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL
LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY
DAMAGE AND LOSS AND PERSONAL INJURY ARISING OUT OF OR IN
CONNECTION WITH,DIRECTLY OR INDIRECTLY, THE OCCUPANCY OR USE OF
THE CENTER AND ANY AND ALL ACTIVITIES CONDUCTED THEREON
SUSTAINED BY REASONS OF THE USE OF SAID CENTER UNDER THIS
AGREEMENT.
f. INDEMNIFICATION — INSTRUCTOR, AT ITS SOLE COST AND
EXPENSE,AGREES TO AND DOES HEREBY DEFEND,INDEMNIFY,PROTECT,AND
HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS,
EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM
AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS,
CAUSES OF ACTION,SUITS,JUDGMENTS,AND EXPENSES(INCLUDING,BUT NOT
LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF
INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION ARISING OR
ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR
DAMAGE TO OR LOSS OF PROPERTY(1)RELATING TO THE USE OR OCCUPANCY
OF THE CENTER BY INSTRUCTOR OR ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
PATRONS,GUESTS,PROGRAM PARTICIPANTS,OR INVITEES; (2)BY REASON OF
ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR
OMISSION ON THE PART OF INSTRUCTOR OR ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
PATRONS,GUESTS,PROGRAM PARTICIPANTS,OR INVITEES OR OF ANY OTHER
PERSON ENTERING UPON THE CENTER WITH THE EXPRESS OR IMPLIED
INVITATION OR PERMISSION OF INSTRUCTOR; OR (3) BY ANY BREACH,
VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF INSTRUCTOR
UNDER THIS AGREEMENT(COLLECTIVELY, "LIABILITIES").
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g. Intellectual Property — Instructor agrees to assume full responsibility for
complying with all State and Federal Copyright Laws, including, but not limited to, the Federal
Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any other regulations associated therewith.
City specifically does not authorize, permit, or condone the performance, reproduction, or other
use of copyrighted materials by Instructor or its officers, agents, servants, representatives,
subcontractors,invitees,or licensees without the appropriate licenses or permission being secured
in advance. In addition to any other indemnification obligations set forth herein,Instructor further
agrees that INSTRUCTOR AGREES TO AND DOES HEREBY RELEASE, DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE CITY FOR, 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 AND
NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO,
ASCAP,BMI,SESAC,AND GLOBAL MUSIC RIGHTS,ARISING OUT OF OR RELATED
TO INSTRUCTOR'S INFRINGEMENT OR VIOLATION OF ANY COPYRIGHT LAWS
OR REGULATIONS.
It. Insurance. Instructor must abide by the insurance requirements set forth by City,
in the sole discretion of City.
5. Audit. Instructor agrees that the City will,until the expiration of three (3)years after the
termination or expiration of this Agreement,have access to and the right to examine any directly pertinent
books, documents, papers, and records of Instructor involving transactions relating to this Agreement.
Instructor agrees that the City will have access during normal working hours to all necessary Instructor
facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance
with the provisions of this section. City will give Instructor reasonable advance notice of intended audits.
6. Termination by Instructor. This Agreement may be terminated without cause by Instructor
upon thirty(30)days written notice of such intent to terminate being delivered to the City.
7. Termination by Cily. This Agreement may be terminated without cause by City
immediately upon written notice to Instructor of such intent to terminate.
a. Fiscal Funding Out. Notwithstanding anything to the contrary,if,for any reason,
at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate
funds sufficient for the City to fulfill its obligations under this Agreement,the City may terminate
the portion of the Agreement regarding such obligations to be effective on the later of(i) ninety
(90) calendar days following delivery by the City to Agreement of written notice of the 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 Contract.
8. Notices. All notices required or permitted under this Agreement may be given to a party
personally or by mail, addressed to such party at the address stated below or to such other address as one
party may from time to time notify the other in writing. Any notice so given will be deemed to have been
received when deposited in the United States mail so addressed with postage prepaid:
CITY: INSTRUCTOR:
City of Fort Worth Amanda Arana
HR Director 801 Shaw St. 9401
200 Texas Street Fort Worth,Texas 76110
Contract Instructor Agreement Page 3 of 9
Fort Worth, Texas 76102
With copies to:
City of Fort Worth
Attn: Assistant City Attorney for HR
200 Texas Street
Fort Worth,Texas 76102
Or to such other address as such party may hereafter designate by notice in writing addressed and mailed
or delivered to the other party hereto.
9. Miscellaneous.
a. Nondiscrimination. Instructor will not engage in any unlawful discrimination
based on race,creed,color,national origin, sex,age,religion,disability,marital status,citizenship
status, sexual orientation or any other prohibited criteria in any employment decisions relating to
this Agreement, and Instructor represents and warrants that to the extent required by applicable
laws,it is an equal opportunity employer and must comply with all applicable laws and regulations
in any employment decisions.
b. Choice of Law. Instructor and City agree that this Agreement will be construed in
accordance with the laws of the State of Texas. 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 will lie in state
courts located in Tarrant County,Texas or the United States District Court for the Northern District
of Texas—Fort Worth Division.
C. Assignment. Instructor agrees that it will not subcontract or assign all or any part
of its rights, privileges or duties hereunder without the prior written consent of the City, and any
attempted subcontract or assignment of same without such prior consent of the City will be void.
d. Independent Contractor. It is expressly understood and agreed that Instructor and
its employees,representative,agents,servants,officers,contractors,subcontractors,and volunteers
will operate as independent contractors as to all rights and privileges and work performed under
this Agreement, and not as agents, representatives or employees of the City. Subject to and in
accordance with the conditions and provisions of this Agreement,Instructor will have the exclusive
right to control the details of its operations and activities and be solely responsible for the acts and
omissions of its employees, representative, agents, servants, officers, contractors, subcontractors,
and volunteers. Instructor acknowledges that the doctrine of respondeat superior will not apply as
between the City and its officers, representatives, agents, servants and employees, and Instructor
and its employees, representative, agents, servants, officers, contractors, subcontractors, and
volunteers. Instructor further agrees that nothing herein will be construed as the creation of a
partnership or joint enterprise between City and Instructor. It is further understood that the City
will in no way be considered a Co-employer or a Joint employer of Instructor or any employees,
representative, agents, servants, officers, contractors, subcontractors, and volunteers of Instructor.
Neither Instructor,nor any officers,agents,servants,employees or subcontractors of Instructor will
be entitled to any employment benefits from the City. Instructor will be responsible and liable for
any and all payment and reporting of taxes on behalf of itself,and any of employees,representative,
agents, servants,officers,contractors, subcontractors, and volunteers.
Contract Instructor Agreement Page 4 of 9
C. Amendment. Except as otherwise provided in this Agreement, the terms and
provisions of this Agreement may not be modified or amended except upon the written consent of
both the City and Instructor.
f. Governmental Powers. It is understood that by execution of this Agreement, the
City does not waive or surrender any of its governmental powers or immunities.
g. Counterparts. 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 will be as legally binding
for all purposes as an original signature.
h. Severabilily. It is agreed that in the event any covenant, condition or provision
herein contained is held to be invalid by any court of competent jurisdiction,the invalidity of such
covenant, condition or provision will in no way affect any other covenant, condition or provision
does not materially prejudice either Instructor or City in connection with the right and obligations
contained in the valid covenants,conditions or provisions of this Agreement.
i. Waiver. The failure of either party to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
j. Compliance with Laws. This Agreement is subject to all applicable federal, state
and local laws,ordinances,rules and regulations,including,but not limited to,all provisions of the
City's Charter and ordinances, as amended.
k. Sole Agreement. This Agreement, including all exhibits attached hereto,
constitutes the final,entire,and complete agreement between Instructor and the City and supersedes
any prior and contemporaneous negotiations, understandings, representations, and agreements
between the parties. Any prior or contemporaneous oral or written agreement that purports to vary
from the terms hereof must be void. This Agreement cannot be modified or amended without the
written consent of all the parties hereto and attached and made a part of this Agreement.
1. Immigration Nationality Act. Instructor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Instructor must provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Instructor must adhere to all Federal and State laws as well
as establish appropriate procedures and controls so that no services will be performed by any
Instructor employee who is not legally eligible to perform such services. INSTRUCTOR MUST
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
INSTRUCTOR, INSTRUCTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City,upon written notice to Instructor,will have the right to immediately terminate
this Agreement for violations of this provision by Instructor.
in. No Boycott of Israel. If Instructor has fewer than 10 employees or the Agreement
is for less than $100,000, this section 28.1 does not apply. Instructor acknowledges that in
accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering
Contract Instructor Agreement Page 5 of 9
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"will have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
Addendum, Instructor certifies that Instructor's signature provides written verification to City
that Instructor. (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
Agreement.
n. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City,
with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City
that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
o. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more which will be paid wholly
or partly from public funds of the City, with a company (with 10 or more full-time employees)
unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and(2)will not discriminate during the term of the contract against a firearm entity or
firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1). To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2)will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
p. Electronic Signatures. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and will have the same force and
effect as an original signature. For these purposes, "electronic signature"will mean electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature,or signatures electronically inserted via software such as Adobe Sign.City and Instructor
agree that the delivery of an executed copy of this Agreement by facsimile or e-mail will be legal
and binding and will have the same full force and effect as if an original executed copy of this
Agreement had been delivered.
(signatures on following page)
Contract Instructor Agreement Page 6 of 9
Contract Instructor Agreement Page 7 of 9
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
City: Instructor:
By: Jesus J.Chapa an 4,4202209:29 CST)
Name: Jay Chapa By.
Name: Amanda Arana
Title: Assistant City Manager
Title: Zumba Instructor
Date: Jan 4, 2022
Date: 12/13/2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: Nathan Greg ry(Jan 3,202215:00 CST) performance and reporting requirements.
Name: Nathan Gregory
Title: Deputy Director of Human Resources
,7aeee h`1�t0e
By: Joanne Hinton(Jan 3,2022 14:59 CST)
,d-p'0���
Approved as to Form and Legality: Name: Joanne Hinton aq FORr 4�
Title: Benefits Manager AOi0000000000*-
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By: City Secretary: p 0 41
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Name: JB Strong �da4r 0� 0000,oap
Title: Assistant City Attorney n*X0
Ronald P Gonzales,Assistant Cot Secretarx
By: Ronald P.Gonzales,Assistant City Secretary(Jan 4,202216:16 CST)
Contract Authorization: Name: Jannette Goodall
M&C: Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Instructor Agreement Page 8 of 9
EXHIBIT A
Payment Schedule
Dates # of classes amount due invoice date due date
Jan 10 - Mar 3, 2022 32 $2,080 Mar 4, 2022 Apr 3, 2022
Mar 7 -Aprl 28, 2022 32 $2,080 Apr 29, 2022 May 29, 2022
May 2 -Jun 23, 2022 32 $2,080 Jun 24, 2022 Jul 24, 2022
Jun 27 -Aug 18, 2022 32 $2,080 Aug 19, 2022 Sep 18, 2022
Aug 22 - Oct 13, 2022 32 $2,080 Oct 14, 2022 Nov 13, 2022
Oct 17 - Dec 16, 2022 32 $2,080 Dec 17, 2022 Jan 16, 2022
$12,480
Contract Instructor Agreement Page 9 of 9