HomeMy WebLinkAboutContract 6368163681
City Secretary Contract No.
FORT WORTH,
4'� -
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and The Superlative Group, Inc. ("Vendor"), an Ohio
corporation and 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. Consultant agrees, with good faith and due diligence, to complete a
Naming Rights valuation study for the Fort Worth Convention Center, which is set forth in more detail in
Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins immediately upon execution ("Effective Date") and expires
on September 30, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Term").
Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Seventy -Five Thousand Dollars and No Cents
($75,000.00). The $75,000 fee shall be paid in two (2) installments. The first installment shall be paid to
Vendor in the amount of Thirty -Seven Thousand Five Hundred Dollars and No Cents ($37,500) upon
execution of this Agreement. The second installment shall be paid to Vendor in the amount of Thirty -
Seven Thousand Five Hundred Dollars and No Cents ($37,500) upon delivery by Vendor of the final draft
of the valuation report in relation to the Fort Worth Convention Center (the "Valuation Report"). The
Vendor must provide the City with an invoice in order to be paid. Invoices must be submitted to
Supplierinvoices(&fortworthtexas.2ov and include a valid Purchase Order number as provided by the
City.
3. The vendor will not perform any additional services or bill for expenses incurred for the City
not specified by this Agreement unless the City approves in writing the additional costs for such services.
City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City
first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 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, 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.
OFFICIAL RECORD
Vendor Services Agreement Page 1 of 12
CITY SECRETARY
FT. WORTH, TX
4.3 Duties and Obligations of the Parties. If this Agreement is terminated prior to the
Expiration Date, City will pay Vendor for services 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 will 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 or data
as a requirement to perform services hereunder, Vendor will 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 will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
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 marked Confidential
or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
5.4 Unauthorized Access. Vendors must store and maintain City Information in a
secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. 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 records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. The Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will provide an adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. The City will give
Vendor a reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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
Vendor Services Agreement Page 2 of 12
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, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between the City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. The Vendor will 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 contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL 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, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) 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 VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will 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 will 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 will 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 will fully participate and cooperate
with City in defense of such claim or action. The City agrees to give Vendor timely written
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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 will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
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 will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or 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.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If the City grants consent
to an assignment, the assignee will execute a written agreement with the City and Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must 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 Services 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 will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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 of the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. It is acceptable if coverage meets all other requirements.
Claims must be 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must name
City as an additional insurance thereon, as its interests may appear. The term City
includes its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The Vendor shall submit a Waiver of Subrogation to include general liability
and auto liability policies in favor of the City. The Vendor shall FULLY
INDEMNIFY, DEFEND and HOLD HARMLESS the CITY from any workers
compensation claims while on City property under this agreement and the Vendor
waives its right to subrogate and/or recoup monetary damages from any workers
compensation claims; and
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, 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.
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(e) Any failure on the part of the City to request required insurance documentation
will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will 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 will 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 must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, 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 will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth
Kyle Canter
Attn: Assistant City Manager
Chief Operating Officer
100 Fort Worth Trail
The Superlative Group, Inc.
Fort Worth, TX 76102-6314
2843 Franklin Blvd.
Facsimile: (817) 392-8654
Cleveland, OH 44113
0: (216) 592-9400 ext. 102
With copy to Fort Worth City Attorney's Office at
M: (440) 221-5382
same address
14. Solicitation of Emvlovees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. 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 does 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.
17. Governing Law / Venue. This Agreement will 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 will 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 will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will 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 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 will not be employed in the interpretation of this
Agreement or Exhibits A or B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
Vendor Services Agreement Page 7 of 12
24. Warranty of Services. Vendor 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 an event, at Vendor's
option, Vendor will either use commercially reasonable efforts to re -perform the services in a manner that
conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product") with the
exception of any Vendor Pre -Existing Intellectual Property contained in, or used to create, the Work
Product. Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret
and other proprietary rights in and to the Work Product (with the exception of any Vendor Pre -Existing
Intellectual Property contained in, or used to create, the Work Product). Ownership of the Work Product
(with the exception of any Vendor Pre -Existing Intellectual Property contained in, or used to create, the
Work Product) will 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 (with the exception of any Vendor Pre -Existing Intellectual Property contained in, or used to create,
the Work Product) will 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 (with the exception of any Vendor Pre -Existing
Intellectual Property contained in, or used to create, the 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 said 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. Notwithstanding anything to the contrary herein, this
Agreement does not constitute and shall not be construed as constituting the transfer or assignment of any
proprietary information from Vendor to City. Vendor shall retain the ownership rights to all proprietary
information that it owned (in whole or in part) prior to entering into this Agreement, including, but not
limited to, trade secrets, technology, formulas, calculations, algorithms, or information pertaining to
customers and pricing (collectively, "Vendor Proprietary Information"), including any Vendor Proprietary
Information contained in, or used to produce, the Work Product. In addition, this Agreement does not
constitute and shall not be construed as constituting the transfer or assignment of any intellectual property
from Vendor to City, unless set forth otherwise in this Agreement. Vendor shall retain ownership right,
title, and interest to all intellectual property that it owned (in whole or in part) prior to entering into this
Agreement, including, but not limited to, copyrights, patents, trademarks, and services marks (collectively,
the "Vendor IP"), including any Vendor IP contained in, or used to produce, the Work Product. For purposes
of this Agreement, Vendor Proprietary Information and Vendor IP shall be known collectively as "Vendor
Vendor Services Agreement Page 8 of 12
Pre -Existing Intellectual Property."
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
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. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. The Vendor must 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 Vendor or authorized official must sign the letter. A
letter indicating changes in a company name or ownership must be accompanied by supporting legal
documentation such as an updated W-9, documents filed with the state indicating such a change, copy of
the board of directors' resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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, "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.
31. 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.
(Signature page follows)
Vendor Services Agreement Page 9 of 12
City Secretary Contract No.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
Cy I M1911"IM IA11113AM
By:
Name:
Jesica L. McEachem
Title:
Assistant City Manager
Date:
07/18/2025
APPROVAL RECOMMENDED:
By: Michael Crum (Jul 12, 2025 08:16 EDT)
Name: Michael E. Crum
Title: Director, Public Events
ATTEST:
9Foe>°nad
4F k a
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P-° 0
By. A ,Jc�t$—�SCs. °anynia°t`�x'asga
Name: an�oodall
Title: City Secretary
VENDOR:
THE SUPERLATIVE GROUP, INC.
An Ohio corporation
Kyle Caner
By: 09:50 CDT)
Name: yle Canter
Title: Chief Operating Officer
Date: 07/01 /2025
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. ht Il t 1, 2023M.01 CGT)
Name: n rea n
Title: Assistant Director, Public Events
APPROVED AS TO FORM AND LEGALITY:
� 5�
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: 2025-1321104
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 12
EXHIBIT A
M011]9BEOW11:AL[a]Oki
The Naming Rights and sponsorship industry is continually changing. The Superlatives Group
approach challenges the outmoded belief that sponsorships are sold primarily by intangibles.
Superlative uses an impressions -based valuation methodology that employs real world values that
can be later justified in a sales pitch. Superlative has global reach & resources, completes projects
on time and on budget, and increases visibility & revenue for their clients.
1. Phase I — A team of valuation specialists identify and value all the assets that the Fort Worth
Convention Center has available to generate revenue. The valuation process includes
Quantitative analysis, Qualitative analysis, Contract & Policy analysis and Industry
Benchmarking.
Project Timeline
Phase I — Valuation
• Weeks 1-4 Kickoff Meeting and Site Visits and Gathering of Preliminary Information
• Weeks 5-8 Receipt and Review of Initial Information, Development of Asset Database,
and Qualitative Assessment of Naming Rights and Sponsorship Asset Value
• Weeks 9-12 Contract Review, Executive Review and Delivery of Draft Valuation
Report
Professional Services Agreement Page 11 of 12
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
1. Total Compensation. Total compensation under this Agreement will not exceed Seventy -Five
Thousand Dollars and No Cents ($75,000.00) for all Services performed, including the total of
the Vendor's fee and all reimbursable expenses.
As stated in Section 2 of this Agreement, the $75,000 fee shall be paid in two (2)
installments:
• Thirty -Seven Thousand Five Hundred Dollars and No Cents ($37,500) upon
execution of this Agreement; and
• Thirty -Seven Thousand Five Hundred Dollars and No Cents ($37,500) upon
Vendor's delivery of the final draft of the Valuation Report.
The vendor must provide the city with an invoice in order to be paid. Invoices must be
submitted to Supplierinvoices@fortworthtexas.gov and include a valid Purchase Order
number as provided by the city.
The vendor will not perform any additional services or bill for expenses incurred for the
City not specified by this Agreement unless the City approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
Vendor Services Agreement Page 12 of 12