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HomeMy WebLinkAboutContract 51839 CITY SECRETARY CONTRACT NO. 51W 3 CONTRACT BETWEEN THE CITY OF FORT WORTH AND CONTEMPORARY SERVICES CORPORATION FOR EVENT STAFFING AT THE FORT WORTH CONVENTION CENTER AND WILL ROGERS MEMORIAL CENTER This Contract for Event Staffing Services ("Contract") is made and entered into by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Contemporary Services Corporation ("CSC"), a California corporation, acting by and through its duly authorized representative. WHEREAS, the City owns and operates the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102 and the Will Rogers Memorial Center located at 3401 W Lancaster Avenue, Fort Worth, Texas 76107; WHEREAS, the Fort Worth Convention Center and Will Rogers Memorial Center provide or make available a multitude of services to meet the needs their respective clients; WHEREAS, Event Staffing services are an integral part of the success of the Fort Worth Convention Center and Will Rogers Memorial Center; WHEREAS, CSC is in the business of providing such services to similar facilities throughout the United States; and WHEREAS, the City desires to engage CSC as its exclusive provider of Event Staffing services for clients at the Fort Worth Convention Center; and WHEREAS, the City also desires to engage CSC as its exclusive provider Event Staffing services for clients at the Will Rogers Memorial Center. NOW THEREFORE, in consideration for the covenants and agreement hereafter set forth,the parties hereto agree as follows: SECTION 1. DEFINITIONS 1.1 In addition to any other defined terms in the Contract, the following words, terms and phrases, when used in this Contract, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: 1.1.1 CC means the City of Fort Worth, Texas. 1.1.2 Clients means any person or entity that may from time-to-time enter into any agreement for the use of the FWCC or WRMC or any of the Services provided by CSC at the FWCC or WRMC for a particular purpose. 1.1.3 Contract Year means each successive twelve-month period during the C04 of this Contract commencing on October 1 and expiring on September 30 of the following FEe OFFICIAL RECORD WY SECRETARY Agreement between CSC Electrical Exhibition Services of Texas,Inc.and City ET: WORi*,31'X 1.1.4 Director means the Director for the Public Events Department of the City of Fort Worth, Texas or that person's authorized representative or designee. 1.1.5 CSC means Contemporary Services Corporation, a California corporation. 1.1.6 Events means any performance, production, show, exhibit, or activity scheduled at the FWCC or WRMC. 1.1.7 FWCC means the City-owned facility known as the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102. 1.1.8 Gross Revenue means the total amount of money received or to be received by CSC or by any agent, employee, officer, partner, contractor, or subcontractor of CSC from any and all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights and privileges granted under this Contract; provided, however, that any (a) applicable sales taxes imposed by local, state, or federal law that are separately stated to and paid by a purchaser of any goods or services sold by CSC or anyone acting by or on behalf of CSC from an authorized service or activity under this Contract and directly payable to a taxing authority, (b) regulatory fees or surcharges, (c) deposits (until used for Services), (d) service adjustments and refunds, (e) billings for recovery of non-returned lost or damaged service equipment, (f) amounts billed to the FWCC or WRMC or their service contractors or permanent tenants, and (g) revenue paid directly to the FWCC or WRMC, will be excluded. Further, such Gross Revenue shall include all monies paid or to be paid by a purchaser of any goods or services provided by CSC under this Contract, including, but not limited to, rental equipment and labor (net of any rent paid or payable by CSC for such equipment). The sale of any goods, services, or other items that are returned by the purchaser and accepted by CSC, exclusive of any sales tax, may also be deducted from the calculation of Gross Revenue. 1.1.9 WRMC means the City-owned facility known as the Will Rogers Memorial Center located at 3401 W Lancaster Avenue, Fort Worth, Texas 76107. SECTION 2. RIGHTS GRANTED 2.1 Services. 2.1.1 Except as otherwise set forth in this Agreement, the City grants to CSC the right to be the exclusive provider of Event staffing services for all of the Clients of the WRMC and FWCC. The specific services to be provided are set forth in Exhibit A, which is attached hereto and incorporated herein by reference ("Services"). A. SPECIAL CONDITION: Notwithstanding anything to the contrary, during the period of time the WRMC is leased to and used by and/or for the Stock Show and such other non-ticketed, private events that the Stock Show may from time-to-time host within the WRMC, all WRMC Service rights will be granted to the Stock Show. The Stock Show will have full authority to enter into contracts with Agreement between CSC and City 2 of 23 other vendor for various goods and services during its lease of the WRMC. 2.1.2 Notwithstanding anything to the contrary, the Director reserves the right to waive the exclusivity of this Contract for an event of overriding importance to the City. The importance of an event will be determined at the sole discretion of the Director. 2.2 Office Space. CSC will have a non-exclusive right to use and occupy a portion of the FWCC and WRMC to serve solely as office space to a full-time manager of CSC who will be responsible for overseeing and managing the Services to be provided ("Office Space") and for no other purpose or use. SECTION 3. TERM 3.1 Primary Term. This Contract will be binding on the date of execution by the parties and effective beginning on February 1, 2019, and will remain in effect until January 31, 2021 ("Primary Term"), subject to early termination as provided herein. 3.2 Renewal Term. Following the Primary Term, the City and CSC, by written mutual consent, may elect to extend this Contract for three additional one (1) year periods (each a "Renewal Term"), with all terms and conditions remaining the same, but with the compensation rates to be negotiated between the Parties. Notification of intent to extend the Contract must be given in writing to the other party at least sixty (60) calendar days prior to the expiration of the Primary Term. SECTION 4. CONSIDERATION 4.1 Monthly Commissions. 4.1.1 CSC must pay the City a commission of eight percent (8%) of its monthly Gross Revenue from the rights and privileges granted under this Contract. 4.1.2 Monthly Gross Revenue will be calculated based on a calendar month. Payments must be made with respect to each calendar month that this Contract is in effect no later than the twentieth (20th) day of the following calendar month, including the last payment to be made at either termination or expiration of this Contract. 4.2 Miscellaneous. 4.2.1 Past due payments will accrue interest at the rate at the maximum amount allowed by law. For purposes hereof, a payment will be past due if not paid within thirty (30) calendar days after its due date. In the event City is required to initiate litigation to collect any sums due hereunder, CSC agrees to pay the City's court costs and reasonable attorney fees. Agreement between CSC and City 3 of 23 4.2.2 All payments due to the City will be due and payable without demand by check at the office of the Director, or at such other place in Tarrant County, Texas as the Director may hereafter notify CSC (in writing and with reasonable advanced notice), and will be made in legal tender of the United States. SECTION 5. OFFICE SPACE 5.1 The exact location of the Office Space within the FWCC and WRMC will be determined by the Director in that person's sole and absolute discretion and may be subject to change at any time by the Director. 5.2 At all times during the term of this Contract, the Office Space will remain under the control of the City, and CSC will not be responsible for any maintenance of the Office Space. CSC will not have access to the City's computing environment and network. 5.3 City will not be responsible for providing any supplies or equipment to CSC's employees or for the Office Space. 5.4 CSC takes all portions of the Office Space and all appurtenances in "AS IS" condition without any express or implied warranty on the part of the City. CSC accepts the Office Space in its present condition, finds it suitable for the purposes intended, and further acknowledges that it is thoroughly familiar with such condition by reason of a personal inspection and does not rely on any representations by the City as to the condition of the Office Space or their suitability for the purposes intended. CSC's taking possession of the Office Space will be conclusive evidence that: (i) the Office Space is suitable for the purposes and uses for which the same is licensed; and (ii) CSC waives any and all defects in and to the Office Space and all appurtenances thereto. The City will not be liable to CSC or its invitees, licensees, contractors, employees, subcontractors, or guests for any damage to any person or property due to the acts or omissions of CSC, or its employees, subcontractors, invitees, licensees, and guests. 5.5 The City will be responsible for all expenses associated with water, sewer, electricity, gas, and waste disposal utilities involving existing service lines. CSC will be responsible for all other communications utility expenses, including local and long distance telephone charges, computer charges, and cable television charges. Any additional electrical or utility service or service lines required by CSC will be at the sole expense of CSC. 5.6 CSC will not do, or permit to be done, anything in or on any portion of the FWCC or WRMC or bring or keep anything therein or thereon that will in any way conflict with the conditions of any insurance policy on the FWCC or WRMC or any part thereof. CSC will not cause in any way an increase in the rate of fire insurance on the buildings or property. CSC agrees that no decorative or other materials will be nailed, tacked, screwed, or otherwise physically attached to any part of the property of the City without written approval from the Director, in that person's sole discretion. 5.7 CSC agrees that it will not make or suffer any waste in, on, or to the Office Space. CSC will not make any alterations to the Office Space without first obtaining written approval Agreement between CSC and City 4 of 23 from the Director. CSC further agrees to maintain and pick up litter attributable to CSC and perform minor housekeeping as necessary to keep the Office Space in a clean, orderly, and sanitary condition at all times. City will perform any major cleaning, e.g., strip, buff and wax floors, at standards and frequencies that may be established by City. CSC will remove garbage and deposit it in dumpsters in accordance with procedures established by the Director. 5.8 The City reserves to itself, its officers, agents, assigns, and employees the right to enter the Office Space at any time for the purpose of ascertaining compliance with the terms and provisions of this Contract; making inspection of the Office Space; and maintaining and making repairs and improvements to City-owned property. In addition, the City does not relinquish the right to control the management of the Office Space or the right to enforce all necessary and proper rules for the management and operation of the same. Members of the City's police, fire, parks, code compliance, and other designated departments will have the right at any time to enter any portion of the Office Space (without causing or constituting a termination of the Contract) for the purpose of inspecting the facilities, maintaining City-owned property, and performing any and all activities necessary for the proper conduct and operation of public property, provided that no unreasonable interference with CSC's use of the Office Space is caused by such access. The City will at all times have keys with which to unlock all doors and gates associated with the Office Space, and CSC will not change or alter any lock without the City's permission and will provide new keys to the City within forty-eight (48) hours of making any approved change. SECTION 6. INSURANCE REOUIREMENTS 6.1 General Requirements. CSC must furnish to City in a timely manner, but not later than the start of the Primary Term of this Contract, certificates of insurance as proof that it and its contractors and subcontractors, as applicable, have secured and paid for the policies of insurance specified herein. If City has not received such certificates by such date, CSC will be in default of the Contract and City may, at its option, terminate the Contract. CSC must maintain, or require its general contractors and subcontractors to maintain (where applicable) the following coverages and limits thereof: 6.1.1 Commercial General Liability (CGL) Insurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 6.1.2 Business Automobile Liability Insurance i. $1,000,000 each accident on a combined single-limit basis, or ii. $1,000,000 Aggregate iii. Insurance policy must be endorsed to cover "Any Auto", defined as autos owned, hired, and non-owned. Agreement between CSC and City 5 of 23 iv. Pending availability of the above coverage and at the discretion of City, the policy must be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of CSC's business as contracted herein. 6.1.3 Workers' Compensation Insurance i. Part A: Statutory Limits ii. Part B: Employer's Liability A. $100,000 each accident B. $100,000 disease-each employee C. $500,000 disease-policy limit 6.2 Additional Requirements. 6.2.1 Such insurance amounts will be revised upward at City's reasonable option and no more frequently than once every 12 months, and CSC must revise such amounts within thirty (30) calendar days following notice to CSC of such requirements. 6.2.2 Where applicable, insurance policies required herein must be endorsed to include City as an additional insured as its interest may appear. Additional insured parties must include employees, representatives, officers, and agents of City. 6.2.3 The Workers' Compensation Insurance policy must be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City, except to the extent that the claims arise out of the negligence or willful misconduct of City. Such insurance must cover employees performing work on any and all projects. CSC or its contractors must maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, CSC must maintain the coverage on such contractor, if applicable, for each applicable contract. 6.2.4 Any failure on part of City to request certificate(s) of insurance will not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. 6.2.5 Insurers of CSC's insurance policies must be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength and solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. Agreement between CSC and City 6 of 23 6.2.6 In the event there are any local, federal or other regulatory insurance or bonding requirements for CSC's operations, and such requirements exceed those specified herein, the former will prevail. 6.2.7 CSC must require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, CSC must require its contractors and subcontractors to provide CSC and City with certificate(s) of insurance documenting such coverage. Also, CSC must require its subcontractors to have City and CSC endorsed as additional insureds (as their interest may appear) on their respective insurance policies. SECTION 7. LIENS 7.1 CSC will do no act or make any contract that will create or be the foundation for any lien upon or interest any City property. Any such contract or lien attempted to be created or filed will be void. Should any purported lien on City property be created or filed, CSC, at its sole expense, will liquidate and discharge the same within ten (10) calendar days after notice from the City to do so; and should CSC fail to discharge the same, such failure will constitute a breach of contract. SECTION 8. LIABILITY AND INDEMNIFICATION 8.1 CITY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING OR CAUSED BY ANY DEFECT CAUSED BY CSC, OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS, CONTRACTORS, AND SERVANTS IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR ANY FACILITIES THAT ARE THE SUBJECT OF THIS CONTRACT OR CAUSED BY OR ARISING FROM ANY ACT OR OMISSION OF CSC OR OF ANY OF ITS EMPLOYEES, SUBCONTRACTORS, LICENSEES, AND INVITEES. 8.2 CSC AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) CSC'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR (ii) ANY ACT OR OMISSION OF CSC OR ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, CONTRACTORS, AND EMPLOYEES, RELATED TO THIS CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY. Agreement between CSC and City 7 of 23 8.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CSC, ON NOTICE FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT CSC'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 8.4 CSC must require all of its contractors and subcontractors to include in their contracts an indemnity in favor of City in substantially the same form as above. SECTION 9. RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS 9.1 CSC must maintain complete and accurate records for all of the Services provided pursuant to this Contract, including, but not limited to, all financial records, receipts, invoices, and order forms ("Audit Records"). On request of the City, CSC must make all such Audit Records available for inspection and review to the City. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the records subject to this audit requirement are only those Audit Records necessary to determine compliance with this Contract. 9.2 In addition to any audit rights granted herein, CSC must furnish to the City a yearly affidavit detailing any and all Gross Revenue derived from CSC's Services provided herein, with such affidavit to be furnished within ninety (90) calendar days after the end of each Contract Year. The affidavit must be certified by an officer of CSC to be true and correct in all material respects to the best of that person's knowledge. 9.3 CSC must provide the City with any reports or documentation required by the City as part of this Contract or that may be required pursuant to federal or state laws as such laws may be amended from time-to-time during the term of this Contract. SECTION 10. AUDIT 10.1 CSC agrees that the City will, until the expiration of three (3) years after the termination or expiration of this Contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of CSC involving transactions relating to this Contract. CSC agrees that the City will have access during normal working hours to all necessary CSC facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give CSC reasonable advance notice of intended audits. 10.2 CSC further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City will, until the expiration of three (3) years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions of the contract or subcontract, and further that City will have access during normal working hours to all contractor and subcontractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City will give the contractor and subcontractor reasonable advance notice of intended audits. Agreement between CSC and City 8 of 23 SECTION 11. TERMINATION 11.1 Termination for Convenience. City may terminate this Contract for its own convenience by providing CSC with thirty (30) day written notice. 11.2 Termination for Cause. Unless stated elsewhere in this Contract, either party will be in default under this Contract if it breaches any material term or condition of this Contract and such breach remains uncured after ninety (90) calendar days following receipt of written notice from the non-defaulting party referencing this Contract (or, if the defaulting party has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than ninety (90) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith). Either party will have the right to terminate the Contract immediately upon default. 11.3 Gratuities. City may terminate this Contract if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by CSC or any agent or representative to any City official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to the performance of this Contract. In the event this Contract is canceled by the City pursuant to this section, City will be entitled, in addition to any other rights and remedies, to recover from CSC a sum equal in amount to the cost incurred by CSC in providing such gratuities. 11.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Contract, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its monetary obligations under this Contract, the City may terminate the portion of the Contract regarding such obligations to be effective on the later of(i) ninety (90) calendar days following delivery by the City to CSC of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Contract. 11.5 CSC's Duties Upon Expiration or Termination. 11.5.1 Prior to the effective date for expiration or termination of this Contract, CSC must promptly remove all of its personal property; provided, however, CSC will not be obligated to remove any fixtures. CSC must also repair any CSC- caused damage to the FWCC and WRMC, including, but not limited to, any damage that CSC causes during removal of CSC's property, to the reasonable satisfaction of the Director. 11.5.2 Phase Out and Transition. a. CSC recognizes that the Services provided pursuant to this Contract are vital to the City's efforts to provide Event Staffing services, as applicable, to the Clients of the FWCC and WRMC; that continuity thereof must be maintained at a consistently high level without interruption; that upon expiration or earlier termination of this Contract a successor may continue these Services; that any successor contractor will Agreement between CSC and City 9 of 23 need phase-in training; and that CSC must reasonably cooperate in order to effect an orderly and efficient transition. CSC will reasonably cooperate with a smooth and seamless transition and have a cooperative approach. There will be no negative correspondence in CSC's communications to any Clients of the FWCC or WRMC. b. If the City procures a successor contractor prior to the effective date of expiration or termination of this Contract, then CSC must provide phase-out orientation to its successor contractor prior to Contract termination or expiration at no charge to the City. Phase-out orientation must comprise a minimum of 30 working days, 8 hours per day, unless otherwise agreed by the parties in writing. Orientation may include system operations, procedures, record keeping, reports, and procurement procedures. CSC will be completely responsible for providing the Services called for by the Contract during its phase-out period. 11.5.3 If CSC fails to comply with its obligations in this Section 11.5, City may, at its sole discretion, (i) remove CSC's personal property and otherwise repair the FWCC and WRMC and invoice CSC for City's costs and expenses incurred, such invoice to be due and payable to City within thirty (30) calendar days of its delivery to CSC; or (ii) following no less than thirty (30) calendar days prior written notice to CSC, take and hold any CSC personal property as City's sole property; or (iii) pursue any remedy at law or in equity available to City. If CSC fails to surrender the FWCC or WRMC (including, but not limited to, the Office Space) to City following termination or expiration, all liabilities and obligations of CSC hereunder will continue in effect until such is surrendered. 11.6 Duties and Obligations to Survive Termination or Expiration. No termination or expiration will release CSC from any liability or obligation resulting from any event happening prior to the completion of all post-termination duties. 11.7 Other Remedies. Any termination of this Contract as provided in this Contract will not relieve CSC from paying any sum or sums due and payable to City under this Contract that remains unpaid and due at the time of termination, or any claim for damages then or previously accruing against CSC under this Contract. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from CSC for any default under the Contract. All City's rights, options, and remedies under this Contract will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Contract. No such termination will relieve City from any obligation it may have to CSC hereunder and CSC may pursue any and all rights and remedies or relief provided by law, whether or not stated in this Contract. 11.8 Lost or Anticipated Profits. CSC will not be entitled to lost or anticipated profits in the event this Contract is terminated by City as provided for herein or in the event that the City, in its sole discretion, decides not to exercise any option period. Agreement between CSC and City 10 of 23 SECTION 12. NONDISCRIMINATION 12.1 CSC will not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Contract, and CSC represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and must comply with all applicable laws and regulations in any employment decisions. 12.2 In the event of CSC noncompliance with the nondiscrimination clauses of this Contract, which is not cured within ninety (90) calendar days of notice of such noncompliance, this Contract may be canceled, terminated, or suspended in whole or in part, and CSC may be debarred from further agreements with City. SECTION 13. VENUE AND CHOICE OF LAW 13.1 CSC and City agree that this Contract 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, arises on the basis of any provision of this Contract, 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. SECTION 14. THIRD-PARTY RIGHTS AND ASSIGNMENTS 14.1 The provisions and conditions of this Contract are solely for the benefit of the City and CSC, and any lawful assign or successor of CSC, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 14.2 CSC agrees that it will not subcontract or assign all or any part of its rights, privileges, or duties hereunder without the prior written consent of the City, which consent will not be unreasonably withheld, and any attempted subcontract or assignment of same without such prior consent of the City will be void. SECTION 15. BINDING COVENANTS 15.1 Subject to the limitations contained herein, the covenants, conditions, and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. SECTION 16. NOTICES 16.1 All notices, communications, and reports required or permitted under this Contract will be personally delivered or sent via certified mail to the respective parties by depositing same in the United States mail, certified, at the addresses shown below, unless and Agreement between CSC and City 1 I of 23 until either party is otherwise notified in writing by the other party, at the following addresses. Mailed notices will be deemed received as of the date of receipt. CITY: CSC: City of Fort Worth Contemporary Services Corporation Public Events Department Attn: President Fort Worth Convention Center 17101 Superior Street Attn: Director Northridge, CA 91325 1201 Houston Street Fort Worth, Texas 76102 with copy to: City of Fort Worth City Attorney's Office Attn: City Attorney 200 Texas Street Fort Worth, Texas 76102 SECTION 17. INDEPENDENT CONTRACTOR 17.1 It is expressly understood and agreed that CSC and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Contract, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Contract, CSC 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 employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. CSC acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants, and employees, and CSC and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. CSC further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and CSC. It is further understood that the City will in no way be considered a Co- employer or a Joint employer of CSC or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of CSC. Neither CSC, nor any officers, agents, servants, employees or subcontractors of CSC will be entitled to any wages or employment benefits from the City. CSC will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. 17.2 The City, through its authorized representatives and employees, will have the sole and exclusive right to exercise jurisdiction and control over City employees. CSC represents that all of its employees and subcontractors who perform Services under this Contract will be properly trained, qualified, and competent to perform the Services set forth herein in accordance with the highest industry standards. The Director reserves the right to refuse to permit any employee of CSC from providing the Services set forth herein for any reason, provided that if the Agreement between CSC and City 12 of 23 conduct of the employee is correctable, the Director will notify CSC first of the objectionable conduct and allow CSC the opportunity to correct it. SECTION 18. AMENDMENTS, CAPTIONS,AND INTERPRETATION 18.1 Except as otherwise provided in this Contract, the terms and provisions of this Contract may not be modified or amended except upon the written consent of both the City and CSC. 18.2 Captions and headings used in this Contract are for reference purposes only and will not be deemed a part of this Contract. 18.3 In the event of any dispute over the meaning or application of any provision of this Contract, this Contract will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Contract. SECTION 19. GOVERNMENTAL POWERS AND IMMUNITIES 19.1 It is understood that by execution of this Contract, the City does not waive or surrender any of its governmental powers or immunities. SECTION 20. AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 20.1 By executing this Contract, CSC's agent affirms that he or she is authorized by CSC or its general partner to execute this Contract and that all representations made herein with regard to CSC's identity, address, and legal status are true and correct. 20.2 This Contract may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email will be as legally binding for all purposes as an original signature. SECTION 21. SEVERABILITY AND NO WAIVER 21.1 It is agreed that in the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision will in no way affect any other covenant, condition, or provision does not materially prejudice either CSC or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Contract. 21.2 The failure of either party to insist upon the performance of any term or provision of this Contract or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. Agreement between CSC and City 13 of 23 SECTION 22. FORCE MAJEURE 22.1 Timely performance by both parties is essential to this Contract. However, neither party is liable for delays or other failures to perform its obligations under this Contract to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts of God, explosions, war, terrorist acts, riots, court orders, and, the acts of superior governmental or military authority or other similar incidents outside the control of the parties that renders the performance of this Contract impossible. This relief is not applicable unless the affected party does the following: uses due diligence to remove the effects of the Force Majeure as quickly as practicable; and provides the other party with prompt written notice of the cause and its anticipated effect. The City may perform functions itself or contract them out during periods of Force Majeure. Such performance is not a default or breach of this Contract by the City. If the Force Majeure continues more than sixty (60) calendar days, the Director may terminate this Contract by giving seven (7) calendars days written notice to CSC without any penalty to the City. Notwithstanding anything to the contrary, Contractor will not be relieved from performing its obligations under this Contract due to a strike or work slowdown of its employees. Contractor must employ only fully trained and qualified personnel during a strike. SECTION 23. COMPLIANCE WITH LAWS 23.1 This Contract is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 23.2 If City notifies CSC or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, CSC must immediately desist from and correct the violation. SECTION 24. BOYCOTT ISRAEL 24.1 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. SECTION 25. SOLICITATION OF EMPLOYEES 25.1 Neither the City nor the Contractor will, during the term of this Contract 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 Contract, without the prior written consent of the person's employer. Agreement between CSC and City 14 of 23 This provision will not apply to an employee who responds to a general solicitation or advertisement of employment by either party. SECTION 26. SOLE AGREEMENT 26.1 This Contract, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and CSC, and any lawful assign and successor of CSC, 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 Contract. IN WITNESS WHEREOF, the City and the CSC have caused this Agreement to be executed and delivered by their duly authorized representatives in Fort Worth, Tarrant County, Texas on 04* day of 201$.q CITY OF FORT WORTH CONTEMPORARY SERVICES CORPORATION, a California Corporation By. By. us Alanis Name: Ctp S . Assistant City Manager Title: 6 _ Ccv4vjr.-A_, RECOMMEN OR APPROVAL: By: Kirk Slaughter Director of Public Events APPROVED AS TO FORM AND LEGALITY: Tyler F. '•�� � Assistant City Attorney ATT ST• Ca � Mary kayser City Secretary M&C: P-12266 Date: October 23, 2018 tib ia95: ao1$- 3-7a(64g ®FFICIAB.RECUR® CITY SECRETARY Agreement between CSC and City F`I' WORM TX 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. Name: Title: JL OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Agreement between CSC and City 16 of 23 EXHIBIT A I. Description of Services A. CSC will, at its sole cost and expense, provide the Services set forth in this Contract consistent with the highest standards and practices common to this industry. The specific services to be provided and corresponding rates to be charges are set forth below and may be adjusted by written agreement of the City and CSC: SERVICES HOURLY RATE EVENT MANAGER $24.00 SUPERVISORS $18.75 USHERS $17.00 TICKET TAKERS $17.00 DOOR GUARDS $17.00 BAG CHECKERS $17.00 SECURITY SERVICES $17.00* HAND HELD METAL DETECTORS** $15 each per da TWO-WAY RADIOS $15 each per da WALK-THROUGH METAL DETECTORS** $250 each per da * Notwithstanding anything to the contrary, to the extent that CSC hires off- duty Fort Worth police officers to perform security services for Events, CSC agrees to charge any and all Clients the prevailing rates for such services. ** The effectiveness of metal detecting wands and walk-through metal detector procedures is that of a visual deterrent in attempting to screen out prohibited metal objects from being brought in the Event. CSC will implement this service so as to maximize the effectiveness as intended. However, CSC does not represent that the use of metal detection devices will be completely effective against any and all contraband. i. Event Manager The CSC event manager is responsible for the overall CSC operation during an Event. The event manager ensures that the administrative, logistical, and staffing operations run in accordance to the Client's plan. The event manager will deliver each Event briefing and oversee the deployment of staff. All supervisors will report to the event manager. ii. Supervisors 1. Supervisors oversee the CSC staff they are assigned and deploy the CSC staff to the individual posts and give additional post-specific briefing. The Agreement between CSC and City 17 of 23 Supervisors respond to any issues that CSC staff may have during the event. The primary responsibilities of the supervisors include, without limitation, the following: a. Provide positive, friendly environment for Clients. b. Ensure CSC event staff are performing assigned responsibilities correctly. c. Understand and identify potential crowd management, safety, or seating issues and respond accordingly. d. Have a thorough understanding of disability regulations as it relates to the FWCC and WRMC. e. Have a thorough understanding of layout and policies and procedures for the FWCC and WRMC. f. Assist City management with policy enforcement, as appropriate. g. Maintain open communication with City management of any issues or Event changes that may arise. h. Assist with FWCC and WRMC evacuation or shelter-in-place, if necessary. iii. Ushers and Ticket Takers 1. The primary responsibilities of the ticket takers include, without limitation, the following: a. Greet patrons as they enter performance venue. b. Check tickets for appropriate seating. c. Direct patrons to seats, using flashlights if necessary. d. Become familiar with various Event layouts. e. Show patrons where to find exits, bathrooms, and concession stands. f. Answer various questions. g. Ensure all patrons' needs are met. h. Seat patrons in an orderly fashion. i. Help eject disorderly or obnoxious patrons. j. Distribute prograins or event schedules. k. Identify fraudulent tickets. 1. Jake tickets and tear off portion for patron to keep. m. Resolve seating disputes. n. Remind patrons of no smoking rules and to turn off cell phones. o. Break down advertising displays. p. Set up merchandise booth. q. I lelp people coming on and off elevators. r. Help parents find lost children. s. Locate lost or missing articles. t. Provide emergency instructions. u. Ensure everyone adheres to safety rules. v. Page individuals wanted at the box office. w. Stamp hands or give door checks to those needing to leave early but wish to return. x. Ilold doors open for patrons as they exit. Agreement between CSC and City 18 of 23 y. Clean lobby and place debris in trash receptacles. z. Count and record tickets as they are collected. iv. Door Guards 1. The primary responsibilities of the door guards include, without limitation, the following: a. Check all credentials that are attempting to enter against the current credential list. b. Provide positive, friendly environment for Clients. c. Provide a safe environment for Clients and CSC staff. d. Understand and identify potential safety issues and respond accordingly. e. Have basic knowledge of building layout and policies and procedures for the FWCC and WRMC. f. Assist with policy enforcement within assigned areas. g. Monitor assigned areas as requested by City management. h. Assist with venue evacuation or shelter-in-place, if necessary. V. Bag Checkers 1. The primary responsibilities of the bag checkers include, without limitation, the following: a. Check all bags that enter the FWCC and WRMC against the prohibited items list. b. Provide positive, friendly environment for patrons. c. Provide a safe environment for Clients and CSC staff. d. Understand and identify potential safety issues and respond accordingly. e. Have basic knowledge of building layout and policies and procedures for the FWCC and WRMC. f. Assist with policy enforcement within assigned areas. g. Understand legal issues and responsibilities around bag checks. h. Provide basic bag checks for prohibited items as requested by City management. i. Assist with venue evacuation or shelter-in-place, if necessary vi. Security Services 1. The Security Services that may be required at the Events include, without limitation, the following: a. Staff and manage specific locations at the FWCC and WRMC to allow passage to specifically identified clients and other working personnel. b. Take prompt action against illegal entry of person(s) and contraband as specified within FWCC and WRMC facilities. c. Serve as bag checkers for all baggage, equipment, boxes, and deliveries to the facilities during event periods. Agreement between CSC and City 19 of 23 d. Serve as ticket takers/checkers, magnetometer operators for public entrances as well as other FWCC and WRMC locations. e. Patrol and manage specifically identified areas for potential safety hazards and vandalism. f. Assist in the management of crowd control and overall safety of the patrons and participants. g. Take prompt action against unauthorized persons in restricted areas. h. Report any and all criminal offenses, or violations of policies, procedures, rules, and regulations of the City. i. Assist with customer service and evacuating seating areas post event. j. In some cases, serve as customer service support and ushers in high traffic areas. k. Assist with public information in regards to customer service, safety, and security policies or procedures. 2. A separate, third party, company will be charged with operating the parking system at the WRMC, which includes the provision of security services. Thus, CSC will not be obligated to provide any security services for the parking system at the WRMC under this Agreement. II. Delivery of Services A. Pre-Event Discovery 1. CSC will conduct a pre-Event discovery up to 12 months prior to a scheduled Event. The pre-Event discovery may include site visits, kick-off meetings, Event plans, project visualization, pre-site walkthroughs, and pre-Event meetings to review each Client's needs concerning the Services. B. Pre-Event Marketing 1. CSC's onsite manager must initiate contact with Event management within a reasonable time prior to an Event's scheduled move-in date. 2. Upon receipt of Client lists, CSC's internal sales team will initiate marketing and sales efforts to educate clients on all Service offerings. 3. CSC must provide Event organizers with marketing kits upon initial site visitation or upon request to inform and educate the customer about Services provided by CSC. C. Service Orders 1. Prior to the start of any individual Event, CSC will perform the following: Agreement between CSC and City 20 of 23 i. Produce completion and status reports for the Services, which shall include, without limitation, numbers of Services requested, processed, paid, and the like. ii. Provide workforce projections based on actual and estimated Event volumes. iii. Check all materials and inventory levels to ensure that all Services can be properly and efficiently carried out. 2. CSC will provide an event management program and online order program that provides the following features to Clients: i. Clients only register online once with the ability to manage orders nationwide. ii. Real-time order processing with order confirmations sent electronically after the order is placed. 3. Any Service orders received by mail, fax, or email must be processed within 48 hours of receipt, with the Client receiving an order confirmation via email or fax. D. Event (Pre, During, and Post) 1. CSC will ensure that all equipment and personnel necessary to fulfill the Services set forth herein for each Client are properly and timely available. 2. CSC will be responsible for any and all set-up and tear down associated with the Services to be provided for each Event. 3. CSC must contact each and every Client prior to move-in to make the Event experience as smooth as possible. 4. Once an Event begins, CSC's representatives will actively visit the Client to ensure that all Services are satisfactory. 5. During each Event, CSC will ensure that it conducts all of its Services in accordance with the highest industry standards. 6. Staffing levels and specific posts, which includes the number of CSC's personnel to be used and deployed, will be determined by CSC and Clients following consultation with Director. E. Billing, Invoicing, and Collection 1. CSC will be responsible for all billing, invoicing, and collection activities for any Services to Clients of the FWCC and WRMC pursuant to the terms of this Contract. Agreement between CSC and City 21 of 23 2. CSC will ensure that all payments for the Services provided pursuant to this Contract are received by CSC from the Clients prior to providing any such Services. F. Follow-up 1. At the close of each Event, CSC will conduct surveys to rate the customers overall satisfaction with the Services provided. G. Ongoing Obligations of CSC 1. CSC will be responsible for developing an order form for all of the Services to be provided hereunder and issuing receipts to all Clients for Services rendered. The order form and any revisions thereto are subject to the prior approval of the Director. 2. CSC will coordinate any and all special access arrangements from providers. 3. CSC will work closely with the Director in the performance of any Services and related tasks reasonably required by the Director in order to fulfill the intent of this Contract. 4. CSC will dedicate a full-time general manager on-site at the FWCC or WRMC as well as adequate staff to ensure that the Services set forth herein are carried in to the highest industry standards. 5. CSC will participate in monthly meetings with the Director to review its Services and any recommendations for improvement of those Services. 6. CSC will provide the Director with real-time access to its event management and online ordering program to view pertinent financial and Event information regarding all Services under this Contract, which includes, without limitation, the following: i. Access to all call logs indicating conversations between CSC and Clients; ii. Access to Event orders and work orders; and iii. Access to a variety of financial reports (with the ability to create custom reports), including, order summaries, Event organizer invoices, and commission data. H. Miscellaneous 1. RECIPROCAL WAIVER OF CLAIMS — QUALIFIED ANTI-TERRORISM TECHNOLOGY i. This clause applies only if (1) a reciprocal waiver of claims is required pursuant to 6 U.S.C. §443 and (2) this Agreement involves the Agreement between CSC and City 22 of 23 manufacture, sale, use or operation of a CONTRACTOR Qualified Anti- Terrorism Technology(ies), as defined in accordance with this article. ii. This Agreement may involve the manufacture, sale, use, or operation of a Qualified Anti-Terrorism Technology(ies), and CSC may be either City's: (i) contractor, (ii) subcontractor, (iii) supplier, or (iv) vendor, of or for such technologies. iii. Pursuant to 6 U.S.C. §443(b) of the SAFETY Act and 6 C.F.R. §25.5(e), under this Reciprocal Waiver of Claims, each Party shall be responsible for Losses, including business interruption losses, that such Party sustains (and for Losses that its employees sustain) resulting from an activity resulting from an Act of Terrorism when the Qualified Anti-Terrorism Technology(ies) has been deployed in defense against or response to or recovery from such Act of Terrorism. iv. "Act of Terrorism," "Loss," "Qualified Anti-Terrorism Technology," and "Reciprocal Waiver of Claims,"are defined in 6 U.S.C. §§443-444. 2. UNIFORMS AND EQUIPMENT i. CSC's normal uniform for personnel shall be dark blue slacks and a yellow windbreaker, nylon jacket or golf shirt with the words "Event Staff' printed on the back and CSC's logo and an identifying number on the front. Supervisors' normal attire shall be a shirt or jacket of a different color than other personnel and shall have the word "Supervisor" on the front. ii. Any other equipment or supplies Client desires shall be provided by Client or may be purchased or rented by CSC with Client providing reimbursement for the cost of the supplies and any related labor cost. 3. SAFETY ACT PROVISIONS i. CSC and City agree and acknowledge that any protections afforded under the Homeland Security Act of 2002, pertaining to any approvals granted to any CSC Qualified Anti-Terrorism Technologies (QATT) under the "Support Anti-Terrorism by Fostering Effective Technologies Act", shall only apply when CSC's methods and practices as evaluated by the Department of Homeland Security for the applicable CSC QATT are fully implemented. Any deviation from CSC's method and practices for its QATT may nullify and erase the protections afforded under any CSC SAFETY Act approvals. Agreement between CSC and City 23 of 23 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FO RT 11 COUNCIL ACTION: Approved on 10/23/2018 REFERENCE ** 13P18-0243 EVENT DATE: 10/23/2018 NO.: P-12266 LOG NAME: STAFFING SERVICES FOR PUBLIC EVENTS SH PEF CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Revenue Generating Agreement with Contemporary Services Corporation to Provide Exclusive Event Staffing Services for Various Public Events, to Serve the Fort Worth Convention Center and Will Rogers Memorial Center with an Initial Two-Year Term and Authorize Three One-Year Renewal Options (COUNCIL DISTRICTS 7 and 9) RECOMMENDATION: It is recommended that the City Council authorize execution of a revenue generating agreement with Contemporary Services Corporation to provide exclusive event staffing services at the Fort Worth Convention Center and Will Rogers Memorial Center with an initial two-year term and authorization of three one-year renewal options. DISCUSSION: The Public Event Department approached the Purchasing Division to establish an agreement for exclusive event staffing services for the Fort Worth Convention Center (FWCC) and Will Rogers Memorial Center(WRMC). Organizations that rent these facilities will be required to use Contemporary Services Corporation; in turn, Contemporary Services Corporation will provide, among other services, ushers, ticket takers, badge checkers, and security personnel and will pay a concession to the City representing a percentage of the services that they provide. Public Events staff collaborated with members of the Fort Worth Police Department relating to include off-duty FWPD Officers that occasionally work events at the FWCC and WRMC to be included in this contract. This will eliminate individual transactions between event-holders and officers while also ensuring they are taxed as employees rather than contractors. The recommended company is accustomed to working with the assigned police liaison in other cities. Having a sole provider will allow the City to ensure a high quality of service to clients while also allowing a single firm to become extremely familiar with the facilities. The exclusivity of this contract may be waived by the Director of Public Events on a case-by-case basis for certain events, including without limitation, the Stock Show. The Purchasing Division issued a Request for Proposal (RFP) to 75 related vendors. The RFP was advertised in the Fort Worth Star- Telegram on April 4, 2018, April 11, 2018, April 18, 2018, April 25, 2018 and May 2, 2018. The City received four proposals. The Public Event Department evaluated and recommended Contemporary Services Corporation for a Revenue Generated Agreement. The term of this agreement shall be for an initial two-year term and three additional one-year renewal options. The Public Events Department estimates approximately $25,000.00 annually for revenue based upon an eight (8) percent commission for both the Fort Worth Convention Center(FWCC) and Will Rogers Memorial Center (WRMC) for non-Police staffing. M/WBE OFFICE -A Waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with BDE Ordinance, http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26092&councildate=10/23/2018 2/4/2019 M&C Review Page 2 of 2 because all services will be provided, therefore, subcontracting, or supplier opportunities from MBE/SBE firm(s) are negligible. Upon City Council approval, the Agreement shall begin upon execution of the Agreement. The facilities are located in COUNCIL DISTRICTS 7 and 9 but will serve Fort Worth residents in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Public Events and Facilities Department is responsible for the collection of funds due to the City under this agreement. Revenue in the amount of$25,000.00 annually is anticipated under the proposed terms. BQN\18-0243\SH TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID I Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Cynthia Garcia (8525) Additional Information Contact: John Padinjaravila Baby (2279) Sarah Howell (2059) ATTACHMENTS Form 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26092&councildate=10/23/2018 2/4/2019