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HomeMy WebLinkAbout064815 - General - Contract - Texas Monthly LLCCSC No. 64815 ��� ����� SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Texas Monthly LLC ("TM"), a Texas limited liability company, acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." 1. Scoue of Services. In connection with the 2026 Texas Country Reporter Festival to be produced by TM, each of City and TM will provide certain services ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for a11 purposes. 2. Term. The term of this Agreement begins on the date that this Agreement is executed by the City's Assistant Ciry Manager ("Effective Date"), and terminates March 31, 2026, unless terminated earlier in accordance with this Agreement. 3. Comnensation. 3.1 Tota1 compensarion under this Agreement will not eXceed zero dollars and zero cents ($0.00). 4. Termination. 4.1. Written Notice. City or TM may terminate this Agreement at any time and for any reason by providing thc othcr party with 30 days' writtcn notice of tcrmination. Confidential Information. 5.2 Confidential Information. TM, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidcntial and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and a11 records held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify TM. It will be the responsibility of TM to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient OFFICIAL RECORD CITY SECRETARY TM Services Agreement FT. woRTH, TX Page 1 of 8 will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. TM must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. TM must notify City immediately if the security or integrity of any City Information has been coinpromised or is believed to have been compromised, in which event, TM will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Indenendent Contractor. It is expressly understood and agreed that TM will operate as an independent contractor as to a11 rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, TM will have the exclusive right to control the details of its operations and activitics and be solely responsible for the acts and omissions of its officers, agents, servants, employees, TMs, and subcontractors. TM acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and TM, its officers, agents, employees, servants, contractors, and subcontractors. TM further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and TM. It is further understood that City will in no way be considered a co-employer or a joint employer of TM or any officers, agents, servants, employees, contractors, or subcontractors. Neither TM, nor any officers, agents, servants, employees, contractors, or subcontractors of TM will be entitled to any employment benefits from City. TM will be responsible and liable far any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 7. Indemnification. 8.1 GENERAL INDEMNIFICATION - TM HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANYAND ALL THIRD PARTYCLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMACE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE GROSS NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF TM, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8. Insurance. At City's request, TM must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Covera�e and Limits (a) Commercial General Liability: TM Services Agreement Page 2 of 8 $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by TM, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - $100,000 - $500,000 - 10.2 General Requirements Bodily Injury by accident; each accident/occurrence Bodily Injury by disease; each employee Bodily Injury by disease; policy limit (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, off'icers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for a11 policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent fnancial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) �� 9. Comnliance with Laws, Ordinances. Rules and Regulations. TM agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, TM Services Agreement Page 3 of 8 ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and 1oca11aws, ordinances, rules and regulations. If City notifies TM of any violation of such laws, ordinances, rules or regulations, TM must immediately desist from and correct the violation. 10. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 To TM: Texas Monthly LLC Attn: General Counsel 1100 Louisiana Office 24.042 Houston, Texas 77002 With copy to Fort Worth City Attorney's Office at same address 11. Solicitation of Emplovees. Neither City nor TM will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 13. No Waiver. The failure of City or TM to insist upon the performance of any term ar provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or TM's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governin� Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. 15. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, thc validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 16. Force Maieure. City and TM will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation TM Services Agreement Page 4 of 8 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 Maj eure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 17. Headin�s Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 18. 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 will not be employed in thc interpretation of this Agreement, and Exhibit A. 19. Amendments / Modi�cations / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each parry. 20. Entiretv of A�reement. This Agreement, including Exhibit A, contains the entire understanding and agreement bctwecn City and TMTM, their assigns and succcssors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart wi11, for a11 purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 22. [Intentionally Omitted] 23. Si�nature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authoriry has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of TM. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 24. Electronic Si�natures. This Agreement may be executed by electronic signature, which wi11 be considered as an original signature for all purposes and have the same force and effect as an original signature. Far these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. TM Services Agreement Page 5 of 8 (signature page follows) TM Services Agreement Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: D�h� Bu��r hdof-F By: Dana Burghdoff (Mar 3, 202f117:43:17 CST) Name Title: Date: Dana Burghdoff Assistant City Manager 03/03/2026 TM: Tcxas Month1y LLC: By: Name Title: Date: �//�_�, ,_i !�_ Melissa Reese Directar 02/26/2026 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: , /� Midori Clark (Feb 27, 2026 13:48:38 CST) By: Name: Midori Clark Title: Library Director Attest: � .��� By: �� Name: Jannette Goodall Title: City Secretary Contract Authorization: M&C: Date M&C Approved: Form 1295: n p OF FOR Tqh4a3 a''" °ti°o e�= .�0 dAv � *=d d4p nEXP`ao.4� 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. �^"� Mµ►Q �r"` By; April Jacquez (Feb 24, 2026 11:06:04 CST) Name: April Jacquez- Cobian Title: Sr. Contract Compliance Specialist Approved as to Form and Legality: By: Name Title: ��C/iY.liY � Taylor Paris Assistant City Attorney C�] �� [y 1,1 �:� �[K�]:a �7 C«] � i'�'i Xy:� � ��1:�'1 FT. WORTH, TX TM Services Agreement Page 7 of 8 EXHIBIT A SCOPE OF SERVICES To mutually support Fort Worth-based musicians, we agree to the following terms related to performances and promotions of Amplify 817 and associated musicians at the 2026 Texas Country Reporter Festival ("Festival"): • The Fort Worth Public Library (FWPL) staff will assist in recruiting musicians to perform at the Festival. o Staff will make recommendations of artists and provide contact information to Texas Monthly event producers o Texas Monthly will exclusively manage performance contracts and coordinate payments for up to four Amplify 817 artists for the Festival • Texas Monthly will provide FWPL booth space at the Festival on March 28, 2026 to promote the Amplify 817 music streaming service. o Booth space activities will be coordinated by FWPL staff • FWPL will provide Amplify 817 banners and signage on display at the Festival. o FWPL staff will be responsible for delivery and pickup. • FWPL's music service, Amplify 817 will promote all artists performing at the Festival on social media and via email marketing. • A11201ocations of the FWPL will post Festival promotional information onsite to share with customers • Both City and TM wi11 permit the use of official logos on a11 promotional materials, websites and social media related to Amplify 817's presence at the Festival and associated performances of Amplify 817 artists. TM Services Agreement Page 8 of 8 F�RT��RTHt� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Texas Monthly LLC Subject of the Agreement: Texas Country Reporter Festival M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑■ If so, provic�e the original cont�act number and the amendrrient number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confldential? *Yes ❑ No 0 If only specific information is Confidential, please list what info�mation is Confidential and the page it is located. EffeCtlVe Date: ACM Signature date Expiration Date: 3�31/2026 If different from the approval date. lf applicable. Is a 1295 Form required? * Yes ❑ No ❑■ *If so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processin� in the followin� order: L Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be �eturned to the department.