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HomeMy WebLinkAbout066066 - General - Contract - Hunden Strategic Partners, Inc.City Secretary Contract No. FORT WORTH® OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and 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 Market & Financial Feasibility Analysis of a proposed headquarters hotel development on Commerce Street in Downtown Fort Worth. The proposed development submitted by Matthews Southwest. . 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 Eighty Thousand Dollars and No Cents ($80,000.00). The $80,000.00 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 Supplierinvoices(alfortworthtexas.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 18 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 18 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 CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trademark, 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 18 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 18 $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 18 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 18 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 18 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 1-9 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 18 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 18 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: Dianna iinrd nn Or.t 71 7f17F 1I•FR•41) CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 10/21/2026 APPROVAL RECOMMENDED: By: NamdQy gag8 fr2U26 12:31 :23 CDI) Title: Director, Public Events ATTEST: one FaH T nU p moo°°°° °°Naa9pd 0!`8 o.id dVo oip aaan nFx 664ad By: Name: nnette Goodall Title: City Secretary VENDOR: HUNDEN STRATEGIC PARTNERS, INC. By: Name: Wn un t21, Title: President & CEO Date: 10/21/2026 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: a I'.' ) Title: Deputy Director, Public Events APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 18 FXHIRIT A SCOPE OF SERVICES Hunden Partners will perform an independent market and financial feasibility analysis of a proposed headquarters hotel development on Commerce Street in downtown Fort Worth. The proposed development has been submitted by Matthews Southwest. Hunden has an established history of working with the city to evaluate its convention and hospitality infrastructure, including previous studies assessing the need for additional headquarters hotel inventory to support the Convention Center. Hunden understands that the City is seeking an independent, data -driven assessment of the Matthews Southwest development proposal to determine the market -supported scale, appropriate positioning, and financial viability of the proposed Commerce Street headquarters hotel. A central consideration will be understanding how the proposed hotel would perform within the existing competitive environment, as well as under alternative future supply scenarios. The analysis will consider the relationship between the proposed Commerce Street hotel and the Omni expansion, including whether the Project is supported by projected market demand or whether an alternative development program would be more appropriate. Concurrently with this effort, Hunden has been engaged by the City to conduct a separate hotel compression and absorption analysis evaluating the broader market's ability to accommodate planned hotel supply additions. The findings of that analysis will provide valuable context for the Commerce Street feasibility study, particularly with respect to the timing and sequencing of new hotel developments and the market's ability to absorb additional guestrooms without creating undue pressure on occupancy and average daily rates on area hotels. While the two studies will be coordinated to ensure consistency in underlying assumptions and market findings, the Commerce Street engagement will focus specifically on the proposed development's program, demand, and financial feasibility. SCOPE OF WORK Hunden's work process will be organized as follows: TASK 1 — Development Proposal and Project Review TASK 2 — Hotel Market Analysis TASK 3 — Local Competitive Set Analysis — Convention Hotel TASK 4— Competitive Convention and Hotel Package Analysis TASK 5— FWCC Future Business Analysis TASK 6 —Recent Case Studies Task 7 — Recommendations Task 8 — Financial Modeling Task 9 — Impact Modeling Task 10 — Validation of Developer Model Vendor Services Agreement Page 11 of 18 Project Timeline Hunden anticipates completing the above items within nine toten(9-10) weeks, not including ThvingorChiislmasweeks,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 (PowerPoint Style): Approximately seven (7) 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. METHODOLOGY TASK 1: Developer Proposal and Project Review Hunden will review the proposed Commerce Street headquarters hotel development and associated materials submitted by Matthews Southwest to understand the proposed development program, project vision, anticipated market positioning, and preliminary demand and financial assumptions. Hunden will obtain and review relevant information from the City and Developer, including available conceptual plans, development budgets, proposed hotel brand and program, demand assumptions, financial projections, and other supporting documentation. Hunden will evaluate the proposed Project in the context of its location adjacent to the Fort Worth Convention Center (FWCC or Center), the existing downtown hotel environment, and the convention center expansion. This review will consider: • Proposed hotel room count, room mix, quality, and positioning, • Proposed brand affiliation, • Proposed meeting and ballroom facilities, food and beverage offerings, and supporting amenities, • Site configuration, accessibility, connectivity, and relationship to the Center and surrounding downtown assets, • Preliminary development costs, demand and financial projections, and anticipated financing structure, as provided by the Developer, and • Other relevant project components and considerations identified during the review. Hunden will coordinate with representatives of the City, Developer, and other relevant stakeholders, as appropriate, to clarify project assumptions and identify key questions to be addressed through the market and financial feasibility analysis. TASK 2: Hotel Market Analysis Hunden will evaluate the Fort Worth hotel market to understand historical performance, existing and anticipated demand generators, overall market trends, and the opportunity for additional Vendor Services Agreement Page 12 of 18 headquarters hotel inventory in downtown Fort Worth. This task will draw upon the research and demand analysis conducted as part of Hunden's separately contracted hotel compression and absorption study. Hunden will coordinate the findings between the two engagements to establish consistent assumptions regarding the local hotel environment. Local Hotel Market. Hunden will profile the area's existing supply of hotels in Fort Worth. Hunden will utilize industry data sources, including CoStar reports and other available market intelligence, to assess historical and current hotel performance. This analysis will consider trends in hotel occupancy, average daily rate (ADR), revenue per available room (RevPAR), room -night demand, and seasonality. Hotel Supply Pipeline. Hunden will identify and profile proposed, planned, and under -construction hotel developments that may influence future supply and demand dynamics. Particular attention will be given to the Omni Fort Worth Hotel expansion, the proposed White Lodging development in the Stockyards, and other imminent hotel development. Hunden will consider the timing, scale, brand positioning, and potential market implications of these additions. Findings from the separately contracted hotel compression and absorption analysis will be incorporated as appropriate to provide broader context for future hotel market conditions. TASK 3: Local Competitive Set Analysis — Convention Hotel Hunden will identify and evaluate a competitive set of existing hotels in downtown Fort Worth. Competitive properties will be selected based on location, size, quality, brand, age, market positioning, meeting facilities, amenities, and other relevant factors. Competitive Set Profile. Hunden will profile the relevant hotels, documenting key characteristics such as room inventory, meeting and ballroom space, food and beverage facilities, amenities, brand affiliation, and distance to the FWCC. Competitive Set Performance. Using CoStar data and other available industry resources, Hunden will analyze historical operating performance for the competitive set, including: • Occupancy, ADR, and RevPAR, • Monthly and annual room -night demand, • Seasonality and day -of -week performance, • Market segmentation, and • Historical supply additions and related changes in market performance. Hunden will evaluate how existing hotels have performed following previous supply additions or renovations and consider the potential for new hotel development to capture existing demand, accommodate unaccommodated demand, and induce additional visitation. Meetings and Group Activity. Hunden will utilize available meeting and event industry resources, including Knowland, as relevant, to assess the level and type of group business occurring at competitive hotels. Hunden will also conduct targeted interviews with relevant hospitality stakeholders to understand current operating conditions, demand sources, and perceived market opportunities. The analysis will help establish appropriate performance benchmarks and competitive positioning assumptions for the proposed Project. TASK 4: Regional/National Competitive Convention and Hotel Package Analysis Vendor Services Agreement Page 13 of 18 Hunden will evaluate relevant regional and national convention destinations to understand how Fort Worth's current and proposed convention hotel package compares with competing markets. The analysis will consider the importance of convenient, walkable headquarters hotel inventory in attracting and retaining convention and group business. Competitive Regional/National Market Analysis. Hunden will identify a relevant set of competitive convention destinations and evaluate their convention center facility programs, headquarters hotels, and walkable hotels. The analysis will document and compare: • Convention center program, including exhibit, ballroom, and meeting space, • Headquarters hotel inventory, including rooms and function space, • Total convention center walkable hotel room inventory, • Other attributes that influence destination competitiveness for conventions, conferences, and meetings. The headquarter hotel analysis will help establish appropriate program benchmarks for the Commerce Street Project. The findings will provide context for the proposed Project's potential contribution to Fort Worth's overall convention hotel package and ability to compete for additional meetings and convention business. TASK 5: FWCC Future Business Analysis (Shared Work with Compression Study) Hunden will evaluate the future convention and group business opportunity associated with the FWCC, including the implications of planned facility improvements and the addition of headquarters hotel inventory. This task will draw upon the research, interviews, and demand analysis conducted as part of Hunden's separately contracted hotel compression and absorption study. Hunden will coordinate the findings between the two engagements to establish consistent assumptions regarding future convention activity, room -night demand, and hotel supply requirements. • Historical and Future Convention Activity. Hunden will consider the Center's historical event activity, attendance, group room -night production, and business mix, along with potential prospect business resulting from the Convention Center expansion and improvements. • Lost and Potential Business. Hunden will assess the implications of existing hotel inventory limitations, including insufficient walkable room blocks, hotel quality, and availability, on Fort Worth's ability to attract convention and meeting business. The analysis will consider opportunities to recapture lost business and induce additional convention activity with expanded headquarters hotel inventory. • Future Hotel Demand Implications. Hunden will translate the relevant findings into assumptions regarding the potential room -night demand attributable to future convention activity and the proposed Commerce Street hotel. The findings from this task will inform the independent demand and financial projections developed for the Project in Task 8. Primary market -wide absorption modeling and broader hotel supply sequencing analysis will be completed under the separate compression study, with applicable findings incorporated Vendor Services Agreement Page 14 of 18 into this engagement. TASK 6: Recent Case Studies Hunden will identify and profile relevant recent or proposed headquarters hotel developments to better understand development characteristics, financing approaches, resulting market impact (if available), and key factors influencing project success. Case studies will focus on properties and markets with characteristics relevant to the proposed Commerce Street development, including new headquarters hotels developed in conjunction with convention center expansions, public -private development structures, and projects involving significant additions to existing hotel inventory. Hunden will gather information through publicly available sources and may include: • Hotel room count, brand affiliation, ownership and operating structure, • Meeting space, food and beverage facilities, and supporting amenities, • Relationship and connectivity to the adjacent convention center, • Development costs and public/private financing structures, as available, • Available market impacts, and • Key lessons learned and implications for Fort Worth. The case studies will provide real -world context for evaluating the proposed development program, project economics, and public participation considerations associated with the Commerce Street Project. TASK 7: Recommendations Based on the findings of the preceding market research tasks, Hunden will develop recommendations for the Project. Hunden will evaluate the Developer's proposed program against market demand, competitive conditions, convention center requirements, and relevant industry benchmarks to determine whether adjustments to the Project's scale may be warranted. Recommendations will address: • Market -supported hotel room count, • Appropriate brand positioning and chain scale, • Meeting space, food and beverage, and supporting amenity considerations, • Relationship and connectivity to the FWCC, TASK 8: Financial Modeling Hunden will develop an independent market demand and financial feasibility model for the proposed Commerce Street headquarters hotel, based on the market findings and recommended development program established in the preceding tasks. Hunden will determine how the market will absorb the hotel development over time, providing a ten year demand projection. Ultimately the question Hunden will answer is: How will the proposed hotel development perform regarding occupancy, rate, and revenue per available room (RevPAR)? Hunden's approach to answering these questions includes a strong methodology. Hunden will: • Perform a market penetration analysis for the proposed hotel(s) and estimate future roomnight demand, occupancy, and ADR, • Consider competitive market demand growth, induced demand, recapture of demand, and unaccommodated demand based on earlier analysis, • Assess segmentation including, commercial transient, group, and leisure. Vendor Services Agreement Page 15 of 18 • Project demand and rate for both the Project and the competitive set. This methodology will result in a projection of occupancy, rate and Revenue per Available Room (RevPAR) for the proposed hotel for the first ten years of operation. These will then lead to a more detailed pro forma by line item. Based on the projection of demand and applying several assumptions regarding room rates, food and beverage revenue and other items, Hunden will prepare financial projections for the recommended Project. This financial analysis includes the following, based on the Uniform System of Accounts for hotels, commonly accepted throughout the industry: • The model will generate a proforma operating statement that includes the revenue and expense items, including the following: o Revenues: rooms, food and beverage, meetings revenues, parking, and other operated departments, o Department Expenses: direct expenses related to revenues outlined above, o Undistributed Operating Expenses: administrative and general, information and telecommunications, sales and marketing, program fees, property operations and maintenance, and utilities, o Fixed Expenses: property taxes and insurance, and o Other expenses: management fees and reserves for replacement. The financials will be presented on a line -item basis, which will lead to estimates of net operating income or loss by year over a ten-year period. These will then feed a valuation model, as well as a supportable financing model of equity and debt. TASK 9: Impact Modeling Hunden will conduct an economic, fiscal, and employment impact analysis of the new economic activity generated by activity at the Project and the impacts generated from its construction. The following will be projected for the City: • Direct Impact. Based on the analysis, a projection of net new direct spending will be tabulated. New spending is that spending that is new to the community as visitors come to Fort Worth due to an event, spend the night or otherwise spend time or money in the area due to the development and operation of the Project. The net new spending is considered to be the Direct Impact. These Direct Impacts will then circulate in the economy as indirect and induced impacts. • Total Impact will include the net new direct, indirect and induced impacts based on the new spending to the economy. Indirect spending is spending that occurs within a facility to function as a business. So, in assessing a hotel, for example, indirect spending is spending on supplies, cost of goods sold and other spending necessary for the business to function. Induced spending also known as induced consumption, is spending that changes in response to income changes. It is a key part of household consumption and is closely linked to current income. When someone's income increases due to a new or higher -paying job, the person will have more income to spend in the economy. Total impact is a sum of direct, indirect and induced spending. • Fiscal (Tax) Impacts represent the incremental tax revenue collected by the City due to the net new economic activity related to activity occurring as a result of the Project. • Employment Impacts include the incremental or net new employee compensation and supported full-time equivalent employment due to the development and ongoing operations of Vendor Services Agreement Page 16 of 18 the Project. Hunden will use economic impact multipliers, which provides direct and total impacts, from Regional Input -Output Modeling System (RIMS II) to perform the analysis. This input-output model estimates the combined indirect and induced impacts, as well as employment impacts, based on the relevant economy. TASK 10: Review of Developer Model Hunden will conduct an independent review of the financial model and associated assumptions provided by Matthews Southwest for the proposed Commerce Street headquarters hotel and compare those with Hunden's independent model. This task will build upon Hunden's independent market research, development program recommendations, and financial projections completed in the preceding tasks. Hunden will compare the Developer's assumptions and projected results against Hunden's independent findings to identify areas of consistency, material differences, and potential risks. The review will consider, as information is made available by the Developer: • Development Program: Hotel room count, room mix, meeting facilities, amenities, and related revenue -generating components. • Market Assumptions: Projected occupancy, ADR, RevPAR, market penetration, demand segmentation, and stabilization schedule. • Operating Assumptions: Rooms, food and beverage, meeting facilities, and ancillary revenue projections, departmental expenses, undistributed expenses, management fees, and reserves. • Development Costs: Proposed development budget, cost per key, contingency assumptions, and other relevant costs, compared against available industry benchmarks or recent developments. • Financing Assumptions: Proposed sources and uses of funds, anticipated debt and equity participation, and potential public financing requirements, as provided by the Developer. Hunden will identify material variances between the Developer's model and the independent financial analysis, including assumptions that may warrant additional support, clarification, or modification. The assessment will summarize the reasonableness of the Developer's primary assumptions, identify potential areas of risk, and provide recommendations for the City's consideration as it evaluates the proposed development and engages in discussions with Matthews Southwest. The review will be based on the financial information and supporting materials made available to Hunden and will not constitute a financial audit, accounting certification, or verification of projected performance or construction costs. EXHIBIT B PAYMENT SCHEDULE Hunden Partners proposes completing the Scope of work and deliver the report in a PowerPoint style format for $80,000.00 Hunden will bill the Client an initial kickoff invoice for $20,000.00 to begin work. The remaining fees will be billed monthly on a percent complete basis. Vendor Services Agreement Page 17 of 18 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(alfortworthtexas.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 18 of 18 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 II 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 0 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 lI *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. 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