HomeMy WebLinkAboutContract 58198 CITY SECRETAR�8198
CONTRACT NO.
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FORT WORTH
FOSSIL CREEK
CATERING SALES AGREEMENT
This Agreement is made and entered into as of September 20, 2022 by and between the Radisson Hotel Fort Worth Fossil Creek
(hereinafter referred to as "Hotel") and by Angela Rush for the City of Fort Worth (hereinafter referred to as "Client"). If the
information provided by Client materially changes or is incorrect, then this Agreement may be terminated.
Organization: City of Fort Worth
Name of Event: Fair Housing& Civil Rights Conference
Event Dates: Monday, November 14—Tuesday, November 15,2022
Contact Name: Angela Rush
Contact Title: Assistant Director—Civil Rights Enforcement
Contact Phone: 817-392-6155
Contact Email: angeIa.rush@fortworthtexas.gov
EVENT ROOMS
Upon signing this Agreement, Hotel reserves and Client guarantees payment for the following Event Room space for the specified
days/times:
11/14/2022 8:00 AM 5:00 PM Meeting Flatiron Classroom 9 50 400.00
11/14/2022 8:00 AM 5:00 PM Meeting Spring Palace Classroom 50 4 00.00
11/14/2022 12:00 PM 1:30 PM Lunch Meacham Rds of 8 100
11/15/2022 8:00 AM 12:00 PM Meeting Flatiron Classroom 50 200.00
11/15/2022 8:00 AM 12:00 PM Meeting Spring Palace Classroom 50 200.00
Function rooms are assigned according to the guaranteed minimum number of guests anticipated. The Hotel reserves the right to
change group to a room more suitable for the anticipated attendance,with notifications, if attendance increases or decreases. Hotel
reserves the right to assign and change specific event room space at its discretion. Client must obtain final approval from Hotel
before publishing event room names.
CONCESSIONS
The hotel is proud to offer the following concessions in honor of your group:
• Reduced pricing for audiovisual requirements.
EVENT ROOM RENTAL
Event space Room Rental for the total amount of space listed above is $1,200.00. Event space Room Rental is subject to a taxable
22% Hotel Service Charge and all applicable local and state taxes. If Client modifies the size/scope of food and beverage functions,
Hotel reserves right to reevaluate/renegotiate Room Rental charges accordingly.
SET UP CHARGES
Should extensive meeting room set-ups or elaborate staging be required, there will be a set-up charge to cover Hotel costs for
additional labor. If equipment is necessary that exceeds Hotel's inventory, then the Client agrees to pay for the cost of renting this
additional equipment. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
1
FORT WORTH
FOSSIL CREEK
CATERING SERVICES
A minimum of$2,500 of total food and beverage must be spent at your function(s) (the "Guaranteed Amount"). This Guaranteed
Amount does not include event space Room Rental, Service Charges, Tax, Labor Charges, Fees, Audio-visual, or any other
Miscellaneous Charges incurred. Client is required to pay Hotel the full Guaranteed Amount, regardless of whether Client charges
that amount. Client is required to pay Hotel any amounts exceeding the Guaranteed Amount.
FOOD& BEVERAGE POLICY
Due to licensing and insurance requirements, all food and beverage served in Hotel Banquets must be supplied and prepared by
Hotel. In addition, no remaining food or beverage shall be removed from the premises. At the conclusion of the function,such food
and beverage become the property of Hotel.
Menu prices will be confirmed 3 months prior to scheduled function. Food and beverage prices are subject to the prevailing taxable
service charge(currently 22%) and all applicable taxes. Final menu selections must be submitted to Hotel's Catering Representative
at least 30 days in advance; otherwise, items selected cannot be guaranteed. Other than specifically stated in the approved menu
(or otherwise agreed in a separate document signed by Client and the (General Manager or his designee), Hotel will not be
responsible for any specific dietary requests or requirements.
The Catering Office must be notified of the guarantee of attendance no later than noon 3 business days prior to the scheduled
function. Guaranteed attendance for functions scheduled Monday or Tuesday must be received by noon on the preceding Friday.
Guarantees of attendance are not subject to reduction and Hotel will charge the Master Account, at a minimum, the amount due in
accordance with the guaranteed attendance.
❖ Client will have available an authorized representative at the event who will be presented a check prior to the conclusion of the
event. Such representative shall verify that all charges are correct and shall sign off on such check.
PRE-PAYMENT OF ALL ESTIMATED CHARGES
METHOD/FORM OF PAYMENT
Client may pay all or part of its obligation under this agreement with cash at Hotel Front Desk prior to the Event Date. Client may
pay all or part of its obligation under this agreement with a Check drawn on either a personal or organizational account. Checks
require verification of a state approved identification card and authorization through the Hotel Check Verification processes and
procedures. Client may pay all or part of its obligation under this Agreement by credit card if Client completes a Hotel Credit Card
Authorization Form. At the Hotel's sole discretion,the credit card may be pre-authorized for the anticipated amount of the event up
to(3) business days prior to arrival. If Client fails to pay any of its obligations by the dates noted, Hotel is authorized to charge the
credit card listed for all such obligations.
SERVICE CHARGE AND TAX
A taxable service charge of 22% and any applicable taxes will be added to Food & Beverage Charges, Event Space Room Rental,
Labor Charges,Audio-visual Charges,and any other Miscellaneous Charges incurred.
ATTRITION CLAUSE
The parties agree that the Client and the Hotel will share in the loss of revenues suffered by the Hotel in the event of the
Client's failure to utilize all the event space and services agreed to herein. The Client therefore agrees to pay 100% of lost
revenue. For food and beverage revenue, lost revenue will be calculated by subtracting the exact amount of food and
beverage consumed from the agreed upon F&B Minimum Revenue Guarantee. The lost revenues for Room Rental and/or
other services will be a function of agreed upon rates and/or charges as outlined in this document.
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IVFORT WORTH
FOSSIL CREEK
CANCELLATION SLIDING SCALE
Client agrees that if it cancels this Agreement for any reason, the Hotel will suffer damages. The closer in time the
cancellation occurs, the greater the damages will be. Therefore, Client agrees to pay Hotel at the time of cancellation a
liquidated damages fee,as follows:
Date Cancelled Cancellation Fee
From 31-89 days prior to event 75%of the food& beverage minimum,plus tax
Less than 30 days prior to event 100%of the food&beverage minimum,plus tax
For food and beverage revenue, lost revenue will be the agreed upon "Guaranteed Amount" noted in the Catering Services
section above. The lost revenues for Room Rental and/or other services will be a function of agreed upon rates and/or
charges as outlined in this document.
SIGNS AND DISPLAYS/USE OF HOTEL NAME
Client shall not display signs in Hotel nor use the name/logo of the Hotel in any promotional brochures or ads without prior approval
of the General Manager of Hotel. It is further agreed that no sign, banner, or display shall be affixed to any part of Hotel. Any
damages caused to the walls,fixtures or carpet will be billed to Client.
SECURITY
Hotel may, in its sole discretion, require Client to take certain security measures to maintain security considering the size or nature
of the function. Such security measures may include the requirement to hire sufficient security personnel from a reputable agency
that is approved by the Hotel prior to the function.
SHIPPING AND PACKAGES
In the event Client will be shipping packages to Hotel, Client must notify Hotel at least one week in advance. All packages sent to
Hotel should include the name of Client Event, date of program and number of items. Shipment should arrive no earlier than three
(3)days prior to event. Hotel accepts no responsibility or liability for the delivery, security,or condition of the packages.
SMOKING
Smoking is not permitted in any function room,guest rooms,hotel lobby or restaurants. Smoking is permitted in designated outside
areas only. A cleaning fee of$250.00 will be accessed to anyone that smokes in a guest room.
AUDIO VISUAL
The Hotel offers full service audio-visual equipment for any type of function. Please notify your Sales Representative if you intend to
use your own equipment or hire an outside audio-visual provider.
VENDORS
The Hotel would be happy to provide a list of our preferred vendors upon request.
CONDUCT OF EVENT
The Client agrees to comply with applicable federal, state, and local laws and agrees to cooperate with Radisson Hotel Fort Worth
North—Fossil Creek and any relevant governmental authority to ensure compliance to such laws. You assume full responsibility for
the conduct of persons in attendance at your event.
HOTEL CONTACT/NOTICES
All notices,offers,acceptances,requests,and other communications hereunder shall be in writing and shall be deemed to delivered
if hand delivered or sent by overnight Express, or certified or registered mail to the Client contact on the first page of this
Agreement, or,if to Hotel,to the following address: 2540 Meacham Blvd, Fort Worth,TX 76131 Attn: Sales&Catering. Hotel may
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FORT WORTH
FOSSIL CREEK
change Hotel's designated contact at any time upon notice. Hotel will not be bound by any notice unless delivered to Hotel in the
manner specified herein.
DAMAGE CLAUSE
in the unlikely event that damage to any Hotel property occurs because of any guest related to Client, Client agrees to assume all
liability and expense and agrees that, in addition to any other rights as against such guest or others, Hotel may charge Client's
Master Account or directly bill Client for all such charges. Client shall indemnify, defend, and hold harmless Hotel and its officers,
directors, partners, affiliates, members, and employees from and against all demands, claims, damages to persons and/or property,
losses, and liabilities, including reasonable attorney fees (collectively "Claims") arising out of or caused by Client's negligence or
intentional misconduct. Client shall not have waived or be deemed to have waived, by reason of this paragraph,any defense that it
may have with respect to such claims.
CLIENT'S PROPERTY
Client agrees and acknowledges that Hotel will not be responsible for the safe keeping of equipment, supplies, written material, or
other valuable items left in function rooms, guest rooms or anywhere on Hotel property other than the Hotel safe. State laws will
govern Hotel's liability for items stolen in guestrooms or items kept in Hotel's safe. Accordingly, Client agrees that it will be
responsible to provide security of any such aforementioned items and hereby assumes responsibility for loss thereof. Client may not
rely on any verbal or written assurances provided by Hotel staff, other than as provided in this Agreement.
INSURANCE
Property of Client is the sole responsibility of the Client and/or its owner. Client agrees that it has procured sufficient insurance to
cover the loss of such property. Client hereby waives any claims under Hotel's insurance policy for the loss of Client's property or
the property of any of its attendees or invitees.
FORCE MAJEURE
No damages shall be due for a failure of performance occurring due to Acts of God,war, terrorist act, government regulation,riots,
disaster,or strikes,any one of which make performance impossible.The Resort shall have no liability for power disruptions of any
kind.The performance of this Agreement is subject to any circumstances making it illegal or impossible to provide or use Hotel
facilities, including Acts of God,war,government regulations,disaster,strikes,civil disorder or curtailment of transportation
facilities. This Agreement may be terminated for any one of the above reasons by written notice from Hotel.
DISPUTE RESOLUTION
Hotel and Client agree to use its best efforts to resolve any disputes under this Agreement through informal means. In the unlikely
event that formal action must be taken, this Agreement will be interpreted in accordance with the laws of the State in which the
Hotel is situated and the exclusive venue for any dispute arising out of this Agreement shall be in the county or city in which the
Hotel is situated. The prevailing party to any litigation shall be entitled to recover, in addition to damages, all legal costs and
reasonable attorney fees as fixed by the Court, both at the trial and appellate levels, and in any bankruptcy case and post judgement
proceedings. To the extent allowed by law, the parties hereto hereby waive the right to a jury trial in any action or proceeding
regarding this Agreement.
ENTIRE AGREEMENT
This Agreement and any Exhibits hereto constitute the entire agreement between the parties and supersede any previous
communications,representations, or agreements,whether written or oral. Any changes to this Agreement must be made in writing
and signed by authorized representative of each party.
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FORT WORTH
FOSSIL CREEK
MISCELLANEOUS
The persons signing this Agreement for Hotel and Client each warrant that they are authorized to bind the Hotel and Client,
respectively. Any provision of this Agreement that is deemed unenforceable shall be ineffective to the extent of such
unenforceability without invalidating or rendering the remainder of this Agreement invalid. Each party shall execute such other and
further documents as may be necessary to carry out the intention as well as to comply with the provisions of this Agreement.
NO ASSIGNMENT
Client may not assign or transfer this Agreement or any part thereof without the written consent of Hotel. Any attempted
assignment or transfer by Client without such consent may,at the option of Hotel,be deemed to be a cancellation of this Agreement
by Client, in which case Client shall remain liable for all liquidated damage charges set forth herein.
RIGHT OF HOTEL TO TERMINATE
If any information provided by Client to Hotel regarding Client's financial status, its activities, purpose, or other material information
about Client changes or is incorrect, Hotel shall terminate this Agreement in whole or part and Client will be liable for all payments
due pursuant to Section 5 above.
RIGHT OF INSPECTION/ENTRY
Hotel will have the right to enter and inspect all functions. If Hotel observes any illegal activity or activity that may result in harm to
persons or objects, Hotel has the right to immediately cancel the event. In such event, Client will remain liable for all fees and
charges related to the function pursuant to the terms of this Agreement.
If a signed original of this Agreement has not been received by the Hotel prior to Friday,9/23/2022, Hotel shall have the right to
contract with other parties for the use of the room block, event room(s)and catering services without further notice to Client. In the
event Hotel has a request for the rooms requested by Client prior to Friday, 9/23/2022, and Hotel has not received Client's signed
Agreement, Hotel will contact the Client for a decision. In such event, if Hotel does not receive Client's signed Agreement within five
(5)working days,Hotel will have the right to contract with another party without any further notice to Client.
IN WITNESS WHEREOF, Hotel and Client have executed this Agreement in manner and form sufficient to bind them as of the date
and year set forth on page one of this Agreement:
Terri Wehunt Fernando Costa
Radisson Fort Worth at Fossil Creek City of Fort Worth
DATE: DATE: Oct 3, 2022
This hotel is independently owned and operated under a license agreement with an affiliate of Radisson Hospitality,Inc. Radisson Hospitality,Inc.and its affiliates are
not the operator of the hotel or employer of the hotel's employees. Radisson Hospitality,Inc.is majority owned by Jin Jiang International Holdings.,Ltd.,which is
ultimately owned by an entity of the government of the People's Republic of China.
Radisson Fort Worth North at Fossil Creek
2540 Meacham Boulevard Fort Worth, TX USA 76106
Phone: (817)625-9911 - Fax: (817) 740-4639
PageIof1
Dept Code: Banquet Check BEO#: 25285
Group Name: Social Catering 2022 F&B Acct:
Post As: City of Fort Worth Fair Housing &Civil Rights Conferen(Site Contact: Angela Rush
Day/Date Time Function Room Gtd
Monday, November 14, 2022 8:00 am Flatiron
NO. MISCELLANEOUS PRICE SUBTOTAL TOTAL
1 SCREEN &PROJECTOR 200.00 200.00
TOTAL MISCELLANEOUS 200.00
Service Charge% 22.00 44.00
Sales Tax% 0.00 0.00
244.00
ROOM RENTAL PRICE SUBTOTAL TOTAL
Flatiron MTG 400.00 400.00
TOTAL 400.00
Service Charge% 22.00 88.00
Room rental tax% 6.00 24.00
Tax on Service Charge% 8.25 0.00
512.00
Grand Total: 756.00
Balance Due: 756.00
Page 1 of 1
Date: 9/20/2022
Client Signature
Radisson Fort Worth North at Fossil Creek
2540 Meacham Boulevard Fort Worth, TX USA 76106
Phone: (817) 625-9911 - Fax: (817) 740-4639
Page 1 of 1
Dept Code: Banquet Check BEO#: 25287
Group Name: Social Catering 2022 F&B Acct:
Post As: City of Fort Worth Fair Housing & Civil Rights Conferen(Site Contact: Angela Rush
Day/Date Time Function Room Gtd
Monday, November 14, 2022 8:00 am Spring Palace
NO, MISCELLANEOUS PRICE SUBTOTAL TOTAL
1 SCREEN &PROJECTOR 200.00 200.00
TOTAL MISCELLANEOUS 200.00
Service Charge% 22.00 44.00
Sales Tax% 0.00 0.00
244.00
ROOM RENTAL PRICE SUBTOTAL TOTAL
Spring Palace MTG 400.00 400.00
TOTAL 400.00
Service Charge% 22.00 88.00
Room rental tax% 6.00 24.00
Tax on Service Charge% 8.25 0.00
512.00
Grand Total: 756.00
Balance Due: 756.00
Page 1 of 1
Date: 9/20/2022
Client Signature
Radisson Fort Worth North at Fossil Creek
2540 Meacham Boulevard Fort Worth, TX USA 76106
Phone: (817) 625-9911 - Fax: (817) 740-4639
Page 1 of 1
Dept Code: Banquet Check BEO#: 25286
f Group Name: Social Catering 2022 F&B Acct:
Il Post As: City of Fort Worth Fair Housing &Civil Rights Conferen(Site Contact: Angela Rush
Day/Date Time Function Room Gtd
Monday,November 14, 2022 12:00 pm Meacham
NO. FOOD PRICE SUBTOTAL TOTAL
100 Chicken Portobella 29.65 2,965.00
TOTAL FOOD 2,965.00
Service Charge % 22.00 652.30
Sales Tax% 0.00 0.00
3,617.30
NO. MISCELLANEOUS PRICE SUBTOTAL TOTAL
1 SCREEN, PROJECTOR, MIXER WITH HOUSE 500.00 500.00
SOUND, PODIUM & MICROPHONE
TOTAL MISCELLANEOUS 500.00
Service Charge % 22.00 110.00
Sales Tax% 0.00 0.00
610.00
ROOM RENTAL PRICE SUBTOTAL TOTAL
Meacham LUN
TOTAL 0.00
Service Charge% 22.00 0.00
Room rental tax% 6.00 0.00
Tax on Service Charge% 8.25 0.00
0.00
Grand Total: 4,227.30
Balance Due: 4,227.30
Page 1 of 1
7 _
Date: 9/20/2022
Client Signature
Radisson Fort Worth North at Fossil Creek
2540 Meacham Boulevard Fort Worth, TX USA 76106
Phone: (817) 625-9911 - Fax: (817) 740-4639
Page 1 of 1
Dept Code: Banquet Check 13EO#: 25288
Group Name: Social Catering 2022 F&B Acct-.
Post As: City of Fort Worth Fair Housing &Civil Rights Conferen(Site Contact: Angela Rush
Day/Date Time Function Room Gtd
Tuesday, November 15, 2022 8:00 am Flatiron
NO. MISCELLANEOUS PRICE SUBTOTAL TOTAL
1 SCREEN &PROJECTOR/HALF DAY 100.00 100.00
TOTAL MISCELLANEOUS 100.00
Service Charge% 22.00 22.00
Sales Tax% 0.00 0.00
122.00
ROOM RENTAL PRICE SUBTOTAL TOTAL.
Flatiron MTG 200.00 200.00
TOTAL 200.00
Service Charge% 22.00 44.00
Room rental tax% 6.00 12.00
Tax on Service Charge% 8.25 0.00
256.00
Grand Total: 378.00
Balance Due: 378.00
Page 1 of 1
Date: 9/20/2022
Client Signature
Radisson Fort Worth North at Fossil Creek
2540 Meacham Boulevard Fort Worth, TX USA 76106
Phone:(817)625-9911 - Fax: (817) 740-4639
Page 1 of 1
Dept Code: Banquet Check BEO#: 25289
Group Name: Social Catering 2022 F&B Acct:
Post As: City of Fort Worth Fair Housing&Civil Rights Conferen(Site Contact: Angela Rush
Day/Date Time Function Room Gtd
Tuesday, November 15,2022 8:00 am Spring Palace
NO. MISCELLANEOUS PRICE SUBTOTAL TOTAL
1 SCREEN &PROJECTOR/HALF DAY 100.00 100.00
TOTAL MISCELLANEOUS 100.00
Service Charge% 22.00 22.00
Sales Tax% 0.00 0.00
122.00
ROOM RENTAL PRICE SUBTOTAL TOTAL
Spring Palace MTG 200.00 200.00
TOTAL 200.00
Service Charge% 22.00 44.00
Room rental tax% 6.00 12.00
Tax on Service Charge% 8.25 0.00
256.00
Grand Total: 378.00
Balance Due: 378.00
Page 1 of 1
Date: 9/20/2022
Client Signature
ADDENDUM TO CATERING SALES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
RADISSON HOTEL FORT WORTH FOSSIL CREEK
This Addendum to Catering Sales Agreement ("Addendum") is entered into by and
between Radisson Hotel Fort Worth Fossil Creek("Vendor")and the City of Fort Worth("City"),
collectively the"parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The Catering Sales Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Catering Sales Agreement
(the"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below
by a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendumbelow shall be applicable to the Agreement as follows:
I. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits amaterial breach of the Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail.The breaching party must cure the breach ten(10) calendar days after
receipt of notice from the non breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
c. Fiscal Funding Out. 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 the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
Addendum Page 1 0
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed orpartially completed documents prepared under
the Agreement. In the event Vendor has received access to City information 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.
2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys'fees for any action contemplated or taken,or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity;such provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
Addendum Page 2
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,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 the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, forwhatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement, the 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, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), 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: (a)procure for City the right to continue to use the Deliverable(s); or(b) modify the
Deliverable(s) to make themtt non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) 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 the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of Cityhereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Confidential Information. 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. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor.It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
Addendum Page 3
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.
11. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
12. 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,Vendor shall provide City
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 HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,ORLICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
13, 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 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.
14. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code(as added by Acts 2021,87th Leg.,
R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more,which will be paid wholly orpartly 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 byActs 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.
15. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code
Addendum Page 4 of
(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 which will be paid wholly or
partly frompublic 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,Vendorcertifies
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.
16. Right to Audit. Vendor agrees that City shall, until the expiration of three (3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents,papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advancenotice of intended audits.
(signature page follows)
Addendum Page 5 of 6
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for themonitoring and administration
5M64I.C— of this contract,including ensuring all
By: performance and reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager
Date: Oct 3, 2022 By: _
Name: _Angela
Approval Recommended: Rush
Title: _Asst.Director-Diversity and
Inclusion
By: Christina Brooks(Oct 3,202217:29 CDT) Approved as to Form and Legality:
Name: Christina Brooks
Title: Chief Equity Officer/Director
Attest: By: OO
Name: John B. Strong
Title: Assistant City Attorney
By: etteS.Goodall(Oct 5,202221: DT) Contract Authorization:
Name: Jannette S. Goodall Ad�4oR��� M&C:
Title: City Secretary p r F°F 0000'yO��d
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 6 of 6