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HomeMy WebLinkAboutContract 61899*041 Rol Wool We% MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF FORT WORTH AND THE FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION This Memorandum of Understanding ("Memorandum") is made and entered into by and between the FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION, a Texas nonprofit corporation, and the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas acting by and through its duly -authorized Assistant City Manager, to document the relationship between the two entities. City and The Fort Worth Symphony Orchestra Association may be referred to herein individually as a "Party" or collectively as the "Parties." I. BACKGROUND AND PURPOSE 1. City desires to have the Fort Worth Public Library ("Library") engage the residents of Fort Worth by supporting education and outreach opportunities. 2. Library's mission is to build a community of learners, dreamers, and doers. This is achieved through library services in multiple City locations, including programs and partnerships inside and outside the library buildings. 3. The Fort Worth Symphony Orchestra Association under Music Director Robert Spano is deeply committed to uniting its community through presenting over 120 performance, education, and outreach concerts, reaching an audience of more than 150,000 annually. Since its beginnings in 1912, the Fort Worth Symphony Orchestra Association has been an essential thread in the city's cultural fabric and the very foundation of Fort Worth's performing arts. 4. Parties desire to work together with the common goal of increasing literacy rates in Fort Worth, Texas. 5. This Memorandum represents the intent of the Parties to memorialize the understanding of the Parties and their desire to ensure positive cultural outcomes for the residents of Fort Worth. II. TERM This Memorandum shall last for one year beginning on the date that this Memorandum is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Memorandum. This Memorandum may be renewed annually under the same terms and conditions upon the written mutual agreement of the Parties. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 1 of 7 III. OBLIGATIONS 1. Parties agree to designate a representative to coordinate all services to be performed pursuant to this Memorandum. 2. Library will choose six early childhood books that would work well with musical instruments. 3. Library will provide library branches to host the musical storytimes. 4. Library will provide the narrator at the selected storytimes. 5. Library will provide the Fort Worth Symphony Orchestra Association with a table at the Summer Reading Kick-off 2024 and 2025. 6. Fort Worth Symphony Orchestra Association will provide the musical performers at the musical storytimes. 7. Fort Worth Symphony Orchestra Association will provide an opportunity for Library to have an outreach table at one of their community events. 8. Both organizations will work to cross -promote the events to their patrons; this includes social media. 9. Library will have a slide on their main web page, the content of which will be at the sole discretion of the City. 10. Library will create digital flyers, the content of which will be by the written mutual agreement of the Parties. IV. TERMINATION Memorandum may be terminated by either Party for any reason with at least thirty (30) days written notice. V. CORRESPONDENCE All notices required or permitted under this Memorandum 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, Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 2 of 7 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 ASSOCIATION City of Fort Worth Library Director 100 Fort Worth Trail Fort Worth, Texas 76102 With copy to: Assistant City Attorney 100 Fort Worth Trail Fort Worth, Texas 76102 FORT WORTH SYMPHONY ORCHESTRA Monica Sheehan 330 E. 4th St. Suite 200 Fort Worth, TX 76102 Fort Worth Symphony Orchestra Association and City agree to notify the other Party of any change in address. VI. GOVERNING LAWNENUE If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Memorandum, the 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 Memorandum shall be construed in accordance with the laws of the State of Texas. VII. INSURANCE City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. VIII. SOVEREIGN IMMUNITY Nothing herein constitutes a waiver of City's sovereign immunity. Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 3 of 7 IX. LIABILITY AND INDEMNITY Nothing herein constitutes a waiver of Fort Worth Symphony Orchestra Association liability or requires City to indemnify or hold Fort Worth Symphony Orchestra Association or any third party harmless from damages of any kind or character. X. RIGHT TO AUDIT If any money is exchanged as part of this Memorandum, then the City shall have the right to audit the financial and business records of the Fort Worth Symphony Orchestra Association that relate to any monetary exchange under this Memorandum ("Records") at any time during the term of the Memorandum and for three (3) years thereafter. It is expressly understood that no money is being exchanged as part of this Memorandum. XI. ENTIRETY OF AGREEMENT This Memorandum contains the entire understanding and agreement between City and the Fort Worth Symphony Orchestra Association. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent they are in conflict with any provision of this Memorandum. XII. PUBLIC INFORMATION City is a government entity under the laws of the State of Texas and all records held or maintained for 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 will promptly notify Fort Worth Symphony Orchestra Association. It will be the responsibility of Fort Worth Symphony Orchestra Association to submit reasons objecting to disclosure to the Texas Attorney General. 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. XIII. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Fort Worth Symphony Orchestra Association will 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, Fort Worth Symphony Orchestra Association 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 officers, agents, servants, employees, vendors, and subcontractors. Fort Worth Symphony Orchestra Association acknowledges that the Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION OFFICIAL RECORD Page 4 of 7 CITY SECRETARY FT. WORTH, TX doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Fort Worth Symphony Orchestra Association, its officers, agents, employees, servants, contractors, and subcontractors. Fort Worth Symphony Orchestra Association further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Fort Worth Symphony Orchestra Association. It is further understood that City will in no way be considered a co -employer or a joint employer of Fort Worth Symphony Orchestra Association or any officers, agents, servants, employees, contractors, or subcontractors. Neither Fort Worth Symphony Orchestra Association, nor any officers, agents, servants, employees, contractors, or subcontractors of Fort Worth Symphony Orchestra Association will be entitled to any employment benefits from City. Fort Worth Symphony Orchestra Association will 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 contractors. XIV. COMPLIANCE WITH LAWS Fort Worth Symphony Orchestra Association agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Memorandum will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Fort Worth Symphony Orchestra Association of any violation of such laws, ordinances, rules or regulations, Fort Worth Symphony Orchestra Association must immediately desist from and correct the violation. XV. WAIVER AND SEVERABILITY The failure of City or Fort Worth Symphony Orchestra Association to insist upon the performance of any term or provision of this Memorandum or to exercise any right granted herein does not constitute a waiver of City's or Fort Worth Symphony Orchestra Association's respective right to insist upon appropriate performance or to assert any such right on any future occasion. If any provision of this Memorandum is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. XVI. FORCE MAJEURE City and Fort Worth Symphony Orchestra Association 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 Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 5 of 7 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 the notice section of this Agreement. XVII. CHANGES No amendment, modification, or extension of this Memorandum will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. XVIII. SIGNATURE AUTHORITY The person signing this Memorandum hereby warrants that he or she has the legal authority to execute this Memorandum 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 Memorandum. Should that person or entity not be authorized, the terms and conditions of this Memorandum shall be binding as against the signatore and she shall be subject to the terms and conditions of this Memorandum. XIX. ELECTRONIC SIGNATURES This Memorandum 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 (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum in multiples. CITY: By. op'� Jesica McEachern Assistant City Manager Date: Aug 25, 2024 For City of Fort Worth internal processes: APPROVAL RECOMMENDED: ./&- By: Midori Clark (Aug 18, 202410:11 MDT) Midori Clark Library Director APPROVED AS TO FORM AND LEGALITY: By: Andrea Phillips Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A FORM 1295: N/A FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION: By: Monica Sheehan (Aug 18, 202420:49 GMT+5.5) Monica Sheehan President Date: Aug 18, 2024 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: April Jacquez (Aug 15, 202411:35 CDT) April Jacquez- Cobian Sr. Contract Compliance Specialist ATTEST: Jannette Goodall City Secretary 9 �nRIl fORt�9d0 0 �o Pvo °So PP *'eo eoo*pd 1°4ary nez ag4p OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Memorandum of Understanding FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION Page 7 of 7