HomeMy WebLinkAboutContract 45464-R1 CONTRACT No._
RENEWAL OF CITY SECRETARY CONTRACT NO. 45464,
A SERVICES AGREEMENT FOR LES MILLS PROGRAMS
This RENEWAL OF CITY SECRETARY CONTRACT NUMBER 45464, ("Renewal") is
made and entered into by and between the City of Fort Worth ("City"), acting by and through its duly
authorized Assistant City Manager, and Les Mills United States Trading Inc., a Delaware corporation,
acting by and through its duly authorized representative("Distributor").
WHEREAS, on March 26, 2014, the City and Fitness Marketing Systems, LLC, entered into an
agreement for the use of the Les Mills fitness programs,the same being Fort Worth City Secretary Contract
Number 45464("Agreement");
WHEREAS, the primary term of the Agreement was for one year, beginning on March 26, 2014
and expiring on March 31,2015, and includes five renewal periods of one year each;
WHEREAS, the City and Fitness Marketing Systems, LLC, renewed the Agreement for the first
renewal term,beginning on April 1,2015 and expiring on March 31,2016,without formally memorializing
such renewal;
WHEREAS,on or about March 1,2016,Distributor acquired the Les Mills South Central business
from Fitness Marketing Systems,LLC;
WHEREAS, Distributor represents that, as a result of such acquisition, it has assumed all rights,
duties,and obligations in,to, and under this Agreement from Fitness Marketing Systems,LLC;
WHEREAS, because of the above-stated acquisition, the City and Distributor wish to formalize
the record parties to this Agreement;
WHEREAS,the parties desire to exercise the second renewal option,effective beginning on April
1, 2016 and expiring on March 31,2017; and
NOW, THEREFORE, City and Distributor, in consideration of the mutual covenants and
agreements contained herein, do mutually covenant and agree that the Agreement is renewed as follows:
I.
Distributor represents and warrants that the statements in the recitals above are true and accurate
and form the basis of this Renewal and that it is the proper party to this Agreement and has full right,power,
and authority to enter into this Renewal,to make the representations set forth herein, and to carry out all
rights, duties, and obligations under this Agreement. DISTRIBUTOR HEREBY AGREES TO AND
DOES INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS, THE CITY, AND IT
EMPLOYEES, REPRESENTATIVES, AGENTS, OFFICERS AND SERVANTS FOR, FROM,
AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, CAUSES OF
ACTION, SUITS,AND JUDGMENTS ARISING OUT OF OR RELATED TO ANY BREACH OF
THE REPRESENTATIONS AND WARRANTIES MADE HEREIN.
H.
a. City and Distributor hereby formally memorialize the renewal of the Agreement,including
the Addendum,for the first renewal term,which began on April 1,2015 and expired on March 31,2016.
s FFIC AAL 60--
Renewal
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Renewal of CSC 45464 G .
b. City and Distributor agree to renew and extend the Agreement for a second renewal term
of twelve months,effective beginning on April 1,2016 and expiring on March 31,2017,in accordance with
the existing terms and conditions of the Agreement,including the Addendum.
III.
All terms and conditions of the Agreement that are not expressly amended pursuant to this Renewal
shall remain in full force and effect.
IV.
All terms in this Renewal that are capitalized but not defined shall have the meanings assigned to
them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Renewal in multiples in Fort
Worth,Tarrant County, Texas on this day of U� Im[2ey ,2016.
CITY OF FORT WORTH LES MILLS UNITED STATES TRADING,
INC.
By: By:
S san Alanis jenie f—�y M A i k rA
ssistant City Manager Authorized Representative
APPROVED AS TO FORM
AND LEGALITY:
Tyle F.Walla
Assistant City Attorney ff,,®F I
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City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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