HomeMy WebLinkAboutContract 51102 CITY SECRETARY
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND HUNDEN STRATEGIC PARTNERS,LLC
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,Fort Worth Convention and Visitors Bureau,a Texas nonprofit corporation,
and Hunden Strategic Partners, Inc.("Vendor"), 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 an update to the original Fort Worth
Convention Center Market and Feasibility Analysis Study conducted by Vendor as part of City Secretary
Contract Number 45034("Study").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. It is understood and agreed by all parties that the Services being provided herein are for
the benefit of the City, and that the CVB's participation is financial in nature.
2. TERM.
This Agreement shall begin on August 1, 2018 ("Effective Date") and shall expire on January 31,
2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Term").
3. COMPENSATION.
3.1 Total compensation will not exceed Eighty-Nine Thousand Dollars and No Cents
($89,000.00)("Fee")for all Services performed under this Agreement to include the total of Vendor's fixed
fee and all reimbursable expenses. The City and CVB are individual payers to the Vendor under this
Agreement and each will pay one-half(1/2)of the Fee and Reimbursable Expenses as set forth below:
3.1.1 Fee. As full and complete compensation for all Services described herein,Vendor
will be paid a fixed fee of Eighty-Six Thousand Dollars and No Cents ($86,000.00)
("Fee") in the following installments set forth below:
a. Sixteen Thousand Dollars and No Cents ($16,000.00) within 30
calendar days after the completion of Task 1 set forth in Exhibit A.
b. Thirty Thousand Dollars and No Cents($30,000.00)within 30 calendar
days after the Vendor submits it preliminary findings to the City and CVB
lk per Exhibit A, Section 16(a)and any corresponding invoices.
R�C��vEd c. Thirty Thousand Dollars and No Cents($30,000.00)within 30 calendar
9 2018 days after acceptance, receipt, and approval by City of the draft Study per
AUG- � Exhibit A, Section 16(b)and any corresponding invoices.
covS05%10 d. Ten Thousand Dollars and No Cents ($10,000.00) within 30 calendar
zvmv days after acceptance, receipt, and approval by the City of the final Study
per Exhibit A, Section 16(c) and any corresponding invoices.
tFFICIAL RECORDProfessional Services Agreement TY iR rrAAR� Page 1 of 20
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3.1.2 Reimbursable Expenses. In addition to any Fee due under Section 3.1.1, 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 and CVB with a signed Fee invoice summarizing(i)the portion of the Services
that have been completed and (ii) 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 either the City or CVB requires additional reasonable information,they 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(1) City of Fort Worth,
attention Kirk Slaughter, 1201 Houston Street, Fort Worth Texas, 76102 and (2) Fort Worth Convention
and Visitors Bureau, attention Robert Jameson, 111 W. 4`" Street, Suite 200, Fort Worth, Texas 76102.
3.3 Because the City and CVB are individual payers under this Agreement, Vendor will only
have a remedy or cause of action against the party that fails to pay pursuant to the terms of this Agreement.
3.4 Vendor shall not perform any additional services or bill for expenses incurred for the City
that are not specified by this Agreement unless City and CVB requests and approves in writing the
additional costs for such services. City and CVB shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City and CVB 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 perforin 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 and CVB, 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 CVB and 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 and CVB 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
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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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City and CVB 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 frill disclosure to City and CVB 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 and CVB 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 or CVB. Vendor agrees that City and CVB 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
and CVB, 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 and CVB 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 and CVB 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 and CVB 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 or CVB. 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
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subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, CVB, 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, CVB,
and Vendor. It is further understood that the City and CVB will in no way be considered a Co-employer or
a Joint employer of Vendor or any officers, agents, servants, 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 or CVB. 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 ANY AND
ALL PROPERTYLOSS,PROPERTYDAMA GE AND PERSONAL INJURY,INCLUDING,BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENTACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS,AGENTS,SERVANTS,SUBCONTRACTORS, OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDA GREES
TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY AND CVB-AND THEIR OFFICERS,
AGENTS,REPRESENTATIVES,SER VANTSAND EMPLOYEES,FROMAND AGAINSTANYAND
ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
FOR EITHER PROPER TYDAMA GE OR LOSS(INCLUDING,BUT NOT LIMITED TO,ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS 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;
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(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 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, CVB, 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement
under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this
Agreement as such duties and obligations may apply. Vendor shall provide City and CVB with a fully
executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City and CVB 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
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$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each 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 and CVB to evidence
coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
and CVB as additional insureds thereon, as its interests may appear. The terms
CVB and City shall include their 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 CVB and City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City and CVB. 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 CVB 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 and CVB 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,
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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.
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
CVS AND HOLD CITY AND CVB 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: Kirk Slaughter Attn: President
1201 Houston Street 213 W. Institute Place, Ste. 707
Fort Worth, TX 76102 Chicago,Illinois 60610
With copy to: To CVB:
City of Fort Worth Fort Worth Convention and Visitors Bureau
Attn: Fort Worth City Attorney's Office Attn:; Robert Jameson
200 Texas Street 111 W. 4"'Street, Ste. 200
Fort Worth, Texas 76109 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,CVB,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, CVB'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.
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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.
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, CVB, and Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
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,CVB,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.
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.
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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 to the
warranty, or(b)refund the fees paid by City and CVB 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 or CVB, Vendor shall provide City and CVB 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 CVB AND HOLD CITY AND CVB 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 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 and CVB, in writing, of a company name, ownership, or address change
for the purpose of maintaining updated City and CVB records. The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
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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
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808,001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
3 i day of —J- U L-j ,2018.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By:
N m : Susan Alanis reporting requirements.
Title: Assistant City Manager
Date: By:
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APPROVED AS TO FORM AND LEGALITY:
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By:
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Title: sis ity Attorney
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RACT AUTHORIZATION:
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Ti Ex utive Director Title: 111 a Q?5laW r OF PtJA,-J e
Date:
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HUNDEN STRATEGIC PARTNERS,INC. ATTEST:
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Professional Services Agreement—Exhibit A OFFICIAL RECORD Page I t of 20
CITY SUR®' MY
WORTH,TX
EXHIBIT A,
SCOPE OF SERVICES
1. Vendor will provide an update to the original Fort Worth Convention Center Study conducted by
the Vendor in 2014 (City Secretary Contract Number 45034), which provided a market and
financial analysis related to the expansion and renovation of the Fort Worth Convention Center
(FWCC)and related hotel package.
2. Vendor will update the original FWCC study to reflect a number of key changes in the local market
over the past four years. The update will review new inventory and potential inventory as well as
the current market dynamics and economy in Fort Worth. Vendor will take a comprehensive
approach to update and ensure that the critical key questions of the original study, as well as any
new key questions that have arisen, are answered.
3. It should be noted that there were four chapters/primary tasks in the prior study that will not be
included in this updated study, which include the following: arena market analysis, marketing and
operations analysis, entertainment districts analysis, and governance analysis. The focus in the
current iteration is the convention center and hotel package.
4. The following will be included as part of the Services to be provided:
a. Task 1 —Kickoff, Project Orientation, Interviews, and Prior Study Review
b. Task 2—Economic,Demographic and Tourism Analysis Update
c. Task 3 —Updated Profile of the Fort Worth Convention Center
d. Task 4—Interviews and New Surveys
e. Task 5—Meetings and Convention Industry Trends Analysis Update
f. Task 6—Competitive Event Destination Analysis Update
g. Task 7—Hotel Market Analysis Update
h. Task 8—Convention Hotel Trends Update
i. Task 9—Key Findings,Drawing Updates, Cost Estimate Updates
j. Task 10—Updated Demand and Financial Projections
k. Task 11 —Economic, Fiscal and Employment Impact Analysis Update
5. Task 1: Kickoff, Project Orientation and Interviews
a. The Vendor will meet with the City to confirm the goals of the update and other contextual
issues related to the project. Vendor will also review available data related to the project,
identify contacts and resources necessary to ensure complete review and assessment of
critical issues, and perform the following orientation and due diligence oriented tasks:
i. Obtain information and data from Fort Worth officials, the City of Fort Worth,
economic development officials, and any other appropriate governmental
agencies.
ii. Gather and analyze background information related to the project, including
previous tourism and convention center reports,financial information,and the like.
iii. Tour the Fort Worth Convention Center and meet with management.
iv. Interview stakeholders from a variety of local private and public organizations and
perform fieldwork as appropriate.
v. Review the various projects on which Vendor's professionals have worked,
discuss their attributes, implementation and approach as part of the interview with
the City and others as previously described.
vi. Gather and analyze background information related to the project, including any
previously completed meetings and hotel market analyses.
vii. Gather and review available economic, demographic and financial data.
6. Task 2: Economic,Demographic,and Tourism Analysis
a. Vendor will update the community's position as an economic center of activity as well as
a destination for overnight visitors. These visitors may include those in town for meetings,
Professional Services Agreement—Exhibit A Page 12 of 20
events, those related to business travel, professional, leisure, events, special event and
sports visitors, or those in Fort Worth for other reasons. Vendor will also summarize key
demand generator trends and comment on the overall growth prospects for the market.This
analysis will provide a realistic assessment of the area's strengths, weaknesses,
opportunities, and threats(SWOT).Among the data updated and analyzed will be:
i. Geographic attributes, accessibility, and transportation links,
ii. Trends in population growth and income,
iii. Corporate presence, major employers, and any significant recent or likely future
changes,
iv. Analysis of business and commercial development that may affect the performance
of meeting and hotel facilities,
v. Higher education activity and implications for the market and project,
vi. Cores of economic activity,
vii. Gaming activity,
viii. Major retail destinations,
ix. Profile public assembly and other meeting facilities locally and regionally,
x. Arts, culture and entertainment assets and activity,
xi. History and expected future trends for tourism, and
xii. General real estate trends, with special emphasis on meeting facilities and major
demand generators.
b. The analysis will provide implications for the future convention center development.
7. Task 3: Updated Profile of Fort Worth Convention Center
a. Vendor will tour the existing FWCC, the surrounding demand generators, and the city to
understand the any new offerings and needs, especially any that have changed recently.
Vendor will review what Fort Worth has been able to host in the past and what it believes
it has the ability to induce in the future.
b. We will profile the likely and historical attendance and group activity at the existing
convention center. The existing and past business will be prologue for future potential
expanded business at the convention center.Vendor will profile historical event,attendance
and financial history, as available and relevant to the analysis. Vendor will identify
potential gains in group activity due to a new facility,based on interviews and surveys with
current, past and potential meeting and event planners.
S. Task 4: Interviews and New Surveys
a. Vendor will conduct in-depth interviews and surveys with meeting planners from around
the U.S. Vendor will get its most informed responses from phone interviews with these
groups, but will also do a broader online survey to a larger grouping of meeting planners.
These will include planners from many sectors and types, including:
i. Industry Trade Groups,
ii. Associations,
iii. Corporations,
iv. Government,
v. Educational,
vi. Religious, and
vii. Others.
b. Vendor will analyze the markets that commonly use convention centers, such as those
above, and will assess, based on the comps, interviews and surveys, how the FWCC will
continue to penetrate the market.
9. Task 5: Meetings and Convention Industry Trends Analysis Update
a. Vendor will update industry trends by conducting a thorough review of the existing
convention and meetings,conference and convention market,its performance and potential
for expansion of the market in Fort Worth.
Professional Services Agreement—Exhibit A Page 13 of 20
b. Vendor will update and profile the health of the convention and meeting industry and
discuss the various factors making up the industry.This will provide the City with a strong
grasp on the current forces shaping building development, including trends for various
types of event growth. This task will include:
i. Meeting facility and event center supply growth and Fort Worth's current position
for this market relative to its population and location in the market,
ii. Demand trends for conventions, conferences,and tradeshows,
iii. Demand for entertainment and events,
iv. Meeting planner preferences,
v. Meetings needs of local corporate market,
vi. Hotel and other amenity preferences,
vii. Event types and definitions, and
viii. Facility types and definitions.
c. This will also provide an excellent backdrop for understanding Fort Worth's current
position and where it likely should improve in order to optimize its position.
10. Task 6: Competitive Event Destination Analysis Update
a. Vendor will update the previous analysis of the facilities that serve the meetings/event
market in Fort Worth, around the state of Texas,and the region.Vendor will compare them
as part of a comparable set selected for Fort Worth. Included in the analysis:
i. Detail on the existing offerings in regional and competitive markets and their
suitability for conventions,conferences,trainings and meetings in the region. This
comparison will document any physical deficiencies or characteristics that may
inhibit development of future business.
ii. Detail on the existing offerings for peer markets in the national market and their
suitability for conventions, conferences,trainings and meetings when compared to
Fort Worth.
b. Vendor will work with the local stakeholders and others to understand which cities or
counties are most competitive with Fort Worth,as well as those that ought to be competitive
with Fort Worth. This comparison will document any physical deficiencies or
characteristics that may inhibit development of future business.
c. Identify gaps in the market and discern whether the Fort Worth Convention Center can fill
these gaps.
d. Review tourism or destination marketing budget size and sufficiency.
e. Summarize and analyze our experience in comparable and competing markets,along with
identification of what critical factors should address in order to continually be successful
in the meetings market.
f. Vendor will scour the regional/state market for the existing supply of space and any
demand for additional space.Vendor will consider:
i. Conventions,
ii. Corporate Trainings,
iii. Trade shows,
iv. Local expositions,
v. Conferences/corporate meetings,
vi. Assembly events,
vii. Public/consumer shows/local events,
viii. Entertainment events,
ix. Banquets, and
x. Meetings.
g. The results of this analysis will yield implications for the meeting spaces (ballroom,
auditorium,meeting rooms,board rooms,etc.)that should be included in the recommended
Project.
Professional Services Agreement—Exhibit A Page 14 of 20
11. Task 7: Hotel Market Analysis Update
a. In this task, Vendor will update the previous analysis of the existing local hotel supply and
interview management to determine how convention center development impact their
business. This task and the results from the prior tasks will also determine if there are
opportunities for additional rooms with any future development, or if the supply of rooms
is sufficient to support a new facility. The analysis will determine the proximate quality
room count as well as the community-wide room count.Proximate quality room count is a
metric developed by Vendor to understand the room block available within walking
distance of a certain location,such as a convention or conference center. The analysis will
include the following primary analysis components:
i. Overview of U.S. lodging industry performance and trends,
ii. Profile of the local lodging market, including number, size and quality of hotels
and performance trends,
iii. Additions to supply in and around the development area and relevant surrounding
areas,
iv. Character of supply,
v. Demand segmentation and diversification efforts. What percentage of demand
comes from transient, group and leisure business, respectively? How can new,
unique supply induce additional demand to the market? What segments have the
best opportunity for demand expansion?How does seasonality impact the results?
And
vi. Meeting and function space availability within hotels and in non-hotel facilities.
b. This information will provide an understanding of the larger market and the availability of
hotel rooms and market needs to serve new meeting facilities.
c. Vendor will then profile any planned hotels in Fort Worth. The hotels will then be profiled
regarding quality, room count, function space, ownership/branding, location/proximity to
demand generators, demand segmentation, occupancy, rate and other measures. Vendor
will discuss how many hotel rooms should be available within walking distance of a new
facility and if they should be in one hotel, or a collection of hotels.
d. Vendor will also update the historical supply and demand analysis of the existing hotels.
This will include:
i. Tracking of occupancy, monthly room night demand, average daily rate (ADR)
and Revenue per Available Room (RevPAR),
ii. Performance by:
1. Year,
2. Month,
3. Week and
4. Day of week,
iii. Seasonality,
iv. Unaccommodated demand, and
v. Demand type/market mix.
e. Vendor will discuss how new hotels have been absorbed into the competitive set and how
any additions or renovations have impacted the performance of the competitive set, The
report will provide conclusions on the ability of these improvements to induce more
demand from each major market segment. Market segmentation within the set will also be
shown in three primary categories:
i. Commercial transient,
ii. Group (both corporate group, association, and other), and
iii. Leisure.
f. This will set the stage for the penetration and performance projection for the recommended
hotel.
Professional Services Agreement—Exhibit A Page 15 of 20
12. Task 8: Convention Hotel Trends and Competitive Package Update
a. As the primary hotels for a market's meeting facilities and typically the largest hotel in the
market area, a number of critical criteria must be met to ensure the greatest potential of
success for both the property itself, the convention center and the market as a whole. In
most cases,these hotels require some form of financial incentives in order to be developed,
typically in the form of public subsidies.
b. The meetings market has evolved over the past 20 years and has grown more sophisticated,
and planners have increased the requirements necessary to book meetings business. This
packaging of the convention/meeting product led to expectations by the market and
competitive pressure for all larger meeting facilities to offer a convenient package of hotels
attached, adjacent or within immediate walking distance of the facility. This proximity
eliminates the need for shuttling, and often the hotels provide enough meeting and event
spaces for the additional needs of the planners. Those that do not offer such a package
suffer considerably when competing for meetings, conferences, conventions ,and other
events.
c. The demands are not only for hotel rooms, but for high-quality hotel room blocks in major
(often branded) hotels. Due to the requirements for large room blocks, meeting and
function space,food and beverage service and parking,these facilities are often outside the
realm of private financial feasibility. This feasibility gap is generally temporary,typically
during the pre-development and early operational stages of the property but renders such
projects difficult to finance.
d. Vendor will update the profile of the convention hotel package for the competitor facilities,
as well as what would be expected as a hotel package, including the largest headquarters
hotel, for the Fort Worth Convention Center. Vendor will also update the profile of how
these deals have been developed and funded in other markets.
13. Task 9: Key Findings,Drawing Updates,Cost Estimate Updates.
a. Vendor will review the previous recommendations and make adjusted recommendations
regarding every significant facet of the recommended facility, including:
i. Number, size, quality and type of function rooms (exhibit halls, ballrooms,
breakout meeting rooms, board rooms, amphitheater/lecture halls, special event
rooms or spaces and others as appropriate),
ii. For any and all hotels: Room count, quality and amenities; function space detail,
brand options and other relevant items,
iii. Pros and cons of combining/sharing portions of the hotel and convention center,
iv. Number,size and quality of food and beverage outlets,
v. Parking,
vi. All physical programmed areas by use,
vii. Other services and amenities as appropriate.
b. As needed, Vendor will update conceptual designs for the new convention facility based
on recommendations. This will then lead to the capital budget estimates and projections.
Once the recommended product(s) are known, Vendor can then insert the project(s) into
the competitive set as part of our performance projection. The budget for the projects will
be estimated based on similar projects developed in the last several years. Vendor will also
recommend the optimal pricing and booking strategy for new facilities to maximize use
and financial feasibility.
14. Task 10: Updated Demand and Financial Projections
a. Convention Center Projections.
L In this task, Vendor will determine how the current market will absorb any
recommended new facility, providing a ten-year updated performance projection.
The projections will include demand by type of event, annually, with average
attendance. The analysis will consider:
Professional Services Agreement—Exhibit A Page 16 of 20
I. Conferences and conventions,
2. Corporate Trainings,
3. Trade shows,
4. Local expositions,
5. Conferences/corporate meetings,
6. Assembly events,
7. Public/consumer shows/local events,
8. Entertainment events, by type,
9. Banquets,
10. Meetings, and
11. Local Events.
ii. Based on the projection of demand and applying a number of assumptions
regarding room rental rate, food and beverage per-caps and others, Vendor will
prepare an updated financial projection for the convention center facility. This
financial analysis includes the following:
1, Estimate revenues for ten years of operations.Expenses directly related to
the meeting facility will also be projected for the period. The demand
profile, experience with other similar facilities and data from the existing
facility will be used to model the operating revenues and costs of the new
facility or facilities and will be incorporated into a business plan. The
model will generate a pro forma operating statement that includes the
revenue and expense items, including the following:
a. revenues: rooms, food and beverage, space, space and equipment
rentals, reimbursed expenses, telecommunications, audio/visual,
decorating, electrical and other income,
b. direct operating expenses: wages and salaries, contract services,
utilities,maintenance and repair, supplies and other expenses,
c. unallocated expenses: employee benefits, advertising and
promotion, general and administrative, professional services,
insurance, and other expenses.
iii. Vendor will provide a net operating income statement incorporating the operating
revenues and expenditure as to arrive at a projected surplus or loss,which may or
may not require an ongoing subsidy.
b. Hotel Projections. Vendor will also complete an updated demand and financial analysis
for the recommended hotel(s).
i. Vendor will determine how the market will absorb the recommended hotel(s)over
time, providing a ten-year performance projection for each. Ultimately the
question Vendor will answer is: How will any proposed hotel(s)perform in regard
to occupancy, rate, and revenue per available room (RevPAR)?
ii. Vendor's approach to answering these questions includes a strong methodology.
Vendor will:
1. Perform a market penetration analysis for any proposed hotel(s) and
estimate future room-night demand, occupancy, and ADR,
2. Include assumptions for competitive market demand growth, induced
demand, recapture of demand, and unaccommodated demand based on
earlier analysis and penetration and inducement capability of any proposed
hotel(s),
3. Each market segment will be assessed, including leisure, commercial, and
group. Average rate for each segment will be analyzed and projected, and
4. Project capture of existing demand from the competitive set and outside
the set.
Professional Services Agreement—Exhibit A Page 17 of 20
iii. This methodology will result in a projection of occupancy, rate and Revenue per
Available Room (RevPAR) for any proposed hotel(s) for the first ten years of
operation.
iv. Based on the projection of demand and applying a number of assumptions
regarding room rental rate, food and beverage per-caps and others, Vendor will
update the financial projection for the Fort Worth Convention Center. This
financial analysis includes the following:
1. Estimate revenues for ten years of operations.
2. Expenses directly related to the meeting facility will also be projected for
the period.
3. The demand profile, experience with other similar facilities and data from
the existing facility will be used to model the operating revenues and costs
of the new facility or facilities and will be incorporated into the business
plan.
15. Task 11: Economic, Fiscal, and Employment Impact Analysis Update
a. Vendor will update the economic, fiscal,and employment impact analysis to determine the
direct, indirect, and induced impacts, including the tax revenues that are generated by
projected visitors to the new facilities.Based on the above analysis, a projection of net new
direct spending will be tabulated. New spending is that spending that is new to the
community as visitors come to Fort Worth and the surrounding area due to an event,spend
the night or otherwise spend time or money in the area. Vendor will analyze the spending
by residents (transfer spending) and discuss the amount that is recaptured. For example,
due to the existence of activity generated by events, economic activity occurs as residents
pass up opportunities to leave the area to spend money. Instead of going to an event in
another area,the event keeps their spending within the area. This is considered recaptured
demand.The net new and recaptured direct spending is considered to be the Direct Impacts.
b. From the direct spending figures, further impact analyses will be completed.
i. Indirect Impacts are the supply of goods and services resulting from the initial
direct spending. For example, an attendee's direct expenditure on a hotel room
causes the hotel to purchase linens and other items from suppliers. The portion of
these hotel purchases that are within the local economy is considered an indirect
economic impact.
ii. Induced Impacts embody the change in local spending due to the personal
expenditures by employees whose incomes are affected by direct and indirect
spending. For example, a waitress at a restaurant may have more personal income
as a result of the attendee's visit. The amount of the increased income that the
employee spends in the area is considered an induced impact.
iii. Fiscal Impacts represent the incremental tax revenue collected by the City,County
and State due to the net new economic activity related to an event. For example,
our analysis will estimate the hotel and other tax revenue from an overnight stay
by an attendee and considers this a fiscal impact. The fiscal impact represents the
government's share of total economic benefit. Fiscal impacts provide an offset to
the potential public expenditures required to host events. Vendor will identify the
taxes affected and conduct an analysis of the impact on these accounts and
governmental units.
iv. Employment Impacts include the incremental employment provided not only
onsite, but due to the spending associated with an event. For example, the direct,
indirect and induced impacts generate spending, support new and ongoing
businesses, and ultimately result in ongoing employment for citizens. Vendor will
show the number of ongoing jobs supported by the project and provide the
resulting income and income taxes generated.
Professional Services Agreement—Exhibit A Page 18 of 20
c. Vendor uses one of the industry's most relied upon multiplier models, IMPLAN. This
input-output model estimates the indirect and induced impacts, as well as employment
impacts, based on the local economy. An input-output model generally describes the
commodities and income that normally flow through the various sectors of the economy.
The indirect and induced expenditure, payroll and employment result from the estimated
changes in the flow of income and goods caused by the projected direct impacts.The model
data are available by various jurisdictional levels, including counties.
16. DELIVERABLES AND TIMING
a. Preliminary Findings — Vendor must complete the above-stated tasks and provide the
City with its preliminary findings based on the same no later than November 30,2018.
b. Draft Study—Having completed all the tasks and presented the City with is preliminary
findings, Vendor must submit a draft Study for the City to review and comment on by
December 31, 2018.
c. Final Study—Vendor must provide the City with the final Study by January 31, 2019.
Professional Services Agreement—Exhibit A Page 19 of 20
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
HUNDEN STRATEGIC PARTNERS,INC.
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City and CVB are fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City and Vendor are entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Vendor.
1. Name: -�-O $ H U
Position:ess %r—
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: p-Dg ft0 .1JJ0Ehj
Signature of President/CEO
Other Title: 19L"i N /E
Date: �13 1 f I O
Professional Services Agreement—Exhibit B Page 20 of 20