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HomeMy WebLinkAboutContract 60133CSC No. 60133 ADDENDUM TO LETTER OF AGREEMENT BETWEEN THE CITY OF FORT WORTH AND MOMENTUM FORT WORTH INVESTMENT, LLC This Addendum to Letter of Agreement ("Addendum") is entered into by and between Momentum Fort Worth Investment, LLC dba DoubleTree by Hilton Fort Worth South Hotel and Conference ("Vendor") and the City of Fort Worth ("City"), individually referred to as "party" and collectively as "parties." The Contract documents shall include the following: 1. The Letter of Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Letter of Agreement (Agreement"), the parties 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 Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager ("Effective Date") and shall expire on January 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with thirty -days' written notice of termination. b. Breach. If either party commits a material 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 the 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 OFFICIAL RECORD CITY SECRETARY Addendum FT. WORTH, Tx Page I of 7 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 date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially 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. 3. Attornevs' 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. 4. 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 law 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. 5. Notices to Parties. 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, (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 BUYER: City of Fort Worth Attn: Purchasing Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address TO SELLER: Momentum Fort Worth Investment, LLC dba DoubleTree by Hilton Fort Worth South Hotel and Conference Mary Marshall, Director of Sale 100 E. Altamesa Blvd. Fort Worth, TX 76134 Phone: (817) 293-3088 Addendum Page 2 of 7 6. Sovereign Immunitv. 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 Liabilitv and Indemnitv. 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. 8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder 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. 9. Public 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 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. 10. 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. 11. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the 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 the 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, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 12. No Bovcott of Israel. If Vendor has fewer than 10 employees or the 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, 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 Addendum Page 3 of 7 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 Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 13. Riaht 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 advance notice of intended audits. (signature page follows) Addendum Page 4 of 7 [ACCEPTED AND AGREED:] CITY OF FORT W TH By: Name: Fernando Costa Title: Assistant City Manager Date: Sep 19, 2023 APPROVAL RECOMMENDED: By: MOIAm JIC ARTIN(Sep 19,202315:05 CDT) Name: Monica L. Martin Title: Deputy Chief 4.04U4pq�n 0aoF FORT%aa ATTEST: p °'9� p �—o o=° p°o*%66 aadb nEXA?o4p By: Name: Janette Goodall Title: City Secretary MOMENTUM FORT W TH INVESTMENT, LLC DBA DOUBLETREE BY HILTON FORT W TH AND CONFERENCE By: 7e� W-;� Name: Mary Marshall Title: Director of Sale 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 reporting requirements. feud CGe velaild By: Kelly ClevellYnd (Sep 18, 2023 13:51 CDT) Name: Kelly Cleveland Title: Senior Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: .4 P� Name: Andrea Phillips Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (None Required) Date Approved: Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 5 of 7 LETTER OF AGREEMENT DoubleTree by Hilton Fort Worth South Hotel & Conference Center Account: Citizens on Patrol Post As: Lunch Address: 505 W. Felix St BANQUET EVENT ORDER 874279-1800917 As of: May 23, 2023, 3:34 pm Fort Worth, Texas 76115 Deposit: Method of Payment: Date Time Start to Finish Function Room 12/09/2023 9:00am / 3:00pm Lunch Inspire Ballroom Menu 1 1:00am-1 2:30pm - 425 @ $34.00 1 person The Classic Buffet Coffee, Iced Tea and Water Stations Garden Salad with Ranch and Balsamic Dressings Tangy Broccoli Slaw Grilled Chicken with Mushroom Supreme Sauce Homestyle Meatloaf with Zesty Tomato Gravy Garlic Mashed Potatoes Buttered Broccoli Warm Cherry Cobbler with ice cream on the side Event Date: Saturday December 9, 2023 Contact First and Last Shirley Zertuche Name: Phone: 817-392-4182 Email: shirley.zeduche@fortworthtexas.gov Fax: On -Site Contact: Booked By: Amy Goyne Catering Src: Setup Agreed Guarantee Set For Rental Rounds of 8 425 425 Setup Bar Service __]� Audio Visual 2 @ $350.00 1 each Fast Fold Screen with dress kit Have coffee, tea, and water stations available in the room starting at 14,HD Screen with dress kit 9:45am. 2 @ $350.00 / each LED Projector 6000 Lumen XGA projector 2 @ $75.00 / each Christie Lenses for lumen projectors Lenses for 6000 projector 30 @ $10.00 / a foot Black Pipe and Drape 30' black Pipe and Drape behind Stage 1 @ $175.00 / each V-60HD Video & Computer switcher Video/Computer switcher with logo storage and Monitor 1 @ $125.00 / each 16 Digital Audio Mixer QSC Touch Mix 16 Digital audio mixer 2 @ $125.00 / each QSC KLA-12 powered line array speaker KLA -12 speakers and Audio Mixer Addendum Page 6 of 7 2 @ $75.001 each QSC KW-181 Powered subs Powered sub woofers 2 @ $75.001 item Lighting Tree 14' crank up tower. 2 @ $75.001 each Leko Light LED 200W Warm White 3200K COB LED 4 @ $50.001 each Par Light Par Light, for up lighting the drape in the background 1 @ $125.00 leach Lucite Podium Lucite Podium 8 @ $37.501 hour AV Setup Labor 4 @ $50.001 hour AV Setup Labor Tech Labor to run Event 4 @ $50.001 hour AV Setup Labor Camera Operator Other Charges � 'Special Requirements Estimated Charges Food $14,450.00 Service Charge $4,406 55 AudiolVisual $3,175.00 Labor $700.00 Subtotal $18,325.00 Total $22,731_j All charges are subject to a taxable 25% service charge, and 8.25% sales tax. Meeting Room Rental is subject to 6.0% tax. 1 understand the attendance guarantees are due 10 business days in advance. Outside food and beverage is strictly prohibited. The contents of the above meet with my approval. Cancellation of event will result in 100% of gross charges as listed unless otherwise contracted. Client Acceptance Signature: Date: Addendum Page 7 of 7