HomeMy WebLinkAboutContract 55282 CSC No. 55282
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 or HSP"), 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 provide consulting services to assist in securing
a food and beverage provider for Will Rogers Memorial Center(WRMC) and, potentially,the new City Hall.
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 will begin on February 1, 2021 ("Effective Date")and expire on December 30,2021
("Expiration Date"), unless terminated earlier in accordance with this Agreement("Term").
3. COMPENSATION.
3.1 Total compensation will not exceed Seventy-Two Thousand One Hundred Sixty Dollars
and No Cents($72,160.00) 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). Compensation
will be paid as follows:
3.1.1 Fee. As full and complete compensation for all Services described herein, Vendor
will be paid a fixed fee of Sixty-Four Thousand Dollars and No Cents($64,000.00)("Fee")
in the following installments set forth below:
a. Sixteen Thousand Dollars and No Cents ($16,000.00) within thirty (30)
days after the execution of this Agreement by the City.
b. Sixteen Thousand Dollars and No Cents ($16,000.00) after completing
Task 2: Creation of Request for Quotes Documents as set forth Exhibit A.
C. Sixteen Thousand Dollars and No Cents ($16,000.00) after completing
Task 5: Creation of Request for Proposal; Shortlisted Vendors Receive
Request for Proposals as set forth in Exhibit A.
d. Sixteen Thousand Dollars and No Cents ($16,000.00) after completing
Task 6: Evaluations, Interview, and Rankings as set forth in Exhibit A.
3.1.2 Hourly Rate. City will pay Vendor an hourly rate of$215.00 up to a maximum of
Five Thousand One Hundred Sixty Dollar and Zero Cents ($5,160.00) for any services
performed pursuant to Task 7: Negotiations with Top Ranked Vendors/F&B Agreement, as
set forth Exhibit A.
Professional Services Agreement OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
3.1.3 Reimbursable Expenses. In addition to any Fee and Hourly Rate due under Section
3.1,the Vendor will be reimbursed up to Three Thousand Dollars and No Cents($3,000.00)
for reasonable and necessary expenses incurred for travel, which includes coach airfare,
hotels, rental car, mileage, and meals(but no alcohol)("Reimbursable Expenses"). Incurred
Reimbursable Expenses will be paid concurrently with any invoice submitted for the
performance of Services.
3.2 Following completion of each of the listed milestones set forth in Section 3.1.1(b)-(d), the
Vendor will provide the City with a signed Fee invoice summarizing (i)the portion of the Services that have
been completed (ii) charges for the hourly rate, as applicable, and (iii) the Reimbursable Expenses that have
been incurred and requesting payment therefor. In submitting invoices, Vendor must provide copies of
receipts for all Reimbursable Expenses. 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 City of Fort
Worth, attention Andrea Wright, Assistant Director PED, 1201 Houston Street, Fort Worth Texas, 76102.
3.3 All payments will be made in accordance with the Prompt Payment Act.
3.4 Vendor will 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.
Professional services Agreement 2 of 17
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 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,
Professional Services Agreement 3 of 17
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 ANYAND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, TOANYANDALL PERSONS, OFANYKIND 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 HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY ITS OFFICERS, AGENTS,
REPRESENTATIVES, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND 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, INCL UDING,BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED 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
Professional Services Agreement 4 of 17
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, subcontractor must execute a written agreement with Vendor referencing this Agreement under
which subcontractor must agree to be bound by the duties and obligations of Vendor under this Agreement as
such duties and obligations may apply. Vendor will 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 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 In by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
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(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.
(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.
Professional Services Agreement 6 o1'17
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:
To CITY: To VENDOR:
City of Fort Worth Hunden Strategic Partners, Inc.
Attn: Director, Michael E. Crum 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 76102
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.
Professional Services Agreement 7 of 17
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 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
goveniment; material or labor restrictions by any governmental authority; transportation problems; restraints
or prohibitions by any court, board, department, commission, or agency of the United States or of any States;
civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein
but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force
Majeure Event'). The performance of any such obligation is suspended during the period of, and only to the
extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure
Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be
determined by the City in its sole discretion. The notice required by this section must be addressed and
delivered in accordance with Section 13 of this Agreement.
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.
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.
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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 I-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 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
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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 Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 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' has the meanings ascribed
to those terms in Section 2271 of the Texas Government Code. By signing
this Agreement,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 Agreement.
30. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of 2021.
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
y /''�° responsible for the monitoring and administration
By: Jesus J.Chapa(Feb 8,2o 114:3� 0CST) of this contract, including ensuring all performance
Jay Chapa and reporting requirements.
Deputy City Manager
Date: Feb 8,2021
i
By: Mdma Wrigtt(Feb8,202113:23 )
APPROVAL RECOMMENDED: Andrea Wright
Assistant Director, PED
ByMichael El C�eb 8,202113:52 CST) APPROVED AS TO FORM AND LEGALITY:
Mike Crum
Director, Public Events Department
Professional Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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HUNDEN STRATEfIC ERS,INC.
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President
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Professional Services Agreement OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
Scope of Services
1
1
Understanding of the Assignment
Hunden Strategic Partners (HSP) proposes to assist the City of Fort Worth (City or Client) by leading owner's
representation for the food and beverage partner/vendor and contract at Will Rogers Memorial Center (WRMC) —
and potentially the new City Hall -- via management of the food and beverage solicitation and selection process
at WRMC to be negotiated and approved prior to December2021.
HSP also understands that the reputation,brand and experience of Fort Worth is riding on the catering and concessions
experience at the WRMC and as such, the new partner must be in sync with the vision for the WRMC as the premier
venue of its kind in the world. Mr. Hunden has been working with Fort Worth for 20 years and will ensure that this
mission and vision remain paramount throughout theprocess.
HSP understands that the Client is looking for a consultant that has experience with equestrian venues, which can
bring creativity and vision to the process, and has a proven track record with running successful solicitation and
selection processes.
During the Kickoff and project orientation task of the proposed scope of work,HSP will work with the City to revisit the
overall vision and image for F&B at the complex. From there, HSP will help manage each step of the vendor
solicitation and selection RFQ/P process on behalf of the City, from creation of the RFQ/Pdocuments,submittal
evaluations,and interviews to negotiating the final F&B contract.
Throughoutthe process, HSP will take into consideration the following key points related to background information
on WRMC and future expectations:
Business Equity— HSP will note and work to prioritize the importance of innovation and inclusive participation
by minority-and women-owned businesses in the Project opportunity. HSP has included Contente Terry on the
pursuit,a specialist in this area,to supercharge the outreach effort.
HSP understands the City's desire to move away from an institutionalized approach to F&B and towards a
curated and entrepreneurial package that best serves the customer base and supports Fort Worth's brand as a
destination.
The City recently bought the former Pier 1 Headquarters building and plans to redevelop Tinto the New CityHall.
The building includes a modern commercial catering kitchen.HSP will consider the opportunity to include both
the WRMC and the City Hall F&B operations as a combined and more enticing package for potential
bidders/partners.
The aim of the effort is to maximize the number of quality F&B bidders who understand the goals and vision of Fort
Worth and the WRMC, thereby maximizing the quality, revenues and repeat business built on an improved
reputation.ThiswilI also keep the process open and availabletothemarketplaceofquality vendors,ownersandbrands.
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Scope ofServices
Hunden Strategic Partners is happy to discuss any changes to this scope and to modify the organization and
methodology as needed.HSP's work is proposed as follows:
F&B Vendor Solicitation and Selection Process/Management
Task 1—Kickoff,Orientation and Food&Beverage Vision
Task 2—Creation of RFQ/PDocuments
Task 3—Management of Solicitation Process; Promoting the Opportunity; Site Visit; Q&A
Task 4—Review of RFQ Submittals;Zoom Interviews
Task 5—Creation of RFP; Shortlisted Vendors Receive RFP
Task 6—Evaluations,Interviews and Rankings
Task 7—Negotiations with Top-Ranked Vendors/F&BAgreement HSP's
methodology will be as follows:
Task 1: Project Kickoff, Orientation and Food & Beverage Vision
Hunden Strategic Partners professionals will meet with the City to confirm the goals of the process and other contextual
issues related to the Project. HSP will also review available data related to WRMC (and potentially City Hall), identify
contacts and resources necessary to ensure complete review and assessment of critical issues, and perform the
following orientation and due diligence oriented tasks:
Obtain information and data from the City of Fort Worth,WRMC officials, and any other appropriate governmental
agencies as relates to the historical performance of the catering services at WRMC(and City Hall, as appropriate).
Conduct a visioning brainstorm session with City officials to ensure internal alignment on the vision for F&B services
moving forward.What are the strengths,weaknesses,opportunities and threats of the current F&B situation?What
is the vision and desire of the City and stakeholders?What are best practices?
Review HSP's prior work for Fort Worth and determine which elements of previous reports(or other materials)
should be utilized in the RFQ/P documents,as appropriate.
Review HSP's similar efforts, discuss their attributes, implementation and approach to determine lessons
learnedand implications.
Research business equity resources such as the Fort Worth Office of Business Equity and companies that may
have interest or talent to respond to the catering solicitation independently or aspartofateam.
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• Discuss the marketing approach to the RFQ/P effort. Media can be very beneficial in aiding the promotion of the
bidding process, if managed. Efforts to promote the social equity mix in the teaming of the bidders will also be
important,and Contente Consulting will focus onthose efforts.
• Review the historical performance ofF&BatWRMC,the current F&B contract details,and any otherdatapoints
necessaryforcomprehensiveunderstandingofcurrentsituation.
HSP will also begin compiling lists of potential vendors for the Project.
Task 2: Creation of Request for Quotes ("RFQ") Documents
The RFQ process is recommended first. The benefit of an RFQ process first is it is less time an effort for potential
vendors and they can test the waters without spending as much time,money,and effort on a contract they fear they
may not win. RFQ processes will increase the number of potential bidders. One of the challenges is convincing
bidders that it is worth their time and effort to submit and an RFQ process makes it easy for them to do so. In
addition,the RFQ stage is very helping in filtering the teams. The process ensures that only qualified bidders will
move onto the next round. HSP has had a number of experiences where connected, but non-qualified groups
submit proposals. This allows for the qualifications and scoring to sort the short listoutand not prior relationships.
HSP will draft an RFQ document package, to be reviewed and accepted by Client representatives. This will include:
• RFQ Document,
• Marketing Materials(Images),
• Market Data/Tourism Data,
• WRMC Specific Information and Related Market Data, and
• Deal Parameters, if determined.
Onceapproved,HSP will send the docu meritto a list of vendors identified,as well as post to H SP's website (toenable
HSP to track the downloads).HSP has a listof vendors and brands thatwill be contacted about the opportunity.HSP
will also work with the Client to issue a press release regarding the opportunities to maximize exposure locallyand
nationally.
Task3: Managementof Solicitation Process;Promoting theCipportunity;Site Visit;Q&A
HSP will discuss the proposal process with potential respondents and represent the City's best interest when doing so.
In consultation with the Client, HSP will set a deadline for submitting written questions or requests for clarification and
will assist in responding to these written inquiries.
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t
For women and minority-owned firms, Contente Consulting will take a leadership role in outreach and promotion of the
opportunity. We will also work behind the scenes to make introductions so that local firms can partner with national firms.
An important part of the process is continuous contact with potential respondents to ensure that a number of highly
qualified groups respond. As these requests are time-consuming, it is easy for many potential vendors to not
respond and focus on other less time-consuming opportunities.HSP will continually work these contacts to ensure a
strong response to both the RFQ and the RFP process.
A site tour of the WRMC and surrounding area will be conducted by the City and HSP for the benefit of the bidders.
This will give the bidders a chance to ask questions,understand current and future conditions, and generally involve
themselves more deeply in the process. HSP will record all questions and answers during the tour and any related
meetings.After the tour and the Question &Answer Period, HSP will send an RFQ Amendment to the interested
groups with answers to all questions posed to date.Typically the date to submit final questions is approximately two
to three weeks priorto the RFQ submittal deadline.
The time period to respond to the RFQ would be approximately five to six weeks, which gives HSP time to be in
contactwith all vendors and promote submittals.
Task 4: Review of the RFQ Submittals; Zoom Interviews
HSP will review the RFQ submittals and compare them in a matrix memo summarizing the qualifications of the
groups for each opportunity. HSP suggests conducting Zoom interviews with those under consideration forthe
short list to get abetter sense of the bidders prior to shortlisting for the RFP process. It will allow for an informal and
informationaldiscussionthatwould putpersonalitiesand perspectiveswith the RFQ submittal,which will help lead to a
more informed short-listing.
Items considered will be ability to create a positively memorable food and beverage experience in other similar
situations, pricing/value, team components and others as determined. From there, the City can shortlist
immediatelyand finalists will be invited to submit proposals.
The time period for this review and the brief interviews can be one to two weeks, depending on scheduling.
Task 5: Creation of Request for Proposal ("RFQ"); Shortlisted Vendors Receive RFP
HSP will create the RFP document based on the criteria determined with the City.A scoring matrix, as required by
Texas state law,will be included.
Once the shortlist has been determined,the RFP will be sent out.H SP will have been working on the RFP document
during the prior tasks. HSP will work behind the scenes with the shortlisted groups to ensure full compliance with
the request and answer any questions in order to generate the highest quality responses.
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The RFP should be ready prior to the shortlist, which means the shortlisted groups would receive the RFP
immediately afterthe zoom interviews and short list is determined.HSP recommendsthatthe shortlisted vendors
have approximately 5 to 6 weeks to respond with their full proposals. In-person interviews(or Zoom if preferred)
can be set in advance so the process can move quickly once proposals are received.
Task 6: Evaluations, Interviews and Rankings
HSP will then collect the responses to the RFP and develop a summary document that puts the proposals and
responses in a side-by-sidecomparison.Eachcategoryofresponsewillbeevaluated and aconclusion drawn.HSP
will also conduct reference checks and undertake procedures to verify information contained in the submittals.
HSP will also formulate a list of recommended questions that the Client will ask of the potential candidates to
clarifythe RFP responses.
HSP suggests ranking and not designating a one-and-only respondent, based on the scoring matrix. In order for the
community to retain flexibility in negotiations, the respondents must know that ifdiscussions with the first group are
not successful,then the City has the option to proceed to the second-ranked firm.
Prior to final determination of a final ranking, it is HSP's experience that interviews and presentations should be
conducted with the top-ranked respondents. While much knowledge can be gained from responses on paper, the
City will make its most well informed decision after combining response information with presentation and question-
and-answer clarifications with the top-ranked respondents via interviews of approximately 90 minutes each. It is
then that the character of each organization (or team)can be more accurately observed.
HSP's role is to work with you through the process to ensure that it is efficient, thorough, retains complete integrity,
and results in a Project that provides the benefits sought by the City.
Task 7: Negotiations with Top-Ranked Vendors/F&B Agreement
At the City's sole option and discretion, HSP will provide advice and consultation to the City during negotiations with
the selected vendor on a final Food and Beverage Agreement. HSP will provide a national perspective and be able
to provide best practices learned in other similar projects around North America to ensure that the final Food and
Beverage Agreement achieves the City's goals for the success at WRMC (and potentially City Hall). HSP will
continually be the City's resource for this task and make recommendations regarding the negotiations. In addition, as
requested by the City, HSP will organizing conference calls, meetings, and moderate discussions between the
Vendor, Client, attorneys, and other parties.
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Timing and Fees
W h He th e ti meli ne of th e d evelo pm ent ag reement is dependent upon a nu m ber of factors that cannot be controlled
by HSP,H S P is prepared to meet the following timeline goals as outlined by the Client:
Task 1 February 2021
Tasks 2-4: Q2- 2021 (Responses by May 2021)
Task 5 Q2- 2021(Responses byA@.d 2021)
Task 6 November/December2021
Task 7 to be completed by December 2021
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