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HomeMy WebLinkAbout064826 - General - Contract - Cowtown Concessions, Inc.City Secretary ContractNo. � " ��� ��� ��THo PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL 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 Dianna Giordano, its duly authorized Assistant City Manager, and COWTOWN CONCESSIONS, INC. ("Vendor"), a domestic for-profit Texas corporation, and acting by and through Steve Murrin, its duly authorized President & Director, each individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A— Scope of Services; 3. Exhibit B— Price Schedule; and Exhibits A, B and C, 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, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. ScoUe of Services. Vendor will provide all-inclusive special event venue and planning services, including parking, catering, decor, AVI, state presentation, western venue design, table and guest mapping. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the tertns and conditions of this Agreement control. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and sha11 expire after one year ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to five (5) one-year renewal options, at City's sole discretion. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule. Tota1 payment made under this Agreement for the first year by City shall be in an amount up to One-Hundred Thousand Dollars ($100,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City Professional Services Agreement Cowtown Concessions, Inc. flFFICIAL RECORD CITY SECRETARY Page 1 of 14 FT. WORTH, TX City Secretary Contract No. 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. 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 shall 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. 43 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with 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 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 confdential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibiliry of Seller 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. 5.3 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 ar integrity of any Professional Services Agreement Cowtown Concessions, Inc. Page 2 of 14 City Secretary Contract No. 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. Ri�ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, 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 elecironic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall 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. 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 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 off'icers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. 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 City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor 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 subVendor. Liabilitv and Indemnification. 8.1 LIABILITY- VENDOR 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, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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 ANYAND 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 OR EMPLOYEES. Professional Services Agreement Cowtown Concessions, Inc. Page 3 of 14 City Secretary Contract No. 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 shall 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 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 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 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 shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software andlor 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 Subcontractin�. 9.1 Assi�nment. 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 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. Professional Services Agreement Cowtown Concessions, Inc. Page 4 of 14 City Secretary Contract No. 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 Covera�e 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 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 wark 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 Liabiliry (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 Requirements (a) The commercial general liability and automobile liability policies sha11 name City as an additional insured thereon, as its interests may appear. The term Professional Services Agreement Cowtown Concessions, Inc. Page 5 of 14 City Secretary Contract No. 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 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 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 City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (� 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 Re�ulations. 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 locallaws, 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, subVendors 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 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: Professional Services Agreement Cowtown Concessions, Inc. To VENDOR: Page 6 of 14 City Secretary Contract No. City of Fort Worth Cowtown Concessions, Inc. Attn: Dianna Giordano, Assistant City Manager Philip Murrin, President & Director 100 Fort Worth Trail 500 NE 23ra Street Fort Worth, TX 76102 Fort Worth, TX 76164 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Vendor 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 of advertisement of employment by either party. 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 shall not constitute a waiver of City's or Vendar'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. Severabilitv. 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 Maieure. City and Vendor sha11 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 farce 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. Headin�s 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 and revised this Agreement and that the normal rules of construction to the effect that any Professional Services Agreement Cowtown Concessions, Inc. Page 7 of 14 City Secretary Contract No. ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 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. Entiretv of A�reement. This Agreement, including Exhibits A, B and C, 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 contemparaneous 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. Warrantv of Services. Vendor warrants that its services will be of a high 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. 26. Immigration Nationalitv 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation far 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. 27. Ownershiq of Work Product. 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. Professional Services Agreement Cowtown Concessions, Inc. Page 8 of 14 City Secretary Contract No. 28. Si�nature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal autharity 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 is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Companv Name or Ownership. Vendor shall notify 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 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. 30. 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 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or seroices 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, 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 contract. 31. Prohibition on Bovcottin� Ener�v Comuanies. Vendor 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification 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, Vendor certiiies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification 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 "%rearm 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 Professional Services Agreement Cowtown Concessions, Inc. Page 9 of 14 City Secretary Contract No. of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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 frearm trade association during the term of this Agreement. 33. Electronic Si�natures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same farce 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Professional Services Agreement Cowtown Concessions, Inc. Page 10 of 14 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: ��UV��� Dianna Giordano (Mar 3, 2026 09:12:33 CST) IVame: Dianna Giordano Title: Assistant City Manager vate: 03/03/2026 , 2026 APPROVAL RECOMMENDED: BY� /-�� �';w✓.� IVame: Kristen Smith Title: Human Resources Director ATTEST: By: A ( � c(��, I�Iame: Jannette Goodall Title: City Secretary VENDOR: COWTOWN CONCESSIONS, INC. Date: February 18, 2026 By: /���%�G�ju' i i G�GZ2./�L Name: Philip Murrin Title: President & Director 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: ��u� ����t 0 IVame: Kayla Scott Title: Human Resources Manager, Organizational Development APPROVED AS TO FORM AND LEGALITY: 9 �nn By' �1���Y ,� oF F�RT�aa �,,o o�p Name: Keanan Matthews Hall a�o � d pc; o ��i; Title: Sr. Assistant City Attorney °�Q*�oo o°�d a�bb nEXoSqp CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Cowtown Concessions, Inc. Page 11 of 14 EXHIBIT A SCOPE OF SERVICES 1. General Requirements 1.1 The Vendor shall provide all labor, equipment, materials, and facilities necessary to host events for up to 500 attendees. 12 Services shall include, but are not limited to: a. Venue rental, setup, and breakdown b. Audio/Visual equipment provision and technical support c. Food and beverage service, including catering staff and meal preparation d. Event coordination, logistics management, and on-site supervision e. Parking and accessibility accommodations for attendees 2. Performance Standards 21 The Vendor shall meet the following measurable performance standards: a. Cleanliness: Venue, restrooms, and equipment shall be maintained in a sanitary and presentable condition at all times. b. Setup and Timeliness: All deliveries, setups, and breakdowns shall meet the event schedule as agreed upon with the City. c. Audio/Visual Quality: All equipment shall function properly, providing clear sound and visuals without distortion. d. Response Time: Vendor shall provide on-site or on-call support within fifteen (15) minutes of notification for technical or service issues. e. Food Service: Meals shall comply with applicable health and safery standards and be professionally presented. 3. Venue Requirements 3.1 The Vendor shall ensure the venue meets the following minimum requirements: a. Compliance with City of Fort Worth Administrative and Mechanical Codes (Chapter 7, Code of Ordinances) b. Full ADA Accessibiliry for facilities, restrooms, and parking c. Safe occupancy for up to 500 attendees in accordance with iire codes and restroom capacity d. Adequate HVAC systems in indoor venues to maintain comfort per Texas Property Code, Chapter 92 e. Provision of free on-site parking for all event attendees 4. Audio/Visual (A/V) Requirements 4.1 The Vendor shall provide A/V equipment and support meeting the following standards: a. Minimum of two (2) microphones (handheld or lapel) b. Projector and screen suitable for the audience size c. Speaker system delivering clear and even sound distribution d. Technician support on-site or on-call during the event e. Complete testing and setup prior to the event start time 5. Catering Requirements 5.1 The Vendor shall provide catering services in accordance with the following: a. Service type (buffet or plated) as specified in the event quote b. Professional, uniformed staff with valid food handling certifications c. Safe preparation, storage, and handling of food in compliance with Texas Department of State Health Services regulations d. Menu flexibility to accommodate dietary restrictions and event needs, when requested by the City Professional Services Agreement Cowtown Concessions, Inc. Exhibit A Page 12 of 14 City Secretary Contract No. 6. Pricing and Deliverables 6.1 The Vendor shall submit pricing in one or more of the following formats as requested by the City: a. Per-person rate (inclusive of food, setup, and service) b. Per-event rate (flat rate based on defined deliverables) c. Hourly rate (for A/V or technical support, as applicable) 62 For each event, the Vendor provides: a. Detailed quote outlining pricing, inclusions, and service standards b. Confirmation of compliance with all applicable City and State codes c. Event timeline and setup plan d. Contact information for on-site event manager and technical support 7. Compliance 7.1 All services provided under this Agreement shall comply with: a. City of Fort Worth Administrative and Mechanical Codes (Chapter 7) b. Texas Property Code, Chapter 92 c. Americans with Disabilities Act (ADA) d. Applicable health, fire, and safety codes 7.2 Failure to comply with these requirements may result in contract termination ar disqualification from future services. Professional Services Agreement Cowtown Concessions, Inc. Exhibit A Page 13 of 14 EXHIBIT B PRICE SCHEDULE 1. Pricing Determination Prices for services provided under this Agreement shall be determined based on the specific requirements of each event, including but not limited to: • Number of attendees • Venue rental and setup requirements • Audio/Visual equipment and technical support • Catering type and service level • Event duration and staffing needs 2. Price Quotes Prior to any purchase or event, the Vendor sha11 provide a detailed written quote to the City, including: • Itemized pricing for all requested services • Any applicable per-person, per-event, or hourly rates • Confirmation that quoted prices comply with this Agreement and all applicable standards 3. City Approval No services shall be rendered or paid for until the City has reviewed and approved of the event-specific quote. The approved quote shall serve as the basis for purchasing orders invoicing and payment. Professional Services Agreement Cowtown Concessions, Inc. — Exhibit B Page 14 of 14 FORTWORTH� CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instilictions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Infoi•mation Requesting Department: Name of Contract Manager: Departmental Attorney: Item or Service sought: Human Resources Kayla Scott Keanan Matthews All inclusive Venue for Special Events Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service: CSC or Purchase Order #: Amount: Projected M&C Date: ❑ � 100,000.00 Cowtown Concessions aka River Ranch Yes � CSC 62677 32,549.60 N/A No ❑ How will this item or service be used? All inclusive Special Event Venue and planning services- including pat•king, catering, decor, avi, stage presentation, western venue design, table and guest mapping Has your department started a requisition or otheitivise contacted the Purchasing Division related to obtaining this good/seivice? Yes ❑ No � If yes, please provide i•equisition number or brief explanation of contact with Purchasing Division: N/A Page 1 of 7 Section 2: Claimed �xemntion and JustiCcation (Other than sole sourcel NOTE: For sole-source exemption requests, complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (sta��ting on page 5) for detailed information about comrnon exemptions: � A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinety, equipment, or other property; � A procurement for personal, professional, or planning services; � A procurement for worlc that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or tlu•ough special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authot•ized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the constr•uction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established uuder Chapter 391; ❑ Seivices performed by blind or severely disabled persons; ❑ Goods ptuchased by a municipality for subsequent retail sale by the municipality; Page 2 of 7 ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to eYplain why you believe the eYemption applies to tl�e purchase. You may also attach documentation to this form. The City of Fort Worth's Milestone Luncheon is held to recognize and celebrate employee milestone amliversaries and their unwavering commitment to public service. Cowtown Concessions, Inc., is a fiill-service catering and event planning company. Cowtown Concessions was selected to cater and support this event because they offer an all-iuclusive pacicage that meets the City's needs for catering, audio and video setup, and event space for 450-500 attendees. Their services pt�ovide a seamless solution, including quality food, professional service, and technical support in one coordinated pacicage. Event planning and cateriiig coordination require specialized expertise, creativity, and professional judgment tailored to the unique needs of each event. These services often include menu design, venue layout, logistics coordination, vendor management, and guest experience planning, which are activities that are inherently professional and planning-oriented rather than commoditized. Because the success of such services depends on the provider's experience, slcill, and professional discretion rather than simply on price, Cowtown Concessions, Inc. would fall within the "professional or planning services" exemption under Chapter 252. In addition, the venue's style and presentation reflect Fort Worth's Western culture and community pride. Cowtown Concessions' local experience, reliability, and cost-conscious approach ensure the event remains within budget and upholds the City's standards of excellence, providing a fitting setting to honor employees for their dedication and contributions. Their proven success with large-scale City functions, memi variety, and Page 3 of 7 pi•ofessionalism fi►rther reinforce their selection as the ideal partner for this celebration. , - .� +,, " t'' - �_ '�' ` '� ' `� �.�� + F� i� ' � � � �t "'i��'M '' r � , �` ri � � �.-�� � .� �� w . „ ; '., �. r, . r� • � ., V ; � � . :: � �. � " .. � .� , :� ; � Section 3: Claimed Sole-Source �xemntion and Justification NOTE: For all non-sole-source exemption requests, complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to suppoi�t its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about cornmon exemptions: ❑ items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; ❑ films, manuscripts, or books; ❑ gas, water, and other utility services; ❑ captive replacement parts or components for equipment; ❑ books, papers, and other library materials for a public library that are available only fi•om the persons holding exclusive distribution rights to the materials; and ❑ management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or ser•vice is only available fi•om one source? Page 4 of 7 Click or tap here to enter text. Attach screenshots and provide an explanation of any independent research you conducted, tl�rough internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that coi-�oborate that the item is available only fi�om a single source. Click or tap here to enter text. Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or sei�vice (e.g. compatibility or patent issues, etc.). Section 4: Attornev Determination With the facts provided by the depa��tment, is the use of the claimed exenlption defensible if the City were to be challenged on this purchase? � Yes ❑No. Was there anything attached to this foi•m that was relied on in malcing this determination? ❑Yes �No. If yes, please explain:Click or tap here to enter text. Was there anything not included on this fotm or attached hereto that was relied on in making this determination? ❑Yes �No. If yes, please explain:Click or tap here to enter text. Approved By: /��,���ci� G(%��.�'�rt� Date: 11 / 12/25 Amarna Muhammad / Jessika Williams Assistant City Attorney Page 5 of 7 EXEMPTION FORM PRIMER Below are explanations and examples of comrnon exemptions that could apply to City purchases. If you have questions about tlie information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. • PUBLIC HEALTH & SAFETY - A procw•ement necessaiy to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first-responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage to public machineiy, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. PERSONAL, PROFESSIONAL, OR PLANNING SERVICES Personal services are ones that are unique to the individual providing them. Therefore, personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise definition to follow. While there is no universal deiinition of this term, "several cases suggest that [these types of services are] `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (qzroting Ma�yland Caszralty Co. v. Cray WGlG3• Co., 160 S.W. 2d 102 (TeY. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainrrient and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. SOLE SOURCE — A procurement for items available only fi•om one source This exemption is commonly referred to as the sole source exemption. The fact that the vendor in question has the best price or can meet our timing needs does not make a purchase of a good or service available fi•om only one source. A sole source does not exist solely on the basis of personal or departmental preference or a desire to lceep all units the same brand or malce. The infoirnation needed to support this exemption is documentation showing that Page 6 of 7 no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include (i) service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty and (ii) purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 7 of 7 F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Cowtown Concessions Subject of the Agreement: all-inclusive special event venue and planning services, including parking, catering, decor, AVI, state presentation, western venue design, table and guest mapping N/A N/A M&C Approved by the Council? * Yes ❑ No ❑✓ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ N/A If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If �unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. N/A N/A Effective Date: 02/01 /2026 Expiration Date: 01 /31 /2027 If different from the appv�oval date. If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.