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HomeMy WebLinkAboutContract 56113-A1R1 CSC No. 56113-A1 R1 FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NO. 56113 BETWEEN CITY OF FORT WORTH AND 2012 USP HOLDINGS,INC. This First Amendment and First Renewal to Fort Worth City Secretary Contract ("CSC") No. 56113 ("Amendment") is made between the City of Fort Worth ("City"), a municipal corporation, and 2012 USP Holdings, Inc., a for-profit organization ("Vendor"). City and Vendor shall be referred to individually as a party and collectively as the parties. RECITALS WHEREAS, City and University Sports Publications Co, Inc. ("Previous Vendor") entered into CSC No. 56113 beginning on or about July 30, 2021 (the "Agreement") for Previous Vendor to provide advertisement services to the City; and WHEREAS, On October 5, 2021, the City consented to an assignment of the Agreement from Previous Vendor to Vendor, a related entity, to provide the services specified under the Agreement("Assignment"); WHEREAS, the Agreement had an initial term of one year which is set to expire on September 30, 2022 and also had up to four, one-year renewal options that could be executed at the City's sole discretion; WHEREAS, both parties would now like to renew the Agreement for the first, one-year, renewal term permitted under the Agreement through this Amendment; WHEREAS, in addition to the renewal, the parties have identified language within the Scope of Services and Compensation section of the Agreement that could be perceived to misrepresent the initial understanding and intent of the parties when the Agreement was executed, that initial intent being that each advertisement created and published for the City by Vendor during the entirety of a sports team's season would cost a set amount of$8,500.00; WHEREAS, the parties, therefore, would like to amend the Scope of Services and Compensation section to ensure the services to be provided for the listed fees under the Agreement are more clear and concise and accurately reflect the original intent of the parties when entering into the Agreement; WHEREAS, additionally,the City would like to increase the compensation amount under the Agreement to allow the City to utilize the Vendor for additional advertising services as presented with the Scope of Services of the Agreement if the City deems it appropriate; and WHEREAS, therefore, through this Amendment, it is the parties intent to (i) renew the Agreement for the first, one-year, renewal term; (ii) amend the Compensation section under the Agreement to accurately reflect the costs of services, increase the spending authority under the OFFICIAL RECORD CITY SECRETARY First Amendment to Fort Worth City Secretary Contract No. 56113 FT. WORTH, TX page 1 of 4 Agreement, and provide for a not to exceed amount of$34,000.00.; and (iii) amend the Scope of Services to ensure it accurately reflects the original intent under the Agreement. NOW THEREFORE, known by all these present, City and Vendor, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. The City and Vendor hereby agree to renew and extend the Agreement for the first renewal term as permitted under the Agreement, beginning on October 1, 2022 and ending on September 30, 2023. 2. The Agreement is hereby amended by deleting Section 3, "Compensation." of the Agreement in its entirety and replacing it with the following: 3. Compensation. City shall pay Vendor a set amount of Eight Thousand and Five Hundred and 00/100 Dollars($8,500.00)per Advertisement in accordance with Exhibit "A," — Scope of Services of this Agreement. Total payment made under this Agreement for the initial term or any renewal term thereafter, by City, shall be in the amount not to exceed Thirty Four Thousand and 00/100 Dollars($34,000.00)per term. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Invoices shall be submitted to City by Vendor after a request by the City for services has occurred as specified within Exhibit A of this Agreement. All invoices shall be due thirty(30)days from receipt of invoice by Vendor. 3. The Agreement is hereby amended by deleting"Exhibit A—Scope of Services"within the Agreement in its entirety and replacing it with the Exhibit"A" of this Amendment. 4. Except as expressly modified in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] First Amendment to Fort Worth City Secretary Contract No. 56113 Page 2 of 4 Executed effective as of the date signed by the Assistant City Manager below. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration z7a,v'e'- of this contract,including ensuring all performance By: Dana Burghd off(Ju118,20 8:51CDT) and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager By: Approval Recommended: Name: Erin Roden Title: Administrative Assistant Approved as to Form and Legality: By: 4,ad44�n�� Name: Roger Venables o!oFURr�aa Title: Aviation Director AY A, °O*0 0 ��� 0-4 �X By. Attest: 0 ,�o o*ad Name: Thomas Royce Hansen ��� �0O000000 o a� Title: Assistant City Attorney a�nex 4s.�a ��S CiUtX� Contract Authorization: By: Jannette S.Goodall(Ju 19,2022 21:35 CDT) M&C: N/A Name: Jannette Goodall 1295: Title: City Secretary VENDOR: 2012 USP Holdings, Inc. By: Name. ristopher Gano Title: Contract Administrator Date: July 15 12022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 56113 Page 3 of 4 EXHIBIT A SCOPE OF SERVICES 2012 USP Holdings, Inc. (Vendor) will provide advertising services to the City of Fort Worth (City) as follows: - As requested by City, Vendor will develop,prepare,present to City for review and approval, and publish,a full-page advertisement to promote Fort Worth Meacham International Airport in a City selected,North Texas,or other sports team's Yearbook for the entirety of the selected sports team's season("Advertisement"). - Vendor will present the Advertisement to City for approval within thirty(30)days from the date of the request by the City for the Advertisement. - In the event the City requests edits to the proposed Advertisement,Vendor will present a new draft of the Advertisement to the City within ten (10) days from the date in which the City requests changes. - Upon City approval, Vendor will publish the Advertisement within one of the North Texas professional sports team yearbooks as selected by City which are published by the Vendor and sold at the respective sport team venues(Yearbook(s)). - Throughout the term of the Agreement,Vendor will change the Advertisement,if requested to do so by City, in order to update information or to change the Advertisement's design and format as the City desires. - Vendor will ensure that the Advertisement will consist of a full,four color page and will be included in the Yearbook for the entirety of the City selected sport team's full season. - Vendor will ensure that the Advertisement is a"Full Page"in each of the Yearbooks which will be considered a 8.735 x 10.875 page. - Vendor will include the Advertisement in the published Yearbook for the sports team selected by City for the entirety of the selected team's season,which could include one of the following teams, as well as others that may not be specifically identified here: o Texas Rangers o Dallas Cowboys o Dallas Mavericks o Dallas Stars o Texas Christian University Horn Frogs Football,Basketball,Baseball For each Advertisement requested by City, City will pay a set fee of$8,500.00 to Vendor. Such fee will include all services reflected above for each separate Advertisement requested by City.All fees will be due 30 days from receipt of invoice by Vendor. First Amendment to Fort Worth City Secretary Contract No. 56113 Page 4 of 4 EXHIBIT A VERIFICATION OF SIGNATURE AUTHORITY 2012 USP Holdings,Inc. 303 Merrick Road Suite 200 Lynbrook,NY 11563 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Operator and to execute any agreement, amendment or change order on behalf of Operator. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Operator. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Operator. Operator will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Operator. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: ristopher Gano Signature of CoiitAref Administrator Other Title: Date: 07/15/2022