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HomeMy WebLinkAboutContract 63163Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F CSC No. 63163 PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FORT WORTH INDEPENDENT SCHOOL DISTRICT 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 ("City"), a home -rule municipal corporation of the State of Texas acting by and through its duly -authorized Library Director, and FORT WORTH INDEPENDENT SCHOOL DISTRICT, a political subdivision of the state of Texas and a legally constituted independent school district located in Tarrant County, Texas ("Performer" or "District"), each individually referred to as a "Party" and collectively referred to as "Parties". WHEREAS, among other activities, City desires to feature performances at The Fort Worth Public Library; WHEREAS, City is sponsoring a series of basic robotics programs for children to support the Library's goals of education and growth; and WHEREAS, City wishes to contract with Performer to provide for such services. NOW, THEREFORE, City and Performer for, and in consideration of, the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: I. TI_MELINE OF PERFORMANCE 1. Performer agrees to provide discussions on robotic builds, code, and competitions with members of the Young Women's Leadership Academy robotics team ("Performance") to the community. The Performance shall occur at the times, locations, and dates specified in Attachment "A" ("Performance Dates"), unless changed in accordance with this Agreement. Additional times and locations may be added by the written mutual agreement of the Parties and any such changes 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 Performer cannot execute the Performance, as scheduled, then City may terminate this Agreement without penalty. H. TERM This Agreement shall begin on the date that this Agreement is executed by the City's Library Director ("Effective Date") and expire a year thereafter ("Expiration Date"), unless terminated earlier in accordance with this Agreement. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 1 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F III. COMPENSATION 1. Neither Parry shall be required to pay any cost, fee, or charge of any nature for the Performance. 2. The City represents that for and in consideration of its obligations under this Agreement that the Vendor is providing a unique and important experience free of charge for the citizens of Fort Worth to learn about robotics. The Vendor represents that for and in consideration of its obligations under this Agreement, the City is providing a space for such presentation to occur in an effort to provide an opportunity for its citizens to learn about robotics free of charge at an accessible location. Both Parties agree as a condition precedent of this Agreement that both Parties have exchanged good and valuable consideration. IV. PERFORMER'S OBLIGATIONS 1. Performer agrees to provide a 60-minute discussion on robotic builds, code, and competitions. 2. Performer agrees to arrive at Performance site no later than thirty minutes (30) prior to the scheduled start time on Performance Date. In the event that Performer will not arrive by ten minutes (10) prior to start time, Performer agrees to contact Christina Granados at 682-287- 4304 as soon as Performer is aware of such delay. 3. Performer shall obtain all necessary consents, permissions, licenses, and other documents from any copyright owners, or others with any interest in Performance, at Performer's sole cost and expense. 4. To the extent possible, Performer agrees to collaborate with City in promotion of Performance by providing current photographs, biographies and permission to use those items in marketing materials for the term of this Agreement. No marketing material depicting District student information will be utilized unless written parental consent is first secured. 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 promote Performance through various media channels to generate public interest and encourage attendance. 3. City shall supply all robotics supplies, including a computer, required for Performance. Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 2 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F VI. DUTY TO PERFORMIFORCE MAJEURE Each Party reserves the right to cancel the Performance due to acts of Force Majeure on or near the Performance 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. PERMISSION TO USE PHOTOGRAPHS By entering into this Agreement, Performer hereby gives its consent and permission to City to use, display, and publicly display photographs or video captures of Performance in perpetuity. 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. City agrees that it will not sell photographs or video captures of the Performance. VIII. INDEPENDENT CONTRACTOR Performer shall operate under this Agreement as an independent contractor and not as an officer, agent, servant, or employee of City. 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 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. IX. TERMINATION 1. This Agreement may be terninated by either Party without cause with fourteen (14) days written notice to Performer. This Agreement may also be terminated at any time by either Party for cause and upon notice to the other Party. 2. If either Party terminates this Agreement pursuant to section one of this clause for any reason, that Party shall not owe any compensation to the other Party. Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 3 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F X. LIABILITY/INDEMNIFICATION 1. LIABILITY. EITHER PARTY 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), MALFEASANCE OR INTENTIONAL MISCONDUCT OF THAT PARTY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 2. Intellectual Property. 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, if any, 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. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Performer. 3. Each Party agrees to and shall release the other Party from any and all liability for injury, death, damage,. or loss to persons or property sustained or caused by that Party in connection with or incidental to performance under this Agreement. XI. 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 Fort Worth Independent School District Library Director Staff Attorney: Alexander Athanason 100 Fort Worth Trail 7060 Camp Bowie Boulevard Fort Worth, Texas 76102 Fort Worth, Texas 76116 *with copy to City Attorney's Office at the same address Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 4 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F Performer and City agree to notify the other Party of any change in address. XII. 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 Performer from hiring subcontractors. XIII. 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. XIV. 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. XV. 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. XVI. GOVERNING LAWNENUE 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. Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 5 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F XVH. 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. XV1II. NO THIRD -PARTY BENEFICIARIES The provisions and conditions of this Agreement are solely for the benefit of City and 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. XIX. 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. XX. AUDIT Performer agrees that City will have the right to audit the financial and business records of Performer 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 for three (3) years thereafter, Performer 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. XXI. 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. Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 6 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F XXII. NON-DISCRIMINATION In the execution, performance, or attempted performance of this Agreement, 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 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 Performer hereby covenants and agrees that 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 Performer, its officers, agents, employees, or subcontractors. XXIII. GOVERNMENTAL POWERS Both Parties agree and understand that City does not waive or surrender any of its governmental powers by execution of this Agreement. XXIV. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. XXV. REVIEW OF COUNSEL The Parties acknowledge that each Parry 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 Party shall not be employed in the interpretation of this Agreement or exhibits hereto. XXVI. LICENSES, PERMITS AND FEES/COMPLIANCE WITH LAWS 1. 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 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. Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 7 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F XXVII. CONDITION OF THE FACILITY/WARRANTIES EXCLUDED Performer hereby represents that she has inspected the facilities at the Performance Site intended, including any improvements thereon, and that Performer finds same suitable for all activities and operations agreed to hereunder, and that Performer does so on an "as is" condition. City hereby expressly excludes any and all warranties in regard to the facilities, including, without limitation, fitness for any particular purpose. XXVIII. SIGNATURE AUTHORITY 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 she shall be subject to the terms and conditions of this Agreement. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 8 of 10 Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples. CITY: FORT WORTH INDEPENDENT SCHOOL DISTRICT: Midori Clark (Apr 24, 2025 09:21 CDT) Signed: By F��.a Midori K Clark By: Library Director Moha!M—W&Mfflffiury Deputy Superintendent Date: 04/24/2025 Date: 4/15/2025 APPROVED AS TO FORM AND LEGALI*na, By: Ate Aon Staff Attorney Date: 04/22/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: APPROVAL RECOMMENDED: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person M/G/„e% 6O`Man responsible for the monitoring and administration Y' of this contract, including ensuring all By: Michele Gorman (Apr 23, 2025 17:06 CDT) performance and reporting requirements. Michele Gorman Assistant Library Director APPROVED AS TO FORM AND LEGALITY: By: Andrea Phillips Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A FORM 1295: N/A 4- 4� QAl By: April Jacquez (Apr 23, 202515:32 CDT) April Jacquez- Cobian Senior Contract Compliance Specialist of FpRT�l Pa ATTEST: Cdnn QEXPsa4 By: Y Jannette Goodall City Secretary Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 9 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: A44C99E1-3A64-415B-A6F9-9652577AC89F ATTACHMENT A PERFORMANCE DATES EVENT DATE/TIME LOCATION CONTACT Bot Builders March 15, 2025 Vivian J. Lincoln Library Christina Granados 1 P.M. 682-287-4304 Bot Builders March 22, 2025 Summerglen Library Christina Granados 2 p.m. 682-287-4304 Bot Builders March 22, 2025 East Regional Library Christina Granados 4:30 p.m. 682-287-4304 Bot Builders April 19, 2025 Vivian J. Lincoln Library Christina Granados 1 P.M. 682-287-4304 Bot Builders April 26, 2025 Summerglen Library Christina Granados 2 p.m. 682-287-4304 Bot Builders April 26, 2025 East Regional Library Christina Granados 4:30 p.m. 682-287-4304 Bot Builders May 17, 2025 Vivian J. Lincoln Library Christina Granados 1 P.M. 682-287-4304 Bot Builders May 24, 2025 Summerglen Library Christina Granados 2 p.m. 682-287-4304 Bot Builders May 24, 2025 East Regional Library Christina Granados 4:30 p.m. 682-287-4304 Performance Agreement CFW & FORT WORTH INDEPENDENT SCHOOL DISTRICT Page 10 of 10