HomeMy WebLinkAboutContract 60673ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
CSC No. 60673
RIDGLEA COMPLEX MANAGEMENT D/B/A/ THE RIDGLEA THEATER
This Addendum to Agreement ("Addendum") is entered into by and between Ridglea
Complex Management, dba The Ridglea Theater ("Vendor") and the City of Fort Worth ("City"),
collectively the "parties."
The Contract documents shall include the following:
1.Ridglea Theater Rental Agreement Between the City of Fort Worth and Ridglea Complex
Management, dba The Ridglea Theater; and
2.This Addendum.
Notwithstanding any language to the contrary in the attached Ridglea Theater Rental
Agreement Between the City of Fort Worth and Vendor (the "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.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 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
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
Addendum Page 1 of8
2. Attornevs' Fees, Penalties, and Liquidated Dama�. To the extent the attached
Agreement requires City to pay attoineys' 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 fi•om the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hei•eto
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 fi�om the Agreement and shall have
no force or effect.
4. Linlced Terms and Conditions. If the Agreement contains a website linlc to terms
and conditions, the linlced 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 linlced 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 linlced terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Fui-ther, if Vendor cannot clearly and suf�ciently
demonstrate the exact teims 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 TeYas 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
pai�ties agree that any such requirement shall be null and void and is hereby deleted fi•om the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Sovereign ImmunitX. 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 IndemnitX. Vendor agrees the exclusions ot• limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising fi�om any of the following: (a) Vendor's breach of its data security obligations; (b) Vendot•'s
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party
harmless fi•om damages of any lcind 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 of 8
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 marlc, service marlc, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Delivei•able(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, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the 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 o►- 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 foi•egoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
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 ar�d 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 malce them/it non-infringing, provided that suct► 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 the 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 REQUIRED BY CITY.
9. No Mandatoi;v Arbitration. To the extent the Agreement requires mandatoiy
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
11. 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.
Addendwn Page 3 of 8
12. 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
Agreeinent and shall have no force or effect. In the event there is a request for information marlced
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
suf�cient will not be decided by City, but by the Offce of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
13. Addendum Contt•ollin�. 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.
14. Immi�ration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform worlc 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
perfoims worlc 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 LIC�NSEES. City, upon written notice
to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
15. No Boycott 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 conti•act with
a company for goods or services unless the contract contains a written verification fi•om the
coinpany that it: (1) does not boycott Israel; and (2) will not boycott Israel dut•ing 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 sigf�ing this AddendZcm, Ve»do�°
cei°tifres that i�endo�°'s signatzn�e pr�ovic�es �a�ritten ve��rftcation to City that Vertclor: (1) does not
boycott Is�°ael; anc� (2) ti��ill not boycott Isr•ael dzn•ii�g the ter�J�7 of the Agreei��ent.
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 t•ight to examine any directly
pertinent bool<s, documents, papers and records of Vendor involving teansactions relating to the
Agreement. Vendor agrees that City shall have access during normal worlcing hours to all
necessa�y 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.
Addendum Page 4 of 8
17. Prohibition on Bovcottin_ E�nergv Companies. Vendor acicnowledges 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 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 fi•om the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the teim of the contract. The terms "boycott eneigy 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 Contractor's signattue pi•ovides written veriiication to the City that Contractor: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the te�m of
this Agreement.
18. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acicnowledges 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
fi�om 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 fi�om 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 Teaas
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 Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firear►n entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
19. Insurance.
1.1. The Vendor shall cariy the following insurance coverage with a company that is
licensed to do business in TeYas oi• otherwise approved by the City:
1.1.1. Commercial General Liability:
l.l.l.l. Combined limit of not less than $2,000,000 per occui•i•ence;
$4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 pec occucrence;
$2,000,000 aggcegate and Umbrella Covei•a�e in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injuiy.
1.1.1.3. Defense costs shall be outside the limits of liability.
Addendum Page 5 of 8
1.1.2. Statutory Woi•kers' Compensation and Employers' Liability Insurance
requii•ements per the amount required by statute.
L1.3. Technology Liability (Errors & Omissions)
1.13.1. Combined limit of not less than $2,000,000 per occurrence;
$4miilion aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Covera�e in ihe amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1. Failure to prevent tmauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
v�rus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Pi•operty Infi•ingement coverage,
specifically including coverage foi• intellectual property infi•ingement
claims and foi• indemnification and legal defense of any claims of
intellectual pi•opei�ty infi�ingement, including infi•ingement of patent,
copyright, ti•ade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
sepai•ate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Eithei• is
acceptable if coverage meets all othei• requii•ements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not eYceed $50,000
without the written approval of the City. Coverage shall be claims-made,
with a reti•oactive or pi•ior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services pi•ovided. An annual certificate of insurance, oi• a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
Addendum Page 6 of 8
City.
1.1.3.3.7. Any othei• insurance as reasonably requested by
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thei•eon, as its intei•ests may appear. The tei•m City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
1.2.2. The woi•kei•s' compensation policy shall include a Waivei• of Subrogation
(Right of Recoveiy) in favoi• of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of pi•emium. Notice shall be sent to the Rislc Managei•, City
of Fort Worth, 1000 Throckmorton, Fort Woi•th, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/oi• approved to do
business in the State of TeYas. All insurei•s 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 requii•ed.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and appi•oved by the City's Risk Management
Division prior to execution of tllis Agreement.
(sig��atzr��e page follows)
Addendum Page 7 of 8
[Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED
AND AGREED:]
City:
By: 'h.,..tC.........
Name: Fernando Costa
Title: Assistant City Manager
Date: Dec 22, 2023
Vendor:
By: r6�19,10211a,nc!,n Name: Felicity Garcia
Title: Felicity Garcia
Date: Dec 19, 2023
I I
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: th, .. :z;::.,�
Name: VictorTurner
Title: Director-----------
Approved as to Form and Legality:
By:
Name: Leslie L. Hunt
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: ----
Addendum
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 repo1ting
requirements.
By: ,er,,�,<1,72 --.......... �----------Name: Rhonda Hinz
Title: Sr Adm in Services Manager
City Secretary:
By:
Name: Jannette S. Goodall
Title: Acting City Secretary
Page 8 of8
Ridglea Theater Rental Agreement
This Agreement is between Ridglea Complex Management, dba The Ridglea Theater, 6025
Camp Bowie Boulevard, Fort Worth, TX 76116 ("Lessor") and the City of Fort Worth ("City; )
Address: 200 Texas St. Fort Worth, TX 76102 ("Lessee")
for the rental of the Ridglea Theater Main Theater, Green Room, located at 6025 Camp Bowie,
Fort Worth, Texas (the "Building"), for the date of January 10, 2024, for the purpose of a
neighborhood education forum ("Event"), subject to the following terms and conditions:
For the date listed above, Lessee must pay five thousand dollars ( 5 000) for rental
fee for the use of the premises as stated above to be paid in full at settlement.
2. Lessee must inspect the Building immediately prior to the event and accept the
premises and facilities in their present condition.
3. Lessor shall not be responsible for injuries to anyone in the building or on the
grounds except to the extent that such injuries result from Lessor's negligence or
willful misconduct. Additionally, Lessor shall not be liable for any property left on
the premises, except to the extent that any damage or loss results fi•om Lessor's
negligence or willful misconduct. It is agreed that the Lessor shall infoim Lessee of
any property left at the Building and give Lessee a reasonable time to remove.
4. On the day of the Event, Lessee may have access to the Building as early as building
can be available, and that will not be earlier than 10:00 a.m. Should Lessee need
access to the building prior to the day of the Event, this can be arranged with advance
notice. The event will be fi•om Spm - 8pm.
5. Any activity which is prohibited by any city ordinance, state ot• federal law, shall not
be conducted at the Building, on the parking lots, or in adjacent streets by Lessee or
Lessee's agents, employees or personal guests.
6. Any brealcage or damage to the property caused by the Lessee or Lessee's agents,
employees or personal guests shall be the responsibility of the Lessee and the cost of
repairing such brealcage or damage shall be reimbursed to Lessor. This includes any
excessive damage or stains to furniture and flooring, caused by Lessee or Lessee's
agents, employees or personal guests, normal wear and tear excepted.
7. Seating and tables, if applicable, will be provided by the Lessor for the event. Lessee
inust let the Lessor Icnow, in writing, 30 days prior to event what type of seating
configuration will be necessary.
8. Lessee is responsible for hiring any security Lessee feels is needed for the Event.
9. Lessee is responsible for hiring and arranging all catering for food (no alcoholic
beverages) only.
10. The cost of paying the Ridglea Theater sound technician and the cost of the lighting
technician are included in the rental fee.
11. Lessee may not attach, with adhesive tape, permanent fastenei•s, fixtures, decorations,
etc. or other items to the ceiling or walls without the reasonable and industiy standard
consent of the Lessoi•. Freestanding displays and non-adhesive decorations are
permitted.
12. Lessee will be responsible for removing all equipment, decorations, displays, etc. that
Lessee bt•ought in foi• Event. Per Item 2, Lessor is not responsible fot• any items that
are left behind eYcept to the extent that any damage or loss of the aforementioned is
caused by Lessor's negligence or willful misconduct. Notwithstanding the foregoing,
it is agreed that Lessor shall give notice to Lessee of any items left behind and a
reasonable opportunity to reinove them.
13. Lessee is responsible for general clean up after the event.
14. 50% payment of $2500.00 is due at the time this agreement is signed to confit•m this
agreement. This is a nonrefundable deposit, Final payment is due 30 days prior to
the event. Checics can be made payable to "Ridglea Complex Management."
15. Lessor and Lessee ("Indemnifying Party," as applicable) shall each defend, indemnify
and hold the other and the othei•'s affiliates, shareholders, employees, contractors,
agents and representatives (the "Indemnitees") harmless fi•om any third party claims,
losses, liabilities, damages and expenses (collectively, "Claims") arising out of or
related to (a) the negligence or willful misconduct of Indemnifying Party and/or such
Indemnifying Party's affiliate, representatives, and employees, or (b) a breach of any
of the Indemnifying Party's obligations hereundei; provided, that the Indemnifying
Party shall have no such obligation in connection with Claims to the extent they (x)
arise out of any such Indemnittee's breach of any of its obligations under this
Agreement, or (y) the negligence or• willful misconduct of any such Indemnittees.
16. This Agt•eement expresses and contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersedes
and replaces any and all prior agreements and understandings, either oral or written,
with respect to the subject matter hereof. If any covenant, term or provision of this
Agreement is deemed to be contrary to law, that covenant, term or� pt•ovision will be
deemed separable from the remaining covenants, tertns and provisions of this
Agreement and will not effect the validity, interpretation or effect of the remainder of
this Agreement. This Agreement may not be modified, altered or amended, except by
a written instrument signed by both parties. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together shall
constitute one and the same agreement. The parties agree to take such further acts
and to execute such further documents that may be necessary or convenient to carry
out the intents and purposes of the Agreement.
THE ABOVE FOREGOING TERMS AND CONDITIONS HAVE BEEN ACKNOWLEDGED
AND AGREE TO BY THE PARTIES ON THE (date).
Lessee
Lessor
�,,, C u/. ,%�<�.,��_
Azrthorized Signatzrre
Felicity Garcia
P�°int Name
Felicity Garcia
Title
Dec 19, 2023
Date
Ai�tho�°izecl Signati�t�e
Victor Turner
Print N�nne
D i recto r
Title
Dec 22, 2023
Date
4