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HomeMy WebLinkAbout064198 - General - Contract - Texas A&M Agrilife Exxtension ServicePerformance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 1 of 12 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 is made and entered into by and between the CITY OF FORT WORTH , a home-rule municipal corporation of the State of Texas acting by and through its duly-authorized Library Director, and TEXAS A&M AGRILIFE EXTENSION SERVICE, a member of The Texas A&M University System and an agency of the State of Texas, WHEREAS, among other activities, City desires to feature performances at The Fort Worth Public Library; WHEREAS, City is sponsoring a series of discussions on emergency preparedness to support the WHEREAS, City wishes to collaborate 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. TIMELINE OF PERFORMANCE 1. Performer agrees to provide discussions on emergency preparedness to City changed in accordance with this Agreement. Additional times and locations may be added to Performance Details by the written mutual agreement of the Parties, and any such additions shall be subject to the terms and conditions of this Agreement as though the additions were included with Performance Details at the time of execution. 2. If Performer cannot execute the Performance, as scheduled, then City may terminate this Agreement without penalty. II. TERM upon written notice that all contractual obligations have been fulfilled , unless terminated earlier in accordance with this Agreement. In the event Performer does not provide notice a Notice of Completion, this Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 2 of 12 Agreement shall expire one year after the last completed Performance as set forth in the Performance Details. III. COMPENSATION 1. Performer shall provide Performance at no charge to City. City shall not be required to pay any cost, fee, or charge of any nature for Performance. 2. City represents that, for and in consideration of, its obligations under this Agreement that Performer is providing a unique and important experience free-of-charge for the citizens of Fort Worth. Performer 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 Performer. Both Parties agree as a condition precedent of this Agreement that both Parties have exchanged good and valuable consideration. IV. 1. Performer agrees to provide the Performance. 2. Performer agrees to arrive at Performance location no later than thirty minutes (30) prior to start time on Performance date, as specified in Performance Details. In the event that Performer will not be able to arrive by ten minutes (10) prior to start time on Performance date, Performer agrees to call the Performance contact as soon as Performer is aware of such delay. 3. Performer shall provide all supplies needed to effectuate the Performance and shall remove all such supplies at the conclusion of each Performance. 4. Performer shall obtain all necessary consents, permissions, licenses, and other documents and expense. To the extent allowed by law, Performer agrees to be responsible for any liabilities arising out of a failure to comply with the first sentence of this paragraph. 5. 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. 6. Performer shall be solely responsible for the payment of any subcontractors. Performer expressly acknowledges and agrees that City is contracting only with Performer and that Performer is solely responsible for any subcontractors, payment thereof, and for any damages or liability incurred by subcontractors. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 3 of 12 V. CITY'S OBLIGATIONS 1. City agrees to designate a representative to coordinate the Performance pursuant to this Agreement. 2. City shall promote Performance through various media channels to generate public interest and encourage attendance. 3. City shall supply audio video equipment including a projector, screen, and computer required for Performance. VI. DUTY TO PERFORM/FORCE MAJEURE City 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 AND MARKS 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 term is defined below. 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. Performer shall require all of its subcontractors to agree in their subcontracts to allow City to use the Performance as included above. Each Party acknowledges that all rights in any trademarks, service marks, slogans, logos, designs, and other similar means of distinction sole property of that Party. Other than expressly allowed in the first sentence of this paragraph, neither Party may use the Marks of the other without the advance written consent of that Party, except that each Party may use the name of the other Party in factual statements that, in context, are not misleading or imply an endorsement by that Party or its employees. The Parties will mutually agree in advance upon any public announcements, or communications to the media regarding this Agreement to be provided pursuant to this Agreement. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 4 of 12 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 Performance 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 terminated by City without cause with fourteen (14) days written notice to Performer. This Agreement may also be terminated at any time by City for cause and upon notice to Performer. Performer may terminate this Agreement with or without cause upon thirty (30) days written notice. 2. If City terminates this Agreement pursuant to section one of this clause for any reason, City shall not owe any compensation to Performer. X. LIABILITY/INDEMNIFICATION 1. LIABILITY. TO THE EXTENT ALLOWED BY LAW, PERFORMER SHALLBE 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 ACT(S), ERRORS, OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF PERFORMER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 2. GENERAL INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, PERFORMER COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD 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 L DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, ST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 5 of 12 CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR OMMISSIONS OF PERFORMER AND/OR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE 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 CONDUCT. 3. Intellectual Property. Performer agrees to assume full responsibility for complying with all State and Federal Intellectual Property Laws. TO THE EXTENT ALLOWED 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 ARI 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 Performer. 4. To the extent allowed by law, Performer 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 Performer gross negligence in connection with or incidental to performance under this Agreement. 5. To the extent allowed by law, all indemnification provisions of this Agreement shall survive the termination or expiration of this Agreement XI. 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. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 6 of 12 CITY* PERFORMER City of Fort Worth Texas A&M AgriLife Extension Service Library Director ATTN: Contracts Office 100 Fort Worth Trail 578 John Kimbrough Blvd., 4th Floor, 2147 TAMU Fort Worth, Texas 76102 College Station, Texas 77843-2147 *with copy to the same address 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. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 7 of 12 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. Both Parties agree and understand that City does not waive or surrender any of its governmental powers by execution of this Agreement. City acknowledges that Performer, as an agency of the State of Texas, possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has authority as is granted to it under Texas law. Nothing in this Agreement is intended to waive or relinquish Performer may be provided by law, or to exceed the authority granted to Performer under Texas law. XVII. 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 subcontractors are not third-party beneficiaries and that to the extent any claim is made by a subcontractor, Performer shall indemnify and defend City fully in accordance with this agreement. 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 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 2271 of the Texas Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 8 of 12 Government Code, 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. By signing this Performer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. XXI. AUDIT Performer agrees that City will have the right to audit the financial and business records 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. 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 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, 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 F 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. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 9 of 12 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. 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, as amended. XXVI. 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 expressly excludes any and all warranties in regard to the facilities, including, without limitation, fitness for any particular purpose. XXVII. PROHIBITION ON BOYCOTTING ENERGY COMPANIES Performer acknowledges that, in accordance with Chapter 2276 of the Texas Government Code, 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 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. To the extent that Chapter 2276 of the Government Code is applicable to this written verification to City that Performer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 10 of 12 XXVIII. PROHIBITION ON DISCRIMINATION AGAINST FIREARMS AND AMMUNITION INDUSTRIES Performer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Performer certifies that Performer 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. XXIX. 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 signatory 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 & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 11 of 12 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples. CITY: By: ___________________________ Midori K Clark Library Director Date: ___________________________ PERFORMER: Texas A&M Agrilife Extension Service By: ___________________________ Donna Alexander Assistant Director, Agency & CFO Date: ___________________________ FOR CITY OF FORT WORTH INTERNAL PROCESSES: APPROVAL RECOMMENDED: By: ___________________________ Michele Gorman Assistant Library Director APPROVED AS TO FORM AND LEGALITY: By: ___________________________ Leslie L. Hunt Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C:N/A FORM 1295: N/A 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- Cobian Senior Contract Compliance Specialist ATTEST: By: ___________________________ Jannette Goodall City Secretary Performance Agreement CFW & TEXAS A&M AGRILIFE EXTENSION SERVICE Page 12 of 12 Attachment A PERFORMANCE DETAILS EVENT DATE/TIME LOCATION CONTACT Emergency Preparedness for Home and Family January 5, 2026 1 p.m. Summerglen Branch Caroline Moreno 817-392-5970 Emergency Preparedness for Home and Family January 10, 2026 3 p.m. Riverside Branch Gwin Grimes 817-392-5560 Emergency Preparedness for Home and Family January 23, 2026 1 p.m. East Berry Branch Janice Smith 817-392-5470 Emergency Preparedness for Home and Family February 2, 2026 1 p.m. Golden Triangle Branch Nancy Garcia 817-392-7210