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HomeMy WebLinkAboutContract 57254 CSC No.57254 CONTRACT BETWEEN THE CITY OF FORT WORTH AND HOSPITALITY NETWORK,LLC FOR TELECOMMUNICATION AND DATA SERVICES This Contract for Telecommunication and Data Services ("Contract")is made and entered into by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager ("City"), and Hospitality Network, LLC, a Delaware limited liability company("Company"). WHEREAS,the City owns and operates the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102; WHEREAS,the Fort Worth Convention Center provides or makes available a multitude of services to meet the needs of both exhibitors and clients of the Fort Worth Convention Center; WHEREAS,telecommunication and data services are an integral part of the success of the Fort Worth Convention Center; WHEREAS, Company is in the business of providing telecommunication and data services to convention centers such as the Fort Worth Convention Center; and WHEREAS,the City desires to engage Company as its exclusive provider of telecommunication and data services for clients and exhibitors at the Fort Worth Convention Center. NOW THEREFORE, in consideration for the covenants and agreement hereafter set forth,the parties hereto agree as follows: SECTION 1. DEFINITIONS 1.1 In addition to any other defined terms in the Contract,the following words,terms and phrases,when used in this Contract, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: 1.1.1 Clients and Exhibitors means any person or entity that may from time-to- time enter into any agreement for the use of the FWCC or any of the Services provided by Company at the FWCC for a particular purpose. 1.1.2 Contract Year means each successive twelve-month period during the term of this Contract commencing on March 20 and expiring on March 19 of the following year. 1.1.3 Director means the Director for the Public Events Department of the City of Fort Worth,Texas or that person's authorized representative or designee. 1.1.4 Events means any performance,production, show, exhibit, or activity scheduled at the FWCC. 1.1.5 FWCC means the City-owned facility known as the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102. OFFICIAL RECORD Agreement between Hospitality Network,LLC and City CITY SECRETARY 1 of 21 FT.WORTH,TX 1.1.6 Gross Revenue means the total amount of money received by Company or by any agent,employee,officer,partner,contractor,or subcontractor of Company from any and all sales, whether for cash or credit, made as a result of the rights and privileges granted under this Contract; provided, however, that any (a) applicable sales taxes imposed by local, state, or federal law that are separately stated to and paid by a purchaser of any goods or services sold by Company or anyone acting by or on behalf of Company from an authorized service or activity under this Contract and directly payable to a taxing authority, (b) regulatory fees or surcharges, (c) deposits (until used for Services), (d) billings for recovery of non-returned lost or damaged service equipment, (e) amounts billed to the FWCC or FWCC service contractors or permanent tenants, and (f) revenue paid directly to the FWCC, shall be excluded. Further,such Gross Revenue shall include all monies paid or to be paid by a purchaser of any goods or services provided by Company under this Contract, including,but not limited to,rental equipment and labor (net of any rent paid or payable by Company for such equipment). Service adjustments,credits and refunds,exclusive of any sales tax,shall either not be included in the calculation of Gross Revenue or may be deducted from the calculation of Gross Revenue if such amounts were previously included. SECTION 2. RIGHTS GRANTED 2.1.1 Services. Company will be the exclusive provider of voice,data,and Wi-Fi communications for all of the Clients and Exhibitors of the FWCC and shall,with good faith and due diligence,perform the services set forth in Exhibit A,which is attached hereto and incorporated herein by reference, ("Services") and the terms and conditions of this Contract. The service rights granted herein are not intended to restrict the personal use by Clients and Exhibitors of the FWCC of wireless devices they own or otherwise possess, or of licensed wireless services to which they subscribe. In exercising its rights hereunder Company will have the right to refuse service to any of the FWCC's Clients and Exhibitors on a case-by case basis and/or to offer service on case-specific terms. 2.1.2 Office Space. Company has a non-exclusive right to use and occupy a portion of the FWCC to serve solely as office space to a full-time manager of Company who is responsible for overseeing and managing the Services to be provided at the FWCC pursuant to this Contract("Office Space") and for no other purpose or use. SECTION 3. TERM 3.1 Primary Term. This Contract is binding on the date of execution by the parties and effective beginning on March 1, 2022, and remains in effect until February 28, 2027 ("Primary Term"), subject to early termination as provided herein. 3.2 Renewal Term. Following the Primary Term, the City and Company, by written mutual consent, may elect to extend this Contract for one additional two (2) year period ("Renewal Term"). Notification of intent to extend the Contract must be given in writing to the other party at least sixty (60) calendar days prior to the expiration of the Primary Term. Agreement between Hospitality Network,LLC and City 2 of 21 SECTION 4. CONSIDERATION 4.1 Monthly Commissions. 4.1.1 Company must pay the City an amount equal to Sixty Two Percent(62%) of its monthly Gross Revenue from the rights and privileges granted under this Contract. 4.1.2 Monthly Gross Revenue will be calculated based on a calendar month. Payments must be made with respect to each calendar month that this Contract is in effect no later than the twentieth(20')day of the following calendar month,including the last payment to be made at either termination or expiration of this Contract. 4.2 Investments. 4.2.1 Within the first Contract Year, Company must invest at least $25,000.00 in mutually agreed upon transition and equipment costs to improve the Services. 4.2.2 Within the first Contract year, Company must also invest at least $605,000.00 in mutually agreed upon equipment, infrastructure, and technology improvements to improve Services capabilities for Clients and Exhibitors of the FWCCto service the patrons of the FWCC. The Company must provide the Director with a list of the equipment, infrastructure, and techonology improvements within sixty (60) calendar days after the Effective Date of this Agreement.The Director and Company will work together to ensure that the list is mutually acceptable before anything on the list is installed. For the avoidance of doubt and to ensure compliance with Company's third-party supply chain confidentiality obligations, Company's investment shall be determined based on value-added-re seller ("VAR") pricing for equipment as well as reasonable and customary labor charges. 4.2.3 Any investments made to the FWCC are subject to the terms of this Contract,including,but not limited to, Section 7. 4.3 Miscellaneous. 4.3.1 Past due payments accrue interest at the rate of 1% per Month. For purposes hereof, a payment is past due if not paid within thirty (30) days after its due date. 4.3.2 All payments due to the City are due and payable without demand by check at the office of the Director, or at such other place in Tarrant County, Texas as the Director may hereafter notify Company (in writing and with reasonable advanced notice), and must be made in legal tender of the United States. 4.3.3 The parties understand and acknowledge that the obligations set forth in Subsections 4.1 and 4.2 are cumulative of one another and that any obligation to pay or perform under one subsection is in addition to any other obligation to pay or perform in any other subsection. SECTION 5. OFFICE SPACE Agreement between Hospitality Network,LLC and City 3 of 21 5.1 The exact location of the Office Space within the FWCC has been agreed upon by Company and the Director. Such location may be changed from time-to-time in the Director's sole and absolute discretion provided that Company shall be provided with reasonable prior notice sufficient to effect a relocation without unreasonably disrupting the delivery Services to Clients and Exhibitors; the replacement Office Space shall be reasonable as to size and location so as to allow Company to continue to effectively and efficiently provide the Services to Clients and Exhibitors; and Company's out-of-pocket expenses of relocation will be promptly reimbursed by the City subject to provision of reasonable documentation thereof by Company. 5.2 At all times during the term of this Contract, the Office Space must remain under the control of the City, and Company will not be responsible for any maintenance of the Office Space. Company will not have access to the City's computing environment and network. 5.3 City will not be responsible for providing any supplies or equipment to Company's employees or for the Office Space. 5.4 Company takes all portions of the Office Space and all appurtenances in"AS IS"condition without any express or implied warranty on the part of the City. Company accepts the Office Space in its present condition,finds it suitable for the purposes intended,and further acknowledges that it is thoroughly familiar with such condition by reason of a personal inspection and does not rely on any representations by the City as to the condition of the Office Space or their suitability for the purposes intended. Company's taking possession of the Office Space will be conclusive evidence that: (1)the Office Space is suitable for the purposes and uses for which the same is licensed; and (11) Company waives any and all defects in and to the Office Space and all appurtenances thereto. The City will not be liable to Company or its invitees, licensees, subcontractors, or guests for any damage to any person or property due to the acts or omissions of Company, or its subcontractors,invitees,licensees, and guests. 5.5 The City will be responsible for all expenses associated with water, sewer, electricity, gas and waste disposal utilities involving existing and future service lines. Company will be responsible for all other communications utility expenses, including local and long distance telephone charges, computer charges, and cable television charges. 5.6 Company will not do, or permit to be done,anything in or on any portion of the FWCC or bring or keep anything therein or thereon which will in any way conflict with the conditions of any insurance policy on the FWCC or any part thereof. Company will not cause in any way an increase in the rate of fire insurance on the buildings or property. Company agrees that no decorative or other materials must be nailed, tacked, screwed, or otherwise physically attached to any part of the property of the City without written approval from the Director,which approval will not be unreasonably withheld. 5.7 Company agrees that it will not make or suffer any waste in, on, or to the Office Space. Company will not make any alterations to the Office Space without first obtaining written approval from the Director. Company further agrees to maintain and pick up litter attributable to Company and perform minor housekeeping as necessary to keep the Office Space in a clean, orderly, and sanitary condition at all times. City must perform any major cleaning, e.g., strip,buff and wax floors,at standards and frequencies that may be established by City. Company will remove garbage and deposit in dumpster in accordance with procedures established by the Director. 5.8 The City reserves to itself,its officers,agents,assigns,and employees the right to enter the Office Space at any time for the purpose of ascertaining compliance with the terms and provisions of this Contract; making inspection of the Office Space; and maintaining and making repairs and improvements Agreement between Hospitality Network,LLC and City 4 of 21 to City-owned property. In addition, the City does not relinquish the right to control the management of the Office Space or the right to enforce all necessary and proper rules for the management and operation of the same. Members of the City's police, fire, parks, code compliance, and other designated departments have the right at any time to enter any portion of the Office Space (without causing or constituting a termination of the Contract) for the purpose of inspecting the facilities, maintaining City-owned property, and performing any and all activities necessary for the proper conduct and operation of public property, provided that no unreasonable interference with Company's use of the Office Space is caused by such access. The City will at all times have keys with which to unlock all doors and gates associated with the Office Space, and Company will not change or alter any lock without the City's permission and must provide new keys to the City within forty-eight(48)hours of making any approved change. SECTION 6. INSURANCE REQUIREMENTS 6.1 General Requirements. Company must furnish to City in a timely manner, but not later than the start of the term of this Contract, certificates of insurance as proof that it and its contractors and subcontractors, as applicable, have obtained the policies of insurance specified herein. If City has not received such certificates by such date, Company will be in default of the Contract and City may, at its option,terminate the Contract. Company must maintain the following coverages and limits thereof 6.1.1 Commercial General Liability(CGL) Insurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 6.1.2 Business Automobile Liability Insurance i. $1,000,000 each accident on a combined single-limit basis, or ii. $1,000,000 Aggregate iii. Insurance policy must be endorsed to cover"Any Auto", defined as autos owned,hired,and non-owned. iv. Pending availability of the above coverage and at the discretion of City, the policy must be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Company's business as contracted herein. 6.1.3 Workers' Compensation Insurance i. Part A: Statutory Limits ii. Part B: Employer's Liability B. $100,000 each accident C. $100,000 disease-each employee Agreement between Hospitality Network,LLC and City 5 of 21 D. $500,000 disease-policy limit 6.2 Additional Requirements. 6.2.1 Such insurance amounts must be revised upward at City's reasonable option and no more frequently than once every 12 months, and Company must revise such amounts within thirty(30) calendar days following notice to Company of such requirements. 6.2.2 Where applicable, the Company's commercial general and auto liability insurance policies required herein must be endorsed to include City as an additional insured as its interest may appear provided that such endorsement may be by blanket endorsement. Additional insured parties must include employees and officers of City. 6.2.3 The Workers' Compensation Insurance policy must be endorsed to include a waiver of subrogation,also referred to as a waiver of rights of recovery,in favor of City. Such insurance must cover employees performing work on any and all projects. Company or its contractors must maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Company must maintain the coverage on such contractor, if applicable,for each applicable contract. 6.2.4 Any failure on part of City to request certificate(s)of insurance will not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. 6.2.5 Insurers of Company's insurance policies must be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength and solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. 6.2.6 In the event there are any local, federal or other regulatory insurance or bonding requirements for Company's operations, and such requirements exceed those specified herein, the former will prevail. 6.2.7 Company's insurance coverages (other than Workers' Compensation) shall cover Company's contractors and subcontractors. Notwithstanding the foregoing, Company shall use commercially reasonable efforts to cause its contractors and subcontractors to maintain adequate and approprite insurance coverages, limits,and other requirements, consistent with the services provided by such contractors and subcontractors. SECTION 7. ALTERATIONS,ADDITIONS, OR IMPROVEMENTS 7.1 Company may provide for and manage alterations, additions or improvements to City property at the FWCC with the prior written approval of the Director, such approval not to be unreasonably withheld, delayed or conditioned. City and Company agree that Company will perform all alterations, additions, and improvements (i) in accordance with a set of plans and specifications pre-approved by the Director; (n)in accordance with all applicable laws,ordinances,rules,regulations,and specifications of all federal, state, county, city, and other governmental agencies now or hereafter in effect; (111) in a good and workman like manner; and (iv) in accordance with industry standards of care, skill, and diligence. Notwithstanding the foregoing, City approval shall not be required for direct replacements of equipment that do not alter the FWCC or otherwise require a permit. Agreement between Hospitality Network,LLC and City 6 of 21 7.2 Approval by the City of any plans and specifications relating to any alterations, additions, or improvements will not constitute or be deemed (1) to be a release by the City of the responsibility or liability of Company and its subcontractors, for the accuracy or the competency of the plans and specifications,including but not limited to,any related investigations, surveys,designs,working drawings and other specifications or documents,or(11)an assumption of any responsibility or liability by the City for any act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and other specifications or documents by Company or its subcontractors. City will own the plans and specifications. 7.3 Company may authorize a third party contractor to undertake all or any portion of any alteration,addition,or improvement(a"Third Party Contractor")provided that Company first enters into a contract with such Third Parry Contractor for the work to be undertaken by the Third Party Contractor and such contract contains all of the following: (1)a provision in a form acceptable to the City pursuant to which the contractor and any subcontractors involved with the work agree to release, indemnify, defend and hold harmless the City from any and all damages arising as a result of or in relation to the work and for any negligent or grossly negligent acts or omissions or intentional misconduct of the Third Party Contractor, any subcontractors, and Company, and their officers, agents, servants and employees; (11) a requirement that the Third Party Contractor provide Company with a bond or bonds,which Company must forward to the City, that guarantees the faithful performance and completion of all construction work covered by the contract and full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the contract in accordance with Section 2253.021 of the Texas Government Code; (111)a requirement that the Third Party Contractor provide insurance in accordance with minimum requirements that may be required by the City, as approved in writing by the City's Risk Manager; (iv) a requirement that the Third Party Contractor and any of its subcontractors comply with all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended; and (v)the provisions referred to in Section 10.2 hereto with respect to the audit of the Third Party Contractor's records. All of the requirements contained in this Section will hereinafter be referred to as the "Third Party Contract Provisions." 7.4 IF COMPANY ENTERS INTO ANY THIRD PARTY CONTRACT FOR CONSTRUCTION OF ANY PUBLIC IMPROVEMENTS THAT DO NOT CONTAIN ALL OF THE ABOVE THIRD PARTY CONTRACT PROVISIONS, AND TO THE EXTENT THAT ANY CLAIMS, DEMANDS,LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND,INCLUDING,BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO THE THIRD PARTY CONTRACT FOR WHICH THE CONTRACTOR THEREUNDER WOULD HAVE BEEN REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY IF THE THIRD PARTY CONTRACT PROVISIONS HAD BEEN INCLUDED IN THE THIRD PARTY CONTRACT ('THIRD PARTY CONTRACT DAMAGES"),THEN COMPANY,AT COMPANY'S OWN EXPENSE, MUST INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS IN ADDITION TO ANY OTHER INDEMNIFICATION PROVISION PROVIDED IN THIS CONTRACT. 7.5 All alterations,additions and improvements to City property made with the written consent of the Director will,upon completion and acceptance by the City become the property of the City. Company may be required to remove, at its expense, any alterations, additions or improvements not meeting specifications as approved by the City. Agreement between Hospitality Network,LLC and City 7 of 21 7.6 Unless otherwise specifically authorized by this Agreement, Company will do no act or make any contract that may create or be the foundation for any lien upon or interest any City property. Any such contract or lien attempted to be created or filed will be void. Should any purported lien on City property be created or filed,the Company,at its sole expense,must liquidate and discharge the same within thirty(30) calendar days after notice from the City to do so; and should the Company fail to discharge the same, such failure will constitute a breach of contract. SECTION 8. LIABILITY AND INDEMNIFICATION 8.1 EXCEPT TO THE EXTENT CAUSED BY THE CITY'S NEGLIGENCE OR WILLFUL MISCONDUCT, CITY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY RIGHTS OR PRIVILEGES GRANTED TO COMPANY PURSUANT TO THIS CONTRACT,OR CAUSED BY ANY DEFECT CAUSED BY COMPANY, OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES,PARTNERS,AND SERVANTS IN ANY BUILDING, STRUCTURE,IMPROVEMENT, EQUIPMENT,OR ANY FACILITIES THAT ARE THE SUBJECT OF THIS CONTRACT OR CAUSED BY OR ARISING FROM ANY ACT OR OMISSION OF COMPANY OR OF ANY OF ITS SUBCONTRACTORS,LICENSEES AND INVITEES, OR BY OR FROM ANY ACCIDENT,FIRE, OR OTHER CASUALTY. 8.2 COMPANY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS)AND PERSONAL INJURY,INCLUDING,BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (1) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR (11)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, AND EMPLOYEES, RELATED TO THIS CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT. 8.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY, ON NOTICE FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT COMPANY'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 8.4 Company will make commercially reasonable efforts to cause all of its contractors and subcontractors working at the FWCC to include in their contracts an indemnity in favor of City in substantially the same form as above. SECTION 9. RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS 9.1 Company must maintain complete and accurate records for all of the Services provided pursuant to this Contract, including, but not limited to, all financial records, receipts, invoices, and order forms, and any alterations, additions, or improvements made pursuant to the FWCC pursuant to the terms herein ("Audit Records"). On request of the City, Company must make all such Audit Records available for inspection and review to the City pursuant to Section 10.1, below. Notwithstanding anything to the Agreement between Hospitality Network,LLC and City 8 of 21 contrary contained herein, the parties acknowledge that the Audit Records are only those documents necessary to determine compliance with this Contract. 9.2 In addition to any audit rights granted herein, Company must furnish to the City a yearly statement detailing any and all Gross Revenue derived from Company's Services provided herein, with such statement to be furnished within ninety (90) calendar days after the end of each Contract Year. The statement must be certified by an officer of Company to be true and correct in all material respects to the best of that person's knowledge. 9.3 Company must provide the City with any reports or documentation required by the City as part of this Contract or that may be required pursuant to federal or state laws as such laws may be amended from time-to-time during the term of this Contract. SECTION 10. AUDIT 10.1 Company agrees that the City may, on an annual basis (but not more than once during any calendar year),with not less than thirty(30)days written notice,at City's cost,inspect,and audit the Audit Records of Company. City acknowledges and agrees that such Audit Records may not be maintained in the jurisdiction where the FWCC is located. Company agrees that the City will have access during normal working hours to all necessary Company facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Any third party auditor employed by City for audit purposes will be an independent nationally or regionally recognized firm of certified public accountants and will not be engaged on a commission or similar results-based compensation basis. If City's audit discloses any incorrect payment, City and Company will make an appropriate adjustment to the incorrect payment. If as a result of any audit it is determined that payments to the City have been underpaid by more than ten percent(10%), Company will reimburse City for the reasonable and actual cost of the audit. Unless disputed by Company, Company will pay City the amount of any underpayment of payments identified by the audit(and the cost of the audit,if applicable)within thirty(30) days after Company's receipt of a copy of the audit results. The foregoing audit right shall survive the expiration or termination of this Contract for a period of one (1)year. 10.2 [Intentionally omitted]. SECTION II. TERMINATION 11.1 Termination for Convenience. City may terminate this Contract for its own convenience by providing Company with at least ninety(90)days' written notice prior to the intended termination date. In the event of such termination, City will be obligated to comply with Section 11.9. Notwithstanding the foregoing or the provisions of Section 11.4,below, City shall not have a right to terminate this Contract for convenience unless City shall have, prior to any such purported termination for convenience, authorized funding sufficient to comply with City's obligations in Section 11.9. 11.2 Termination for Cause. Unless stated elsewhere in this Contract, either party will be in default under this Contract if it breaches any term or condition of this Contract and such breach remains uncured after ninety (90) calendar days following receipt of written notice from the non-defaulting party referencing this Contract (or, if the defaulting party has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than ninety(90)calendar days to cure, Agreement between Hospitality Network,LLC and City 9 of 21 then such additional amount of time as is reasonably necessary to effect cure,as determined by both parties mutually and in good faith). 11.3 Gratuities. City may terminate this Contract if it is found that gratuities in the form of entertainment, gifts or otherwise were offered or given by Company or any agent or representative to any City official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to the performance of this Contract. 11.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Contract,the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its monetary obligations under this Contract, the City may terminate the portion of the Contract regarding such obligations to be effective on the later of(1) ninety (90) calendar days following delivery by the City to Company of written notice of the City's intention to terminate or (11) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Contract. 11.5 Company's Duties Upon Expiration or Termination. 11.5.1 Prior to the effective date for expiration or termination of this Contract, Company must promptly remove all of its personal property; provided, however, Company will not be obligated to remove any fixtures. Company must also repair any Company-caused damage to the FWCC, including, but not limited to, any damage that Company causes during removal of Company's property,to the reasonable satisfaction of the Director,normal wear and tear excepted. 11.5.2 Phase Out and Transition. a. Company recognizes that the Services provided pursuant to this Contract are vital to the City's efforts to provide convenient telecommunication and data services to the Clients and Exhibitors of the FWCC;that continuity thereof must be maintained at a consistently high level without interruption; that upon expiration or earlier termination of this Contract a successor may continue these Services; that any successor contractor will need phase-in training;and that Company must reasonably cooperate in order to effect an orderly and efficient transition. Company must reasonably cooperate with a smooth and seamless transition and have a cooperative approach. There will be no negative correspondence in Company's communications to any Clients and Exhibitors of the FWCC. b. If the City procures a successor contractor prior to the effective date of expiration or termination of this Contract,then Company must provide phase-out orientation to its successor contractor prior to Contract termination or expiration at no charge to the City. Phase-out orientation shall comprise a maximum of 30 working days, 8 hours per day, unless otherwise agreed by the parties in writing. Orientation may include system operations procedures, record keeping, reports, and procurement procedures. Company will be completely responsible for providing the Services called for by the Contract during its phase-out period. Notwithstanding anything contained herein, Company will not be required to communicate or provide any proprietary information or trade secrets,including but not limited to,hardware configurations, Company developed systems or software, or marketing programs. 11.5.3 If Company fails to comply with its obligations in this Section 11.5, City may,at its sole discretion, (1)remove Company's personal property and otherwise repair the FWCC and invoice Company for City's costs and expenses incurred, normal wear and tear excepted, such invoice to be due and payable to City within thirty (30) calendar days of its delivery to Company; or (11) following no less than thirty (30) calendar days prior written notice to Company, take and hold any Company personal property as City's sole property; or (111) pursue any remedy at law or in equity Agreement between Hospitality Network,LLC and City 10 of 21 available to City. If Company fails to surrender the FWCC (including, but not limited to, the Office Space)to City following termination or expiration, all liabilities and obligations of Company hereunder will continue in effect until such is surrendered. 11.6 Duties and Obligations to Survive Termination or Expiration. No termination or expiration will release Company from any liability or obligation resulting from any event happening prior to the completion of all post-termination duties. 11.7 Other Remedies. Any termination of this Contract as provided in this Contract will not relieve either party from paying any sum or sums due and payable to the other party under this Contract that remains unpaid and due at the time of termination,or any claim for damages then or previously accruing against the other party under this Contract. Any such termination will not prevent a party from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from the other party for any default under the Contract. All of each party's rights, options, and remedies under this Contract will be construed to be cumulative, and not one of them is exclusive of the other. Each party may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this Contract. No such termination will relieve either party from any obligation it may have to the other party hereunder and such party may pursue any and all rights and remedies or relief provided by law,whether or not stated in this Contract. 11.8 LIMITATION OF LIABILITY. IN THE EVENT THAT EITHER PARTY IS ADJUDCATED AS LIABLE TO THE OTHER PARTYFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, PUNITIVE OR ENHANCED DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICES OR EITHER PARTY'S PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT THEN THE FOLLOWING WILL APPLY: (1) COMPANY'S LIABILITY FOR DAMAGES WILL BE CAPPED AT THE POLICY LIMITS FOR THE COMMERCIAL GENERAL LIABILITY POLICY SET FORTH IN SECTION 6; AND(2) CITY'S LIABILITY FOR DAMAGES WILL BE CAPPED AS SET FORTH BY APPLICABLE LAW BUT, IN NO EVENT,WILL EXCEED COMPANY'S CAP. 11.9 Capital Improvements. 11.9.1 Any approved, City-owned capital investments made at the FWCC by Company pursuant to Section 4.2 will be fully amortized in equal monthly amounts over the life of the Primary Term of this Contract, with the schedule for amortization beginning on the date the City accepts any such capital investment and ending on the final day of the Primary Term. Any approved, City-owned capital investments made at the FWCC by Company subsequent to those capital investments required of Company pursuant to Section 4.2 will be fully amortized in equal monthly amounts over a five (5) year period, with the schedule for amortization beginning on the date the City accepts any such capital investment. If theCity terminates this Contract for convenience or Company terminates this Contract as a result of a material breach by the City, the City will reimburse Company an amount equal to the unamortized amount of such capital investments (whether pursuant to Section 4.2 or otherwise) on the effective date of termination. For the avoidance of doubt,the City will have no obligation to reimburse Company for the unamortized amount of any capital investments made at the FWCC by Company pursuant to Section 4.2 if the City terminates this Contract for convenience during the Renewal Term but City will be obligated to reimburse Company for the unamortized amount of any subsequent capital investments made at the FWCC by Company following any such termination. The City's obligation under this Section 11.9.1 will survive the termination or expiration of this Contract. Agreement between Hospitality Network,LLC and City 11 of 21 11.9.2 Nothing contained in this Section 11.8 will ever be construed so as to require the City to create a sinking fund or to access, levy, and collect any tax to fund its obligations hereunder. The City has no obligation to reimburse Company under this Section 11.9 if this Contract is terminated by the City for cause. 11.9.3 Payments by the City to Company pursuant to this Section 11.8 must be made within sixty(60)business days after the applicable date of termination. 11.10 Collateral to Cure Defaults. Within fifteen(15) calendar days after the execution of this Contract, Company will post a performance bond in the amount of $25,000.00, in a form reasonably satisfactory to the City,to secure Company's performance hereunder. The performance bond will list the City as a dual obligee, and the City will be entitled to claim against the bond for any amount owed to the City pursuant to this Contract. SECTION 12. NONDISCRIMINATION 12.1 Company will not engage in any unlawful discrimination based on race, creed, color, national origin,sex,age,religion,disability,marital status,citizenship status,sexual orientation or any other prohibited criteria in any employment decisions relating to this Contract, and Company represents and warrants that to the extent required by applicable laws,it is an equal opportunity employer and will comply with all applicable laws and regulations in any employment decisions. 12.2 In the event of Company noncompliance with the nondiscrimination clauses of this Contract,which is not cured within ninety(90)calendar days of notice of such noncompliance,this Contract may be canceled,terminated,or suspended in whole or in part,and Company may be debarred from further agreements with City. SECTION 13. VENUE AND CHOICE OF LAW 13.1 Company and City agree that this Contract 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, arises on the basis of any provision of this Contract,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. SECTION 14. THIRD-PARTY RIGHTS AND ASSIGNMENTS 14.1 The provisions and conditions of this Contract are solely for the benefit of the City and Company, and any lawful assign or successor of Company, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 14.2 Company agrees that it will not subcontract or assign all or any part of its rights,privileges or duties hereunder without the prior written consent of the City, which consent will not be unreasonably withheld, delayed or conditioned and any attempted subcontract or assignment of same without such prior consent of the City will be void. Notwithstanding the foregoing,Company may assign this Contact without the consent of the City City Council to an Affilate of Company only if(i) prior to or contemporaneously with the effectiveness of such assignment, Company provides City with written notice of such assignment, which notice must include the name of the Affiliate and a contact name, address,and telephone number for Agreement between Hospitality Network,LLC and City 12 of 21 the Affiliate, and(11)the Affilliate agrees in writing to assume all terms and conditions of Company under this Contract. For purposes of this Contract, an Affiliate meansany entity that is controlled by, controlling or under common control with Company. Control means more than fifty (50%) ownership as determined by either value or vote. SECTION 15. BINDING COVENANTS 15.1 Subject to the limitations contained herein,the covenants,conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors,representatives and permitted assigns, if any. SECTION 16. NOTICES 16.1 All notices,communications, and reports required or permitted under this Contract will be personally delivered or sent via reputable overnight delivery service to the respective parties by depositing same in the United States mail, certified, at the addresses shown below, unless and until either party is otherwise notified in writing by the other parry,at the following addresses. Mailed notices will be deemed received as of the date of receipt. CITY: Company: City of Fort Worth Hospitality Network, LLC Public Events Department 1700 Vegas Drive Fort Worth Convention Center Las Vegas,NV 89106 Attn: Director Attn: Vice President,Hospitality 1201 Houston Street Fort Worth, Texas 76102 with copy to: City of Fort Worth Cox Communications,Inc. City Attorney's Office 6205-B Peachtree Dunwood Road Attn: City Attorney Atlanta, Georgia 30319 200 Texas Street Attention: Ass't General Counsel, Cox Fort Worth, Texas 76102 Business SECTION 17. INDEPENDENT CONTRACTOR 17.1 It is expressly understood and agreed that Company and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Contract, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Contract, Company 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 employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants and employees, and Company and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Each party further agrees that nothing herein will be construed as the Agreement between Hospitality Network,LLC and City 13 of 21 creation of a partnership or joint enterprise between City and Company. It is further understood that neither party will in any way be considered a Co-employer or a Joint employer of the other party or any such party's respective employees, representative, agents, officers, contractors, and subcontractors.. Neither Company, nor any officers, agents, servants, employees or subcontractors of Company will be entitled to any employment benefits from the City. Company will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors,and volunteers. Neither City, nor any officers, agents, servants, employees or subcontractors of City will be entitled to any employment benefits from Company. City will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, and officers. 17.2 The City, through its authorized representatives and employees, will have the sole and exclusive right to exercise jurisdiction and control over City employees. Company represents that all of its employees and subcontractors who perform Services under this Contract will be qualified and competent to perform the Services set forth herein. The Director reserves the right to refuse to permit any employee of Company from providing the Services set forth herein for any lawful reason,provided that if the conduct of the employee is correctable, such employee will have first been notified of his or her objectionable conduct and will have had the opportunity to correct it. SECTION 18. AMENDMENTS, CAPTIONS,AND INTERPRETATION 18.1 Except as otherwise provided in this Contract, the terms and provisions of this Contract may not be modified or amended except upon the written consent of both the City and Company. 18.2 Captions and headings used in this Contract are for reference purposes only and will not be deemed a part of this Contract. 18.3 In the event of any dispute over the meaning or application of any provision of this Contract, this Contract will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Contract. SECTION 19. GOVERNMENTAL POWERS AND IMMUNITIES 19.1 It is understood that by execution of this Contract,the City does not waive or surrender any of its governmental powers or immunities. SECTION 20. AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 20.1 By executing this Contract, Company's representative affirms that he or she is authorized by Company to execute this Contract and that all representations made herein with regard to Company's identity, address,and legal status are true and correct. 20.2 This Contract may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email or other means (e.g., AdobeSign) will be as legally binding for all purposes as an original signature. Agreement between Hospitality Network,LLC and City 14 of 21 SECTION 21. SEVERABILITY AND NO WAIVER 21.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction,the invalidity of such covenant,condition or provision will in no way affect any other covenant, condition or provision does not materially prejudice either Company or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Contract. 21.2 The failure of either parry to insist upon the performance of any term or provision of this Contract or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 22. FORCE MAJEURE 22.1 Timely performance by both parties is essential to this Contract. City and Company will exercise their best efforts to meet their respective duties and obligations as set forth in this Contract, 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 government;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 Maj cure Event. City acknowledges and agrees that initial notice may be limited to the occurrence of the Force Majeure Event with subsequent follow-up with additional appropriate information as events develop and additional information is received. The notice required by this section may be addressed and delivered in accordance with this Contract or by electronic mail. SECTION 23. COMPLIANCE WITH LAWS 23.1 This Contract is subject to all applicable federal,state and local laws,ordinances,rules and regulations, including,but not limited to, all provisions of the City's Charter and ordinances, as amended. 23.2 If City notifies Company or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, Company will immediately desist from and correct the violation. SECTION 24. NO BOYCOTT OF ISRAEL 24.1 If Company has fewer than 10 employees or this Contract is for less than $100,000, this section does not apply. Company 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 Agreement between Hospitality Network,LLC and City 15 of 21 (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 Contract, Company certifies that Compay's signature provides written verification to the City that Company: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the Contract. SECTION 25. PROHIBITION ON BOYCOTTING ENERGY COMPANIES 25.1 Company acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the Contract. The terms "boycott energy company" and "company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2. To the extent that Chapter 2274 of the Government Code is applicable to this Contract, by signing this Contract, Company certifies that Company's signature provides written verification to the City that Company: (1)does not boycott energy companies;and(2)will not boycott energy companies during the term of this Contract. SECTION 26. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES 26.1 Company acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the Contract contains a written verification from the Company that it: (1) does not have a practice,policy,guidance, or directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate during the term of the Contract against a firearm entity or firearm trade association. The terms "discriminate," ..firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Contract,by signing this Contract, Company certifies that Company's signature provides written verification to the City that Company: (1) does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Company. SECTION 27. ELECTRONIC SIGNATURES 27.1 This Contract 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. SECTION 28. SOLE AGREEMENT Agreement between Hospitality Network,LLC and City 16 of 21 28.1 This Contract, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement or other documents are hereby declared superseded,null and void. IN WITNESS WHEREOF, the City and Company have caused this Contract to be executed on the dates set forth below and effective as set forth herein. City of Fort Worth: Hospitality Network,LLC, a Delaware limited liability company inald Zeno L ) By:Reginald Zeno(Mar 17,2022 11:46 CDT) By: , Reginald Zeno Interim Assistant City Manager Name:, R.Perley McBride Title Executive Vice President and Chief Financial Officer FOR CITY OF FORT WORTH INTERNAL PROCESSES: CONTRACT COMPLIANCE MANAGER: APPROVAL RECOMMENDED: 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. By: Michael E Crum(Mar 17,202210:45 CDT) Name: Michael Crum Title: Director, Public Events By: ATTEST: Name: Cynthia Se -alio Title: Assistant Director, Public Events APPROVED AS TO FORM AND LEGALITY: By: Jaoette S.Goodall(Mar 17,2022 15 CDT) Name: Jannette Goodall Title: City Secretary roFORlokad� By. 4 ,1, -0 00 Name: Tyler F.Wallach P E'o o•l0, Title: Assistant City Attorney d E °000 *0 CONTRACT AUTHORIZATION: d���� XA4opp M&C: 22-0060 Form 1295: 2021-835193 OFFICIAL RECORD Agreement between Hospitality Network,LLC and City CITY SECRETARY FT.WORTH,TX EXHIBIT A I. Description of Services A. Company must,at its sole cost and expense,provide voice,data,and Wi-Fi communication services for all Clients and Exhibitors of the FWCC consistent with the standards and practices common to this industry.The Services to be provided and corresponding rates to be charged will be mutually and reasonably agreed to and revised from time to time by agreement of the City and Company. 1. Company must provide rental, activation and accounting of telephones as requested by Clients and Exhibitors. 2. Company must provide full call accounting of international calling. II. Delivery of Services A. Pre-Event Discovery 1. Company must conduct a pre-Event discovery prior to a scheduled Event. The pre-Event discovery may include site visits,kick-off meetings,Event plans,project visualization,and pre-site walkthroughs, and pre-Event meetings to review each Client's and Exhibitor's needs concerning the Services. B. Pre-Event Marketing 1. Company's onsite Sales Account Executive must initiate contact with Event management within a reasonable time prior to an Event's scheduled move-in date. 2. Upon receipt of Client and Exhibitor lists from the Client and Exhibitor, Company's internal sales team shall initiate marketing and sales efforts to exhibitors and educate exhibitors on all product and Service offerings, including,but not limited to, all data,Wi- Fi, and voice support services. 3. Company must provide Event organizers marketing kits upon initial site visitation or upon request to inform and educate the customer about services provided by Company. C. Ordering and Production 1. Prior to the start of any individual Event, Company must perform the following: i. Produce upon request completion and status reports for the Services, which shall include,without limitation,number of orders received,proceed,paid,and the like. 11. Review floor plans with the general service contractor to coordinate cable layout with freight movement and carpet installation. The general services contractor is typically the decorator or company that provides the scaled diagram of the floor configuration of FWCC exhibit space for an Event. In. [Intentionally omitted]. iv. Check all materials and inventory levels and order any special cabling or equipment. Agreement between Hospitality Network,LLC and City 18 of 21 V. Circuits and installed services will be tagged with contact information for support if needed. D. Event(Pre, During, and Post) 1. Company must ensure that all equipment necessary to fulfill the Services set forth herein for each Exhibitor and client is properly and timely installed, programmed, and tested, including, but not limited to, drop lines in appropriate floor or column locations PBX programming, cabling for small LANs and the like. 2. Company will be responsible for any and all set-up and tear down associated with the Services to be provided for each Event, including, but not limited to, the removal of all drop lines and cabling in floor or column locations, 3. For events with a larger order base, Company will maintain a service desk on an as-needed and requested basis during the Event's operating hours. Each service desk must be equipped with remote access and staffed as-needed for on-demand information. For all other events, a direct access phone line will be placed at the service desk for instant assistance. 4. Company must conduct quality checks of FWCC floor plans, Event information, and proper installation of all necessary equipment and infrastructure related to the Services to be provided hereunder. 5. [Intentionally omitted]. 6. Once an Event begins, Company's representatives must actively visit the Client and Exhibitors to ensure that all Services are satisfactory. 7. Company will electronically monitor all internet access during an Event. 8. Company will be responsible for coordinating with any carrier and internet service provider for problem resolution of any internet access and any related network problems. 9. Company must assist Clients and Exhibitors with interface or configuration problems such as IP addresses, DNS names and cable configurations for internet access up to the demarcation point. E. Billing, Invoicing, and Collection 1. Company is responsible for all billing,invoicing,and collection activities for any Services to Clients and Exhibitors of the FWCC pursuant to the terms of this Contract. Billing shall be 75% deposit with net-30 for balance owed; net-30 for all wire transfers and check payments; full payment for all credit card transactions. 2. Company must ensure that all payments for the Services provided pursuant to this Contract are received by Company from the Clients and Exhibitors prior to providing any such Services. F. Follow-up Agreement between Hospitality Network,LLC and City 19 of 21 1. At the close of each Event, Company must conduct surveys to rate the customers overall satisfaction with the Services provided, including, but not limited to, technology and capabilities. G. Ongoing Obligations of Company 1. Company is responsible for developing an order form for all of the Services to be provided hereunder and issuing receipts to all Clients and Exhibitors for Services rendered. The order form and any revisions thereto are subject to the prior approval of the Director. 2. Company must provide and maintain all routers and Ethernet switches and voice wiring infrastructure sufficient to carry out the Services to be provided hereunder. 3. Company shall use commercially reasonable efforts to coordinate special access arrangements from providers. 4. Company must clean up and maintain all meeting wall data and voice jacks and exhibit hall wiring in the FWCC 5. Company will work closely with the Director in the performance of any Services and related tasks reasonably required by the Director in order to fulfill the intent of this Contract. 6. Company must dedicate a full-time sales representative and technician on-site at the FWCC as well as adequate staff to ensure that the Services set forth herein are carried in to the highest industry standards. Agreement between Hospitality Network,LLC and City 20 of 21 Agreement between Hospitality Network,LLC and City 21 of 21 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/25/22 M&C FILE NUMBER: M&C 22-0060 LOG NAME: 13P 21-0187 TECH SERVICES FOR FWCC PE JC SUBJECT (CD 9)Authorize a Contract with Hospitality Network L.L.C.,to Provide Exclusive Communications Services for Facility Users and Exhibitors at the Fort Worth Convention Center for an Initial Term of Five Years,with an Optional Two-Year Renewal Term RECOMMENDATION: It is recommended that the City Council authorize a contract with Hospitality Network L.L.C,to provide exclusive communications services for facility users and exhibitors at the Fort Worth Convention Center for an initial term of five years,with an optional two-year renewal term. DISCUSSION: The Public Events Department requested the Purchasing Division issue a Request for Proposal to procure Communication and Technology Services(voice, data, and internet)at the Fort Worth Convention Center(FWCC)for facility clients and exhibitors. The current agreement with Smart City Networks, LP to provide telecommunications and data services at the FWCC expired on November 30, 2021 and was amended for an extension that will expire on February 28, 2022.While the FWCC provides free Wi-Fi in public spaces, large events require enhanced services that can be purchased by event holders to ensure adequate speed and consistency. The facility users and exhibitors will have access to voice, data, and internet services at a competitive price through a single, on-site service provider. The communications users will have the option of ordering their services in person, by phone, or over the internet and may track the order through a computerized tracking system or through a central customer service office. Itemized billing and customer service surveys are provided for all services. The Request for Proposal was issued on August 31, 2021, and was published in the Fort Worth Star-Telegram every Wednesday from September 1, 2021 through September 30, 2021. Twenty-four vendors were solicited from the purchasing vendor database system; Three responses were received. Each bid response received points based on a pre-established, best-value matrix of weighted factors and was scored according to the financial proposal, project understanding and previous project experience, project manager and project team capability, proposed schedule and current capacity, and proposed value additions to the project. Hospitality Network L.L.C. (HN) is being recommended as the exclusive provider of these services at the FWCC for exhibitors and facility users based on its proposed business plan and approach, overall commission structure,value to the customer and superior experience in providing technology services to convention centers. Voice and data services for the Public Events Department administrative offices will continue to be provided by the City of Fort Worth's(City) Information Technology Solutions(ITS)Department. Hospitality Network L.L.C. has committed to a 62%commission to the City on all services purchased by facility users and exhibitors at the Fort Worth Convention Center. In addition to the commission, an initial investment of$605,000.00 was committed by HN in year 1 to upgrade the WiFi hardware and supporting infrastructure, and install and manage a new Avaya IP Office PBX. Finally, HN will spend$25,000.00 for any initial transition and equipment costs. HN will also provide two dedicated staff members at the Fort Worth Convention Center; a sales representative and a technician to ensure every event runs smoothly. AGREEMENT TERMS : The term of this Agreement will be for an initial five year period and may be renewed for one additional two-year period. RENEWAL TERMS: The renewal action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the contract, funds will be deposited into the Culture&Tourism Fund. The Public Events Department(and Financial Management Services)is responsible for the collection and deposit of funds due to the City. Submitted for City Manager's Office by: Reginald Zeno 8517 Originating Business Unit Head: Tony Rousseau 8338 Michael Crum 2501 Additional Information Contact: Cynthia Garcia 8525 Jeff Cope 8313