HomeMy WebLinkAboutContract 55570VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND FW SPORTS AUTHORITY, INC.
CITY SECRETARY I
CONTRACT NO . J 510 --9...:..-=....:.... __
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between CITY OF FORT WORTH ("City"), a home-rule municipal corporations organized uncle the
laws of the State of Texas, acting by and through its duly authorized representative, and FW SPO TS
AUTHORITY, INC ("FWSA"), a Texas Industrial Development Corporation created by the City of ·
Worth, acting by and through its duly authorized representative , each individually referred to as a "pa "
and collectively referred to as the "parties ."
1. SCOPE OF SERVICES.
The City will, with good faith and due diligence, develop and prepare a plat for Texas tor
Speedway in a manner consistent with that degree of care and skill exercised by members of the s me
profession currently practicing under similar circumstances ("Services").
2. TERM.
This Agreement will begin on April 13, 2021 ("Effective Date") and will expire upon com pl ion
of the Services set forth herein ("Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Term").
3. COMPENSATION.
3 .1 As full and complete compensation for all Services described herein , City will be pai an
amount up to Forty-Two Thousand Dollars and No Cents ($42,000.00).
3.2 Upon completion of the Services, City must send FWSA a signed fee invoice summari ing
(i) the Services that have been performed and (ii) the amount of money due for the Services. If the F SA
requires additional reasonable information, it will request the same promptly after receiving the aijove
information, and the City will provide such additional reasonable information to the extent the sarrte is
available . Invoices must be submitted to the City of Fort Worth Public Events Director, 1201 Hou1 ton
Street, Fort Worth, Texas 76102.
3 .3 The FWSA will issue payment within thirty days after receiving and approving the
invoice.
3 .4 City will not perform any additional services for the FWSA not specified by this
Agreement unles s the City requests and approves in writing the additional costs for such services.
4. TERMINATION.
4 .1. Termination for Convenience. E ither party may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
4.2 Duties and Obligations of the Parties. In the event that this Agreement is terminate for
convenience prior to the Expiration Date, FWSA will pay City for services actually rendered up t the
effective date of termination and City will continue to provide FWSA with services requested by FWS
accordance with this Agreement up to the effective date of termination. Upon termination of this A ee
OFFICI ORD
Cl RY
Vendor Services Ag re ement FT.
for any reason, City must provide FWSA with copies of all completed or partially completed docu ents
prepared under this Agreement.
5. RIGHT TO AUDIT.
The Parties agree that each 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 re1 ords,
including, but not limited to, all electronic records, of each other involving transactions relating o this
Agreement at no additional cost to the other Party.
6. SUBCONTRACTING.
9 .1 Subcontract. The City may subcontract the Services under this Agreement to an enti that
is competent to perform such Services.
7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
City agrees that in the performance of its obligations hereunder, it will comply with all applfcable
federal, state and local laws , ordinances, rules and regulations and that any work it produces in conn ction
with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rul sand
regulations. If FWSA notifies City of any violation of such laws, ordinances, rules or regulations, Ci will
immediately desist from and correct the violation.
8. NOTICES.
Notices required pursuant to the provisions of this Agreement will be conclusively determi ed to
have been delivered when (1) hand-delivered to the other party, its agents, employees, serv ts or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) re eived
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To FWSA and City:
City of Fort Worth
Attn: City Manager and City Attorney
200 Texas Street
Fort Worth, Texas 76109
9. NO WAIVER.
The failure of City or FWSA to insi st upon the performance of any term or provision f this
Agreement or to exercise any right granted herein will not constitute a waiver of City's or F SA's
respective right to insist upon appropriate performance or to assert any such right on any future occ 10n.
10 . GOVERNING LAW/ VENUE.
This Agreement will b e construed in accordance with the laws of the State of Texas. If any ction,
whether real or asserted , at law or in equity, is brought pursuant to this Agreement, venue for such ction
will li e in state courts located in Tarrant County, Texas or the United States District Court for the No1 hem
District of Texas, Fort Worth Division.
Vendor Services Agreement 2 ofS
11. SEVERABILITY.
If any provi sio n of this Agreement is held to be invalid, illegal or unenforceable, the v idity,
le gality and enforceability of the remaining provisions will not in any way be affected or impaired.
12. FORCE MAJEURE.
City and FWSA 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 t force
majeure or other causes beyond their reasonable control, including, but not limited to , compliance wi h any
government law, ordinance or regulation, acts of God , acts of the public enemy, fires, strikes, lo louts ,
natural disasters, wars, riots , material or labor restrictions by any governmental authority, transpo ation
problems or any other similar causes. The Parties acknowledge that this Agreement is being enter d into
during a state of emergency following the COVID-19 pandemic outbreak. The Parties agree th t this
provision shall not apply to the COVID-19 pandemic outbreak unless a subsequent binding order is ss ued
by an entity with direct jurisdiction over FWSA or City that prohibits the continuation ofthe _serv ice .
13. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purpose s only, will not be dee ed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agre ment.
14. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agref ment
and that the normal rules of construction to the effect that any ambiguities are to be resolved agai st the
drafting party will not be employed in the interpretation of this Agreement.
15. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement will be binding upon a party ereto
unless set forth in a written instrument, which is executed by an authorized representative of each p !rty.
16. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between City and FWSAJ, their
assigns and successors in intere st, as to the matters contained herein. Any prior or contemporaneous ral or
written agreement is hereby declared null and void to the extent in conflict with any provision f thi s
Agreement.
17. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart will, or all
purposes , be deemed an original, but all such counterparts will together constitute one and the same
in strument.
18. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he /she h as the legal authority to e ecute
this Agreement on behalf of the respective party, and that such binding authority has been granted by roper
Vendor Services Agreement 3 ofS
order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
19. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT IS L
FWSA acknowledges that in accordance with Chapter 2270 of the Texas Government Co e, the
City is prohibited from entering into a contract with a company for goods or services unless the co tract
contains a written verification from the company that it: ( 1) does not boycott Israel; and (2) will not b fYcott
Israel during the term of the contract. The terms "boycott Israel" and "company" will have the mef ings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this con~ract,
FWSA certifies that FWSA's signature provides written verification to the City that FWSA: (1 does
not boycott Israel; and (2) will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples t 1s
__ day of ______ , 2021.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Vendor Services Agreement 4 ofS
ACCEPTED AND AGREED:
City:
By: :S:--~-
FW Sports Authority, Inc.:
By:
Name: Jay Chapa Name:
Title: Assistant City Manager Title:
Date: ~ I 3-4 ( Date:
Resolution No. 2021-lll_
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
BF ~-
Name: Mike Crum
Title: Director
Approved as to Form and Legality:
.,,._/
By:
Name: T er
Title: Assistant 1ty Attorney
Contract Authorization:
M&C:NA
Vend or Services Agreem ent
Contract Compliance Manager:
By signing I acknowledge that I am the perso
responsible for the monitoring and administra ion
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Mike Curm
Title: Director
City Secretary:
By:
Name:
Title:
OFFICIAL REC! >RD
CITY SECRET, RY
FT. WORTH, rx
S ofS