HomeMy WebLinkAboutContract 55464CSC No. 55464
PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
PENGUIN RANDOM HOUSE LLC ON BEHALF OF CHARLAINE HARRIS
TO PERFORM AT CENTRAL LIBRARY
This PERFORMANCE AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH, a home-rule municipal corporation of the State of Texas
("Ciry"), acting by and through its duly authorized Assistant City Manager, and Penguin Random
House Speaker's Bureau, a division of Penguin Random House LLC, a renowned Publishing
Company ("Publisher") acting as booking agent to Charlaine Harris ("Author").
WHEREAS, the City is sponsoring an author visit to the Central Library ("Event") on
October 2, 2021 located at 500 West 3rd Street, Fort Worth, Texas; and
WHEREAS, Publisher, acting only in its capacity as booking agent for Author, the New York
Times best-selling author of the Sookie Stackhouse series, has arranged for Author to participate in
the Event to help promote literacy and interest in reading and writing; and
WHEREAS, City wishes to contract with the Publisher for Author to speak at the Southwest
Regional Library, sign books, and participate in a question and answer session; and
WHEREAS, the Parties agree that the City is retaining the services of Author, not Publisher.
Publisher only has authority to negotiate and sign on Author's behalf and to handle payments from
City in connection with the Event. The Parties acknowledge and agree that Publisher shall not be
responsible in any way for Authors' acts, omissions, statements or any commitments made by Speaker
or Sponsor.
NOW, THEREFORE, the City and the Publisher, for and in consideration of the covenants
and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as
follows:
I.
TIME AND PLACE OF PERFORMANCE
1. Publisher will arrange that Author will appear in-person and speak about her writing, sign
books, and participate in a question and answer session ("Performance") with the audience at 7 p.m.
CT on October 2, 2021, ("Performance Date") at Central Library located at 500 West 3rd Street, Fort
Worth, Texas ("Performance Site").
2. The Parties mutually agree to allow for the public attendance to include on-site and online
patrons, given that online patrons join through a password secure link through a secure invitation.
3. Either party may request that the Performance be reschedule for any reason with thirty days
written notice to the other party. If the Performance is rescheduled, for any reason, the parties agree
to execute an amendment to this Agreement setting forth the rescheduled Performance date. If the
Parties are unable to come to an Agreement on a rescheduled performance date, or if Performance
cannot occur on the rescheduled performance date based on the Publisher's or Author's schedule,
and the Parties do not agree to reschedule the Performance for a new date, then the Ciry may terminate
this Agreement without penalty and Author shall fully refund any and all deposits paid to the Author
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris
OFFICIAL RECORD
FT. WORTH, TX
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by the City within thirty (30) days of written request. The Parties shall use good faith efforts to mutually
determine the rescheduled Performance Date.
II.
COMPENSATION
1. As fair compensation for the services provided by the Author at the Performance on the
Performance Date to City under this Agreement, City shall pay the Publisher on behalf of the Author
a total amount of five thousand dollars ($5,000). City shall pay the Publisher a deposit in the amount
of two thousand five hundred dollars ($2,500) within 30 days of execution of this Agreement and
Vendor registering as a vendor in the City's system, which shall be applied toward the total amount to
be paid to Publisher under this Agreement. The remaining balance shall be paid to Publisher within
thirty (30) days of the Performance Date.
2. City shall also reimburse Publisher for Author's mileage expenses, including applicable taxes,
in an amount of fifty eight cents (�0.58) per mile to and from the Performance Site but this amount
shall not to exceed one hundred dollars ($100) for travel to and from Fort Worth for the
Performance. Requests for reimbursement sha11 be submitted to City in writing no later than ten (10)
days after the Performance.
3. In no event shall City be required to pay any amount in excess of five thousand one hundred
dollars ($5,100.00) for the Performance or any service or act done pursuant to or in connection with
this Agreement.
4. The Parties agree that the Ciry sha11 not be liable for any payment, cost, or fee of any kind
directly to Author.
III.
PUBLISHER'S OBLIGATIONS
1. Publisher agrees to ensure that Author arrives at the Event Site no later than 6:30 p.m.
("Performance Time") on the Performance Date unless the Performance Time is mutually changed
by both Parties in writing. In the event that Author will not be able to arrive by the designated
Performance Time on the Performance Date, the Publisher or its agent, including Author, shall
contact Jennifer Demas at 682-287-4306 as soon as the Author is aware of such delay. In the event
the Speaker is delayed, but arrives or 30 minutes after the designated Performance Time and
presents their program in full, all Fees and other charges shall be due in full.
2. The Publisher shall ensure that Author is present to speak about her writing, sign copies of
her books or other items from her if requested, and participate in a question and answer session with
the audience at the Performance.
3. The Publisher shall sign up as an official City vendor via the City of Fort Worth website The
Publisher is required to register as an official Ciry vendor in order to receive payment. The deposit
and final payment cannot be made until registration has been completed. The Publisher will provide
pertinent payment remit information to the City when registering online.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 2 of 14
4. The Publisher will provide invoices to the City for the deposit and final payment.
5. The Publisher shall provide all personnel necessary to facilitate the safe and enjoyable
participation by the public at the Performance.
IV.
CITY'S OBLIGATIONS
1. Ciry agrees to designate a representative to coordinate all services to be performed by City
pursuant to this Agreement.
2. The Library will engage a vendor to have the Author's books for sell available at the
Performance Event.
3. The City shall provide a clean, climate controlled, well-lighted venue for the Performance and
shall not permit the in-person audience to exceed the legal limit for the physical venue. All equipment
and facilities, and a11 accessories required by Author, sha11 be in good working order. Ciry sha11 also
provide the online platform that will simulcast the Performance to the online attendees. Any material
change in the nature of the Event, including, without limitation, the venue, the size of the audience,
the purpose of the event shall constitute a breach of this Agreement unless agreed to in writing by
Author.
4. The City agrees that no additional appearances or activities shall be expected of the Author
unless expressly contained as a part of this Agreement or mutually agreed to later in writing. The Fee
is understood to be solely for the Event as specified in this Agreement.
V.
DUTY TO PERFORM/FORCE MAJEURE
1. In the event or circumstance of Force Majeure that is beyond the reasonable control of that
party, without such party's fault or negligence, and which by its nature could not have been foreseen
by such party on or near the day of the Performance, neither Party shall be held liable for delaying the
Performance. 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 Publisher shall be
deemed in breach of this Agreement if it is prevented from performance by Force Majeure. The terms
of this clause shall not exempt, but merely suspend, any Party from its duty to perform the obligations
under this Agreement until as soon as practicable after the Force Majeure condition ceases to e�st.
For the avoidance of doubt, in the event that a Party is unable, due to a Force Majeure condition,
from performing its obligations on the Event Date, the foregoing Clause requires the Parties to make
good faith efforts to reschedule the Event on a date to be mutually agreed. If the Performance is not
rescheduled within ninety (90) days, the Publisher shall fully refund any and all deposits paid to the
Publisher by the City within thirty days of written request from the City.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 3 of 14
2. In the event that the Author is unable to perform, as described herein, due to sickness, accident
or other conditions beyond the control of the Author then Publisher shall fully refund any and a11
deposits paid to the Publisher by the City within thirty (30) days of written request.
VI.
PERMISSION TO USE PHOTOGRAPHS & VIDEOS OR FILMS
It is understood and agreed that without the express written consent of Publisher, which may be
withheld in their sole discretion (a) Author's name and likeness may not be used in connection with
any endorsements of products or services. If permission of the audio and/or video recording of the
Event for Author's private and/or archival purposes is given, (i) a copy of any video or audio recording
must be sent to Publisher and (ii) the Speaker shall retain all intellectual property rights in the portion
of the Event in which the Speaker appears, notwithstanding such permission. In addition, the Speaker
reserves the right to audio-and/or videotape the portion of the Event in which they appear, in their
discretion.
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VII.
INDEPENDENT CONTRACTOR
The Publisher shall operate under this Agreement as an independent contractor and not as an officer,
agent, servant, or employee of City. The Publisher shall have the exclusive right to control the details
of the Performance. Ciry shall have no right to exercise any control over or to supervise or regulate
the Publisher or its agents, including Author, 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 parmership or joint enterprise between the parties.
VIII.
TERM AND TERMINATION
1. This Agreement shall begin upon execution by both Parties and shall continue in full force
and effect until �, November 1, 2021, unless terminated earlier in accordance with this
Agreement.
2. The City shall have the right to terminate this Agreement for any reason by providing written
notice to Publisher in accordance with this agreement and subject to subsection 4 of this Section VIII.
3. This Agreement may also be terminated at any time by the City for cause or material breach
and upon notice to the Publisher. In the event either party materially breaches this Agreement and
such breach is not cured to the reasonable satisfaction of the non-breaching party within thirry (30)
days after the non- breaching party serves written notice of the default upon the defaulting party (the
"Default Notice"), the non-breaching party may terminate this Agreement. Failure by Author to
appear at the Performance Site on the Performance Date as required herein sha11 not be subject to a
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 4 of 14
cure period and shall result in the immediate termination of this Agreement and Publisher shall refund
all amounts paid by City within thirty (30) days.
4. If the City terminates this Agreement pursuant to section two of this section VIII with notice
sixty (60) days or more prior to the Event Date, City shall not owe any compensation to the Publisher
and Publisher sha11 refund any deposits paid within thirry (30) days of the notice. If the Ciry terminates
this Agreement pursuant to section two of this section VIII, with notice less than sixty (60) days and
more than thirty (30) days prior to the Event Date, the deposit of $2,500.00 shall be forfeited to
Publisher but no additional compensation shall be owed. If City terminates this Agreement pursuant
to section two of this section VIII thirty (30) days or less prior to the Agreement, full payment will be
due and payable within thirry days of the notice to Publisher. If this Agreement is terminated pursuant
to section three of this section VIII, City shall not owe any compensation to the Publisher and
Publisher shall refund any deposits paid within thirty days of the notice.
5. So long as at least thirry days' notice was provided, notice that the event is to be rescheduled
or termination by City due to inability to agree on a rescheduled performance date as described in
Section I(3) above shall not be deemed "termination" for the purposes of this section VIII, and the
terms of repayment listed in section I(3) sha11 control.
IX.
LIABILITY/INDEMNIFICATION
1. LIABILITY. EACH PARTY SHALL BE LIABLE FOR ITS OWN ACTS,
OMMISSIONS, OR ERRORS AND THE ACTS, OMMISSIONS, OR ERRORS OF ITS
EMPLOYEES, AGENTS, OR OFFICERS. NEITHER PARTY SHALL BE LIABLE FOR
THE ACTS, OMMISSIONS, OR ERRORS OF THE OTHER PARTY OR THE OTHER
PARTY'S EMPLOYEES, AGENTS, OR OFFICERS.
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n�����g�� p�{-�����T vn��vv��p,rnr��j. In no event shall either Party be liable
to the other for indirect, incidental, consequential, special, or exemplary damages such as, but not
limited to, loss of revenue or anticipated profits or lost business, incurred by a Party whether in an
action in contract or tort even if the other Party has been advised of the possibility of such damages,
except for the payment obligations of City under this agreement, and any indemnification obligations
of the Parties, and any damages arising from one Party's misappropriation of the other's intellectual
property or Confidential Information.
2. GENERAL INDEMNIFICATION. PUBLISHER COVENANTS AND AGREES
TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS
OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL THIRD-PARTYCLAIMS,
LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES,
EXPENSES, COSTS, REASONABLE ATTORNEY'S FEES AND COSTS OF DEFENSE,
PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY
KIND OR NATURE, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS,
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 5 of 14
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THE AUTHOR SOLELY IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS
AGREEMENT. TO THE EXTENT PERMITTED BY TEXAS LAW AND THE TEXAS
CONSTITUTION, CITY COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, AUTHOR
AND PUBLISHER, INCLUDING THEIR AGENTS, EMPLOYEES AND
REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,
JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, OR
COSTS ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR
OMMISSIONS, ACTS OF NEGLIGENCE OR WILLFUL MISCONDUCT PROVIDED
THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING THE CITY TO
CREATE A SINKING FUND OR LEVY TAXES.
3. Intellectual Propertv. Author shall retain any and all intellectual property rights to the
copyrighted materials that she�he may use in connection with the Event: participant materials,
components, workshops, training procedures, printed materials, including books, author photographs,
publicity and promotional materials and other material in print and other media and services
collectively referred to as "Materials" and City shall obtain no rights to the Materials unless specifically
agreed to by Speaker in writing. The Publisher 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 Author. 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 Publisher or Author
without the appropriate licenses or permission being secured in advance. IT IS FURTHER
AGREED THAT PUBLISHER 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 LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY
BE SUBJECTED ARISING OUT OF PUBLISHER'S OR AUTHOR'S USE OF ANY
COPYRIGHTED MATERIAL BY 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 sha11 be the exclusive obligation of the Publisher.
4. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST
THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE
PUBLISHER, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR
PROCEEDING, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 6 of 14
CITY. CITY SHALL NOT BE RESPONSIBLE FOR PAYMENTS RELATED TO ANY
DEFENSE PROVIDED BY PUBLISHER PURSUANT TO THIS SECTION.
5. 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.
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8. All indemnification provisions of this Agreement shall survive the termination or expiration
of this Agreement.
X.
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
City of Fort Worth
Library Director
500 W 3`d Street,
Forth Worth, Texas 76102
PUBLISHER
Penguin Random House
Liz Fithian
Agent Director
1745 Broadway, 22nd Floor
New York, NY 10019
With copy to:
Assistant Ciry Attorney
200 Texas Street
Fort Worth, Texas 76102
The Publisher and City agree to notify the other party of any changes in addresses.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 7 of 14
XI.
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.
XII.
ENTIRETY
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereo£ 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.
XIII.
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.
XIV.
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.
XV.
GOVERNING LAW/VENUE
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. 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 sha11 lie in state courts located in Texas. This Agreement sha11 be construed in
accordance with the laws of the State of Texas.
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. The payment or
acceptance of fees for any period after a default sha11 not be deemed a waiver of any right or acceptance
of defective performance.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 8 of 14
XVII.
NO THIRD-PARTY BENEFICIARIES
The provisions and conditions of this Agreement are solely for the benefit of City and the Publisher,
and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise,
to any other person or entity.
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 by City
to the Publisher 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.
XX.
AUDIT
The Publisher agrees that City will have the right to audit the financial and business records of the
Publisher 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, the Publisher 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 Ciry 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.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 9 of 14
XXII.
NON-DISCRIMINATION
In the execution, performance, or attempted performance of this Agreement, the Publisher 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 Author 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 Publisher hereby covenants and
agrees that the Author, 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 Publisher, its officers, agents, employees, or subcontractors.
XXIII.
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.
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 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 party shall not be employed in the interpretation of this Agreement or exhibits hereto.
XXVI.
LICENSES, PERMITS AND FEES/COMPLIANCE WITH LAWS
1. The Publisher 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
Author 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.
XXVII.
CONDITION OF THE FACILITY/WARRANTIES EXCLUDED
The Publisher hereby represents that it has had the opportuniry to inspected the facilities at the Event
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 10 of 14
Site intended for the performance, including any improvements thereon, and that the Publisher finds
same suitable for a11 activities and operations agreed to hereunder, and that the Publisher does so on
an "as is" condition. The City hereby expressly excludes any and a11 warranties in regard to the
facilities, including, without limitation, fimess for any particular purpose.
XXVIII.
INSURANCE
During the term of this Agreement, the Publisher shall maintain in full force and effect, at its own
cost and expense, Commercial General Liabiliry Insurance in at least the minimum amount of
$500,000 per occurrence, and in the annual aggregate, and the City shall be included as an additional
insured on the insurance policy.
The Publisher shall be responsible for any and all wrongful or negligent acts or omissions of its
employees and agents, including Author, and for any causes of action arising under strict liability.
Additional Insurance Requirements:
1. Certificates of Insurance evidencing that the Publisher has obtained a11 required insurance shall
be delivered to the City prior to Publisher proceeding with the Agreement.
2. Applicable policies shall contain blanket additional insured endorsement(s) which shall include
the City an Additional Insured thereon, as its interests may appear. The term City shall include
its employees, officers, officials, agents, and volunteers as respects the Contracted services.
3. Certificate(s) of Insurance sha11 document that insurance coverage specified herein are
provided under applicable policies documented thereon.
4. Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements.
5. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be
provided to the City by Publisher. A minimum ten (10) day notice shall be required in the
event of non-payment of premium. Notice shall be sent to Department of Risk Management,
City of Fort Worth, 200 Texas, Fort Worth, Texas 76102.
a. Insurers for all policies must be authorized to do business in the state of Texas or be
otherwise approved by the City; and, such insurers shall have minimum A.M. Best
ratings of A-, VII.
b. Applicable policies shall contain blanket waivers of subrogation.
c. The Ciry sha11 not be responsible for the direct payment of any insurance premiums
required by the Agreement. It is understood that insurance cost is an allowable
component of Publisher's overhead.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 11 of 14
d. All insurance required above shall be written on an occurrence basis in order to be
approved by the City.
e. Subcontractors to the Publisher shall be required by the Contractor to maintain the
same or reasonably equivalent insurance coverage as required for the Publisher. When
subcontractors maintain insurance coverage, Contractor shall provide City with
documentation thereof on a certificate of insurance. Notwithstanding anything to the
contrary contained herein, in the event a subcontractor's insurance coverage is
canceled or terminated, such cancellation or termination shall not constitute a breach
by the Publisher of the Agreement.
XXIX.
OTHER PROVISIONS
Confidentialiry: The Parties agree that the terms of this Agreement, including the financial terms are
confidential (the "Confidential Information") and other than as may be required by applicable law,
government order or decree, neither Party will publicly disclose Confidential Information. Each Party
is fully responsible for the acts of its employees, officers and agents and any breach of this provision,
whether intentional or negligent, shall be deemed a material breach of this Agreement and the
breaching Party will be held liable. The term "Confidential Information" shall not include information
that: (a) is or becomes generally available to the public, other than as a result of a disclosure or other
fault by the Parry receiving Confidential Information ("Recipient") of any of its Representatives (as
hereinafter defined) in violation of this Agreement; (b) was rightfully in Recipient's possession free of
any obligation of confidence before, at, or subsequent to the time such portion was communicated to
Recipient by the Disclosing Party ("Discloser"); or (c) was communicated to Recipient on a non-
confidential basis from a source other than the Discloser, provided that such source is not bound by
a dury of confidentiality prohibiting the disclosure thereo£ Any disclosure by Recipient of Confidential
Information in response to a valid order by a court or other governmental agency, or otherwise
required by applicable law, shall not be considered to be a breach of this Agreement by Recipient;
provided, however, that Recipient sha11 provide prompt prior notice thereof to Discloser to enable
Discloser to seek a protective order or otherwise prevent such disclosure, and Recipient shall limit the
extent of such disclosure solely to the extent required by such order or law and Recipient shall use its
commercially reasonable efforts to ensure that such disclosed information is treated strictly
confidentially by all recipients thereof. Notwithstanding anything to contrary herein, the Parties
acknowledge that Ciry is a Texas governmental body and is subject to the Texas Public Information
Act, which requires that certain information be released to the public. In the event that the City
receives a request for this Agreement, City will provide Publisher the opportunity to submit arguments
to the Texas Attorney General regarding the public nature of this document in accordance with the
Texas Public Information Act. Publisher and Author shall be solely responsible for submitting
arguments to the Texas Attorney General and the City will not be required to submit any arguments
against disclosure. In the event that the Attorney General rules that the City must release the
Agreement, the Parties acknowledge that the Agreement will then be public and City shall not be liable
for any release.
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 12 of 14
XXX.
SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he or 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 the signatore shall be subject to the terms and conditions of this
Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANI�]
[SIGNATURE PAGE FOLLOWS]
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris Page 13 of 14
IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples, this
26 day of March , 2021.
CITY OF FORT WORTH
�Gl'�1G1' 1�G1/� �GiO
Dana Burghdoff (M r 26, 2021 11:47 CDT)
by:
Dana Burghdoff
Assistant City Manager
Recommended by:
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Marilyn Marvin
Assistant Library Director
APPROVED AS TO FORM AND LEGALITY
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by.
Jo Ann Pate
Assistant Ciry Attorney
Ordinance No. 24161-04-2020
ATTEST:
fo� �Pohql� P. Gohzales
for Ronald P. Gonzales (Mar 26, 2021 12:15 CDT)
Mary Kayser
City Secretary
M&C — No M&C Required
PUBLISHER ON BEHALF OF
AUTHOR CHARLAINE HARRIS
� �' �-
by: ���
Name: Tiffany Tomlin
Title: Vice President and Executive Director
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Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensurQng all performance and reporting requirements.
Timothy Shidal
Administrative Services Manager
OFFICIAL RECORD
AGREEMENT between the City of Fort Worth, TX
and Charlaine Harris
CITY SECRETARY
FT. WORTH, TX