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HomeMy WebLinkAbout066064 - General - Contract - Hunden Strategic Partners, Inc.City Secretary Contract No. 66064 FORT WORTH,,,.., VENDOR SERVICES AGREEMENT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 Hunden Strategic Partners, Inc. ("Vendor"), an Illinois 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. Vendor agrees, with good faith and due diligence, to complete a Hotels Impact Study, to model the market impact of adding new headquarters hotel supply in support of the Fort Worth Convention Center (FWCC) expansion. 2. Term. This Agreement begins immediately upon final execution by the City ("Effective Date") and expires on September 30, 2027 ("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 $75,000.00 fee shall be paid in accordance with the proposed fee schedule. The Vendor must provide the city with an invoice to be paid. Invoices must be submitted to Supplierinvoicesnfortworthtexas.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. 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. 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 Vendor Services Agreement Page 1 of 16 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 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 Vendor Services Agreement Page 2 of 16 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. 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, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARA CTER, WHETHER REAL OR ASSERTED, FOR EITHER PR OPER TYDA MA GE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEA TH, 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 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 Vendor Services Agreement Page 3 of 16 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. (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 Vendor Services Agreement Page 4 of 16 $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. (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. Vendor Services Agreement Page 5 of 16 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: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Rob Hunden President & CEO Hunden Strategic Partners, Inc. 213 W. Institute Place, Suite 707 Chicago, IL 60610 14. Solicitation of Employees. 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. 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. Vendor Services Agreement Page 6 of 16 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 Party'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. 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 Nationality Act. Vendor must verify the identity and employment eligibility Vendor Services Agreement Page 7 of 16 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 Pre -Existing Intellectual Property." 27. Signature Authority. 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. Vendor Services Agreement Page 8 of 16 28. Change in Company 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 Boycott 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 16 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: Dianna Giordano (Oct 20, 2026 13:11:51 CDT) By: Name: Title: Date: Dianna Giordanno Assistant City Manager 10/20/2026 APPROVAL RECOMMENDED: By: Cynthia Serrano (Oct 14, 2026 11:27:35 CDT) Name: Cynthia Serrano Title: Director, Public Events ATTEST: as AFONT nC 0Foe� d°per' X9.10 CSR. pdaynnEXP�+o�' By: Name: Jannette Goodall Title: City Secretary VENDOR: HUNDEN STRATEGIC PARTNERS, INC. By: Name: Title: Date: W V %n' fCcuu eiv Robin Hunden (Oct 7, 2026 15:39:38 CDT) Rob Hunden President & CEO 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: Michael Crum (Oct 14, 2026 07:04:51 CDT) Name: Michael E. Crum Title: Deputy Director, Public Events APPROVED AS TO FORM AND LEGALITY: By: Name: Title: Taylor Paris Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 16 EXHIBIT A SCOPE OF SERVICES Hunden Partners will perform a hotel impact study, which will model the market impact off adding new headquarters hotel supply in support of the Fort Worth Convention Center expansion. This engagement will answer the question that is most important to the future of FWCC and its participating hoteliers: as new hotels are added to the market , how will the Fort Worth hotel market perform under each development scenario? Hunden will apply our robust, decades -long experience studying these properties to this effort in order to provide the Client with an accurate picture of how the Fort Worth hotel market may change due to the delivery of one or multiple new HQ hotel properties. Hunden will consider the following projects in its analysis: • FWCC expansion, • New Stockyards hotel, • Omni expansion, and • New HQ hotel on Commerce Street. SCOPE OF WORK Hunden's work process will be organized as follows: TASK 1— Kickoff and Discovery TASK 2— FWCC Analysis TASK 3 — Hotel Market Analysis TASK 4— Case Studies TASK 5— Hotel Demand and Compression Model TASK 6 —Implications and Recommendations Project Timeline Hunden anticipates completing the above items within eight (8) weeks, depending on Client availability, responsiveness, and receipt of all requested data and materials from the Client. The following timing aligns with key process milestones: • Draft deliverable: Approximately six (6) weeks after the following occurred: contract authorization, completion of virtual kickoff call, receipt of kickoff payment, and receipt of all requested data and materials. Final deliverable: Approximately two (2) weeks after delivery of the Draft and receipt of comments from the Client. Vendor Services Agreement Page 11 of 16 METHODOLOGY TASK 1: Project Kickoff and Discovery Hunden will conduct an initial virtual kickoff meeting with the Client team to confirm project objectives, schedule, and data needs. Hunden will prepare a data request memo to collect all available materials from the Client. As appropriate to the analysis, Hunden will conduct interviews with Project stakeholders approved by the Client. Orientation and coordination meetings will be conducted with other partners already engaged by the Client on the Project, if applicable. Hunden will: • Obtain information and data from the City of Fort Worth, FWCC management, Visit Fort Worth, representatives of the Omni Fort Worth Hotel, prospective hotel developers, relevant city staff, and any other stakeholders the Client deems appropriate. • Gather and analyze data relevant to the Project, including the known proposed hotel projects: the Omni expansion, new HQ hotel on Commerce St., and new Stockyards hotel. In order to complete the scope of work outlined above, Hunden will require access to all proposed hotel conceptual plans, program, demand assumptions, proformas, and project timing along with updated recent FWCC demand, financial, lost and prospect business data. Access to this information is necessary in order to start the analysis. TASK 2: FWCC Analysis Hunden will assess the performance of the FWCC to understand historical and current demand. We will assess any current supportive hotels and room night data to understand current hotel demand generated by the convention center. Hunden will review what Fort Worth has been able to host in the past and what the Client and its partners believe could be induced in the future with FWCC's Phase II expansion and new headquarters hotel(s), including anticipated incremental room night demand associated with the expansion and new HQ hotels. Historical Performance. Hunden will update its analysis of historical events, attendance, and room night demand for the FWCC. Existing, past, and prospect business will help estimate future demand for room nights at new headquarters hotel(s). Hunden will identify potential gains in group activity due to the FWCC expansion and new hotel(s), based on this data and interviews with the Client, hotel management, and prospect development partners. Lost Business. Hunden will also update its lost and prospect business analysis that considers Vendor Services Agreement Page 12 of 16 event types that cannot be currently hosted due to lack of convention space, inadequate hotel room inventory, and number of hotels required for adequate walkable room blocks. This analysis will help Hunden determine future demand opportunities upon the completion of the FWCC expansion and delivery of additional HQ hotel supply. TASK 3: Hotel Market Analysis Competitive Set. Hunden will analyze the local market to determine the competitive set of hotels serving the convention center and the Stockyards. Hunden will consider location, size, quality, age, brand, concept, and amenities, among other factors. Competitive Set Performance. Utilizing data from CoStar, Hunden will analyze occupancy, average daily rate (ADR), and Revenue per Available Room (RevPAR), including performance by year, month, and day of week, as well as unaccommodated demand. Hunden will analyze how new hotels have been absorbed into the market and how any additions or renovations have impacted the performance of the hotel market. Hunden will also evaluate market segmentation between transient and group demand. Proposed and Under Construction Projects. Hunden will analyze relevant hotel projects underway or planned and consider those as part of the future competitive supply. Knowland Database Assessment. Hunden has access to the Knowland database of meetings activity occurring in many markets and can assess data about meetings and events occurring at competitive conference/convention hotels in Fort Worth. We will access this data as available and relevant to understand the level and type of business occurring at competitive hotel properties. Interviews. Hunden will interview Visit Fort Worth and competitive set hotel management to understand what business is currently being accommodated and the type of business that they believe maybe going to other markets due to meeting space availability, room supply, cost, and other issues. These interviews are critical to a true understanding of the market beyond what historical statistics show and portend. TASK 4: Case Studies Hunden will provide profiles of relevant case study developments to better understand their components and reasons for success, or lack thereof. We have completed deep analytics on the impact of development of HQ hotels in other markets and will provide this data and analysis of relevant case studies. The analysis will include: Vendor Services Agreement Page 13 of 16 • Location, • Related convention center function space, • Headquarters hotel(s) room count, • Headquarters hotel(s) function space breakdown, • Headquarters hotel(s) amenities, and • Performance of the competitive primary set and secondary sets of hotels, as information is available. Implications. Based on the hotel market and case study analysis, Hunden will provide a summary of implications for how the Fort Worth hotel market may respond to one or more new HQ hotels. This will include implications on how the proposed HQ hotel(s) may drive demand and pricing power for the rest of the Fort Worth hotel inventory. TASK 5: Hotel Demand and Compression Model Demand. Hunden will update its model for the FWCC that estimates events by event type and attendance and will translate this projected demand into estimates of incremental room night demand. Hunden will also characterize the effect of this estimated incremental demand on room block sizing. Hunden will also evaluate proposed Stockyards development plans to estimate incremental room night demand over time due to this additional development. Compression Model. Hunden will buildacompression model across the defined competitive set(s), calibrated to the demand baseline to determine incremental room night demand and primary location of this incremental demand. This model will outline incremental demand/occupancy and ADR for proposed HQ hotels and the competitive set(s) in order to estimate new HOT taxes. Hunden's compression model will consider the impact and projected outcome of the following projects: • FWCC expansion, • New Stockyards hotel, • Omni expansion, and • New headquarters hotel on Commerce Street. Hunden will work with the Client to determine the appropriate scenarios to model. Vendor Services Agreement Page 14 of 16 TASK 6: Implications and Recommendations Through its analysis and compression model, Hunden will summarize the implications and market impacts associated with the addition of one or more of the proposed HQ hotels. Our thorough analysis of the market, FWCC positioning, competitive hotel analysis, and results from comparable case studies will make recommendations for the City's next steps. Vendor Services Agreement Page 15 of 16 EXHIBIT B PAYMENT SCHEDULE Hunden Partners proposes completing the assessment for a lump -sum fee of. $75,000.00 Hunden will bill the Client an initial kickoff invoice for $20,000.00 to begin work. The remaining fees will be billed in equal installments of $27,500.00 upon delivery of the Draft and Final Analysis. No travel is assumed as part of this assignment. Requested travel will be arranged in coordination with the Client and billed separately at cost without markup. The vendor must provide the city with an invoice to be paid. Invoices must be submitted to Supplierinvoices@fortworthtexas.gov and include a valid Purchase Order number as provided by the city. Please copy Andrea. wiones@fortworthtexas.gov on the invoice submission. 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 16 of 16 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Hunden Strategic Partners Subject of the Agreement: Vendor services agreement to complete an independent market and financial feasibility analysis of a proposed headquarters hotel development on Commerce Street in downtown Fort Worth. The proposed development by Matthews Southwest. 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 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 09/30/2027 If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following 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.