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HomeMy WebLinkAboutContract 26619 CITY SECRETARY CONTRACT NO. This Agreement is entered into this day of January, 2001 by and between The MAXCEL Company ("MAXCEL"), with offices at 9535 Forest Lane, Suite 119, Dallas, Texas 75243 and Accor Economy Lodging, Inc. ("AEL") with offices at 14651 Dallas Parkway, Suite 500, Dallas, Texas 75240. Whereas, MAXCEL offers a full range of planning services, including group travel, meetings, awards, marketing, and communications. Whereas, AEL desires to use MAXCEL's services in connection with its 2001 Franchise convention in Philadelphia, Pennsylvania (the "Program"). NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties do hereby agree as follows: I. Program Description and Services The Program will include approximately Four Hundred twenty (420) participants (the "Participants") and will be conducted during the period commencing May 18, 2001 and ending May 20, 2001 (the "Period"). MAXCEL will design the Program in accordance with the objectives set forth by AEL. In connection with the services it will perform hereunder, MAXCEL will manage all contracts, necessary to meet AEL's objectives, with suppliers such as hotel, transportation companies, decor and decorating companies, tour companies as well as other suppliers of services on behalf of AEL, in accordance with the terms of this Agreement. In consideration for the fee set forth in this Agreement, MAXCEL agrees to furnish AEL with the services outlined in Schedule A, which is attached hereto and made a part hereof, the "Services." MAXCEL does not take commissions, finders fees or any other forms of compensation from the service providers. II. Pricing Pricing is based on the complexity, duration, type and volume of Services required. Specific prices for the Program, to date, are included in Schedule B and are based on an estimated 500 hours of labor. The parties acknowledge that the prices set forth in Exhibit B are based on 500 labor hours and the estimated budget included in Schedule C, attached hereto and made a part hereof. The prices set forth on Schedule B are subject to change by mutual agreement as evidenced by written approval of either Dean Savas on behalf of AEL and an officer of MAXCEL. Such reasons for changing would be an increase in labor hours, as defined in Schedule A, a significant increase in materials such as signs, document materials or tradeshow materials or additional services requested at a later time. Upon final billing, outlined in Section III below, AEL will receive an itemized invoice listing all Program prices. All prices set forth in Schedule B are net for AEL and include all taxes, gratuities and supplier service charges. rr �, AGREEMENT BETWEEN AEL AND THE MAXCEL COMPANY 5 FFICNAu fl RECORD 2001 Franchisee Conventionp�f ��� � Winwordf2001programs/518111-0A III. Payment Terms AEL agrees to pay MAXCEL and MAXCEL agrees to accept as full payment for MAXCEL's services and obligations thereunder based on the budget attached in Schedule C; (i) Twenty-Five Thousand Dollars ($25,000) upon execution of this Agreement, (ii) Twenty-Five Thousand ($25,000) on or before February 15, 2001, (iii) Twenty-Five Thousand Dollars ($25,000) on or before March 15, 2001, and (iv) Eight Thousand Five Dollars ($8,005) on or before April 15, 2001. In addition, AEL shall be responsible for the payment of any additional charges associated with any services furnished by MAXCEL which are not set forth on Schedule A ("Additional Charges"). Any such Additional Charges are subject to a 15% management fee, as defined in Schedule A. At the close of the convention, the parties agree to adjust the price to be paid by AEL to include any other charges agreed to in writing by Dean Savas that are not otherwise provided for in Schedule B or Schedule C, less any credits to AEL for Program Services not performed, payable on the later of; sixty (60) days after completion of the Program or thirty (30) days from receipt by AEL of an itemized invoice of all Program prices, including the approved Additional Charges. IV. Quality Assurance and Warranties A. MAXCEL agrees to use its best efforts at all times to provide prompt and efficient Services. MAXCEL's performance shall be in accordance with generally accepted professional standards. B. MAXCEL represents and warrants to AEL that MAXCEL has and will continue to comply with all federal, state and local laws, statutes, rules regulations and ordinances affecting or relating to performance of Services called for under this Agreement in each and every jurisdiction having authority over the Services MAXCEL performs under this Agreement. MAXCEL further represents and warrants that MAXCEL shall be responsible for all salaries and other compensation of all its staff, and comply with any applicable federal, state or local law, ordinance, rule or regulation regarding its staff, including federal or state laws or regulations regarding minimum compensation, overtime and equal opportunities for employment. V. Confidentiality A. MAXCEL agrees that all information it receives from AEL in connection with this Agreement constitutes confidential information. AEL shall not be required to label such information as confidential. B. MAXCEL agrees that the confidential information is the property of AEL and that it will keep the confidential information in strict confidence, under appropriate safeguards and shall not disclose the same to any third party, off aku PECCRD AGREEMENT BETWEEN AEL AND THE MAXCEL COMPANY 2001 Franchisee Convention Winword/2001programs/5181/LOA uup Uo except as may be provided elsewhere in this Agreement and provided further that such third party shall preserve the confidentiality of such information. C. MAXCEL further agrees that it shall use the confidential information only as required to perform the Services it is contracted by AEL to perform in connection with this Agreement. D. AEL agrees that the confidential information related to the costs and design of this meeting is the property of MAXCEL and that it will keep the confidential information in strict confidence, under appropriate safeguards and shall not disclose the same to any third party, except as may be provided elsewhere in this Agreement and provided further that such third party shall preserve the confidentiality of such information. VI. Subcontractor Warranties AEL hereby acknowledges that MAXCEL has the right to utilize subcontractors ("Subcontractors") of its choice to fulfill the obligations set forth in this Agreement. MAXCEL hereby represents and warrants that terms of the agreement between MAXCEL and any of the Subcontractors will comply with all terms of this Agreement. MAXCEL further represents that in the event Subcontractors are utilized, there will be no disruption of Services to AEL resulting from the use or, in the event of replacement, of such Subcontractors and that MAXCEL shall be solely responsible for the payment of said subcontractors. VII. Indemnification A. AEL agrees to indemnify, defend and hold MAXCEL, its members, managers officers, directors, employees, subsidiaries, affiliates and parent companies harmless from and against any and all claims, demand, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) of any kind or nature whatsoever arising out of or relating to any breach of any representation, warranty or covenant made or obligation assumed by AEL, its agents, subcontractors and/or its employees pursuant to this Agreement. The provisions of this subsection shall apply without limitation to claims brought by MAXCEL against AEL. B. MAXCEL agrees to indemnify, defend and hold AEL, its officers, directors, employees, subsidiaries, affiliates, partners and parent companies and their affiliates harmless from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) of any kind or nature whatsoever arising out of or relating to any breach of any representation, warranty or covenant made or obligation assumed by MAXCEL, its agents, subcontractors and/or its employees pursuant to this Agreement. The provisions of this subsection shall apply without limitation to claims brought by AEL against MAXCEL. �►��8��IAk P E C 0 P DD AGREEMENT BETWEEN AEL AND THE MAXCEL COMPANY 2001 Franchisee Convention Winword/2001programs/5181/LOA its employees pursuant to this Agreement. The provisions of this subsection shall apply without limitation to claims brought by THE CITY against MAXCEL. C. Maxcel shall carry and maintain in force the following insurance coverage in the amounts as specified below: (1) Worker's Compensation and Employer's Liability. For all its employees engaged in performing work hereunder, Workers' Compensation and Employers' Liability insurance with a minimum limit of$500,000 per employee or similar insurance in accordance with the state law which may be applicable to said employees. (ii) Comprehensive General Liability. Comprehensive general liability insurance (with independent contractor's coverage and coverage for liability assumed under contract, including without limitation coverage for liable, slander, defamation, malicious prosecution, and for any claim for loss of property of THE CITY caused by a dishonest or fraudulent act of an employee of contractor), all on an occurrence basis, covering bodily injury, property damage and personal injury coverage with a combined single limit of at least $1,000,000 coverage for each occurrence. This policy shall also provide Broad Form Blanket Liability and Products Completed Operations coverage with minimum coverage limits of $1,000,000 for each occurrence. D. In order to seek or receive indemnification hereunder in cases involving third party claims: (i) the party seeking indemnification (the "Indemnitee") must have promptly notified the other (the "Indemnitor") of any claim or litigation, of which it is aware, to which the indemnification relates; and (ii) with regard to any claim or litigation to which the Indemnitor itself is not a party, the Indemnitee must have afforded the Indemnitor the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation. VIII. Governing Law This Agreement shall be construed in all respects under the laws of the State of Texas. If any part of this Agreement shall be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found to be void or unenforceable unless the unenforceability of such provision shall frustrate the purpose of the Agreement. AGREEMENT BETWEEN THE CITY AND THE MAXCEL COMPANY L HOED "ED NAITCP Winwordl2001program s/5091/LOA 4 lire G"u�i�!r ll�J L'� �LSLryoo IX. Relationship Nothing contained herein shall be construed to create the relationship of employer and employee between MAXCEL and THE CITY or between THE CITY and any of MAXCEL's employees or agents. It is the express intent of the parties hereto that MAXCEL is not an employee of THE CITY for any purpose, but is an independent contractor for all purposes and in all situations. MAXCEL and MAXCEL's employees shall not represent that they are employees of THE CITY, nor shall they in any manner hold themselves out to be employees of THE CITY. Notwithstanding the above, MAXCEL shall be entitled to act as an agent for THE CITY as specifically provided herein. X. Ownership Any materials prepared hereunder for THE CITY by MAXCEL, its agents, employees or subcontractors, including without limitation, photographs of the Program (the "Materials") shall be considered "work made for hire" under the copyright law. If for any reason such Materials are not copy rightable or cannot be considered "work made for hire", MAXCEL hereby assigns and conveys, and MAXCEL represents and warrants that MAXCEL shall cause its agents, employees and subcontractors to assign and convey, to THE CITY, all right, title and interest in and to such Materials, including the copyright therein and any renewal or extensions thereof in perpetuity throughout the universe. XI. Notices All notices or other communication required, hereunder, shall be in writing and shall be deemed given (a) when delivered by hand, (b) five business days after being mailed by United States Mail, registered or certified mail return receipt requested, postage prepaid;(c) reputable overnight express delivery (charges prepaid or billed to shipper) and addressed as follows: If to MAXCEL: The MAXCEL Company 9535 Forest Lane Suite 119 Dallas, Texas 75243 Attn.: Gwenna Betsill Brush - President If to THE CITY City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attn.:. Ramon Guajardo AGREEMENT BETWEEN THE CITY AND THE MAXCEL COMPANY NAITCP ,u C r���r1lSlf\VU11"J �l�C U VWlq Y Winword/2001programs/5091/LOA !!'!Jog �(/po XII. Entire Agreement The parties acknowledge that this Agreement constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements and undertaking of the parties pertaining to the subject matter hereof. This Agreement may not be modified except by written instrument duly executed by the party hereto against whom the modification is sought to be enforced. IN WITNESS WHEREOF, the parties to this Agreement have affixed their respective signatures on the date first written above. City of Fort Worth ATTESTED BY BY: Name: Ramon G ajardo Title: THE MAXCEL COMPANY - C - I� Q� contract Authorization Name: Gwenna Betsill Brush Title: President Date AGREEMENT BETWEEN THE CITY AND THE MAXCEL COMPANY J ffi fINd16 FEW NAITCP *1 I- y wnwordRCN 001programsl5091/LOA CNN uI 6 g w')civ Va. DESCRIPTION OF SERVICES & PRICING I. For the price set forth below, The MAXCEL Company shall provide the following Services to THE CITY for the Participants during the Period, unless otherwise noted. It is understood that the following is subject to changes at THE CITY initiative without any impact on MAXCEL. I. Pre-Planning of entire event: • Work with Tradeshow booth provider to coordinate all needs of exhibitors including timing, special booth requests and communication needs • Coordinate VIP activity and special needs • Create, design and order all signage for event • Develop plan for managing press needs during meeting • Recommend and order all audio visual needs during entire meeting based on needs of presenters • Contract and coordinate all meeting management staff(including one bi-lingual meeting professional) including training and materials(This does not include registration and hospitality staff provided by EventLink or volunteers provided by City of Fort Worth and Fort Worth International Center) • Create and distribute Meeting Specification document that includes all operational aspects of meetings for all management staff to use as a reference during the meeting(including primary suppliers such as hotel) provided all elements of meeting not managed by The Maxcel Company are provided in writing and in time for inclusion in the document (Time Line to be provided) • Continuous planning and information meetings with City of Fort Worth and Fort Worth International Center as well as other involved organizations Estimated Labor Hours — 500 hours @ $45/hour = $22,500 The Maxcel Company Management Fee - $6,000 II. On-site management of all elements of conference including a professional meeting management staff as follows: • Account Manager who has worked on all aspects of the planning and is intimately familiar with every element of the meeting and participants. This professional oversees the staff, works as the team leader with all suppliers, resolves any unexpected issues that arise and manages all areas of the meeting on-site. �RCPENT BETWEEN THE CITY AND THE MAXCEL COMPANY Winwordl2001 programs/5091/LOA '�hf --- • Trade Show Coordinator who will coordinate and be on site to assist with exhibitors and attendees managing all aspects from load in to tear down. The Trade Show Coordinator will be willing to manage 2 bi-lingual volunteers if volunteers are dedicated 100% to Trade Show during this time. • Special Services & Meetings Coordinator who specializes in items such as compliance with permits, protocol, security, media needs management and special needs of attendees in addition to assisting with all meetings (rooms set-up, AV, presenter's needs) of the conference. ➢ Up to five days with three professional staff on call 24 hours per day and on- duty up to 18 hours per day.(Account Manager for 5 days, Trade Show Coordinator for 3 days, Meeting Manager for 2 days) ➢ Salary of $250 per staff per day for 10 total days(based on above schedule) - $2500 ➢ Per Diem of $45 per day for a total of 8 days (Bi-Lingual Meeting Manager to have lunch in Staff Office — no per diem required) - $360 ➢ Plus one hotel room for Account Manager for 4 nights, Trade Show Coordinator for 2 nights at contracted rate - $890.10 ➢ Mileage to and from hotel on arrival and departure day - $100 (estimated) ➢ Miscellaneous Travel Expenses - $50 per person - $150 ➢ Assume uniform shirts to be provided by FWIC or City of Fort Worth ➢ Assume use of 2 bi-lingual volunteers for three full days in Trade Show (to be trained by The Maxcel Company) Actual Staff Costs - $4001 The Maxcel Company Management Fee - $4000 III. Post-Conference Reconciliation and Support • Debrief committee and offer suggestions for future meetings — Complimentary Grand Total: $25,251.00 The City Agrees to manage the following items related to this meeting: • Review and re-negotiate contracts, if necessary(i.e. Hotel Addendum to add rooms, etc) • Preparation and management of line item event budget • Review and select menus for all events • Create & monitor sponsorship participation and activity • Contact sponsors for logos, verbiage on promotional pieces (signs, banners, gift cards, etc) and create all on-site recognition of sponsors other than signs. AGREEMENT BETWEEN THE CITY AND THE MAXCEL COMPANY 'I ���Q C��, L1��ri�D NAITCP � W EI LVf Wnword/2001program s/6091/LOA CNN NCUD)j�h Ry II Ilo UUV'Ir_'�ilUp �L�!/�a Verbiage, logos and other information for signs to be given directly to The Maxcel as requested to allow for adequate time to create signs • Create and design themes and images for each event (i.e. decor, florals, etc) • Research, interview and recommend entertainment options for all events • Coordinate with EventLink to maintain awareness of registration activity to meet contractual obligations with hotels, transportation and other venues • Cooperate with EventLink to develop meeting materials such as agendas, mail- out documents if needed, on-site announcements, etc • Solicit all contributions for giveaways and amenities during meeting • Research and order all ground transportation to be used during meeting. Manage transportation during meeting. • Plan, confirm and communicate all aspects of golf tournament(reconfirm timing, coordinate recognition elements such as banners, amenities, luncheon, pairings and transportation) and manage golf tournament and luncheon on day of tournament. • Determine and order all communication elements such a radios, wireless devices, etc including radios for The Maxcel Company Meeting Staff • Produce flips charts with meeting agendas and directional signs, if needed for event • Manage Spouse Tours • Plan and coordinate all security needs for meeting • Review and reconcile all accounting related to meeting including hotel final bill, golf course, other venues and transportation • Present the final reconciliation of meeting budget with analysis of budget deviations • Any other elements of this meeting not specifically outlined here and not professionally managed by The Maxcel Company. Based on a maximum of 250 pre-planning labor hours for this Business Summit. Should participation change significantly or labor hours go above 250 any hours in excess of 250 will be charged at $60 per hour(this increase is due to overtime hours that would be required but not budgeted) — reports will be given on a monthly basis. Notice will be given at least 40 hours before the 250 hours maximum estimate has been reached. Should materials requirements change, the pricing will be subject to change. II. Group Cancellations Should the entire group cancel after signing this agreement, all deposits paid are non-refundable. AGREEMENT BETWEEN THE CITY AND THE MAXCEL COMPANYNAITCP w worrd/2001programs/5091/LOA CNTY MC—PER Py City of Fort Worth, Texas 4Vaijorr and Coun DATE REFERENCE NUMBER jc NAME PAGE 3/6/01 C-18496 02S .MMIT 1 of 2 SUBJECT APPROVE CONTRACTS WITH INTERNATIONAL CONFERENCE .SERVICES, THE MAXCELjf COMPANY, AND EVENTLINK INTERNATIONAL, INC. FOR SERVICES FOR TH NORTH AMERICAN INTERNATIONAL TRADE CORRIDOR PARTNERSHIP SUMMIT RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and appropriations in the General Fund/City Manager's Office by $76,197 and decreasing the unreserved, undesignated fund balance by the same amount; and 2. Approve the following contracts for the North American International Trade Corridor-Partnership- (NAITCP) Summit which will be held in Fort Worth on May 9-12, 2001: International Conference Services, in an amount not to exceed $25,000 for providing t simultaneous English/Spanish translation services and equipment; and • The Maxcellcompany, in the amount of$25,251 for pre-planning and on-site management; and • EventLink International, Inc., in the amount of $25,946 for designing and managing the pre- registration computer database, on-site registration and for providing bi-lingual staff on-site. DISCUSSION: The City of Fort Worth is a member of the North American International Trade Corridor Partnership (NAITCP), and Fort Worth has been selected as the site for the 7th annual NAITCP Summit of Mayors. In addition to the Summit of Mayors, the program during the 3-day conference includes high-profile- public and private-sector speakers, economic development'and academic sessions, and an opportunity to promote Fort Worth businesses with exhibits and business matchmaking. At least 500 participants, including business owners, mayors, governors and academics from the United States, Mexico and Canada are expected to attend. The proposed budget for the conference is $2Ze-,0T0. Commitments for corporate sponsorships, in the amount of $93,500, have been secured and fund raising efforts-continue.- It is anticipated that-the - - conference will be fully funded through corporate sponsorships, registration fees and private donations._ However, in the interim period, the above referenced contracts need to be executed and funded. Once- funds have been collected, the General Fund will be reimbursed. - - "- --- --The contracts described above will provide professional event coordination and showcase Fort Worth.__ as a city prepared to do business in the international arena. . _ City of Fort Worth, Texas , :- 4"11yor And cou""'I communicalflol"' -- )ATE REFERENCE NUMBER LOG NAMEPAGE 316/01 C-18496 02SUMMIT 2 of 2 5UBJECT APPROVE CONTRACTS WITH INTERNATIONAL CONFERENCE SERVICES, THE MAXCELW COMPANY, AND EVENTLINK INTERNATIONAL,. INC. FOR SERVICES FOR THE NORTH AMERICAN INTERNATIONAL TRADE CORRIDOR PARTNERSHIP SUMMIT FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of=the above recommendations, funds will be available in the current operating budget, as appropriated, of the General Fund. After this transaction, the fund balance in the General Fund will be $35,379,383. RG:k ibmitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY _ �— ifice by: (to) —--. inion Guajardo 6140 —wl Y: _O(���C1U_-. riginating Department Head: - - MENDED -— -- —,:.-.MAR-. -=2001 moron Guaiardo '_ .. . _____—_.... 6140- (from) GG01 539120 0021000 $76,197.00 ---- iditional Information Contact: y Citg tix:rar--ria? on.,U;Fait mon Guajardo 6140 AS;