HomeMy WebLinkAboutContract 57123 CSC No. 57123
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 Martha Prudhomme, 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 $10.000.0 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 Instructors 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 Instructors receipt of
a written invoice from City.
C. LIABILITY. JNSTRIICTOR WILL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL DAMAGES, CLUDJNG, BUT NOT LIMITED TO, PROPERTY
LOSS, PROPERTY DAMAGE AND PERSONAL JNJURY, OF ANY KIND OR
CHARACTER, WHETHER REAL bR ASSERTED, TO THE EXTENT CAUSED BY
THE ACTS OR OMISSIONS OF INSTRUCTOR, OR ITS DIRECTORS, OFFICERS,
REPRESENTATIVES, AGENTS, I SERVANTS, CONTRACTORS, EMPLOYEES,
PATRONS, GUESTS, JNVITEES, OR PROGRAM PARTICIPANTS. JNSTRUCTOR
HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL
LIABILITY FOR ANY DAMAGE,INCLUDJNG,BUT NOT LIMITED TO,PROPERTY
DAMAGE AND LOSS AND PERSONAL JNJURY ARISJNG OUT OF OR IN
CONNECTION WITH, DIRECTLY PR INDIRECTLY, THE OCCUPANCY OR USE OF
THE CENTER AND ANY AND ALL ACTIVITIES CONDUCTED THEREON
SUSTAJNED BY REASONS OF THE USE OF SAID CENTER UNDER TIDS
AGREEMENT.
f. INDEMNIFICATION - JNSTRUCTOR, 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 AGAJNST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES,
LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES
(JNCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND
COSTS OF JNVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISJNG
OR ALLEGED TO ARISE BY REASON OF JNJURY TO OR DEATH OF ANY PERSON
OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATJNG TO THE USE OR
OCCUPANCY OF THE CENTER BY JNSTRUCTOR 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 1N WHOLE OR 1N PART BY
ANY ACT OR OMISSION ON THE PART OF JNSTRUCTOR OR ANY OF ITS
OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, PATRONS, GUESTS, PROGRAM PARTICIPANTS, OR JNVITEES
OR OF ANY OTHER PERSON ENTERJNG UPON THE CENTER WITH THE
EXPRESS OR IMPLIED JNVITATION OR PERMISSION OF JNSTRUCTOR; OR (3)
BY ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF
JNSTRUCTOR UNDER TIDS AGREEMENT (COLLECTIVELY,"LIABILITIES").
Contract Instructor Agreement Page 2 of9
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.
h. 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 City. 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 wi I I be deemed to have been
received when deposited in the United States mail so addressed with postage prepaid:
CITY: INSTRUCTOR:
City of Fort Worth Martha Prudhomme
HR.Director 411 West 7th Street#506
Contract Instructor Agreement Page 3 ot9
200 Texas Street Fort Worth,Texas 76102
Fort Worth,Texas 76102
With conies 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 he
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas-Fort Worth Division.
C. Assienment. 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 oflnstructor.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
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behalf of itself, and any of employees, representative, agents, servants, officers, contractors,
subcontractors,and volunteers.
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. Severability. 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.
L 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 TIDS 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.
Contract Instructor Agreement Page 6 of9
in. No Boycott oflsrael. 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
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
Contract Instructor Agreement Page 6 of9
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 7 of9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
City: Instructor: 7.
By: Reginald Zeno(Feb 14,2022 08:35 CST) By:
Name: Reginald Zeno Name:-, rudhomme
Title: Interim Assistant City Manager Title: Bootcamp Instructor
Date: Feb 14, 2022 Date: February 91�h, 2022
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 Gregory(Feb ozz 1 3 csr performance and reporting requirements.
Name: Nathan Gregory
Title: Deputy Director of Human Resources
Tay nn'g ffin-fon
By: Joanne Hinton(Feb 11,202211:17 CST)
Approved as to Form and Legality: Name: Joanne Hinton
Title: Benefits Manager
By: st City Secretary: pap OR � as
p �OopOOOp��
Name: JB Strong � o° °°000��
Title: Assistant City Attorney 1pf 0 °
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JCS. o °
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B oodall(Fe 16,2022 08:06 CST) �j� ° o�C
Y: K °,o°O
Contract Authorization: Name: Jannette Goodall aaa TEX00. "§
M&C: ____ Title: City Secretary Z41 1 S
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Instructor Agreement Page 8 of9
EXIIIBIT A
Following the completion of each eight-week session of fitness classes,the City of Fort Worth will
pay all invoices submitted by Martha Prudhomme within 28 business days upon receipt of
invoices from Martha Prudhomme.
Contract Instructor Agreement Page 9 of9