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HomeMy WebLinkAboutContract 55310 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1 F1-8DC578F3B7F3 CSC NO.55310 SUPPLEMENTAL PROGRAMMING AGREEMENT THIS SUPPLEMENTAL PROGRAMMING 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 representative,and AARP Foundation,an accredited charity("Provider"). WHEREAS, City, through its Library Department ("Department") offers a variety of programs and services to all members of the Fort Worth community,including programs aimed at senior citizens; WHEREAS, Provider wishes to provide supplemental programming to the City at no cost and City believes that such programming will be beneficial to its program participants. NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement,City and Provider hereby agree as follows: SECTION 1 LOCATION,PROGRAM,AND SCHEDULE 1.1 Provider shall provide programs and services("Program")as more particularly described in the attached Exhibit"A"at the times and City of Fort Worth Library locations("Library")as approved in writing in advance by the Department. SECTION 2 USE OF THE LIBRARY 2.1 Provider may bring onto the Library any equipment reasonably necessary to further the Program; provided, however, Provider shall be solely and completely liable and responsible for such equipment and any claims or damages related thereto,including,but not limited to,use,maintenance,and storage of the equipment. 2.2 Provider may not use any part of the Library for any use or purpose that violates any applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or the City of Fort Worth, or other lawful authority with jurisdiction of the Center. Provider accepts the Library, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESSED OR IMPLIED. SECTION 3 TERM OF AGREEMENT 3.1 Unless terminated earlier pursuant to the terms herein, the term of this Agreement shall begin on February 15,2021 and expire on February 14,2022("Term"). At the City's sole discretion,this Agreement may be renewed for up to four(4)additional one-year periods. SECTION 4 COMPENSATION 4.1 Provider shall provide the Program at no charge to City. Provider shall not receive payment for any services provided under this Agreement. 4.2 The City represents that for and in consideration of its obligations under this Agreement that the Provider is providing a unique and important service free of charge for the senior citizens of Fort Worth to gain tax preparation assistance. The Provider represents that for and in consideration of its OFFICIAL RECORD Program Provider Agreement 101 CITY SECRETARY FT.WORTH,TX DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 obligations under this Agreement,the City is providing a platform for such service to occur in an effort to provide an opportunity for its senior citizens to obtain tax preparation services. Both parties agree as a condition precedent of this Agreement that both parties have exchanged good and valuable consideration. SECTION 5 PROVIDER'S DUTIES AND RESPONSIBILITIES 5.1 In addition to any other duties and responsibilities set forth in this Agreement, Provider shall: 5.1.1 Be liable and responsible for the supervision of all of its Program Participants. 5.1.2 In the event that Provider will be unable to appear for a given date,Provider shall be required to provide a minimum of 48 hours' notice to City whenever it is possible to do so. 5.2 In addition to any other duties and responsibilities set forth in this Agreement, City shall: 5.2.1 Provide staff to lock and unlock the Library and arm and disarm any security system. 5.2.2 Ensure that a City staff is present in the Library at all times during the Program. 5.3 Provider shall demonstrate a high level of professionalism at all times. Provider's conduct should be above reproach in all dealings with the community, participants, and staff. Provider shall not engage in any conduct that may threaten,intimidate,disparage,bully,verbally abuse,harass or assault the City, City employees, program participants or any other person. The City shall be the sole judge of Provider's compliance with this section. 5.4 Provider shall not take,use,or disseminate any photograph of any program participant for any purpose, including promotional materials, unless provider has first obtained written permission from the adult program participant. SECTION 6 CITY'S DUTIES AND RESPONSIBILITIES 6.1 City agrees to designate a Department representative to coordinate all services to be performed pursuant to this Agreement. 6.2 City will provide physical space at the Library location identified in Exhibit"A" for the defined Program. SECTION 7 CARE OF THE LIBRARY 7.1 Provider shall maintain all the City's equipment in a safe, sanitary, sightly condition and in good repair during each Program. Provider shall restore and yield said Library,equipment,and all other properties belonging to the City back to City at the expiration of each Program in the same or better condition as existed at the beginning of each Program,normal wear and tear excepted. SECTION 8 FORCE MAJEURE 8.1 City and Provider 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 Supplemental Programming Agreement 2 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 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 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. SECTION 9 PERMISSION TO USE PHOTOGRAPHS&VIDEOS OR FILMS 9.1 By entering into this Agreement,the Provider hereby gives its consent and permission to City to use and publicly display photographs of the Program and the Provider 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. Provider shall require all of its subcontractors to agree in their subcontracts to allow City use the Program as included above. SECTION 10 LIABILITY AND INDEMNIFICATION 10.1 PROVIDER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES,INCLUDING,BUT NOT LIMITED TO,PROPERTY LOSS,PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF PROVIDER, OR ITS DIRECTORS,OFFICERS,REPRESENTATIVES,AGENTS,SERVANTS,CONTRACTORS, EMPLOYEES,PATRONS,GUESTS,INVITEES,OR PROGRAM PARTICIPANTS. PROVIDER HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE AND LOSS AND PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE OCCUPANCY OR USE OF THE LIBRARY AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE USE OF SAID LIBRARY UNDER THIS AGREEMENT. 10.2 INDEMNIFICATION—PROVIDER,AT ITS SOLE COST AND EXPENSE,AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY(1)RELATING TO THE USE OR OCCUPANCY OF THE LIBRARY BY PROVIDER OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, PROGRAM PARTICIPANTS, OR INVITEES; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF PROVIDER OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON Supplemental Programming Agreement 3 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 ENTERING UPON THE LIBRARY WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF PROVIDER; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF PROVIDER UNDER THIS AGREEMENT (COLLECTIVELY,"LIABILITIES"). 10.3 If any action or proceeding shall be brought by or against the City in connection with any such liability or claim,Provider, on notice from City, shall defend such action or proceeding at Provider's expense,by or through attorneys reasonably satisfactory to City. 10.4 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations 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. 10.5 Provider agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages on the Library. Provider agrees to make its officers, representatives, agents, and employees available to City, at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. SECTION 11 INSURANCE REQUIREMENTS 11.1 Provider shall abide by the insurance requirements set forth in Exhibit `B," which is attached hereto and incorporated herein for all purposes. SECTION 12 INDEPENDENT CONTRACTOR 12.1 It is expressly understood and agreed that Provider and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Provider shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representative, agents, servants,officers,contractors, subcontractors,and volunteers. Provider acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Provider and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Provider further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Provider. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Provider or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of Provider. Neither Provider, nor any officers, agents, servants, employees or subcontractors of Provider shall be entitled to any employment benefits from the City. Provider shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees,representative, agents, servants,officers, contractors, subcontractors,and volunteers. SECTION 13 TERMINATION 13.1 Termination by Provider. This Agreement may be terminated without cause by Provider upon thirty(30)days written notice of such intent to terminate being delivered to the City. Supplemental Programming Agreement 4 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 13.2 Termination by City. This Agreement may be terminated without cause by City immediately upon written notice to Provider of such intent to terminate. 13.3 Other Remedies. Any termination of this Agreement as provided in this Agreement will not prevent City from enforcing any remedy provided for by law, or from recovering damages from Provider for any default under the Agreement. All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this Agreement. SECTION 14 RIGHT OF ENTRY AND INSPECTION 14.1 City does not relinquish the right to control the management of the Library,or the right to enforce all necessary and proper rules for the management and operation of the same. 14.2 Provider hereby represents that she has inspected the facilities at the Program Location intended for the Program, including any improvements thereon, and that the Provider finds same suitable for all activities and operations agreed to hereunder, and that the Provider 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. SECTION 15 LICENSES,PERMITS AND FEES/COMPLIANCE WITH LAWS 15.1 Provider agrees to obtain and pay, at its sole expense,for all applicable licenses,permits, certificates,inspections,and all other fees required by law necessary to perform the services prescribed for the Provider to perform hereunder. 15.2 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. SECTION 16 CORRESPONDENCE 16.1 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: PROVIDER: City of Fort Worth AARP Foundation Library Director Assistant National Director,Tax-Aide 500 W 3rd Street, P.O.Box 96863 Fort Worth,Texas 76102 Washington,DC 20077-7029 With copy to: Assistant City Attorney 200 Texas Street Supplemental Programming Agreement 5 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 Fort Worth,Texas 76102 The Provider and City agree to notify the other party of any changes in addresses. SECTION 17 NON-ASSIGNABILITY 17.1 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 the Provider from hiring subcontractors. SECTION 18 ENTIRETY 18.1 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. SECTION 19 MODIFICATION 19.1 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. SECTION 20 SEVERABILITY 20.1 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. SECTION 21 NONDISCRIMINATION 21.1 Provider shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Provider represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. SECTION 22 GOVERNING LAWNENUE 22.1 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. Supplemental Programming Agreement 6 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 22.2 Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. SECTION 23 WAIVER 23.1 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. SECTION 24 NO THIRD-PARTY BENEFICIARIES 24.1 The provisions and conditions of this Agreement are solely for the benefit of City and the Provider, 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 Provider's subcontractors are not third-party beneficiaries and that to the extent any claim is made by a subcontractor, Provider shall indemnify and defend City fully in accordance with the terms of this Agreement. SECTION 25 CONTRACT CONSTRUCTION 25.1 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. SECTION 26 FISCAL FUNDING OUT 26.1 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 Provider 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. SECTION 27 COUNTERPARTS AND ELECTRONIC SIGNATURES 27.1 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. SECTION 28 HEADINGS NOT CONTROLLING 28.1 Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Supplemental Programming Agreement 7 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 SECTION 29 AUDIT 29.1 The Provider agrees that City will have the right to audit the financial and business records of the Provider 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 Provider 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. SECTION 30 IMMIGRATION NATIONALITY ACT 30.1 Provider shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I- 9). Upon request by City,Provider shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Provider shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Provider employee who is not legally eligible to perform such services. PROVIDER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY PROVIDER, PROVIDER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Provider, shall have the right to immediately terminate this Agreement for violations of this provision by Provider. SECTION 31 BOYCOTTING ISRAEL PROHIBITED 31.1 If Provider has fewer than 10 employees or the Agreement is for less than$100,000, this section does not apply. Provider acknowledges that in accordance with Chapter 2270 of the Texas 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. 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 Agreement, Provider certifies that Provider's signature provides written verification to City that Provider. (I)does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. SECTION 32 SIGNATURE AUTHORITY 32.1 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. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] Supplemental Programming Agreement 8 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 IN WITNESS WHEREOF,the parties hereto have executed this agreement in multiples,this 17 day of February ,2021. CITY OF FORT WORTH AARP FOUNDATION �. DocuSigned by: EP a viva V. SLA v�,6v, 714F526222 by: by; E7464... Manya Shorr Name: i Library Director Title: Patricia D. Shannon Recommended by: ° 2/11/2021 Marilyn Marvin Assistant Library Director APPROVED AS TO FORM AND LEGALITY �l by: Jessika J.Williams Assistant City Attorney Ordinance No.24161-04-2020 ATTEST: p�oo�nnn>Z y p� o�o�°°R r C� �d 00 00 0 0 Mary Kayser ��� o City Secretary d1a�AEXASoQp� M&C—No M&C Required 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. Timothy Shidal Administrative Services Manager OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Supplemental Programming Agreement 9 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 EXHIBIT A LOCATION,PROGRAM,AND SCHEDULE Program Date Range Days of Week Time of Day LOCATION Tax Preparation February 16— Tuesday, 10:30 a.m.— Southwest Regional Services April 15,2021 Wednesday, and 2:30 p.m. Library.4001 Friday Library Ln,Fort Worth,TX 76109 Tax Preparation February 16— Thursday 1:30 p.m.— Southwest Regional Services April 15,2021 5:30 p.m. Library.4001 Library Ln,Fort Worth,TX 76109 Tax Preparation February 16— Saturday Noon— Southwest Regional Services April 15,2021 4:00 p.m. Library.4001 Library Ln,Fort Worth,TX 76109 Tax Preparation February 16— Monday 10:00 a.m.—2 Virtual Services Aril 15,2021 p.m. Tax Preparation February 16— Tuesday 3:00 p.m.—7 Virtual Services April 15,2021 p.m. Tax Preparation February 16— Friday Noon.—4 p.m. Virtual Services Aril 15,2021 Supplemental Programming Agreement 10 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 EXHIBIT B INSURANCE During the term of this Agreement,the Provider shall maintain in full force and effect,at her own cost and expense, Commercial General Liability Insurance in at least the minimum amount of $1,000,000 per occurrence with an annual aggregate limit of not less than $2,000,000, and the City shall be named as an additional insured on the insurance policy. The Provider shall be responsible for any and all wrongful or negligent acts or omissions of its employees and agents and for any causes of action arising under strict liability. Additional Insurance Requirements: 1. Certificates of Insurance evidencing that the Provider has obtained all required insurance shall be delivered to the City prior to Provider proceeding with the Agreement. 2. Applicable policies shall be endorsed to name 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 shall 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.A minimum ten(10)day notice shall be required in the event of non-payment of premium. Such terms shall be endorsed onto the Provider's insurance policies.Notice shall be sent to Department of Risk Management, City of Fort Worth, 1000 Throckmorton Street, 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 be acceptable to the City in terms of their financial strength and solvency. b. Deductible limits, or self-insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. C. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. d. The City shall be entitled, upon its request and without incurring expense, to review the Provider's insurance policies including endorsements thereto and,at the City's discretion; the Provider may be required to provide proof of insurance premium payments. e. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. f. The City shall 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 Provider's overhead. g. All insurance required above shall be written on an occurrence basis in order to be approved by the City. Supplemental Programming Agreement 11 of 12 DocuSign Envelope ID:6BD378FC-73EF-47D5-B1F1-8DC578F3B7F3 h. Subcontractors to the Provider shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Provider. 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 Provider of the Agreement. Supplemental Programming Agreement 12 of 12