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HomeMy WebLinkAboutContract 61043City Secretary Contract No. 61043 FORT WORTHS MASTER SERVICES AGREEMENT REGARDING WILL ROGERS MEMORIAL CENTER CAPITAL PROJECTS WHEREAS, the City of Fort Worth ("City"), a Texas home rule municipal corporation is the owner of the Will Rogers Memorial Center ("WRMC"), a multipurpose entertainment, sports, and livestock complex, which includes the 1936 era Pioneer Tower and adjacent Will Rogers Coliseum and Will Rogers Auditorium, exhibit halls, and multiple equestrian and livestock barns and arenas; WHEREAS, Event Facilities Fort Worth, Inc. ("EFFW"), a Texas non-profit corporation, is a support organization to Southwestern Exposition and Livestock Show ("Stock Show"), a Texas non-profit corporation; WHEREAS, the Stock Show leases WRMC from the City for thirty (30) days each year for the annual Fort Worth Stock Show and Rodeo; WHEREAS, since 1943 when the Stock Show moved to WRMC, the Stock Show and EFFW have made significant contributions to the renovations and improvements to WRMC facilities; WHEREAS, EFFW has assisted the City with planning, design, and construction of numerous capital projects at WRMC; WHEREAS, the City desires to develop a master plan for WRMC to maximize the efficient expenditure of public funds on needed renovations and improvements, and to develop a comprehensive renovation plan for the 1936 Pioneer Tower, Coliseum, and Auditorium facilities; WHEREAS, the City desires to improve the efficiency of planning and construction of needed renovations and improvements at WRMC by utilizing EFFW's experience with capital projects at WRMC; WHEREAS, EFFW is willing to provide planning and construction management services to the City for approved capital projects at WRMC, with the City reimbursing EFFW for the actual project costs, but with no additional management fee or compensation to EFFW for these services; and WHEREAS, WRMC is a venue project under Texas Local Government Code Section 334. NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the City and EFFW agree as follows This Master Services Agreement Regarding Will Rogers Memorial Center Capital Projects ("Agreement") is made and entered into by and between the City and EFFW, each individually referred to as a "party" and collectively referred to as the "parties." OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Construction Management Agreement Page 1 of 13 61043 City Secretary Contract No. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Master Services Agreement Regarding Will Rogers Memorial Center Capital Projects; 2. Exhibit A — Scope of Services; and 3. Exhibit B — Verification of Signature Authority Form. Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. EFFW shall provide planning and construction management services to the City for approved capital projects at WRMC under the master capital improvement plan for WRMC (each a Project"), as more specifically described in the attached Exhibit A - Scope of Services (the "Services"). 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on the fifth anniversary of the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). After the Initial Term, the Expiration Date shall automatically extend, and this Agreement shall continue upon the same terms and conditions, on a year-to-year basis for up to five (5) additional one-year renewal terms (each a "Renewal Term"), unless either the City or EFFW gives written notice of non -renewal to the other party at least 180 days prior to the then applicable Expiration Date. 3. Proiect Costs and Compensation. EFFW shall develop a budget for the engineering, design, and construction for each Project. Upon the City's written approval of each Project, EFFW shall proceed with retaining appropriate consultants, contractors, and subcontractors to carry out the Project. All Project Costs incurred by EFFW for a Project within the approved budget shall be reimbursed by the City to EFFW upon EFFW's submission of applications for payment accompanied by back-up documentation as reasonably required by the City. "Project Costs" are the actual, third -party, out-of-pocket costs and expenses of the Project incurred by EFFW in accordance with this Agreement. EFFW shall not receive any management fee or other compensation for the Services over and above the Project Costs and shall not receive any reimbursement for any costs of the Project that are above the approved budget for a Project. 4. Termination. 4.1. Written Notice. Either the City or EFFW may terminate this Agreement at any time and for any reason by providing the other party with at least 180 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, the City will notify EFFW of such occurrence and this 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. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay EFFW for Project Costs actually incurred Construction Management Agreement Page 2 of 13 City Secretary Contract No. 61043 up to the effective date of termination and EFFW shall continue to provide City with the Services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, EFFW shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event EFFW has received access to City Information (defined below) as a requirement to perform Services hereunder, EFFW shall return all City Information to the City in a machine readable format or other format deemed acceptable to the City. 4.4 Scobe Incorporated and Superseded by a Facilities Management Agreement. The Parties agree that this Agreement may be terminated upon execution of a mutually agreed upon Facilities Management Agreement whereby the Services contemplated by this Agreement are incorporated expressly or by reference into a single consolidated Facilities Management Agreement between the Parties. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. EFFW hereby warrants to the City that EFFW has made full disclosure in writing of any existing or potential conflicts of interest related to EFFW's Services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, EFFW hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. EFFW, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by the City that is designated in writing by the City as "Confidential" or "Proprietary" (collectively, "City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City, unless otherwise required by law. 5.3 Public Information Act. The City is a government entity under the laws of the State of Texas, and all documents held or maintained by the City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information provided to the City by EFFW that is marked "Confidential" or "Proprietary", the City shall promptly notify EFFW. It will be the responsibility of EFFW to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the 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. EFFW shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete , or otherwise corrupt City Information in any way. EFFW shall notify the City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, EFFW shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such City Information from further unauthorized disclosure. 6. Riaht to Audit. EFFW agrees that the City shall, until the expiration of three (3) years after final payment of any Project Costs under this Agreement, or the final conclusion of any audit commenced during this three year period, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records, of EFFW involving transactions relating to this Agreement at no additional cost to the City. EFFW agrees that the City shall have access during normal working hours to all necessary EFFW facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give EFFW reasonable advance notice of intended audits. Construction Management Agreement Page 3 of 13 City Secretary Contract No. 61043 7. Independent Contractor. It is expressly understood and agreed that EFFW shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative, or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, EFFW shall 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, and EFFW's contractors and subcontractors. EFFW acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and EFFW, its officers, agents, employees, servants, and EFFW's contractors and subcontractors. EFFW further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and EFFW. It is further understood that the City shall in no way be considered a co - employer or a joint employer of EFFW or any officers, agents, servants, employees, contractors, or subcontractors of EFFW. Neither EFFW, nor any officers, agents, servants, employees, contractors, or subcontractors of EFFW shall be entitled to any employment benefits from the City. EFFW shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or subcontractors. Liability and Indemnification. 8.1 EFFW LIABILITY. EFFW SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF EFFW, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. HOWEVER, EFFWSHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARYDAMAGES RELATED TO THE SERVICES OR A PROJECT HEREUNDER. 8.2 GENERAL INDEMNIFICATION. EFFW HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PR OPER TY DA MA GE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF EFFW, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. Assignment and Subcontracting. 9.1 Assignment. Except as specifically provided in subsection 9.2 below, EFFW shall not assign any of its duties, obligations-, or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and EFFW under which the assignee agrees to be bound by the duties and obligations of EFFW under this Agreement. EFFW and the assignee shall be jointly liable for all obligations of EFFW under this Agreement prior to the effective date of the assignment. 9.2 Subcontracting. Notwithstanding the foregoing, this Section 9 does not prohibit EFFW from retaining consultants, third -party project managers, contractors, and subcontractors as EFFW deems appropriate to carry out Projects approved by the City, and all such third -party costs Construction Management Agreement Page 4 of 13 City Secretary Contract No. 61043 shall be included in the Project Costs to be reimbursed by the City to EFFW pursuant to this Agreement. 10. Insurance. EFFW shall provide the 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 work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by EFFW, its employees, agents, representatives in the course of providing Services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation (if EFFW has any employees): Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit 10.2 EFFW Contractors. Any contractor or consultant retained by EFFW to perform on -site work on a Project shall be required to carry the insurance described in Section 10.1. In addition, any architect or engineer retained by EFFW to perform services on a Project shall be required to carry the following insurance: Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. Construction Management Agreement Page 5 of 13 City Secretary Contract No. 61043 10.3 General Reauirements. (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City. (c) 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 premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/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 the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that EFFW has obtained all required insurance shall be delivered to the City prior to EFFW proceeding with any work pursuant to this Agreement. 10.4 Citv_ 's Provertv Insurance. City shall provide property insurance for all WRMC facilities, subject to any Builders Risk insurance required to be carried by a contractor for a Project pursuant to the approved budget for that Project. 11. Compliance with Laws, Ordinances, Rules, and Regulations. EFFW agrees that in the performance of the Services, it shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If the City notifies EFFW of any violation of such laws, ordinances, rules, or regulations, EFFW` shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. EFFW, for itself, its personal representatives, assigns, and successors in interest, as part of the consideration herein, agrees that in the performance of EFFW's Services hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY EFFW, ITS PERSONAL REPRESENTATIVES, ASSIGNS, OR SUCCESSORS IN INTEREST, EFFW 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 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 electronic mail with electronic confirmation of Construction Management Agreement Page 6 of 13 City Secretary Contract No. 61043 receipt from the recipient, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: ICle1U1 d City of Fort Worth Attn: Mike Crum 200 Texas Street Fort Worth, TX 76102-6314 Email: Michael.Crum@fortworthtexas.gov With copy to Fort Worth City Attorney's Office at same address N on91a1k!,TE Event Facilities Fort Worth, Inc. Attn: Matt Carter, President P. O. Box 150 Fort Worth, TX 76101 Email: mcarter@fwssr.com 14. Solicitation of EmWovees. Neither the City nor EFFW shall, 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 shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of the City or EFFW to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or EFFW's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 shall not in any way be affected or impaired. 19. Force Mai eure. The City and EFFW shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems, and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed Construction Management Agreement Page 7 of 13 City Secretary Contract No. 61043 and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A and B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between the City and EFFW, 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. 24. Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. EFFW warrants that its Services will be of a high quality and conform to generally prevailing industry standards. The 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, EFFW shall use commercially reasonable efforts to re -perform the Services in a manner that conforms with the warranty. 26. Immigration Nationality Act. EFFW shall 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 the City, EFFW shall provide the City with copies of all l-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. EFFW 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 EFFW employee who is not legally eligible to perform such Services. EFFW SHALL INDEMNIFY THE CITY AND HOLD THE CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY EFFW AND EFFW'S EMPLOYEES. The City, upon written notice to EFFW, shall have the right to immediately terminate this Agreement for violations of this provision by EFFW. 27. Ownership of Work Product. The City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the Services provided under this Agreement (collectively, "Work Product"). Further, the City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, EFFW hereby expressly assigns to the City all of EFFW's right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein that the City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto by EFFW. 28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance-, or other authorization of the entity. This Construction Management Agreement Page 8 of 13 City Secretary Contract No. 61043 Agreement and any amendment hereto, may be executed by any authorized representative of EFFW whose name, title-, and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit B. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Chan2e in Companv Name or Ownership,. EFFW shall notify the 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 EFFW 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 directors' resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so -may adversely impact future invoice payments. 30. No Bovcott of Israel. EFFW has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. EFFW 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, EFFW certifies that EFFW's signature provides written verification to the City that EFFW: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Bovcottin2 Ener2v Companies. EFFW 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 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, EFFW certifies that EFFW's signature provides written verification to the City that EFFW: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. EFFW 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 which will 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, EFFW certifies that EFFW's signature provides written verification to the City that EFFW: (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. Construction Management Agreement Page 9 of 13 City Secretary Contract No. 61043 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: City: City of Fort Worth. a Texas home rule municipal corporation By: William Johnson ( r 5, 2024 09:51 CST) Name: William Johnson Title: Assistant City Manager Date: EFFW: Event Facilities Fort Worth, Inc., a Texas non-profit corporation MA4ft4_ c4pt�glr By: Matt Carter (Feb 27,202413:08 CST) Name: Matt Carter Title: President Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Michael Crum Title: Public Events Director Approved as to Form and Legality: By: Name: John Strong Title: Assistant City Attorney Contract Authorization: M&C: N/A 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. By: Name: Michael Crum Title: Public Events Director City Secretary: By: Name: Jannette Goodall Title: City Secretary Al � dd o g.1d Pvo o=� PO o o.o *�a paan4 QL V54 " OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Construction Management Agreement Page 10 of 13 EXHIBIT A SCOPE OF SERVICES In its capacity as the manager of capital improvement Projects at the WRMC, EFFW will provide the following services ("Services"): • Collaborate with the City on the City's commissioning of a qualified third -party consulting firm to assess the condition of the WRMC. The condition assessment will provide a comprehensive schedule of required ongoing maintenance, deferred maintenance and needed capital maintenance projects along with cost estimates and a recommended timeframe. • Work with the City and other stakeholders to propose capital projects that will maintain and/or improve the condition of the WRMC (each a "Project"). • Collaborate with the City and stakeholders to develop long-term capital investment plans for the WRMC. 0 Without limiting the above, provide a comprehensive plan for renovation of the WRMC Coliseum, Pioneer Tower building, and WRMC Auditorium, as well as construction documents for the prioritized components of the comprehensive plan as funding becomes available for each component of the comprehensive plan. • Collaborate with the City on development of a rolling 5-year WRMC Capital Improvement plan on an annual basis under the City's annual budget development schedule. • Propose capital Projects (and Project budgets) on an annual basis for City review and written approval as a part of the City's annual budget development schedule. 0 EFFW shall not start a Project at the WRMC without prior written approval of the City. Prior written approval from the City requires a signature from an Assistant City Manager or the City Manager. • For individual Projects at the WRMC, procurement shall be through procurement processes allowed by Texas Local Government Code Section 334: 0 Upon City approval of each Project, an amendment to this Agreement shall be drafted and agreed upon between EFFW and the City detailing the Project. 0 Select the design consulting team, negotiate, and draft a contract for design services. 0 Select a general contractor, construction manager, or similar party that will construct Projects at the WRMC. Negotiate agreements for products or services to be provided. 0 Collaborate with the City to develop and meet Business Equity Goals, if required. 0 Collaborate with the operator of the WRMC to schedule approved Projects. 0 Serve as project manager for each Project at the WRMC (subject to EFFW's right to engage a third -party project manager to assist EFFW), monitoring Project progress and cost vs. budget. 0 Work with City inspectors regarding inspection of all construction. 0 Provide a monthly written report to City detailing the status of each Project. 0 Review, approve, and submit Project invoices for payment by City in accordance with the Texas Prompt Payment Act. 0 Close out Projects and submit documentation to City 0 Manage warranty work 1 89 CM Start of Warranty 12 Month Warranty 90 CM Complete "Green Sheet' & Close Out Project City wants this complete with in 3 months 1 91 CM Warranty Review walks 90 days 5 1702 92 CM Warranty Review walks 180 days 5 1707 93 CM/PM 11 Month Warranty Inspection 0 Provide or arrange for training employees of WRMC operator to safely and efficiently utilize new Projects and purchases. Construction Management Agreement Page 11 of 13 61043 City Secretary Contract No. o Assure that operator is provided appropriate documentation and guidance to implement preventative maintenance programs to assure an improvement or purchase meets or exceeds its projected life span. • Comply with all applicable Texas and federal purchasing laws. Construction Management Agreement Page 12 of 13 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY Event Facilities Fort Worth, Inc. P.O. Box 150 Fort Worth, Texas 76101-0150 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind EFFW and to execute any agreement, amendment or change order on behalf of EFFW. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of EFFW. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with EFFW. EFFW will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by EFFW. Name: Matt Carter Position: President MAJ-�-c"t#p Matt Carter (Feb 27, 202413:08 CST) Signature 2. Name: Position: Signature Name: Position: Signature Name: Matt Carter (Feb 27, 2024 13:08 CST) Signature of President / CEO Other Title: Date: Construction Management Agreement Page 13 of 13