HomeMy WebLinkAboutContract 59562CSC No. 59562
FORT WORTH,
N111
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by
and through its duly -authorized Assistant City Manager, and FORT WORTH MUSEUM OF
SCIENCE AND HISTORY ("FWMSH"), each individually referred to as a "party" and collectively
referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Program Handbook; and
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. FWMSH will provide a series of astronomy engagement programs and
City will provide the venue for hosting these programs for the Fort Worth Public Library. "Exhibit A —
Scope of Services" more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on May 31, 2026 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement. Parties shall have the option to renew this Agreement under the same
terms and conditions, for up to four (4) one-year renewal options.
3. Compensation. FWMSH shall provide these services at no charge to City. City
represents that for, and in consideration of, its obligations under this Agreement that FWMSH is
providing a unique and important experience free -of -charge for the citizens of Fort Worth.
FWMSH represents that for, and in consideration of, its obligations under this Agreement, City is
providing a space for such Performance to occur, which will provide exposure for FWMSH. Both
Parties agree as a condition precedent of this Agreement that both Parties have exchanged good
and valuable consideration.
Professional Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 14
4. Termination.
4.1. Written Notice. City or FWMSH may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-Annronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify FWMSH
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblisations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, FWMSH shall continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, FWMSH shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event FWMSH
has received access to City Information or data as a requirement to perform services hereunder,
FWMSH shall return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. FWMSH hereby warrants to City that FWMSH
has made full disclosure in writing of any existing or potential conflicts of interest related to
FWMSH's services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, FWMSH hereby agrees immediately to make full disclosure to
City in writing.
5.2 Confidential Information. FWMSH, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. FWMSH shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. FWMSH shall notify City immediately if the security or integrity of
any City Information has been compromised or is believed to have been compromised, in which
event, FWMSH shall, in good faith, use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. FWMSH agrees that City shall, until the expiration of three (3) years after
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final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of FWMSH involving transactions
relating to this Agreement at no additional cost to City. FWMSH agrees that City shall have access during
normal working hours to all necessary FWMSH facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
FWMSH reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that FWMSH shall
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, FWMSH shall have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, vendors and sub -vendors. FWMSH acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and FWMSH, its
officers, agents, employees, servants, vendors and sub -vendors. FWMSH further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and FWMSH. It is further
understood that City shall in no way be considered a co -employer or a Joint employer of FWMSH or any
officers, agents, servants, employees or sub -vendor of FWMSH. Neither FWMSH, nor any officers, agents,
servants, employees or sub-vvendor of FWMSH shall be entitled to any employment benefits from City.
FWMSH shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or sub -vendor.
Liabilitv and Indemnification.
8.1 LIABILITY - FWMSH SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
FWMSH, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - FWMSH HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
FWMSH'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF FWMSH, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — FWMSH agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as FWMSH bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Professional Services Agreement
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FWMSH shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with FWMSH in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, FWMSH shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give FWMSH timely
written notice of any such claim or action, with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate FWMSH's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, FWMSH shall, at its own expense and as City's sole remedy, either: (a) procure
for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to FWMSH terminate this Agreement, and refund all amounts paid to FWMSH by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assienment and Subcontracting.
9.1 Assimment. FWMSH shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and FWMSH under which
the assignee agrees to be bound by the duties and obligations of FWMSH under this Agreement.
FWMSH and Assignee shall be jointly liable for all obligations of FWMSH under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub -vendor shall execute a
written agreement with FWMSH referencing this Agreement under which sub -vendor shall agree
to be bound by the duties and obligations of FWMSH under this Agreement as such duties and
obligations may apply. FWMSH shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. FWMSH shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
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10.2
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by FWMSH, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed:
Employers' Liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
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(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that FWMSH has obtained all
required insurance shall be delivered to the City prior to FWMSH proceeding with
any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. FWMSH agrees that in
the performance of its obligations hereunder, it shall comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement
will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City
notifies FWMSH of any violation of such laws, ordinances, rules or regulations, FWMSH shall immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. FWMSH, for itself, its personal representatives, assigns,
sub -vendors and successors in interest, as part of the consideration herein, agrees that in the performance
of FWMSH's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY FWMSH, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUB -VENDORS OR SUCCESSORS IN
INTEREST, FWMSH AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Dana Burghdoff, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To FWMSH:
Fort Worth Museum of Science and History
Attn: Vice President of Education
1600 Gendy Street
Fort Worth, Texas 76107
14. Solicitation of Emvlovees. Neither City nor FWMSH shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
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during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. G vernmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or FWMSH to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
FWMSH's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. G verning Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and FWMSH will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting parry shall not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
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23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and FWMSH, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. FWMSH warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at FWMSH's
option, FWMSH shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to FWMSH for the nonconforming
services.
26. Immigration Nationalitv Act. FWMSH shall 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, FWMSH shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. FWMSH shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any FWMSH employee who is not legally eligible to
perform such services. FWMSH SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY FWMSH, FWMSH'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City,
upon written notice to FWMSH, shall have the right to immediately terminate this Agreement for violations
of this provision by FWMSH.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, FWMSH hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of FWMSH
whose name, title and signature are affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
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29. Change in Companv Name or Ownership. FWMSH shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of FWMSH or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of the
board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure
to provide the specified documentation so may adversely impact future invoice payments.
30. No Bovcott of Israel. If FWMSH has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. FWMSH 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, FWMSH certifies that FWMSH's signature provides
written verification to the City that FWMSH: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract.
31. Prohibition on Bovcotting Energv Companies. FWMSH 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 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, FWMSH certifies that FWMSH's signature provides written verification to the City that
FWMSH: (1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. FWMSH
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, FWMSH certifies that
FWMSH's signature provides written verification to the City that FWMSH: (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.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
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(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
IN WITNESS W REOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Professional Services Agreement
Page 10 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By:
responsible for the monitoring and
Jesica L. McEachern
administration of this contract, including
Assistant City Manager
ensuring all performance and reporting
06/08/2023
requirements.
Date:
7
By: Timothy Shida`r(Jun 7, 2023 16:41 CDT)
Timothy Shidal
Administrative Services Manager
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND
LEGALITY:
By:
c
Marilyn Marvin
FuprnIlc
$ Andrea Phillips (Jun 7, 2 3 16:56 CDT)
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Interim Library Director
pFo°
Andrea Phillips
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Assistant City Attorney
ATTEST:
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Ordinance No. 24161-04-2020
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CONTRACT AUTHORIZATION:
By:
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M&C: N/A
Jannette Goodall
1295: YES
Acting City Secretary
FORT WORTH MUSEUM OF SCIENCE AND HISTORY
Z' j
By: BSI
Amber Shive
Vice President of Education
Date: �/ � f -4-�
Professional Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 11 of 14
EXHIBIT A
SCOPE OF SERVICE
Fort Worth Museum of Science and History will provide a series of astronomy engagement programs called
Mission2Mars to the City. Mission2Mars is a nationwide engagement program catalyzing community
partnerships across the country around NASA's space exploration agenda, connecting the public with its
Moon -to -Mars missions and learning resources. These programs will be hosted at various Fort Worth
Public Library locations.
FORT WORTH MUSEUM OF SCIENCE AND HISTORY
Library programming staff will have access to a database of fully built out plans, revolving around `Outer
Space' and specifically `The Artemis Mission'. These program plans are free for City to use, tweak for
specific audiences, and can be standalone programs or extensions into existing programs.
FWMSH will provide all supplies as needed and available, such as telescopes, for the programs.
FWMSH will establish a talent pool of local astronomers, that will be insured and vetted by FWMSH. Local
astronomers will bring out their equipment, answer questions about the field, and allow citizens to use
telescopes.
FWMSH will allow City access to a traveling planetarium, provided scheduling is available. FWMSH will
provide equipment and the staff to oversee operations.
FORT WORTH PUBLIC LIBRARY
Library will select and schedule events. Library will provide a 30-day window to FWMSH to allow them
to purchase and distribute supplies to City.
City will record attendance and provide program notes to the FWMSH. Information to be collected will
include number of attendees, zip code of program location, and number of staff members assigned.
City will promote and distinguish programs on the Library's calendar with the title of Mission2Mars:
Name of program, as titles. For example: Mission2Mars: Asteroid Drop or Mission2Mars: Star
Party.
Professional Services Agreement — Exhibit A
Page 12 of 14
J L
n O
Program
Overvie
* MiSSiON
A 2MAPS
ENGINEERED BY THE FRANKLIN INSTITUTE
Mission2Mars aims to build a new nationwide astronomy engagement program that will
catalyze dozens of national and community partnerships around NASA's space exploration
agenda. The Franklin Institute will convene and lead a national network of ten informal science
institutions (ISIs) in recruiting and training community -based organizations (CBOs) and
amateur astronomers (AAs) to deliver Mission2Mars programming to families and youth in
grades 4-8 with emphasis on marginalized populations in STEM.
This three-year program relies on a cascading series of professional development experiences
that will equip ISIs, CBOs, and AAs with the skills and resources to develop and deploy high -
quality astronomy engagement experiences that center on NASA's Artemis program , the long-
range goal of the human exploration of Mars and their accompanying educational resources.
Program Goals and Dissemination w
The goal of Mission2Mars is to create community -based ecosystems of engagement around
NASA's Artemis lunar exploration program, in order to help NASA achieve its strategic objective
to "inspire, engage, educate, and employ the next generation of explorers through NASA -
unique STEM learning opportunities," specifically reaching marginalized populations in STEM
fields including people of color, low socioeconomic status populations, and low-resourced rural
and urban communities.
Goals by Audience
• For children and caregivers to deepen their engagement with and awareness of
NASA's educational resources, specifically content related to the Artemis program, as
well as to connect space exploration to what they see in the sky.
• For amateur astronomers to build knowledge, skills, and confidence in the
implementation of engaging astronomy programs, specifically Artemis program content;
and build collaborative relationships with informal science institutions and community -
based organizations to effectively disseminate programming.
• For community -based organizations to build knowledge, skills, and confidence in
science communication; increase capacity for hosting engaging science events for
children and families; build effective collaborative relationships with museums and
amateur astronomers.
• For informal science institutions to become effective hubs of expertise for activating
their communities around NASA's Artemis program and to build their capacity for
training and engaging marginalized communities in NASA content.
Mission2Mars is made possible by NASA under grant number 80NSSC21 M0083. Any opinions, findings,
and conclusions or recommendations expressed in this material are those of the authors and do not
necessarily reflect the view of NASA.
Professional Services Agreement — Exhibit B Page 13 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
FORT WORTH MUSEUM OF SCIENCE AND HISTORY
1600 GENDY STREET
FORT WORTH, TEXAS 76107
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind FWMSH and to execute any agreement,
amendment or change order on behalf of FWMSH. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of FWMSH. City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with FWMSH.
FWMSH will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by FWMSH.
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Position:
Signature
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Professional Services Agreement — Exhibit C Page 14 of 14