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CONTRACT N0._ 5 of 4(v a
G���yss�P�PS� PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND HUNDEN STRATEGIC PARTNERS,INC.
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between City of Fort Worth("City"),a home-rule municipal corporation,acting by and through its duly
authorized representative, and Hunden Strategic Partners, Inc. ("Vendor"), an Indiana corporation, acting
by and through its duly authorized representative,each individually referred to as a"party"and collectively
referred to as the"parties."
1. SCOPE OF SERVICES.
Vendor agrees,with good faith and due diligence,to develop recommendations for the funding and
governance of three of the City's facilities/programs:Fort Worth Convention Center,Visit Fort Worth,and
Will Rogers Memorial Center("Study").Attached hereto and incorporated herein for all purposes incident
to this Agreement is Exhibit"A," Scope of Services, which more specifically describes the services to be
provided hereunder. The actions and objectives contained in Exhibit A are referred to herein as the
"Services". Vendor will perform the Services in accordance with the highest standards in the industry for
the same or similar services.
2. TERM.
This Agreement shall begin on June 24,2019("Effective Date")and shall expire on November 30,
2019("Expiration Date"), unless terminated earlier in accordance with this Agreement("Term").
3. COMPENSATION.
3.1 Total compensation will not exceed Thirty-Eight Thousand Dollars and No Cents
($38,000.00)("Fee")for all Services performed under this Agreement to include the total of any fixed fees
and reimbursable expenses(including travel, hotel, mileage,meals, airfare, and the like). The Fee will be
paid in the following installments:
3.1.1 Nine Thousand Five Hundred Dollars and No Cents,($9,500.00) within 30
calendar days after the completion of Task 1 set forth in Exhibit A.
3.1.2 Nine Thousand Five Hundred Dollars and No Cents ($9,500.00) within 30
calendar days after the Vendor conducts a review of the preliminary findings via
phone conference with the City.
3.1.3 Nine Thousand Five Hundred Dollars and No Cents ($9,500.00) within 30
calendar days after acceptance,receipt,and approval by City of the draft Study per
Exhibit A.
3.1.4 Nine Thousand Five Hundred Dollars and No Cents ($9,500.00) within 30
calendar days after acceptance, receipt, and approval by the City of the final
analysis of the final Study per Exhibit A.
3.2 Following completion of each of the listed milestones set forth above, the Vendor will
provide the City with a signed Fee invoice summarizing (i) the portion of the Services that have been
completed and requesting payment therefor. If the City requires additional reasonable information, it may
request the same promptly after receiving the above information, and the Vendor will provide such
additional reasonable information to the extent the same is available. Invoices must be submitted to the(1)
City of Fort Worth,attention Richard Zavala, 1201 Houston Street,Fort Worth Texas, 76102.
OFFICIAL RECGkD
Professional Services Agreement RY
FT. WORTH, TX
3.3 Vendor shall not perform any additional services or bill for expenses incurred for the City
that are not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Termination for Convenience. City may terminate this Agreement at any time and for any
reason by providing the Vendor with 30 days' written notice of termination.
4.2 Termination for Cause. City may terminate this Agreement for cause in the event Vendor
fails to perform in accordance with the terms and conditions contained herein. In such event, the City will
give Vendor written notice of Vendor's failure to perform, giving Vendor fourteen(14) calendar days to
come into compliance with the Agreement's requirements. If Vendor fails to come into compliance with
this Agreement, City will notify Vendor, in writing, and this Agreement will be terminated as of the date
of such notification.Termination of this Agreement under this provision will not relieve the Vendor of any
damages resulting from a breach or a violation of the terms of this Agreement.
4.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement will terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated for
convenience prior to the Expiration Date, City will pay Vendor for services actually rendered up to the
effective date of termination and Vendor will continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed
documents prepared under this Agreement.In the event Vendor has received access to City Information(as
hereinafter defined) or data as a requirement to perform services hereunder, Vendor shall return all City
provided data to City in a machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event,Vendor shall, in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
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by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
6.1 Vendor agrees that City will, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books,documents, papers and
records, including, but not limited to, all electronic records, of Vendor involving transactions relating to
this Agreement at no additional cost to City. Vendor agrees that City will have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. City, as applicable, shall give
Vendor reasonable advance notice of intended audits.
6.2 Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, until expiration of three (3)years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books,documents, papers and records of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written
notice of any intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all 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,
Vendor will have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City and Vendor and their officers, agents, servants and employees. Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is
further understood that the City will in no way be considered a Co-employer or a Joint employer of Vendor
or any officers,agents,servants,employees or subcontractors of Vendor. Neither Vendor,nor any officers,
agents,servants,employees or subcontractors of Vendor shall be entitled to any employment benefits from
City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers,agents, servants,employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPER TYLOSS,PROPERTYDAMA GE AND PERSONAL INJURY,INCLUDING,BUTNOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS,AGENTS,SERVANTS,SUBCONTRACTORS, OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY ITS OFFICERS, AGENTS,
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REPRESENTATIVES, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS,ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS,AGENTS, SERVANTS,
SUBCONTRACTORS, OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright,trade mark, trade secret,or similar property right arising from City's use of any
documentation in accordance with this Agreement,it being understood that this agreement to defend,
settle or pay shall not apply if City modifies or misuses the documentation. So long as Vendor bears
the cost and expense of payment for claims or actions against City pursuant to this section,Vendor
shall have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have the
right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect
City's interest,and City agrees to cooperate with Vendor in doing so.In the event City,for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or action brought
against City for infringement arising under this Agreement,City shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the
City in defense of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use
is materially adversely restricted,Vendor shall,at its own expense and as City's sole remedy,either:
(a)procure for City the right to continue to use the documentation; or(b)modify the documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the documentation; or(c) replace the documentation with equally suitable,
compatible, and functionally equivalent non-infringing documentation at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this
Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City
may seek any and all remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City.If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City,through its Director of the Public Events Department,grants consent
to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement
under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this
Agreement as such duties and obligations may apply.Vendor shall provide City with a fully executed copy
of any such subcontract.
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10. INSURANCE.
Vendor shall 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 work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall 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 work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as additional insureds thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
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(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of the City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth, Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and 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 financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,or(2)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
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To CITY: To VENDOR:
City of Fort Worth Hunden Strategic Partners,Inc.
Attn: Director Attn: President
1201 Houston Street 213 W. Institute Place, Ste. 707
Fort Worth, TX 76102 Chicago,Illinois 60610
With copy to:
City of Fort Worth
Attn: Fort Worth City Attorney's Office
200 Texas Street
Fort Worth, Texas 76109
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of their governmental powers or immunities.
15. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to 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.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall 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, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
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20. 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 A and B.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
22. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between City and Vendor, their
assigns and successors 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.
23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
24. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
Vendor 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, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
26. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
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under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
27. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority 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 Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"B". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
28. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City, in writing, of a company name, ownership, or address change for the
purpose of maintaining updated City records. The president of Vendor or authorized official must sign the
letter.A letter indicating changes in a company name or ownership must be accompanied with supporting
legal documentation such as an updated W-9, documents filed with the state indicating such change, copy
of the board of director's resolution approving the action,or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Consultant has fewer than 10 employees or the Agreement is for less than$100,000,this section
13 does not apply. Consultant 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 Consultant 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 Addendum, Consultant certifies that Consultant's signature provides written verification to
City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
- day of, JLInt ,2019.
(Signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing i acknowledge that i am the person
responsible for the monitoring and administration of
By: this contract,including ensuring all performance and
N e: Alanis reporting requirements.
Title: Assistant City Manager
Date: l By.
N e: JZ,. _._.. ��..
Title: }-�.,esc
PROVED AS TO FORM AND LEGALITY:
AUM,Ud 0614S �_µme.
a Tile F.Wallach
T t1e: Assistant City Attorney
M J. ayser, ity e6etary ,
CONTRACT AUTHORIZATION:
M&C: N/A
HUNDEN STRATEGIC PARTNERS,INC. ATTEST:
By: - By:
Name: Name: &AV Oo(L77 6(L�
Title: C;a7l), Title: -t' r �r
Date: C., f 1''T
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Professional Services Agreement—Exhibit B Page 10 of 14
EXHIBIT A
hunden
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Understanding of the Assignment
The City of Fort Worth(City or Client)is seeking to contract with a qualified firm or individual to provide
recommendations for the funding and governance of three of the City's facilities/program: Fort Worth
Convention Center(FWCC),Visit Forth Worth(VFW)and the Will Rogers Memorial Center(WRMC).While
the current city-funded model is an improvement over the model from the 1990s,it deserves an in-depth
analysis to determine if an alternative model would benefit not just the City but all three entities involved.
Hunden Strategic Partners (HSP) proposes to conduct an assessment of alternatives to the current
governance and funding structures to determine what model may generate optimal performance and
benefit all current stakeholders.
Using an already strong working knowledge of the community and its elements, and an ongoing
relationship with the City and its stakeholders, HSP will evaluate the existing model and develop a plan
that will create a synergy between the three entities and the City as well as provide recommendations on
governance,funding and marketing structure.
Scope of Work
HSP proposes a scope of work that meets or exceeds all the elements necessary for the governance
analysis for the City of Fort Worth.HSP is happy to discuss any changes to this scope and to modify the
report's organization and methodology.
HSP's work is proposed to be organized as follows:
■ Task 1—Kickoff and Discovery
■ Task 2—Profile of Existing Governance Structures
■ Task 3—Trends and Best Practices
■ Task 4—Implications and Recommendations
■ Task 6—Projection of Improved Performance
• Task 7—Next Steps and Action Plan
The deliverable will include a fully documented draft report in PowerPoint format of tentative findings and
recommendations for review and comment.Once agreed-upon changes have been made,a final report
will be delivered.
Task 1: Kick-off and Discovery
Hunden Strategic Partners professionals will conduct a kickoff call,followed by a kickoff meeting with City
of Fort Worth and VFW officials to confirm the goals of the study and other contextual issues related to
the Project.While HSP has great familiarity with Fort Worth as a whole,Project-specific data will need to
be gathered.
www.hundenpartners.com
Professional Services Agreement Page 11 of 14
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HSP will also review available data related to the Project,identify those contacts and resources necessary
to ensure complete review and assessment of critical issues as well as perform the following orientation
and due diligence-oriented tasks:
• Obtain information and data from the City of Fort Worth,FWCC,WRMC,VFW and any other
appropriate entities,
■ Interview stakeholders from a variety of local private and public organizations and perform
fieldwork as appropriate,
■ Review the various projects on which HSP professionals have worked including the various
studies for the City of Fort Worth,discuss their attributes,implementation and approach as
part of the interview with the Client and others as previously described,
• Gather and analyze background information related to the Project,including all previous
studies,and
• Gather and review available economic,demographic and financial data.
Task 2: Profile of Existing Governance Structures
In this task, HSP will provide an assessment of the current organizational structures for the Fort Worth
Convention Center,Visit Forth Worth and the Will Rogers Memorial Center.HSP will evaluate the existing
systems and operations in place at entity,and examine the costs associated with the functioning of each
entity to determine what improvements can be made to the governance and funding structures.
HSP will complete a historical profile of the entities to gather the most current data and information
regarding the funding, management and marketing of each facility, as well as the org chart. This
information will be vital in the later evaluation of organizational structures, comparison of the
organizational structures against best practices,and implications.
Task I Trends and Best Practices
Ultimately,stakeholders want the most efficient allocation of resources that optimizes performance and
minimizes expenditures to achieve the most impact.The results from city to city and model to model differ
dramatically.
HSP will analyze the industry standards, trends and best practices for convention center and tourism
related venues and organizations.HSP will specifically investigate the types of organizational structures
and financing models that successful competitors have utilized and that could be adopted easily by the
City of Fort Worth.HSP will begin to provide recommendations as to the new governance and funding
structures.There are several primary types of models,but with many permutations to be discussed.HSP
will profile the major types of setups in cities across the U.S.,especially in terms of ownership,funding,
management,marketing and overall governance.Case studies will be provided and a special focus on
Texas examples will be conducted,as the legal framework should be in place for Fort Worth to adopt
models that have already been structured in other large Texas cities.
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Professional Services Agreement' Page 12 of 14
He
Task 4: Implications and Recommendations
Building on the results of the tasks above,HSP will make recommendations for alternative governance
structures.HSP will recommend improvements that are essential for future success as well as the estimated
investment and impact to future business.
Task 5: Projection of Improved Performance
Based on the recommendations,HSP will draft a business plan for the optimal governance,funding and
marketing structure for the Fort Worth Convention Center,Visit Fort Worth and the Will Rogers Memorial
Center and show how performance could improve as a result.This will include a highaevel approach to
income and expense for the entities.
Task 6: Next Steps and Action Plan
HSP will provide next steps and a transition plan for any recommended structural changes.In addition,
HSP will also provide a timeline to ensure that the proposed merger is completed by a Client determined
date.
Timing&Deliverables
HSP proposes to complete the draft analysis within twelve(12)weeks of project kickoff.
Midpoint/Preliminary Findings—Approximately six weeks after kickoff, HSP will conduct a review of
preliminary findings via PowerPoint by phone with the Client.
Draft Analysis—Having completed all the tasks,HSP will compile the results into a draft analysis of its
findings and recommendations,which will be presented to the Client for review and comment.
Final Analysis—Approximately two(2)weeks after receiving comments from the Client,HSP will issue its
final analysis.
All deliverables will be responsive to the Client's preference.HSP is flexible in its approach.
Fees
HSP proposes to complete the scope of work for a lump sum fee of$38,000,which includes all expenses
and up to two(2)trips.HSP suggests the following milestone payment plan:
• Kickoff of Study $9,500
• Preliminary Findings by Phone $9,500
• Draft Analysis $9,500
• Final Analysis $9,500
All invoices are generally expected to be paid within 30 days of submittal and/or prior to the next
deliverable being delivered.
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Professional Services Agreement Page 13 of 14
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
HUNDEN STRATEGIC PARTNERS,INC.
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor.City are fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten(10) business days if there are any changes to the signatory authority. City and
Vendor are entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Si o President/CEO
Other Title:
Date:
Professional Services Agreement Page 14 of 14