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HomeMy WebLinkAboutContract 54122 CITY SECRETARY CONTRACT NO. o C 5 ���0�� COVID-19 PROFESSIONAL SERVICES AGREEMNT A�A9y BETWEEN THE CITY OF FORT WORTH AND LEGENDS HOSPITALITY, LLC This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into by and between CITY OF FORT WORTH("City"),a home-rule municipal corporations organized under the Fib ,o laws of the State of Texas, acting by and through its duly authorized representative, and LEGENDS 6_ HOSPITALITY, LLC ("Vendor"), a Delaware limited liability company, acting by and through its duly C��CTI ssCFi�A� ior ed representative, each individually referred to as a "party" and collectively referred to as the "Parties." WHEREAS, in connection with the public assembly experience and the impact of the Coronavirus/COVID-19 pandemic and such related events (collectively and generally "COVID-19") the City desires to reopen and welcome patrons back to its facilities located at 1201 Houston St.,Fort Worth, TX 76102 (Fort Worth Convention Center) and 3401 W Lancaster Ave., Fort Worth, TX 76107 (Will Rogers Memorial Center)("Venues"); WHEREAS, in connection with the post-COVID-19 re-opening of the Venues, City desires to have an assessment performed on the Venues by public assembly management advisors,clinical/laboratory specialist, and contagion specialists focused on rethinking the public assembly experience due to COVID- 19("Project"); WHI REAS, Vendor has assembled a team of public assembly management advisors, clinical/laboratory specialist and contagion specialists that is focused on helping clients rethink the public assembly experience in connection with the COVID-19 pandemic; WHEREAS, Vendor has extensive experience and knowledge with respect to the operations of public assembly venues and seeks to assist City in assembling a team of professionals to complete the Project; WHEREAS, the City wishes to engage Legends to execute the Services (as defined below) as described herein WHEREAS, costs for the Project are necessary expenditures that will be incurred due to COVID- 19,were not accounted for in the City's budget most recently approved as of March 27,2020, and will be incurred during the period between March 1, 2020 and December 30,2020;and NOW, THEREFORE, in consideration of the promises, the mutual covenants and conditions contained in this Agreement and other good and valuable consideration,thereceipt and sufficiency ofwhich is hereby acknowledged,the Parties agree as follows: 1. SCOPE OF SERVICES. The Vendor will, with good faith and due diligence, develop and prepare the Project in a manner consistent with that degree of care and skill exercised by members of the same profession currently practicing under similar circumstances ("Services"). 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. LTV ' IUR71 H, TX Professional Services Agreement Pagel of15 2. TERM This Agreement will begin on June 1, 2020 ("Effective Date") and will expire on December 30, 2020("Expiration Date"),unless terminated earlier in accordance with this Agreement("Term"). 3. COMPENSATION 3.1 Total compensation will not exceed One Hundred Five Thousand Dollars and Zero Cents ($105,000.00)for all Services performed under this Agreement to include the total of Vendor's fixed fee and all reimbursable expenses. 3.1.1 Fee. As full and complete compensation for all Services described herein, Vendor will be paid a fixed fee of Ninety-Five Thousand Dollars and Zero Cents ($95,000.00). City will pay the Vendor in the following installments set forth below: a. Thirty Thousand Dollars and Zero Cents ($30,000.00) within thirty (30)calendar days after execution of this Agreement by the City. b. Thirty Thousand Dollars and Zero Cents ($30,000.00) within thirty (30)calendar days after Vendor's completion of Phase 1 in the attached Exhibit A; review and approval by the City of the Final Venue Assessment;and Vendor's submission of an invoice in accordance with Section 3.2 of this Agreement. C. Thirty-Five Thousand Dollars and Zero Cents ($35,000.00) within thirty (30) calendar days after Vendor's completion of Phase 2 in the attached Exhibit A; review and approval by the City of the Final Post COVID-19 Planning and Strategy document;and Vendor's submission of an invoice in accordance with Section 3.2 of this Agreement. 3.1.2 Reimbursable Expenses. In addition to any fee due under Section 3.1.1,the City will reunburse Vendor up to Ten Thousand Dollars and Zero Cents ($10,000.00) for reasonable and necessary expenses incurred for travel, which includes coach airfare,hotels,rental cars, mileage, meals (but no alcohol), micro bacterial testing supplies and other costs incurred to perform the Services ("Reimbursable Expenses"). Incurred Reimbursable Expenses will be paid concurrently with any invoice submitted for the performance of Services. 3.2 Upon completion of each of the milestones listed in Section 3.1.1(b)and(c),the Vendor will provide the City with a signed fee invoice summarizing (i)the portion of the Services that have been completed and(ii) the eligible Reimbursable Expenses that have been incurred. In submitting invoices, Vendor must provide copies of receipts for all Reimbursable Expenses. If the City requires additional reasonable information, it will 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 City of Fort Worth Public Events Director, 1201 Houston Street, Fort Worth, Texas 76102. 3.3 The City will issue payment in accordance with the Texas Prompt Payment Act. 3.4 Vendor will not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City will not be liable for any additional expenses of Vendor not specified by this Agreement unless the City fast 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 other party with thirty(30)days' written notice of termination. 4.2 Termination for Cause. Either party may terminate this Agreement for cause in the event the other party fails to perform in accordance with the terms and conditions contained herein. In s uch event, the noticing party will give the defaulting party written notice of such party's failure to perform, giving the defaulting party fourteen(14)calendar days to come into compliance with the Agreement's requirements. If the defaulting party fails to come into compliance with this Agreement,the noticing party will notify the defaulting party, 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 defaulting party of any damages resulting from a breach or a violation of the terms of this Agreement. 4.3 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 in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor must 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 must 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 warrants to City that Vendor has made full disclosure in writing of any known 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 will treat all information provided to it by City ("City Information")as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor will store and maintain City Information in a secure manner and will use all commercially reasonable efforts to not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Informationhas been compromised or is believed to have been compromised,inwhich event, Vendor 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. RIGHT TO AUDIT. 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(3)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; provided, however,that Vendor shall not be responsible for the cost of any thud-party costs, auditors, or consultants engaged by City in connection with such review. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section;provided, however,that such access shall not unreasonably interfere with Vendor's business or employees. City will give Vendor reasonable advance notice of intended audits of no less than thirty(30)days and the parties will cooperate in good faith to schedule such audits. Further,the City's rights herein may only be exercised one time during any six(6)month period. 7. INDEPENDENT VENDOR. It is expressly understood and agreed that Vendor will 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 subvendors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents,servants and employees,and Vendor, its officers,agents,employees,servants,Vendors and subvendors. Vendor further agrees that nothing herein will be construed as the creation of apartnershi or joint enterprise between City and Vendor. It is further understood that City will in noway be considered a Co-employer or a Joint employer of Vendor or any officers, agents,servants,employees or subvendor of Vendor. Neither Vendor, nor any officers, agents,servants, employees or subvendor of Vendor will be entitled to any employment benefits from City. Vendor will 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 subvendor. 8. LIABILITY AND INDEMNIFICATION 8.1 LIABILTTY-VENDOR WILL BELMBLEAND RESPONSMLE FOR ANYANDALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCL UDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY K17VVD OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMNSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,SERVANTS,EMPLOYEES, OR SUBCONTRACTORS. 8.2 INDEMNIFICATION —VENDOR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,FROMANDAGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, INCLUDING, BUT NOT LIM TED TO, PROPERTYDAMAGE OR L OSSAND PERSONAL INJURY,INCLUDING, BUT NOT LM1TED TO, DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR SUBCONTRACTORS, EXCEPT TO THEEXTENT THAT SUCH CLAIMS RESULT FROM THENEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIAL MISCONDUCT OF THE CITY. 8.3 LIMITATION OF LIABILITY - Vendor, its members,principals, directors, officers employees,parent company and affiliates shall not be liable to the City for any losses, damages, claims liabilities, costs, or expenses in any way arising out of or relating to thisAgreementfor an aggregate amount in excess of the maximum insurance amounts setforth in Section 10. Under no circumstances shall Vendor be liable to the City or any other party with respect to any subject matter of thisAgreement or un der anycontract,negligence,strict liability or other legal or equitable theoryforindirect,incidenta4 consequential,special or exemplary damages arising from this Agreement, even if any party has been advised of the possibility of such damages,such as, but not limited to, loss of revenue or anticipated profits or lost business 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Except as otherwise set forth in Section 25 and Vendor's use of its subconsultants,Vendor will 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 will 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 will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement w ith Vendor referencing this Agreement under which sub Vendor must 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. 10. INSURANCE. Vendor 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 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 will be on any vehicle used by Vendor, its employees, agents, 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 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 Clain 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 will be claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided to the extent commercially reasonable to maintain.An annual certificate of insurance will be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as additional insureds thereon,as its interests may appear. The terms City must include its employees, officers,representatives,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 the City. (c) To the extent commercially reasonable, 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, 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/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 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance must 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 will 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 will immediately desist from and correct the violation. 12. NON DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns,subvendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND CITY AND HOLD CITY AND CITY HARMLESS FROM SUCH CLAIM 13. 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: To VENDOR: City of Forth Worth Legends Hospitality, LLC Attn: Director of Public Events Bill Rhoda 1201 Houston Street President,Planning Fort Worth,Texas 76102 61 Broadway, Ste.2400 New York,NY 10006 With copy to: With copy to: City of Fort Worth Attn: City Manager and City Attorney Chief Legal Officer 200 Texas Street Legends Hospitality, LLC Fort Worth,Texas 76109 61 Broadway, Ste. 2400 Email: tyler.wallach@fortworthtexas.gov New York,NY 10006 Email: LegafNotices@legends.net 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one (1)year after its termination, solicit for employment or employ, whether as employee or independent Vendor, 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. 15. 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. 16. 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 will 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. 17. GOVERNING LAW/VENUE This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. FORCE MAJEURE City and Vendor will exercise their best efforts to meet their respective duties and obligations as setforth in this Agreement, but will notbe 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 or any other similar causes. The Parties acknowledge that this Agreement is being entered into during a state of emergency following the COVID-19 pandemic outbreak. The Parties agree that this provision shall not apply to the COVID-19 pandemic outbreak unless a subsequent binding order is issued by an entity with direct jurisdiction over Vendor or City that prohibits the continuation or completion of the services. 20. HEADINGS 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 21. 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 the interpretation of this Agreement or Exhibits A and B. 22. AMENDMENTS/ MODIFICATIONS/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 party. 23. 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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. WARRANTY AND CONDITIONS OF SERVICES. 25.1 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 ofthis warranty within thirty(30) days from the date that the services are completed.In such event, at Vendor's option,Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the w arranty, or(b)refund the fees paid by City to Vendor for the nonconforming services. 25.2 Vendor (including but not limited to its subconsultants, collectively the"Vendor Parties') is entitled to assume,without independent verification, the accuracy of all information and data that the City provides to Vendor. All information and data to be supplied will be complete and accurate to the best of the City's knowledge. The Vendor Parties will use information and data furnished by others if Vendor in good faith believes such information and data to be reliable at the time it's received and used. Vendor Parties shall be providing advice and recommendations to the City; however, all decisions in connection with the implementation of such advice and recommendations shall be the City's responsibility. Vendor Parties shall have no responsibility for any decisions made by the City relating to the Services hereunder. The Vendor Parties shall have no responsibility for any assumptions provided by the City, which assumptions shall be the City's responsibility. Any reports or assessments may include estimates based upon courses of action that the City expects to take prior to and during the period under analysis. The City is responsible for representations about its plans and expectations, and for the disclosure of significant information that might affect the estimated results. 25.3 Any reports prepared by the Vendor Parties are valid only when delivered as a final product and only for the purpose stated therein. It is expressly understood that: (a)Vendor' reports, suggestions, analyses and conclusions, if any, do not, in whole or in part, constitute a fairness or solvency opinion and (b)although the findings and recommendations cannot guarantee the prevention or spread of a pandemic or any other infectious agent and the Vendor Parties shall not have any liability to Client or any third party related to or resulting from Client's use of this report. There will usually be differences between the estimated and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. Should the City have any reservations with regard to the estimates, Vendor will discuss them with the City before any final assessment or report is issued. Any partially completed work products and drafts presented to the City are for internal use only but may be subject to disclosure under the Texas Public Information Act. 25.4 Any findings and recommendations presented as a part of the Project will reflect the analysis of primary and secondary information provided by City and other involved parties. As any projected information provided as a part of the Project will be based on various trends and assumptions, there will be differences between the information presented and actual results because events and circumstances frequently do not occur as expected and those differences may be material. 25.5 This is a consulting services agreement and due to the inherent uncertainly involved with predicting future events and local/industry health conditions, Vendor makes no representations or warranties as to the findings or recommendations contained within any of its analysis, including any estimates and disclaims. 26. IMWGRATION NATIONALITY ACT. Vendor will 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND CITY AND HOLD CITY AND 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, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. 27.1 Except as otherwise set forth below,City will bethe 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 under this Agreement(collectively, "Work Product"). Further,City will 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 will 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 Productwill 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. 27.2 To the extent Vendor or any of the Vendor Parties utilize any of its property,which means proprietary databases,proprietary information,and any hardware or software used to perform the Services, such property shall remain the property of the applicable Vendor Party, and the City shall not acquire any right or interest in such property including but not limited to in connection with Section 27.1. Vendor and any applicable Vendor Party shall retain exclusive ownership (including without limitation, copyright ownership)and all rights to use and disclose its ideas,concepts, know-how,methods,techniques,processes and skills, and adaptations thereof(including, without limitation, generalized features of the sequence, structure and theme of any works of which the Vendor or Vendor Party owns)in conducting business, and the City shall not assert or cause to be asserted against Vendor or any Vendor Party or its personnel, any prohibition or restraint from doing so. 28. 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,andthat 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. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor will notify City, in writing, of a company name 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 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. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the 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"will have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. 31. GOOD FAITH EFFORTS The parties hereby covenant,each to the other,that each will deal with the other equitably and in good faith. When consent or approval is requested for any action,the party from whom approval is sought shall give full and fair consideration to the financial issues raised by the other party and shall act in a fain, timely and non-capricious manner. Unless otherwise indicated specifically in this Agreement, consent and approvals shall not be unreasonably withheld,delayed or conditioned. [Signatures—Next Page] IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 7 fih day of �,A 2020. Ili CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract, including ensuring all Name: Jay Chapa performance and reporting requirements. Title: Deputy City Manager Date: --- 7 2020 By: 5ec' add'( pow-, APPROVAL RECOMMENDED: Name: ,Z.Guz�e Title: 1�,i.hy_e v'. ✓ c -u-dd S By: We, LX�C—C APPROVED AS TO FORM AND LEGALITY: Name: Michael Curm Title: Director,Public Events ATTEST: By: Name: T er F. Wallach �� r/ Title: Assistant City Attorney By: Name: y s %. ONTRACT AUTHORIZATION: Title: City Secre ry 1 &C: Ord.Nos.24089-03-2020 and 24 1 6 1-04- 020 LEGENDS HOSPITALITY, L� - Y,•.-w By: Name: Jieiz ►slit. l2-� Title: Date: ?/f01-2"V '0 Fr-[If.11'aq L11 5c-(11 RF-1 i Ii I 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. M CRAM / Name of Employee/Signature Title ❑ This form is N/A as No City Funds are associated with this Contract Printed Name Signature (W-ICIAL RECORD CITY SECRETARY EXHIBIT A COVID-19 CONSULTING SCOPE OF SERVICES A. PHASE 1: Venue Assessment-Services performed by the Vendor during Phase 1 includes,without limitation, the following activities related to the assessment of the Venues'post COVID-19 operations: 1. VENUES HEALTH: (a) Development of a baseline of the existing environmental surface and air contagion levels; (b) Provide an analysis ofproducts us ed for each ofthe targeted areas formaximum effectiveness in reducing contagion elements; (c) Provide an analysis of the Venues' current training programs for cleaning and disinfecting; (d) Provide an assessment of the current monitoring program for air and surface cleanliness at the Venues; (e) Provide an assessment of all materials and surfaces for risk levels as it pertains to contagious and easily transmitted diseases,viruses,or bacteria; (f) Establishment of a contamination level for high traffic areas within the Venues; (g) Development of gap analysis;and (h) Conduct baseline testing of current microbial burden levels at the Venues. 2. VENUE OPERATIONS: (a) Review current policies for Venues' employees regarding entry to the Venues; (b) Evaluation of the Venues' ingress and egress locations; (c) Analysis of Venues'protocols for receiving food and beverage products;and (d) Development of gap analysis. 3. FAN EXPERIENCE: (a) Analysis of Venues plan to facilitate Venues' guests' ingress and egress while minimizing risks associated with pandemic; (b) Analysis of Venues' policy for addressing a guest that is potentially symptomatic of a highly contiguous virus or other infection; (c) Develop a map of a historical Venues' guest's journey: (i)before and after a Venues' event and(ii) ingress/egress; (d) Analysis of the Venues' food and beverage, retail, and premium space service delivery models;and (e) Analyze, advise, and develop any new security plans, service delivery models, and Venues' guest-facing policies (e.g. symptomatic guest). 4. DELIVERABLE (a) Final Venue Assessment that includes all of the analysis and information set forth above in Phase 1. B. PHASE 2: Post COVID-19 Planning and Strategy- Services performed by the Vendors during Phase 2 includes,without limitation, the following: 1. VENUE HEALTH: (a) Develop a robust environmental cleaning and disinfection plan for the Venues; (b) Establish a system for monitoring efficacy and outcomes; (c) Development of a matrix of products,infrastructure, and services for the Venues; (d) Development of Venues' options for improving air quality in all or targeted areas;and (e) Development of a recommendation plan of action with associated costs for the Venues. 2. VENUE OPERATIONS: (a) Creation of employee training across all pertinent Venues' departments and contractors; (b) Development of a plan for an employee that is potentially symptomatic of a highly contiguous virus or other infection; (c) Development of a schedule for staggered arrival of Venues' employees; (d) Evaluation of methods to adapt operating and fulfillment models,including, but not limited to: (i)food preparation, (ii)food, beverage, and retail transactions (i.e. ordering,processing and fulfillment), and(iii) janitorial services; (e) Development of new Venues employee protocols for guest interaction;and (f) Development of feedback and customer service feedback and response protocols to allow for continuous improvement and responsiveness to ever-changing health initiatives for employees, guests, and other interested Venues'parties. 3. FAN EXPERIENCE: (a) Develop guest engagement plan; (b) Evaluate friction free options for merchandise and food and beverage; (c) Develop plan for potentially symptomatic fans; (d) Guest communication for security plan/protocol changes; (e) Provide recommendations for alterations to business processes as well as potential investments in innovation that might better enable the fan experience; (f) Develop cashless plan for food and beverage operations,ticketing and merchandising;and (g) Develop operational and support social distancing plan. 4. DELIVERABLE (a) Final Post-COVID-19 Planning and Strategy document that includes all of the analysis and information set forth above in Phase 2 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY LEGENDS HOSPITALITY, LLC 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 is 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 is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Bill Rhoda Position: Preside Global Planning ignature 2. Name: John Ruzich Position: Chief Legal Officer&Chief Administration Officers Signature 3. Name: Joe Cormier Position: Chief Financial Officer Signature Name: Signature of Member Other Title: Date: