HomeMy WebLinkAboutContract 57188 CSC No. 57188
PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND TEXAS A&M AGRILIFE EXTENSION SERVICE 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 municipal corporation of the State of Texas
("City"), acting by and through its duly authorized Assistant City Manager, and TEXAS A&M
AGRILIFE EXTENSION SERVICE ("Performer").
WHEREAS, among other activities, the City desires to feature performances at The Fort
Worth Public Library; and
WHEREAS, the City is sponsoring a series of educational programs focused on local needs
of the community ("Event") to support the Library's goals of education and growth;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 educational programs for Library patrons ("Performance").
The Performances shall occur at the date, time, and locations specified in Attachment A
("Performance Details"), unless changed in accordance with this Agreement. Additional times and
locations may be added by written mutual agreement of the Parties in writing 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. If the Performer cannot support a Performance as specified in Attachment A then either party
may terminate this Agreement without penalty.
II.
TERM
This Agreement shall begin on February 1, 2022 ("Effective Date") and expire on January 31, 2023
("Expiration Date"), unless terminated earlier in accordance with this Agreement. ("Initial Term")
This Agreement may be renewed under the same terms and conditions annually upon mutual written
agreement of the parties.
III.
COMPENSATION
1. Performer shall provide the Performance at no charge to City. City shall not be required to
pay any cost, fee, or charge of any nature for the Performance.
OFFICIAL RECORD
Performance Agreement CITY SECRETARY
CFW&TEXAS A&M AGRILIFE EXTENSION FT. WORTH, TX
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. 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. Both parties agree as a condition precedent of this Agreement that both parties
have exchanged good and valuable consideration.
IV.
PERFORMER'S OBLIGATIONS
1. The Performer agrees to provide educational programs for Library patrons in the following
core service areas of Agriculture and Natural Resources, Integrated Pest Management, Horticulture,
Family and Community Health, Nutrition, Diet, and Health, Youth Development, and Urban
Development.
2. Performer agrees to arrive at the Performance site no later than thirty minutes (30) prior to
start time on the Performance date. In the event that Performer will not be able to arrive by ten
minutes (10) prior to start time on the Performance date, the Performer agrees to call the contact
as specified in Attachment A as soon as the Performer is aware of such delay.
3. Performer shall supply participant booklets, lesson materials, and any supplies needed for
demonstration purposes to effectuate the Performance and shall remove all such supplies at the
conclusion each Performance.
4. Performer shall obtain all necessary consents, permissions, licenses, and other documents
from any copyright owners, or others with any interest in the Performance, at Performer's sole cost
and expense and will, to the extent authorized by law, indemnify and hold City harmless from and
against any and all claims, suits, threats, demands, actions, and causes of action brought directly or
indirectly by any such party.
5. Performer agrees to collaborate with the City in promotion of the Performance by providing
current photographs, biographies and permission to use those items in marketing materials for the
term of this agreement.
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 supply meeting room space including chairs and tables required for the Performance.
3. City shall provide a clean, climate controlled,and well-lighted venue for the Performance.
VI.
DUTY TO PERFORM/FORCE MAJEURE
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Each party reserves the right to cancel the Event or any Performance 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 authority, 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.
INDEPENDENT CONTRACTOR
The Performer shall operate under this Agreement as an independent contractor and not as an officer,
agent, servant, or employee of City. 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.
VIII.
TERMINATION
This Agreement may be terminated by either party without cause with fourteen(14)days written notice
to the other party.This Agreement may also be terminated at any time by the City for cause and upon
notice to the Performer.
IX.
LIABILITYANDEMNIFICATI ON
Intellectual Property. 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. IT IS FURTHER
AGREED THAT, TO THE EXTENT AUTHORIZED BY LAW, PERFORMER SHALL
RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY 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, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF
PERFORMER'S USE OF ANY COPYRIGHTED MATERIAL BY REASON OF AN
ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF
OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to
review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the
Performer.
Performance Agreement
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X.
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 PERFORMER
City of Fort Worth Texas A&M AgriLife Extension Service
Library Director 200 Taylor Street#500
500 W 3rd Street, Fort Worth,Texas 76196
Fort Worth,Texas 76102
With copy to: With copy to:
Assistant City Attorney Texas A&M AgriLife Contracts Office
200 Texas Street 2147 TAMU
Fort Worth,Texas 76102 College Station,TX 77843-2147
Email: contractskag.tamu.edu
The Performer and City agree to notify the other party of any changes in addresses.
XI.
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.
XII.
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.
XIII.
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
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XIV.
SEVERABILITY
Should any portion,word, clause, phrase, sentence or paragraph of this Agreement be declared void
or unenforceable, such portion shall 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.
XV.
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 as provided by applicable law. This Agreement shall be
construed in accordance with the laws of the State of Texas.
XVI.
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 shall not be deemed a waiver of any right or acceptance
of defective performance.
XVII.
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 and that to the extent any claim is made by a subcontractor, Performer shall,
to the extent authorized by law,indemnify and defend City.
XVIII.
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.
XIX.
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
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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.
XX.
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.
XXI.
AUDIT
If any money is exchanged as part of this Agreement, then the City shall have the right to audit the
financial and business records of the Performer that relate to any monetary exchange under this
Agreement (collectively "Records") at any time during the Term of this Agreement and for three (3)
years thereafter. It is expressly understood that no money is being exchanged as part of this
Agreement.
XXII.
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 DocuSign or email shall be as legally binding for all purposes as an
original signature.
XXIII.
NON-DISCRIMINATION
In the execution,performance, or attempted performance of this Agreement, the Performer will not
discriminate against any person or persons because of disability,age, familial status, sex,race,religion,
color,national origin,or sexual orientation,nor will the Performer 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 Performer hereby covenants and
agrees that the Performer,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
either the Performer,its officers,agents, employees, or subcontractors.
Performance Agreement
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XXIV.
GOVERNMENTAL POWERS
Both parties agree and understand that the City does not waive or surrender any of its governmental
powers by execution of this Agreement. City understands and agrees that Performer is an agency of
the State of Texas, as such, notwithstanding any provision hereof, nothing herein is intended to be,
nor will it be construed to be,a waiver of the sovereign immunity of the State of Texas or a prospective
waiver or restriction of any of the rights,remedies, claims, and privileges of the State of Texas.
XXV.
HEADINGS NOT CONTROLLING
Headings and tides used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
XXVI.
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.
XXVII.
CONDITION OF THE FACILITY/WARRANTIES EXCLUDED
The Performer hereby represents that she 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 City hereby expressly excludes any and all warranties in regard to the facilities,
including,without limitation, fitness for any particular purpose.
XXVIII.
PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Performer 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 that is to 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
Performance Agreement
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2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Performer
certifies that Performer's signature provides written verification to the City that Performer: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
XXIX.
PROHIBITION ON DISCRIMINATION AGAINST FIREARMS AND AMMUNITION
INDUSTRIES
Performer 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 that is to 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,Performer certifies that Performer's signature provides written verification
to the City that Performer: (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.
XXX.
INSURANCE
Performer, is a public institution of higher education and an agency of the State of Texas, and is
governed by the Texas Tort Claims Act, which sets forth certain limitations and restrictions of the
types of liability and types of insurance coverage that can be required of Performer. Performer
represents to City that it either has insurances policies in place or sufficient resources to self-insure
for all claims for which it may be responsible under the Texas Tort Claims Act. Performer further
represents to City that it either has workers'compensation insurance in the amount required by statute
or is entitled to self-insure for workers' compensation under Texas law and has elected to do so.
XXXI.
SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he or she 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 entity. The
other party 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 signatory and he/she shall be subject to the terms and conditions of this
Agreement.
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[SIGNATURE PAGE FOLLOWS]
Performance Agreement
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IN WITNESS WHEREOF,the parties hereto have executed this agreement in multiples,this
01 day of March ,2022.
CITY OF FORT WORTH PERFORMER—TEXAS A&M
AGRILIFE EXTENSION SERVICE
`"� DocuSigned by:
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by: by: 72FC25C2A549419...
Marilyn Marvin Donna Alexander
Acting Library Director Assistant Director,Agency& CFO
Recommended by: a- LF 9641/22
n
Cristi Lemon
Acting Assistant Library Director
APPROVED AS TO FORM AND LEGALITY
by.
Jessika J. Williams
Assistant City Attorney
Ordinance No. 24161-04-2020 O ko,
FORT� aa
° O�
ATTEST: I0Oo°annette S.Goodall(Mar2,2022 09:35 CST) °°°o°ppppO.° *d
Jannette Goodall n�nEXAsa°p
City Secretary
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.
OFFICIAL RECORD
Timothy Shidal
Administrative Services Manager CITY SECRETARY
FT. WORTH, TX
Performance Agreement
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Attachment A
Performance Details
CORE PERFORMANCE DATE/TIME LOCATION CONTACT
SERVICE
AREA
Nutrition, Expanded Food and 03/10/2022 through Diamond Hill/Jarvis Jennifer Demas
Diet,and Nutrition Education 04/28/2022 Branch Library 682-212-7501
Health Program
Every Thursday for 8 Weeks
90 minutes each, 6:30pm
Nutrition, Expanded Food and 06/06/2022 through Meadowbrook Jennifer Demas
Diet,and Nutrition Education 08/01/2022 Branch Library 682-212-7501
Health Program
Every Thursday for 8 Weeks
90 minutes each, 6:30pm
Nutrition, Expanded Food and TBD La Gran Biblioteca Jennifer Demas
Diet,and Nutrition Education Library 682-212-7501
Health Program Every Thursday for 8 Weeks
90 minutes each, 6:30pm
Performance Agreement-Attachment A
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