HomeMy WebLinkAboutContract 29350 CITY SECRETARY
CONTRACT NO.
AGREEMENT
1
This Agreement is made effective as of the 1 day of , 2003, by and between
EECU, a Texas non-profit corporation (hereinafter referred to as "EECU"), acting by and
through its duly authorized representative and the City of Fort Worth, a home rule municipal
corporation situated in Tarrant and Denton Counties, Texas (hereinafter referred to as "City")
acting by and through its duly authorized Assistant City Manager, on the terms and conditions
set forth below:
WITNESSETH:
WHEREAS, the City of Fort Worth owns and operates the Fort Worth Convention Center
located at 1201 Houston Street, Fort Worth, Texas (the"FWCC" or"Premises");
WHEREAS, the Fort Worth Convention Center hosts a wide range of events, including
conventions, conferences, corporate meetings, sporting events, concerts, trade shows, banquets,
consumer shows and other events, all of which attract a large number of visitors to the
Convention Center;
WHEREAS, the City of Fort Worth desires to make available Automated Teller Machine
Services, ("ATM's") to visitors and users of the Fort Worth Convention Center;
WHEREAS, the City of Fort Worth desires to utilize the services of EECU to supply
ATM services to it users of the Fort Worth Convention Center at no cost to the City;
WHEREAS, EECU has expertise in the installation and operation of ATMs and is willing
to place ATMs in the Convention Center for the purpose of supplying services to users of the
Fort Worth Convention Center; I�
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EECU AGREEMENT PAGE 1
11-24-03
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter recited, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
Article I
1.01 Placement of ATM's. City hereby grants EECU the exclusive right to place two (2)
ATM's in locations within the Fort Worth Convention Center. Locations shall be
determined by the Director of Public Events for the City of Fort Worth.
1.02 Permits and Approvals. EECU shall be responsible for obtaining any and all required
permits, waivers and approvals that may be necessary for the placement of such ATMs at
the designated Convention Center Locations.
1.03 Compliance. EECU shall comply with all federal, state, and local laws, statutes
including all ordinances, charter provisions, rules and regulations of the City of Fort
Worth; including all rules, regulations and/or requirements of the City of Fort Worth
Police and Fire Departments; in connection with this Agreement and use of said Premises
and any other regulations of any municipal authority of the City of Fort Worth.
EECU will not do or suffer to be done anything on said Premises during the terms of this
Agreement in violation of any such laws, statutes, ordinances, rules, regulations, charter
provisions, directives or requirements. If the City calls the attention of EECU to any
such violation on the part of said EECU or any person employed by or admitted to said
Premises by EECU, EECU will immediately desist from and correct such violation
and/or vacate the Premises.
EECU shall comply with all federal, state, and local laws, statutes including all
ordinances, charter provisions, rules and regulations of the City of Fort Worth; including
all rules, regulations and/or requirements of the City of Fort Worth Police and Fire
Departments; in connection with the this Agreement and use of said Premises and any
other regulations of any municipal authority of the City of Fort Worth.
1.04 Maintenance and Repairs. EECU shall be responsible for all maintenance of the ATM's
including but not limited to Armored Car Service. City agrees to contact EECU within
twenty-four (24) hours of becoming aware of the need for maintenance or repairs.
EECU agrees to respond to such service calls within three (3) business days by arranging
for the appropriate qualified technician to respond to the problem. EECU will be
responsible for the labor charges and expenses including replacement parts and
components necessary in making such repairs.
EECU covenants and agrees that it shall take the FWCC as it finds it. EECU agrees that
it has examined the FWCC prior to the execution of this Agreement and is satisfied with
the physical condition of the premises for the purposes related to this Agreement. EECU
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EECU AGREEMENT `r (� I� PAGE 2
11-24-03
shall restore and yield said FWCC, equipment, and all other properties belonging to the
City back to the City at the termination of this Agreement in good or better condition as
existed at the commencement of this Agreement and in which EECU found them. EECU
will pay the costs of repairing (to its condition immediately preceding the occurrence of
such damage) any damage that may be done to the Premises or any of the fixtures, or
structures by any act of EECU or any of EECU's employees, agents, officers, or anyone
visiting the Premises upon the invitation of EECU. The City and EECU shall mutually
determine whether any damage has occurred, the amount of the damage, the reasonable
costs of repairing the damage, and whether, under the terms of the Agreement, EECU is
responsible. City shall be the sole judge of the quality of the maintenance and/or damage
of the premises, fixtures, or structures by EECU.
Any damage by EECU incident to the exercise of privileges herein granted shall be
repaired or replaced by the EECU to the reasonable satisfaction of the City within thirty
days of receipt of written notification from the City.
City does not relinquish the right to control the management of the FWCC, or the right to
enforce all necessary and proper rules for the management and operation of the same.
City, through its Public Events Director, police and fire personnel and other designated
representatives, has the right to enter and inspect the exterior of the ATM's and perform
all activities necessary for the proper conduct and operation of the FWCC; provided this
shall not authorize or empower City to direct the activities of the EECU or assume
liability for EECU's activities.
1.05 EECU shall be responsible for providing and installing all supplies that are used and
needed by the ATM's at no cost to the City.
1.06 FWCC Space. City shall provide the space for all FWCC locations in which the ATMs
will be located rent-free and will be solely responsible for providing the customary and
routine security currently provided at the FWCC.
1.07 Requirements of ATM Locations. City and EECU agree that the ATMs will be located
in areas within the FWCC that currently provide access to electricity and telephone
cabling. City, at its sole discretion, may provide any other wiring necessary as requested
by EECU. Any additional electrical or utility service required by EECU shall be
furnished at the sole expense of the EECU. EECU must obtain written approval from the
City of Fort Worth Public Events Director prior to placing any permanent utility
improvements on the premises of the FWCC. Any permanent utility improvements shall
become the property of the City. City shall be responsible for all electrical costs
associated with the operation of the ATMs. EECU shall be required to use the City's
exclusive vendor of telecommunication and data services, presently Smart City Networks
for the telecommunication and or data needs of the ATMs.
1.08 ADA and ABA. City shall have the responsibility of ensuring that the FWCC is
compliant with any Americans With Disabilities Act of 1990 ("ADA") and Architectural
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EECU AGREEMENTPAGE 3
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Barriers Act ("ABA") requirements. EECU shall be responsible for meeting any ADA
and ABA requirements for the ATM units.
1.09 ATM Advertising. EECU shall have the right to place signage on the ATMs that identify
that EECU is the owner and operator of the ATMs. EECU shall have no other advertising
rights within FWCC. City shall approve the identification advertising that EECU wishes
to place on the ATMs.
Article II
2.01 Delivery and Installation of ATMs. EECU shall be responsible for the delivery and
installation of the ATMs. Delivery shall be at a time and date agreed to by the City.
2.02 Insurance.
A. EECU will secure and furnish City with a certificate of insurance for coverage and in
an amount specified by standard policies and procedures of the Risk Management
Department of the City during the term of this contract to include, at a minimum, the
following:
Commercial General Liability (CGL)
$ 500,000 each occurrence
$1,000,000 aggregate limit
B. Coverage shall include but not be limited to the following: premises operations,
independent contractors, products/completed operations, personal injury, and
contractual liability. Insurance shall be provided on an occurrence basis, and be as
comprehensive as the current Insurance Services Office(ISO)policy.
C. The City of Fort Worth shall be named as an Additional Primary Insured in the body
of the policy (s), or in an Addendum thereto. Said insurance shall provide coverage
for the claims arising from the condition of the Leased Premises (Facilities) and the
act(s) and omisions(s) of the officers, servants, or employees of the City. City
reserves the right to review and adjust insurance requirements at any time during the
term of this Agreement.
Certificates of Insurance shall be delivered to the City of Fort Worth, Public Events
Department 1201 Houston Street, Fort worth, Texas 76102, evidencing all the
required coverages, including endorsements.
D. The insurers for all policies must be licensed/approved to do business in the State of
Texas and have a minimum rating of ANII in the current A.M. Best Key Rating
Guide or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management.
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EECU AGREEMENT PAGE 4
11-24-03 FT. ;.Off",f U Gila
E. EECU hereby waives subrogation rights for loss or damage against City, its officers,
agents and employees for personal injury (including death), property damage or any
other loss.
F. EECU shall not do or permit to be done anything in or upon any portion of the
Premises, or bring or keep anything therein or thereupon which will in any way
conflict with the conditions of any insurance policy upon the Premises or any part
thereof, or in any way increase the rate of fire insurance upon the Premises or on
property kept therein, or in any way obstruct or interfere with the right of the other
tenants of the Premises, or injure or annoy them.
G. The City may terminate this Agreement immediately upon the failure of EECU to
provide acceptable documentation of insurance as required by this Agreement.
2.03 Indemnification.
EECU AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS
OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST
ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S
BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED BY (i) EECU'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF EECU, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE
CITY) OR SUBCONTRACTORS, RELATED TO THE TERMS OF THIS
AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT
APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF
THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE
CONTRACTORS, AND IN THE EVENT OF .JOINT AND CONCURRENT
NEGLIGENCE OF BOTH EECU AND CITY, RESPONSIBILITY, IF ANY, SHALL
BE APPORTIONED COMPARA TIVEL Y IN A CCORDANCE WITH THE LAWS OF
THE STA TE OF TEXAS.
Article III
3.01 Initial Terre. EECU shall have an initial term of ten (10) months beginning on the date of
execution of this agreement.Renewal. After the Initial Term has ended, this agreement
may be extended for(2) one-year periods at the sole discretion of the City.
3.02 Termination for Cause. Notwithstanding the above, either party may terminate this
Agreement if the other party is in breach of this Agreement and fails to cure the same
after thirty (30) days written notice.
EECU AGREEMENT1. PAGE 5
11-24-03 `1CAU 15liIP-SI IS /�,f(
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3.03 Force Majeure. If the FWCC or any portion thereof shall be destroyed or damaged by
fire or other calamity so as to prevent the use of the Premises for the purposes and during
the periods specified in this Agreement or if the use of the Premises by Licensee shall be
prevented by act of God, strike, lockout, material or labor restriction by any
governmental authority, civil riot, flood, or any other like cause beyond the control of the
City, then this contract shall terminate and ECCU hereby waives any claim against City
for damages by reason of such termination.
Article IV
General Provisions
4.01 Exclusivity. During the Initial Term and the Renewal Term of this agreement, EECU
shall have the exclusive right to provide ATMs in the Convention Center.
4.02 Independent Contractor. The doctrine of respondeat superior shall not apply as between
EECU and City and nothing contained in this Agreement shall be deemed to constitute
City and EECU as partners or joint venturers with each other, nor shall the EECU be
considered an agent, representative or employee of the City. EECU shall have the
exclusive control of and the right to control its employees and the details of its operation
on the Premises and shall be solely responsible for the acts and omissions of its officers,
agents, employees, contractors and subcontractors.
4.03 Notice. Any notice under this Agreement must be in writing and delivered by personal
delivery, overnight courier, or certified mail, return receipt requested, and shall be
deemed given upon personal delivery, one (1) business day after deposit with an
overnight courier or five (5) days after deposit in the United States Mail as set forth
above. Notices must be sent to a party at its address as set forth below or such other
address as the party may specify in writing by notice pursuant to this section.
EECU
Attn: Diane Gerstner
1617 W. 7t' Street
Fort Worth, Texas 76102
CITY OF FORT WORTH
Fort Worth Convention Center
Attn: Kirk Slaughter
1201 Houston Street
Fort Worth, Texas 76102
With copy to:
City Attorney's Office
1000 Throckmorton Street
Fort Worth, Texas 76102
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EECU AGREEMENT V h' J }SII A`I U�SrU PAGE 6
11-24-03
4.04 Severability. Each of the provisions included in this Agreement is separate, distinct and
severable from the other and remaining provisions of this Agreement, and the invalidity
or unenforceability of any provision, shall not affect the validity or enforceability of any
other provision or provisions hereunder. Further, if any provision is ruled invalid or
unenforceable by a court of competent jurisdiction because of a conflict between such
provision and any applicable law or public policy, such provision shall be redrawn to be
valid and enforceable to the extent required for such provision to be consistent with such
law or public policy.
4.05 Assignment. The parties hereto may not assign any rights or delegate any duties under
the Agreement without the written consent of the other party.
4.06 Entire Agreement. This Agreement, together with the exhibits, constitute the entire
agreement between the parties, and there are no representations, warranties, covenants
and agreements between the parties other than those set forth or provided for herein, and
any prior or contemporaneous oral or written agreement which purports to vary from the
terms hereof, shall be void.
4.07 Amendment. This Agreement may not be amended or cancelled except by written
instrument signed by all parties.
4.08 Governing Law. Venue shall be in the state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division.
4.09 Authority. Each party hereto represents and warrants that it has valid authority to execute
this Agreement and has obtained all necessary authorizations to undertake the obligations
contained in this Agreement.
4.10 Rule of the Construction. The parties hereto acknowledge that each party and its legal
counsel have reviewed this Agreement, and the parties hereby agree that normal rules of
construction to the effect that any ambiguities are to be resolved against the drafting
party, shall not be employed in the interpretation of this Agreement, or any amendments
or exhibits thereto.
4.11 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one
and the same instrument, and in making proof hereof, it shall not be necessary to produce
or account for more than one such counterpart.
EXECUTED on this the 1� ` day of �, , 2003.
ATTEST: CITY OF FO4an- y
u.
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CE HWOOR0. IM
City Secretary A isnager
LRW.' UQ - e�EECU AGREEMENT Contract Authorization PAGE?
11-24-03
Date
Approved as to form and legality:
David Yett, City Attorney
By:
Assist ity Attorney
EECU
Diane Gerstner
Vice President
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared cGe- Assistant City Manager,
know to me to be the person whose name is subscn e to the foregoing instrument, and
acknowledged to me that the same was the act of the City of Fort Worth and that he executed the
same as the act of the said City of Fort Worth for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the yWt day of
2003.
;'1P?YPVB�•. ROSELLABARNES
.Z' NOTARY PUBLIC
* *' State of Texas Notary Public in and for the State of Texas
'y� �,'/Comm. Exp.03-31-2005
.„
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Diane Gerstner, Vice-President and authorized representative for
EECU known to me to be the person whose name is subscribe to the foregoing instrument, and
acknowledged to me that the same was the act of EECU and that she executed the same as the
act of the said EECU. for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
b 2003.
UNDA ANN O'CONNOR
MY COMMISSION EXPIRES
S ;tit= October 18,2005 N aoN ry Public in and for the State of Texas
EECU AGREEMENTPAGE 8
11-24-03 IV5VQ� �
Fy, �ORK TE14.
FORTWORTH CITY SECRETARYc
CONTRACT NO.
November 29, 2005
EECU
Attn: Keith Spivey
1617 W 7"' Street
Fort Worth, Texas 76102
Re: Extension of City Secretary Contract No. 29350
Dear Mr. Spivey:
The optional term of the Agreement between EECU and the City of Fort Worth to
Provide ATM services at the Fort Worth Convention Center will expire on December 10,
2005. We are in receipt of your written request to extend the initial term for a period of
one year.
As specified in the agreement and by copy of this letter, the initial term of City Secretary
Contract No. 29350 will be extended for a period of one year to expire on December 11,
2006.
Sincerely,
10 Pan gu
Assistant City anager
c: City Attorney
1000 Throckmorton
Fort Worth, TX 76102
CITY MANAGER'S OFFICE
THE CITY OF FORT WORTH * 1000 THROCKIMORTON STREET * FORT WORTH, TEXAS 76102
817-392-6111 * FA-x 817-392-6134 /
`.� Printed on recycled pyp�
CiTY STRECRETARY r�.
CONTRACT
NO. '
November 22, 2005
James D. Horner
Assistant Facilities & Public Events Director
1201 Houston Street
Fort Worth, TX 76102
Re: EECU ATMs at Fort Worth Convention Center
Dear Mr. Horner:
We appreciate the relationship we have with the City of Fort Worth and the Fort
Worth Convention Center. EECU would like to exercise our final option and
extend our agreement.
If you have any questions are concerns please feel free to contact me at any
time. My direct extension is (817) 882-0113.
Sincerely,
s o
Spivey
ice — Iternative Delivery Systems
EECU
RECE�QED
Nov 2
ZOOS
F14/cc
1617 West Seventh Street
Fort Worth,TX 76102
Phone:817.882.0000
www.eecu.org