HomeMy WebLinkAboutContract 61904CSC No. 61904
VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND HUNDEN STRATEGIC PARTNERS, LLC
This Vendor SERVICES AGREEMENT ("Agreement") is made and entered into by and
between City of Fort Worth, ("City"), a home -rule municipal corporation, acting by and through its duly
authorized representative, and Hunden Strategic Partners, Inc. ("Vendor"), an Indiana corporation, acting
by and through its duly authorized representative, each individually referred to as a "party" and collectively
referred to as the "parties."
1. SCOPE OF SERVICES.
Vendor agrees, with good faith and due diligence, to provide specialized consulting services related
to completion of a market demand, financial feasibility, and economic impact study of a new headquarter
hotel project adjacent to the Fort Worth Convention Center (FWCC). The consultant will provide market -
driven analytics to determine recommendations for a new headquarter hotel, as well as summarize key
implications for connectivity and synergy between the Project and existing assets in Fort Worth and at the
Center. Attached hereto and incorporated herein for all purposes incident to this Agreement is Exhibit "A,"
Scope of Services, which more specifically describes the services to be provided hereunder. The actions
and objectives contained in Exhibit A are referred to herein as the "Services". Vendor will perform the
Services in accordance with the highest standards in the industry for the same or similar services.
2. TERM.
The initial term of this Agreement is for twelve (12) weeks, effective beginning upon the execution
of the contract, no later than September 15, 2024 and will cross into FY2025 and end December 31, 2024,
unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in
its sole discretion, to renew this Agreement under the same terms and conditions, for up to two additional
one-year options (each a "Renewal Term").
3. COMPENSATION.
3.1 Total compensation will not exceed Eighty -Eight Thousand Dollars and No Cents
$88,000.00) ("Fee") for all Services performed under this Agreement. The City agrees to pay Vendor
according to the attached schedule "attachment B".
3.2 On or before the 10'" day of each month that this Agreement is in effect, the Vendor must
provide the City with a signed Fee invoice summarizing the portion of the Services that have been
performed and requesting payment therefor. If the City requires additional reasonable information, it may
request the same promptly after receiving the above information, and the Vendor will provide such
additional reasonable information to the extent the same is available. Invoices must be submitted to the
City of Fort Worth, suetnlierinvoicesafortworthtexas.l?ov email.
3.3 Vendor shall not perform any additional services or bill for expenses incurred for the City
that are not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. TERMINATION. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 1 of 14
4.1. Termination for Convenience. City may terminate this Agreement at any time and for any
reason by providing the Vendor with 30 days' written notice of termination.
4.2 Termination for Cause. City may terminate this Agreement for cause in the event Vendor
fails to perform in accordance with the terms and conditions contained herein. In such event, the City will
give Vendor written notice of Vendor's failure to perform, giving Vendor fourteen (14) calendar days to
come into compliance with the Agreement's requirements. If Vendor fails to come into compliance with
this Agreement, City will notify Vendor, in writing, and this Agreement will be terminated as of the date
of such notification. Termination of this Agreement under this provision will not relieve the Vendor of any
damages resulting from a breach or a violation of the terms of this Agreement.
4.3 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement will terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.4 Duties and Oblieations of the Parties. In the event that this Agreement is terminated for
convenience prior to the Expiration Date, City will pay Vendor for services actually rendered up to the
effective date of termination and Vendor will continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Vendor has received access to City Information (as
hereinafter defined) 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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor 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. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
6.1 Vendor agrees that City will, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers and
Professional Services Agreement Page 2 of 14
records, including, but not limited to, all electronic records, of Vendor involving transactions relating to
this Agreement at no additional cost to City. Vendor agrees that City will have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
6.2 Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written
notice of any intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor 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 City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor will have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City and Vendor and their officers, agents, servants and employees. Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that the City will in no way be considered a Co -employer or a Joint employer of Vendor
or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from
City. Vendor 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 or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PR OPER TYL OSS, PR OPER TYDAMA GE AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS, SUBCONTRACTORS, OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY AND ITS OFFICERS, AGENTS,
REPRESENTATIVES, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR INCONNECTION WITH THISAGREEMENT, TO THEEXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS,
SUBCONTRACTORS, OR EMPLOYEES.
Professional Services Agreement Page 3 of 14
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of any
documentation in accordance with this Agreement, it being understood that this agreement to defend,
settle or pay shall not apply if City modifies or misuses the documentation. So long as Vendor bears
the cost and expense of payment for claims or actions against City pursuant to this section, 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
City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action brought
against City for infringement arising under this Agreement, City 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, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the documentation 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 documentation; or (b) modify the documentation
to make it non -infringing, provided that such modification does not materially adversely affect
City's authorized use of the documentation; or (c) replace the documentation with equally suitable,
compatible, and functionally equivalent non -infringing documentation at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this
Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City
may seek any and all remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assicnment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City, through its Director of the Public Events Department, grants consent
to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement
under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this
Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy
of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverace and Limits
Professional Services Agreement Page 4 of 14
(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 Vendor, 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:
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
(d) 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 City to evidence coverage.
10.2 General Reauirements
(a) The commercial general liability and automobile liability policies shall name 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 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
Professional Services Agreement Page 5 of 14
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 approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it 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 City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
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 VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
Professional Services Agreement Page 6 of 14
representatives, or (2) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Public Events Director
1201 Houston Street
Fort Worth, TX 76102
With copy to:
City of Fort Worth
Attn: Fort Worth City Attorney's Office
200 Texas Street
Fort Worth, Texas 76109
14. GOVERNMENTAL POWERS.
To VENDOR:
Hunden Strategic Partners, Inc.
Attn: President, Rob Hunden
213 W. Institute Place, Ste. 707
Chicago, Illinois 60610
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of their governmental powers or immunities.
15. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. 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.
17. 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.
18. FORCE MAJEURE.
City and Vendor 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.
19. HEADINGS NOT CONTROLLING.
Professional Services Agreement Page 7 of 14
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.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A and B.
21. 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.
22. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between City and Vendor, their
assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
23. 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.
24. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
Vendor 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 or 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, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
26. OWNERSHIP OF WORK PRODUCT.
Professional Services Agreement Page 8 of 14
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, 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 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,
Vendor hereby expressly assigns to City all exclusive 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 City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
27. SIGNATURE AUTHORITY.
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 Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name, title and signature are 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.
28. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City, in writing, of a company name, ownership, or address change for the
purpose of maintaining updated City records. The president of Vendor or authorized official must sign the
letter. A letter indicating changes in a company name or ownership must be accompanied with supporting
legal documentation such as an updated W-9, documents filed with the state indicating such change, copy
of the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the
meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
30. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
Professional Services Agreement Page 9 of 14
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of , 2024.
(signature page follows)
Professional Services Agreement Page 10 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: WllliamJohnson�Ai�g_22,�.D24.072�LDT)
William Johnson
Assistant City Manager
Date: 08/22/2024
By:
Michael E. Crum
Director, Public Events
08/19/2024 FORT�d
Date: a oF000000000�ao
b a
V�,Il,nss�ca. J� .hi�SmR..� P08 o a=0
By
l/ll°moo...
OdQ� . 4p
Jannette Goodall
City Secretary
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.
OOP
By: Andrea Wright (Aug 19, 202410:32 CDT)
Andrea Wright
Assistant Director, PED
APPROVED AS TO FORM AND LEGALITY:
By:
Taylor Paris
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
HUNDEN RA E IC PARTNERS, INC. ATTEST:
By: / By: �1
Rob Hunden Name: Laura SportieiVo
President Title: Marketing Coordinator
Date: B/16/202H
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement — Exhibit A Page 11 of 14
EXHIBIT A
SCOPE OF SERVICES
Hunden Partners will complete a market demand, financial feasibility, and economic impact study of a
new headquarter hotel adjacent to the Fort Worth Convention Center with its currently proposed changes
in Fort Worth to the Center. In 2019, a study completed by Hunden recommend a second headquarter
hotel be built to support the Center. Since then a global pandemic forced shifts in the meetings industry
as well as changes to the planned Center expansion, thus the client (City) wants to revisit the possibility
of a new headquarter hotel, and current market realities.
Scope
• Task 1— Project Kickoff Orientation
• Task 2 — Fort Worth Convention Center Historical & Projected Performance Review
• Task 3 — Economic, Demographic and Tourism Analysis
• Task 4 — Competitive Convention Hotel Package Market Analysis
• Task 5 — Local Hotel Market Analysis
• Task 6 — Case Studies and Best Practices
• Task 7 — Recommendations, Cost Estimates and Layouts
• Task 8 — Demand and Financial Projections
• Task 9 — Economic, Demographic and Employment Impact Analysis
Milestones and Deliverables
■ Project Kickoff— Once the contract has been signed and delivered, Hunden will be available
to meet with the City to discuss specific needs of the project and set up check -in calls and
other milestones. If required, the parties agree to amend this Agreement to include additional
deliverables and milestones, as needed.
■ Site Visit/Local Discovery — Members of Hunden key personnel will travel to Fort Worth to
conduct an in -person kickoff trip with the Client, conduct stakeholder meetings and
interview, site tours and tours of surrounding generators.
■ Check in Calls/Circle Back calls
■ Market Findings deliverable presentation — At the completion of Task 7, Hunden will present
a power point style deliverable of market findings electronically to the Client.
■ Draft Report Deliverable — Hunden will complete all financial and impact modeling
elements of the scope of work and compile the results into a PowerPoint style draft analysis
of its financial outputs, which will be presented to the Client electronically for review and
comment.
■ Finalized Deliverable — After receiving comments from the Client on the draft analysis,
Hunden will finalize the report of recommendations for the Client and issue its final
PowerPoint-style analysis.
Timeline
• Market Findings — approximately six weeks after the following have occurred: contract
authorization, receipt of initial kickoff payment, completion of in -person site visit and
coordination of Client availability for the market findings presentation.
• Draft Analysis — approximately four weeks after delivering Market Findings
• Final Analysis — Approximately two weeks after receiving Client comments on the draft
Overall timeline to be 12 weeks, assuming prompt Client responses and availability.
Professional Services Agreement — Exhibit A Page 12 of 14
EXHIBIT B
COMPENSATION
Hunden will perform the services outlined above for a lump sum fee of $88,000.00, inclusive of research and travel
expenses for one (1) in -person site visit.
Hunden will bill the Client according to the following schedule:
■ Kickoff invoice to begin work: $24,000.00 (September 2024)
■ Market Findings: $24,000.00 (After October 2024)
■ Submission of draft analysis: $20,000.00
■ Submission of final analysis: $20,000.00
Cost Estimates and Layouts: Hunden will collaborate with TVS, the City's architect under a separate
contract and TVS will be responsible for developing preliminary cost estimates and conceptual plans for
the recommended hotel program. The work performed by TVS shall be paid directly by the City and is
not included in the fee set forth above.
Professional Services Agreement — Exhibit B Page 13 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
HUNDEN STRATEGIC PARTNERS, INC.
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City and
Vendor are entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Robin Hunden
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title:
Date:
Professional Services Agreement — Exhibit A Page 14 of 14