HomeMy WebLinkAboutContract 56966 CSC No.56966
FORTWORTH.J,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager, and FORT WORTH CONVENTION AND
VISITORS BUREAU D/B/A VISIT FORT WORTH("Vendor"), a Texas nonprofit corporation, actin
by and through its duly authorized representative,each individually referred to as a"party"and collectively
referred to as the "parties."
RECITALS
WHEREAS,on March 11,2020,the World Health Organization declared COVID-19 a worldwide
pandemic;
WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act
("ARPA") to provide support to State and local governments to respond to the financial impacts of the
COVID-19 pandemic;
WHEREAS, the State and Local Fiscal Recovery Funds ("FRF") authorized in ARPA (C.F.D.A
421.027) are to be used to mitigate the ongoing effects of COVID-19 and support the nation's pandemic
recovery;
WHEREAS,the City has received FRF funds to respond to the continuous impact of COVID-19
as outlined in the Interim Final Rule (IFR)promulgated by the Department of Treasury("Treasury");
WHEREAS, Treasury has issued guidance for the use of FRF in the form of Frequently Asked
Questions, and will continue to issue guidance and clarification on the appropriate use of these funds;
WHEREAS, Treasury guidance specifically notes ARPA allows local governments to invest in
tourism-related programs to revive their visitor economies with Subsection 603(c)(1)(A) of Title VI of the
Social Security Act specifically authorizing aid to "impacted industries such as tourism, travel, and
hospitality'
WHEREAS, Vendor's main purpose is to promote the tourism and convention industries within
the City, which is usually done through a professional services agreement with the City (City Secretary
Contract Number 44949, as amended and addended);
WHEREAS,funding for general marketing of the entire City and all of its facilities is derived from
a percentage allocation of hotel occupancy tax(HOT) collections by the City on an annual basis;
WHEREAS, with the shutdown of the travel and tourism industry because of the COVID-19
pandemic, funding for Vendor was significantly reduced in Fiscal Years (FY) 2020 and 2021;
OFFICIAL RECORD
Vendor services Agreement CITY SECRETARY
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FT. WORTH, TX
WHEREAS,it is anticipated that hotel occupancy tax collections will begin to recover in FY2022,
but not to pre-pandemic levels,which will leave Vendor with an additional shortfall;
WHEREAS, as Vendor is the City's lead entity concerning sales and marketing for tourism and
special events, it is critical that Vendor be provided with the financial resources to lead this segment of the
Fort Worth economy back to pre-pandemic levels of performance.
WHEREAS, the City Council has approved a tourism development grant of up to $6,000,000.00
in ARPA funds so that the Vendor may continue its focus on the on-going recovery effort to strengthen the
physical and economic health of the community(M&C 21-0794); and
THEREFORE, for and in consideration of the mutual undertaking hereinafter set forth and for
adequate consideration given,the City and Vendor agree to the following:
AGREEMENT
1. Scope of Services. The parties agree that the recitals set forth above are true and correct
and form the basis for this Agreement and are hereby incorporated by reference into the body of this
Agreement. The Vendor must develop and execute a sales and marketing plan to spur the recovery of the
City's hospitality and tourism industry,along with carrying out the programs to effectively market the City
("Services"), which Services are set forth in more detail in Exhibit"A," attached hereto and incorporated
herein for all purposes.
2. Term. This Agreement will be effective beginning November 1, 2021 ("Effective Date")
and expire on October 31, 2026,unless terminated earlier in accordance with this Agreement("Term").
3. Compensation.
3.1 Total compensation from the City under this Agreement will not exceed Six
Million Dollars and Zero Cents ($6,000,000.00). Payment for the Services is broken
down as follows:
3.1.1 City will pay Vendor in three equal installments of Two Million Dollars
and Zero Cents ($2,000,000.00) (each a "Payment") each for all Services
performed and expenses incurred under this Agreement. The City will pay each
installment Payment on or before December 31, 2021, December 31, 2022, and
December 31, 2023, respectively.
3.2 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.
3.3 Vendor acknowledged that it is a recipient of the City's FRF and will follow the
guidelines as provided in Exhibit B (attached hereto and incorporated herein for all
purposes) and all guidance issued by the Treasury pertaining to proper use of FRF.
3.4 Any and all unspent FRF will be kept and maintained in accordance with all
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applicable federal, state, and local laws, statutes, rules, and regulations.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will 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 that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6. Reporting Requirements,Audit, and Documentation.
6.1 Vendor must provide to City quarterly and annual reports containing all relevant
data per the evaluation measures and key performance indicators mutually agreed upon by both
parties, along with those set forth in ARPA, IFR, and any subsequent rule or guidance issued by
the U.S. Treasury.
6.2 Vendor must supply quarterly and annual reports to City according to the schedule
in Exhibit B.
a. With each quarterly report,Vendor must provide invoices for eligible
expenses as outlined in Appendix A along with proof of expenditures.
b. All quarterly and annual reports must comply with ARPA, IFR, or any
subsequent rule or guidance issued by the U.S. Treasury.
6.3 Vendor must submit an inventory log of all assets purchased through this program
every two (2)years beginning two (2)years after the Effective Date. As provided for in the award
terms,payments from the FRF as a general matter will be subject to the provisions of the Uniform
Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards(2 CFR
part 200) (the Uniform Guidance), including the cost principles and restrictions on general
provisions for selected items of cost.
6.4 Vendor agrees that City will,until the expiration of the federal retention period as
referenced in 2 CFR 200.334, have access to, and the right to examine at reasonable times, any
directly pertinent books,documents,papers, and records(hard copy,as well as computer generated
data) of Vendor involving transactions related to this Agreement. This right to audit also extends
to any obligations assigned to any subcontracts or agreements formed between the Vendor and any
subcontractors to the extent that those subcontracts or agreements relate to fulfillment of
the Vendor's obligations to City under this Agreement. City will have access during normal
working hours to all necessary facilities, staff, and workspace in order to conduct audits. City will
provide the Vendor with reasonable advance notice of intended audits. The Vendor must provide
records within ten(10)business days or a mutually agreed upon timeline.
6.5 If the U.S. Treasury requests recoupment from City any funds related to
this Agreement, Vendor must reimburse the City within sixty (60) days from receipt of the
final notice of recoupment. City agrees to work with Vendor throughout the recoupment timeline
as promulgated in the IFR or any subsequent rule or guidance issued by the U.S. Treasury.
6.6 Vendor must keep and maintain, for a period not less than five (5) years after the
completion of the Services, any and all records relating to the Services and distributed funds.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
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employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will 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 contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, 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 NEGLIGENT ACTS) OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
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 CA USED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will 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 will 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
will 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 will fully participate and cooperate with 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 will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
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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 will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and 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 will 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 will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services 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 will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will 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 Services are being performed
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Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease;policy limit
(d) Professional Liability(Errors &Omissions): ®Applicable F]N/A
$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 must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will 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
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comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other parry, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Visit Fort Worth
Attn: Assistant City Manager Attn: Robert Jameson
200 Texas Street I I I W. 4th Street, Suite 200
Fort Worth, TX 76102-6314 Fort Worth, Texas 76104
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either parry.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement 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, is brought pursuant to this
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Agreement, 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.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of 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 Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controllin-. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. 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 will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high 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 will either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor will provide City with copies of all 1-9
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forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
-26. Ownership of Work Produet. City will be the sele and e�ielttsive ownef Of a4l fep
fights in and to the WE)fk Pfedtta. Ownefship E)f the WE)fk Pr-edtta will inttfe to the benefit E)f City ftem
27. Si2nature Authority. The person signing this Agreement hereby warrants that they have
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. Each
parry is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Chan2e in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcottin2 Ener2y Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
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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 Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
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 Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (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 Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 11 of 16
v.1.3(August 27,2021)
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
City: Vendor:
7 1ZPVj-+
By: Jesus J.Chapa ant,2022 10:07 CST) By.
Name:I Jay Chapa Name: [Robert Jameso
Title: Deputy City Manager Title: [wPresident and CEO
Date: Date: December 14, 2021
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
` — of this contract, including ensuring all
By: Michael E Crum(Jan 10,2022 17:02 CST) performance and reporting requirements.
Name: [Mike Crum
Title: [Director, Public Events]
Approved as to Form and Legality: By: Andrea Wright(Jan 10,202215:2 ST)
Name: Andrea W ght
Title: Assistant Director, Pubic Events
iy�,uJa.�ac/
By. ° ad4�FORr��aa
°°°pO°Op
°Name: [Tyler F.WallachCitySecretarY 0
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Title: Assistant City Attorney ado o��d
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:7G1l1l1���� GOO�GrGG °
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Contract Authorization: By: annette S.Goodall(Jan 11,202210:12 CST) `a °Oppp0°°° p
M&C: [M&C 21-0794 Name: Jannette S. Goodall aa�nEXpSdbQ
Form 1295:I Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 16
v.1.3(August 27,2021)
EXHIBIT A
SCOPE OF SERVICES
Vendor will put ARPA funds to work rebuilding our visitor economy,which supports jobs and local
business.
Tourism has been named a priority industry by federal ARPA guidelines because the industry was among
the hardest hit by the pandemic. In 2020,the Vendor responded to the pandemic by laying off 20%of its
staff, reducing spending and shuttering visitor centers.
Over the next three years ARPA funds will replace about half of the $10.44 million Visit Fort Worth lost
during the tourism downturn. Specifically, $6 million over three years or 57%of that total loss of
projected revenue.
Vendor has a three-point plan for ARPA funds:
• Support recovery of conventions by attracting meetings and helping customers connect with
local businesses and services.
o $3 million over three years
o Project concepts
■ National marketing campaign to promote Convention Center expansion,
including targeted promotions and events, corporate outreach,video,trade show
exhibits
■ Site visits and familiarization trips for new convention customers, especially
those who do not fit into the current facility
■ Pre-promotion of conventions to support attendance, such as marketing
campaigns around conventions before they come to Fort Worth
• Leverage our momentum with sports tourism by securing and hosting events that attract fans
and media coverage.
o $1.75 million over three years
o Project concepts
■ Site visits and familiarization trips for sports events rights holders, including
2022 hosting of Sports ETA conference
■ DFW-wide advertising to drive ticket sales for sports events, demonstrating local
support
■ Start-up salary for sports events coordinator position,which will be funded by
operating budget long-term as hotel tax collections recover to pre-covid levels
• Promote leisure tourism, especially highlighting our incredible attractions and experiences
around the arts,western heritage and nightlife.
o $1.25 million over three years
o Project concepts
■ Splashy national advertising to promote new attractions such as Stockyards,
Downtown, Cultural District, Dickies Arena and landmark museum exhibits such
as Kimbell Art Museum's 2022 "Language of Beauty in African Art"
■ Promotional roadshow in key Texas markets
■ Sponsorship for difference-making festivals and events that raise Fort Worth's
profile (e.g., Opal's Walk,Fortress Fest)
Vendor Services Agreement Page 13 of 16
v.1.3(August 27,2021)
EXHIBIT B
REPORTING GUIDELINES
Reports are due according to the following schedules:
Quarterly Pro*ect and Expenditure Report Periods Report Due
First July 1 — Sept 30 Oct 15
Second Oct 1 —Dec 31 Jan 15
Third Jan 1 —Mar 31 April 15
Fourth —April 1 —Jun 30 [luly 15
Annual Pro*ect and Expenditure Report Periods Report Due Date
Year 1 Oct. 1 — Sept. 30, Oct. 15, 2022
022
Year 2 Oct. 1 — Sept. 30, 2023 Oct. 15, 2023
Year 3 Oct. 1 — Sept. 30, 2024 Oct 15, 2024
Year 4 Oct. 1 — Sept. 30, 2025 Oct 15, 2025
Year 5 Oct. 1 — Sept. 30, 2026 Oct 15, 2026
Annual Performance Reporting Periods Report Due Date
Year 1 July 1 —June 30 July 15, 2022
022
Year 2 July 1 —June 30, 2023 -July 15, 2023
Year 3 July 1 —June 30, 2024 July 15, 2024
Year 4 Ruly 1 —June 30, 2025 July 15, 2025
Year 5 ul 1 —June 30, 2026 July 15, 2026
STANDARDS FOR FINANCIAL MANAGEMENT
In accordance with 2 CFR 200 — Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards,Vendor will develop, implement and maintain financial management
and control systems, which include,at a minimum accurate payroll, accounting and financial reporting
records, cost source documentation, effective internal and budgetary controls, and determination of
reasonableness, allowability and allocability of costs, and timely and appropriate audits and resolution
findings.
Vendor must maintain an effective accounting system,which will:
• Identify and record valid transactions
• Record transactions to the proper accounting period in which transactions occurred
• Describe transactions in sufficient detail to permit proper classification
• Maintain records that permit the tracing of funds to a level of detail that establishes that the funds
have been used in compliance with contract requirements
• Adequately identify the source and application of funds of each grant contract
• Generate current and accurate financial reports in accordance with contract requirements
REPORTS,INSPECTIONS,AND MONITORING REVIEWS
Vendor will submit fiscal, progress, programmatic, and other reports as requested by City in the approved
format.
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v.1.3(August 27,2021)
Any authorized representatives of the local, state or federal government have the right, at all reasonable
times,to inspect or otherwise evaluate the work performed or being performed and the premises in which
it is being performed. Vendor will participate in and provide reasonable access to facilities for assisting said
representatives.All inspections and evaluations will be performed in such a manner as will not unduly delay
the work.
PARTICIPANT RECORDS
Vendor grants City, the Inspector General, the Comptroller General of the United States, or any of their
duly authorized representatives,the right of timely and unrestricted access to any books,documents,papers,
or other records of Vendor pertinent to the Agreement, in order to make audit, examinations, excerpts,
transcripts and copies of such documents. This right also includes timely and reasonable access
by City fiscal and program personnel for the purpose of reviewing,interviewing,evaluating and monitoring
related to such documents.
City retains the right of access to Vendor's records or the right to obtain copies of said records for audit,
litigation, or other circumstances that may arise.
These documents will be maintained and retained by the Vendor in accordance with state and federal
retention schedules. If any litigation, claim, or audit involving these records begins before the retention
period expires,the Organization will retain the records and documents in accordance with state and federal
retention schedule or until litigation, claims, or audit findings are resolved,whichever is later.
ALLOWABLE COSTS
City's payment to Vendor does not stop the City from determining that certain costs were ineligible for
reimbursement or payment. If the City determines that a cost the City has paid for is ineligible for
reimbursement,Vendor will refund the ineligible amount to the City. City will determine whether costs
submitted by Vendor are allowable and eligible for reimbursement. If City has paid funds to Vendor for
unallowable or ineligible costs, City will notify Vendor in writing, and Vendor
must return the funds to City within thirty (30) calendar days of the date of this written notice. City may
withhold all or part of any payments to Vendor to offset reimbursement for any unallowable or ineligible
expenditure that Vendor has not refunded to City,or if financial status report(s) required are not submitted
by the due date(s).
SINGLE AUDIT
An audit must be completed if required by 2 CFR Part 200.500-520. If the guidance does not require a
single audit, Vendor will notify City in writing.
Independent Single or Program-Specific Audit. If Vendor within Vendor's fiscal year, expends a total
amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds
awarded,Vendor must conduct a single audit or program-specific audit in accordance with the 2 CFR 200.
The $750,000 federal threshold amount includes federal funds passed through by way of other agency
awards. The audit must be conducted by an independent certified public accountant and in accordance with
2 CFR Part 200 and Government Auditing Standards.
EQUIPMENT
Any purchase of equipment must be consistent with the Uniform Guidance at 2 CFR Part 200 Subpart D.
Equipment acquired under this program must be used for the originally authorized purpose. Consistent with
2 CFR 200.313, any equipment acquired using federal funds shall vest in the non-Federal entity.
Vendor Services Agreement Page 15 of 16
v.1.3(August 27,2021)
Procedures for managing equipment must meet the following requirements:
(1)Property records must be maintained that include a description of the property,a serial number or other
identification number,the source of funding for the property,who holds title,the acquisition date, and cost
of the property, percentage of Federal participation in the project costs for the Federal award under which
the property was acquired,the location,use and condition of the property,and any ultimate disposition data
including the date of disposal and sale price of the property.
(2)A physical inventory of the property must be taken and the results reconciled with the property records
at least once every two years.
(3)A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of
the property.Any loss, damage, or theft must be investigated.
(4)Adequate maintenance procedures must be developed to keep the property in good condition.
(5) If the non-Federal entity is authorized or required to sell the property, proper sales procedures must be
established to ensure the highest possible return.
Disposition. When original or replacement equipment acquired under FRF is no longer needed for the
original project,the non-Federal entity must request disposition instructions from the City.
CIVIL RIGHTS
Recipients of Federal financial assistance from the Treasury are required to meet legal requirements relating
to nondiscrimination and nondiscriminatory use of Federal funds.Those requirements include ensuring that
entities receiving Federal financial assistance from the Treasury do not deny benefits or services, or
otherwise discriminate on the basis of race, color, national origin (including limited English proficiency),
disability, age, or sex(including sexual orientation and gender identity), in accordance with the following
authorities: Title VI of the Civil Rights Act of 1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000d-1 et
seq., and the Department's implementing regulations, 31 CFR part 22; Section 504 of the Rehabilitation
Act of 1973 (Section 504),Public Law 93-112,as amended by Public Law 93-516,29 U.S.C. 794;Title IX
of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's
implementing regulations, 31 CFR part 28;Age Discrimination Act of 1975,Public Law 94-135,42 U.S.C.
6101 et seq., and the Department implementing regulations at 31 CFR part 23
Vendor Services Agreement Page 16 of 16
v.1.3(August 27,2021)
1/12/22,3:26 PM M&C Review
ofiiril tillr of the(Ily of PoP Vdolh,lo:as
CITY COUNCIL AGENDA FoRTWORT111
Create New From This M&C
DATE: 10/12/2021 REFERENCE NO.: M&C 21-0794 LOG NAME: 25ARPA-VFW-TDG
CODE: G TYPE: NON-CONSENT PUBLIC HEARING: NO
SUBJECT: (ALL) Approve Allocation of Funds from the American Rescue Plan Act for a Tourism
Development Grant to the Fort Worth Convention and Visitors Bureau, dba Visit Fort
Worth, in the Amount of$6,000,000.00 and Authorize Execution of an Agreement
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the allocation of up to $6,000,000.00 from the American Rescue Plan Act, Subtitle M
(Coronavirus State and Local Fiscal Recovery Funds) for a Tourism Development Grant to the Fort
Worth Convention and Visitors Bureau, dba Visit Fort Worth, to be paid in three equal annual
installments beginning in Fiscal Year 2022; and
2. Authorize execution of an agreement with the Fort Worth Convention and Visitors Bureau, dba Visit
Fort Worth, for the grant.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve the allocation of American
Rescue Plan Act (ARPA) funds to enhance the capacity of the Fort Worth Convention and Visitors
Bureau, dba Visit Fort Worth (VFW), to promote Fort Worth as a tourism and special event destination
between 2021 and 2026.
VFW's main purpose is to promote the tourism and convention and hotel industries within the City of
Fort Worth (City). VFW carries out these purposes through a professional services agreement with
the City (City Secretary Contract Number 44949, as amended and addended). Funding for general
marketing of the entire City and all of its facilities is derived from a percentage allocation of hotel
occupancy tax (HOT) collections by the City on an annual basis. With the shutdown of the travel and
tourism industry because of the COVID-19 pandemic, funding for VFW was significantly reduced in
Fiscal Years (FY) 2020 and 2021. It is anticipated that HOT collections will begin to recover in
FY2022, but not to pre-pandemic levels, which will leave VFW with an additional shortfall.
As VFW is the City's lead entity concerning sales and marketing for tourism and special events, it is
critical that VFW be provided with the financial resources to lead this segment of the Fort Worth
economy back to pre-pandemic levels of performance.
ARPA allows local governments to invest in tourism-related programs to revive their visitor economies
with Subsection 603(c)(1)(A) of Title VI of the Social Security Act (added by ARPA) specifically
authorizing aid to "impacted industries such as tourism, travel, and hospitality." The ARPA funding
must be committed by the end of 2024 and spent by the end of 2026. The Tourism Development
Grant will allow VFW to continue its focus on the on-going recovery effort to strengthen the physical
and economic health of the community and as such was determined to be a qualified priority by City
Management for ARPA funding as approved by the City Council in M&C 21-0445 on June 22, 2021.
After consulting with VFW on the funding necessary to promote the market in a post-pandemic
environment, Staff recommends that the City enter into an agreement with VFW for an ARPA funded
Tourism Development Grant of up to $6,000,000.00. VFW would be expected to develop and execute
a sales and marketing plan to spur the recovery of the City's hospitality and tourism industry, along
with carrying out programs to effectively market the City. The grant would be paid to VFW in three
equal installments of $2,000,000.00 in the first-quarter of fiscal years 2022, 2023 and 2024, providing
no less than three years between the final payment and the required deadline for all funds to be spent.
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1/12/22,3:26 PM M&C Review
Approval of this M&C will authorize execution of an agreement with VFW and will allocate
$2,000,000.00 for FY2022 in the American Rescue Plan Act project in the Grants Operating Federal
Fund budget for the first payment in the fourth-quarter of calendar year 2021. The allocation of the
remaining payments will be included in FY2023 and FY2024. All funding to VFW will include the
necessary reporting and documentation requirements for the City to be in compliance with all reporting
requirements in the ARPA legislation.
ALLOCATION OF ARPA SUBTITLE M FUNDING
The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle
M:
_
Total CFW ARPA Subt M Funding $173,745,090.00 �1-0445
�Alllocations To-Date I$0 I-
Current Allocation $6,000,000.00 this M&C
Remaining Unallocated Balance F$167,745,090.00
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and allocation
from the American Rescue Plan Act, funds will be available in the current operating budget, as
appropriated, in the Grants Operating Federal Fund. Prior to an expenditure being incurred, the
Public Events Department has the responsibility to validate the availability of funds. This is an
advance funded grant.
TO
Fund Department I Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Michael Crum (2501)
Additional Information Contact: Andrea Wright (2502)
ATTACHMENTS
1295-VFW.pdf (CFW Internal)
25APRA-VFW TDG FID.xlsx (CFW Internal)
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