HomeMy WebLinkAboutContract 60056CITY SECRETARY 600r56
CONTRACT NO.
SPEAKER AGREEMENT
This Speaker Agreement ("Agreement") is made and entered into by and between the City of Fort
Worth, a home -rule municipality existing in the State of Texas ("City") and Emily Voorde
("Presenter").
WHEREAS, the City wishes to contract with the Presenter to participate in its Fair Housing and
Civil Rights Conference ("Conference") program on September 28, 2023.
NOW, THEREFORE, the City and the Presenter for and in consideration of the covenants and
agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as
follows:
1. Presenter agrees to lead training for the following classes as follows:
Time Training Topic
(all times are CSTJj
September 28, 2023 12.00 p.m. Keynote Speaker for Disability Rights
to Luncheon Workshop.
1:15 p.m.
a. Presenter agrees to be present for the conference no later than 11:30 a.m. CST on
Thursday, September 28, 2023 to provide a keynote speech on disability rights.
The keynote speech duration should be between 30 and 45 minutes.
Presenter agrees to provide their presentation, and any handouts for th e keynote
speech, to the designated program event organizer no later than 5:00 p.m. on
September 26, 2023. A screen, laptop and projector will be provided. Internet is
available upon request.
c. Presenter agrees to make themselves available for a technology run-through at a
mutually agreed upon time.
Presenter agrees to conduct hi mself/herself in a manner that is unbiased, inclusive
and respectful of all opinions and perspectives of all program participants while
retaining the ability to correct any factually inaccurate information that may be
shared by a program participant.
e. Presenter agrees to collaborate with the City in promotion of the
Performance/Program by providing, if requested, current photographs, biographies
and permission to use those items in marketing materials for the term of this
Agreement.
Eo mpensation. City shall pay Presenter an amount not to exceed ONE THOUSAND FIVE
HUNDRED DOLLARS ($1,500.00), inclusive of travel expenditures, in accordance with
the provisions of this Agreement. Presenter 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 Presenter not specified by this Agreement unless City first approves such expenses in
writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such
invoice. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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3. Duty to Perform Force Maieure. City reserves the right to cancel the Conference due to
acts of Force Majeure on, or near, the Conference dates. 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 Presenter
shall be deemed in breach of this Agreement if it is prevented from performance by Force
Majeure.
4. Permission to Use Photographs & Videos or Films. Presenter hereby gives its consent and
permission to City to use and record the Conference trainings provided by the Presenter.
Use includes, but is not limited to, publishing, posting on an official web site, social media
outlets or putting on television, either network or cable or at neighborhood meetings.
Presenter shall require all of its subcontractors to agree in their subcontracts to allow City
use the photographs, videos, and or films as included above.
5. Independent Contractor. Presenter shall operate under this Agreement as an independent
contractor and not as an officer, agent, servant, or employee of City. Presenter 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 Presenter 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.
6. Termination.
a. This Agreement may be terminated by the City, without cause, with seven (7) days
written notice to the Presenter.
b. This Agreement may also be terminated, with cause, at any time by the City upon
written notice to the Presenter.
c. 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 to the Presenter 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.
d. Presenter may terminate this Agreement with thirty (30) days written notice to City.
e. If the City terminates this Agreement pursuant to this section, for any reason, City
shall not owe any compensation to the Presenter.
7. Liability / Indemnification.
a. LIABILITY. PRESENTER 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 HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE ACT(S), ERRORS, OR OMISSION(S),
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MALFEASANCE OR INTENTIONAL MISCONDUCT OF THE
PRESENTER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
b. GENERAL INDEMNIFICATION. PRESENTER COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFIQIH D HARMLESS,
AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST
ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES
OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING,
BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF
DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES,
AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT
LIMITED TO, TH E FOR PROPERTXEOSS (INCLUDING, BUT NOT
LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST
PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY
(INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL
PERSONS, OR OTHER HARM FOR WH CH RECOVERY OF DAMAGES
IS SOUGH , OF WH TSOEVEIF KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY
ACTS, ERRORS, OR OMMISSIONS OF PRESENTER AND/OR
PRESENTER'S SUBCONTRACTORS AND CONTRACTORS AND THEIR
RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS,
MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION
WITH HE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT.
THIS SHALL ALSO INCLUDE ANY CLAIMS BY ANY
SUBCONTRACTORS BROUGHT AGAINST CITY FOR ANY USE OF
PHOTOGRAPHS, VIDEOS, OR RECORDINGS OF THE PERFORMANCE
AND SHALL ALSO INCLUDE ANY CLAIMS AGAINST CITY BY A
SUBCONTRACTOR FOR ANY CLAIM RELATED TO OR IN
CONNECTION WITH THIS AGREEMENT, EXCEPT THAT THIS SHALL
NOT INCLUDE ACTIONS CAUSED BY THE CITY'S OWN NEGLIGENCE
OR WILLFUL CONDUCT.
c. Intellectual Propertv. Presenter 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
Presenter. 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 Presenter without the appropriate licenses or permission being secured
by Presenter in advance. IT IS FURTHER AGREED THAT PRESENTER
SHALL RELEASE, DEFEND, INDEMNIFY, ANDIH D 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 WH CH THEY MAY BE SUBJECTED ARISING OUT OF
PRESENTER'S USE OF ANY COPYRIGHTED MATERIAL BY REASON
OF AN ALLEGED OR ACTUAL COPYRIGH VIONATION OR OTHER
LACK OF OWNERSHIP, AiJ M SHIP, OR ORIGINALITY. City
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expressly assumes no obligation to review or obtain appropriate licensing and all
such licensing shall be the exclusive obligation of the Presenter.
d. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY
OR CLAIM, THE PRESENTER, ON NOTICE FROM CITY, SHALL
DEFEND SUCH ACTION OR PROCEEDING, AT THE PRESENTER'S
EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY.
e. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW
OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION
UNDER THIS SECTION, SUCH LEGAL LIMITATIONS ARE MADE A
PART OF THE INDEMNIFICATION OBLIGATION AND SHALL
OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO
THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION
INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH
LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
f. Presenter agrees to and shall release City from any and all liability for injury, death,
damage, or loss to persons or property sustained or caused by Presenter in
connection with or incidental to performance under this Agreement.
g. Presenter shall require all of its subcontractors to include in their subcontracts a
release and indemnity in favor of City in substantially the same form as above.
h. All indemnification provisions of this Agreement shall survive the termination or
expiration of this Agreement.
8. Notice. 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
City of Fort Worth
Attn: Al Henderson
200 Texas Street
Fort Worth, TX 76102
With copy to:
Assistant City Attorney
200 Texas Street
Fort Worth, Texas 76102
PRESENTER
Emily Voorde
347 North Greenlawn
South Bend IN 46617
The Presenter and City agree to notify the other party of any changes in addresses.
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9. Assignment. 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.
10. Entire Agreement. 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.
11. 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.
12. 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.
13. 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 in state
courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement shall be construed in accordance
with the laws of the State of Texas.
14. 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.
15. Prohibition on Contracting with Companies that Boycott Israel. If Presenter has fewer than
10 employees or this Agreement is for less than $100,000, this section does not apply.
Presenter 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, Presenter
certifies that Presenter's signature provides written verification to the City that Presenter:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
16. Right to Audit. The Presenter agrees that City will have the right to audit the financial and
business records of the Presenter that relate to this Agreement (collectively "Records") at
any time during the Term of this Agreement and for three (3) years thereafter in order to
determine compliance with this Agreement. Throughout the Term of this Agreement and
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for three (3) years thereafter, the Presenter shall make all Records available to City on 200
Texas Street, Fort Worth, Texas or at another location in City acceptable to both parties
following reasonable advance notice by City and shall otherwise cooperate fully with City
during any audit. Notwithstanding anything to the contrary herein, this section shall
survive expiration or earlier termination of this Agreement.
17. 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 email shall be as legally binding for all purposes as an original signature.
18. Non -Discrimination. In the execution, performance, or attempted performance of this
Agreement, the Presenter 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 Presenter 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 Presenter hereby
covenants and agrees that the Presenter, 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 Presenter, its officers, agents,
employees, or subcontractors.
19. 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.
20. Licenses, Permits and Fees. The Presenter 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 Presenter to perform hereunder.
21. Condition of the Facilitv / Warranties Excluded. The Presenter hereby represents that she
has inspected the facilities at the Event Site intended for the Performance, including any
improvements thereon, and that the Presenter finds same suitable for all activities and
operations agreed to hereunder, and that the Presenter 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.
22. Signature Authoritv. The person signing this Agreement hereby warrants that 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 signatore and he shall be subject to the terms and conditions of this Agreement.
-MORE-
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By.
7 c —
Name:
Fernando Costa
Title:
Assistant City Manager
Date:
Sep 5, 2023
APPROVAL RECOMMENDED:
l.�us�►a.6-�
By: �a owK� r s, ���a ls:iy tir)
Name: &Isfma rob�c�
Title: Director, Diversity & Inclusion
na�n
ATTEST:
,moo g=d
By: /��un °aab°°�xoga44
Name: rnett`eGo'�dall
Title: City Secretary
PRESENTER:
By: tm1 r.. e� i, zula uy:i Ito 1
Name: mi1y°�o8re�e
Title: Founder and CEO. INTO Strategies
Date: Sep 1, 2023
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.
By: AG 1 vv,e;-soii
Name: AXIef°ericPer§oii S, zuz.i 14:L3 L u 1
Title: ADA/Title VI Coordinator
APPROVED AS TO FORM AND LEGALITY:
By; ate
Name: JIB. Strong
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: NA
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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