HomeMy WebLinkAboutContract 50937 CITY SECRETARY
CONTRACT NO.
CONTRACT BETWEEN THE CITY OF FORT WORTH AND
EDLEN ELECTRICAL EXHIBITION SERVICES OF TEXAS,INC.,FOR EXCLUSIVE
ELECTRICAL DISTRIBUTION,PLUMBING AND COMPRESSED AIR SERVICES
FOR THE FORT WORTH CONVENTION CENTER AND ELECTRIC DISTRIBUTION
SERVICES FOR THE WILL ROGERS MEMORIAL CENTER
This Contract for Electrical Distribution, Plumbing, and Compressed 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 Edlen Electrical Exhibition Services of Texas,Inc.,a Texas 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 exhibitors and clients;
WHEREAS, electrical distribution,plumbing, and compressed air services are an integral
part of the success of the Fort Worth Convention Center and Will Rogers Memorial Center;
WHEREAS, Edlen is in the business of providing such services to similar facilities
throughout the United States; and
WHEREAS, the City desires to engage Edlen as its exclusive provider of electrical
distribution, plumbing, and compressed air services for clients and exhibitors at the Fort Worth
Convention Center;and
WHEREAS, the City also desires to engage Edlen as its exclusive provider of electrical
distribution services for clients and exhibitors 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
i
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 Citv means the City of Fort Worth, Texas.
1.1.2 Clients and Exhibitors 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 Edlen at the FWCC or WRMC for a particular purpose.
FOFFICIALRDAgreement between Edlen Electrical Exhibition Services of Texas,Inc.and CityY
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1.1.3 Contract Year means each successive twelve-month period during the term
of this Contract commencing on June 20 and expiring on June 19 of the following year.
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 Edlen means Edlen Electrical Exhibition Services of Texas, Inc., a Texas
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 Edlen or by any agent, employee, officer, partner, contractor, or subcontractor of Edlen 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 Edlen or anyone acting by or on behalf of Edlen 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 Edlen under this
Contract, including,but not limited to,rental equipment and labor(net of any rent paid or payable
by Edlen for such equipment). The sale of any goods, services, or other items that are returned by
the purchaser and accepted by Edlen, 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 FWCC. The City grants to Edlen the right to be the exclusive provider of
electrical distribution,plumbing, and compressed air services for all of the Clients
and Exhibitors of the FWCC. The specific services to be provided are set forth in
Exhibit A, which is attached hereto and incorporated herein by reference ("FWCC
Services").
2.1.2 WRMC. Except as otherwise set forth in this Agreement,the City grants
to Edlen the right to be the exclusive provider of electric distribution services for
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all of the Clients and Exhibitors of the WRMC. The specific services to be
provided are set forth in Exhibit A,which is attached hereto and incorporated
herein by reference ("WRMC Services").
A. SPECIAL CONDITION: Notwithstanding anything to the
contrary,during the period of time the WRMC is leased to and used by
and 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 other vendor
for various goods and services during its lease of the WRMC.
2.1.3 The FWCC Services and WRMC Services are collectively referred to
herein a"Services."
2.1.4 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. Edlen 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 Edlen
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 July 1, 2018, and will remain in effect until June 30, 2021
("Primary Term"), subject to early termination as provided herein.
3.2 Renewal Term. Following the Primary Term, the City and Edlen, by written
mutual consent, may elect to extend this Contract under the same terms and conditions for one
additional two (2) year period ("Renewal Term"). 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 Edlen must pay the City commissions based on a percentage of its monthly
Gross Revenue from the rights and privileges granted under this Contract in
accordance with the following payment structure:
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 3 of 24
Monthly Gross Revenue Percent to City
$0 to $200,000.00 30%
$200,000.01 and above 35%
4.1.2 Monthly Gross Revenue will be calculated based on a calendar month.
Payments shall be made with respect to each calendar month that this Contract is
in effect no later than the twentieth (2001) day of the following calendar month,
including the last payment to be made at either termination or expiration of this
Contract.
4.2 Capital Investments.
4.2.1 Edlen must spend or cause to be spent at least$1,000.00 per Contract Year
on capital investments that improve Services capabilities for Clients and Exhibitors.
These funds can be spent at either or both the FWCC and WRMC. The capital
investments will be mutually agreed upon, in writing, annually by Edlen and the
Director.
4.2.2 Any investments made to the FWCC or the WRMC will be subject to the
terms of this Contract, including,but not limited to, Section 7.
4.3 Marketing.
4.3.1 Edlen must spend or cause to be spent at least$1,000.00 per Contract Year
to market the FWCC and WRMC to potential Clients and Exhibitors. Any
marketing materials must receive the prior approval of the Director.
4.4 Miscellaneous.
4.4.1 Past due payments shall accrue interest at the rate at the maximum amount
allowed by law. For purposes hereof,a payment shall be past due if not paid within
thirty (30) days after its due date. In the event City is required to initiate litigation
to collect any sums due hereunder, Edlen agrees to pay the City's court costs and
reasonable attorney fees.
4.4.2 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 Edlen(in writing and with reasonable advanced
notice), and will be made in legal tender of the United States.
4.4.3 Except as may otherwise be agreed to in this Contract,the City reserves the
right, in its sole and absolute discretion, to allocate, appropriate, administer, and
expend any funds received as part of this Contract in any manner it deems
appropriate.
4.4.4 The parties understand and acknowledge that the obligations set forth in
Subsections 4.1-4.3 are cumulative of one another and that any obligation to pay or
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perform under one subsection will be in addition to any other obligation to pay or
perform in any other subsection.
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 Edlen will not be responsible for any maintenance of the Office Space.
Edlen 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 Edlen's
employees or for the Office Space.
5.4 Edlen 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. Edlen 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. Edlen'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)Edlen waives any and all defects in and to the Office Space and all appurtenances
thereto. The City will not be liable to Edlen or its invitees, licensees, contractors, employees,
subcontractors, or guests for any damage to any person or property due to the acts or
omissions of Edlen, 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. Edlen 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 Edlen will be at the sole expense of Edlen.
5.6 Edlen 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. Edlen will not
cause in any way an increase in the rate of fire insurance on the buildings or property. Edlen 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 Edlen agrees that it will not make or suffer any waste in,on, or to the Office Space.
Edlen will not make any alterations to the Office Space without first obtaining written approval
from the Director. Edlen further agrees to maintain and pick up litter attributable to Edlen 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
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standards and frequencies that may be established by City. Edlen will remove garbage and deposit
in dumpster 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 Edlen'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 Edlen 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 REQUIREMENTS
6.1 General Requirements. Edlen 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, Edlen will be in default of
the Contract and City may, at its option, terminate the Contract. Edlen 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
L $500,000 each occurrence
ii. $1,000,000 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.
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
Edlen's business as contracted herein.
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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 Edlen must revise such
amounts within thirty (30) calendar days following notice to Edlen 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,agents, and volunteers 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. Such insurance must cover employees performing work on any and all
projects. Edlen or its contractors must maintain coverages, if applicable. In the
event the respective contractors do not maintain coverage,Edlen 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 Edlen'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.
6.2.6 Deductible limits on insurance policies must not exceed $10,000 per
occurrence unless otherwise approved by City.
6.2.7 In the event there are any local, federal or other regulatory insurance or
bonding requirements for Edlen's operations, and such requirements exceed those
specified herein,the former will prevail.
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6.2.8 Edlen must require its contractors and subcontractors to maintain applicable
insurance coverages, limits, and other requirements as those specified herein; and,
Edlen must require its contractors and subcontractors to provide Edlen and City
with certificate(s) of insurance documenting such coverage. Also, Edlen must
require its subcontractors to have City and Edlen endorsed as additional insureds
(as their interest may appear) on their respective insurance policies.
SECTION 7.
ALTERATIONS, ADDITIONS, OR IMPROVEMENTS
7.1 Edlen may provide for and manage alterations, additions or improvements to City
property at the FWCC and WRMC with the prior written approval of the Director. City and Edlen
agree that Edlen will perform all alterations, additions, and improvements (i) in accordance with a
set of plans and specifications pre-approved by the Director; (ii) in accordance with all applicable
laws, ordinances, rules, regulations, and specifications of all federal, state, county, city, and other
governmental agencies now or hereafter in effect; (iii) in a good and workman like manner; and
(iv) in accordance with industry standards of care, skill, and diligence.
7.2 Approval by the City of any plans and specifications relating to any alterations,
additions, or improvements will not constitute or be deemed (i) to be a release by the City of the
responsibility or liability of Edlen and its subcontractors,for the accuracy or the competency of the
plans and specifications, including, but not limited to, any related investigations, surveys, designs,
working drawings and other specifications or documents,or(ii)an assumption of any responsibility
or liability by the City for any act, error or omission in the conduct or preparation of any
investigation, surveys, designs, working drawings and other specifications or documents by Edlen
or its subcontractors. City will own the plans and specifications.
7.3 Edlen may authorize a third party contractor to undertake all or any portion of any
alteration, addition, or improvement (a "Third Party Contractor") provided that Edlen first enters
into a contract with such Third Party Contractor for the work to be undertaken by the Third Party
Contractor and such contract contains all of the following: (i) a provision in a form acceptable to
the City pursuant to which the contractor and any subcontractors involved with the work agree to
release, indemnify, defend and hold harmless the City from any and all damages arising as a
result of or in relation to the work and for any negligent or grossly negligent acts or omissions
or intentional misconduct of the Third Party Contractor,any subcontractors,and Edlen,and
their officers, agents, servants and employees; (ii)a requirement that the Third Party Contractor
provide Edlen with a bond or bonds, which Edlen must forward to the City, that guarantees the
faithful performance and completion of all construction work covered by the contract and full
payment for all wages for labor and services and of all bills for materials, supplies and equipment
used in the performance of the contract in accordance with Section 2253.021 of the Texas
Government Code; (iii) a requirement that the Third Party Contractor provide insurance in
accordance with minimum requirements that may be required by the City, as approved in writing
by the City's Risk Manager; (iv) a requirement that the Third Party Contractor and any of its
subcontractors comply with 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; and (v) the provisions referred to in Section 10.2 hereto with respect to the audit of the
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 8 of 24
Third Party Contractor's records. All of the requirements contained in this Section will hereinafter
be referred to as the"Third Party Contract Provisions."
7.4 IF EDLEN ENTERS INTO ANY THIRD PARTY CONTRACT FOR
CONSTRUCTION OF ANY PUBLIC IMPROVEMENTS THAT DO NOT CONTAIN ALL OF
THE ABOVE THIRD PARTY CONTRACT PROVISIONS, AND TO THE EXTENT THAT
ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO,PROPERTY LOSS, PROPERTY DAMAGE OR
PERSONAL INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO THE THIRD PARTY
CONTRACT FOR WHICH THE CONTRACTOR THEREUNDER WOULD HAVE BEEN
REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY IF THE THIRD
PARTY CONTRACT PROVISIONS HAD BEEN INCLUDED IN THE THIRD PARTY
CONTRACT ("THIRD PARTY CONTRACT DAMAGES"), THEN EDLEN, AT EDLEN'S
OWN EXPENSE, WILL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY
ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE
CITY FROM AND AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS
IN ADDITION TO ANY OTHER INDEMNIFICATION PROVISION PROVIDED IN THIS
CONTRACT.
7.5 All alterations,additions,and improvements to City property made with the written
consent of the Director will, upon completion and acceptance by the City, become the property of
the City. Edlen may be required to remove, at its expense, any alterations, additions or
improvements not meeting specifications as approved by the City.
7.6 Unless otherwise specifically authorized by this Contract, Edlen will do no act or
make any contract that may 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, Edlen, 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
Edlen 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 FROM ANY
RIGHTS OR PRIVILEGES GRANTED TO EDLEN PURSUANT TO THIS CONTRACT, OR
CAUSED BY ANY DEFECT CAUSED BY EDLEN, OR ITS OFFICERS, AGENTS,
REPRESENTATIVES, EMPLOYEES, PARTNERS, 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 EDLEN OR OF ANY OF ITS EMPLOYEES, SUBCONTRACTORS,
LICENSEES, AND INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER
CASUALTY.
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8.2 EDLEN 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) EDLEN'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS CONTRACT OR (ii) ANY ACT OR OMISSION OF EDLEN OR ITS
OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, 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.
8.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, EDLEN, ON NOTICE
FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT EDLEN'S EXPENSE,
BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.
8.4 Edlen 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 Edlen 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, and any alterations, additions, or improvements made to the FWCC and WRMC
pursuant to the terms herein ("Audit Records"). On request of the City, Edlen 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,Edlen must furnish to the City a yearly
affidavit detailing any and all Gross Revenue derived from Edlen'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 Edlen to be true and correct in all material respects
to the best of that person's knowledge.
9.3 Edlen 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 Edlen 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 Edlen involving transactions relating to this
Contract. Edlen agrees that the City will have access during normal working hours to all necessary
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Edlen 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 Edlen reasonable advance notice
of intended audits.
10.2 Edlen 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.
SECTION 11.
TERMINATION
11.1 Termination for Convenience. City may terminate this Contract for its own
convenience by providing Edlen with at least ninety(90) days' written notice prior to the intended
termination date.
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).
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 Edlen 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 Edlen a sum equal in amount
to the cost incurred by Edlen 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 Edlen 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 Edlen's Duties Upon Expiration or Termination.
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11.5.1 Prior to the effective date for expiration or termination of this Contract,
Edlen must promptly remove all of its personal property;provided,however,Edlen
will not be obligated to remove any fixtures. Edlen must also repair any Edlen -
caused damage to the FWCC and WRMC,including,but not limited to,any damage
that Edlen causes during removal of Edlen's property,to the reasonable satisfaction
of the Director.
11.5.2 Phase Out and Transition.
a. Edlen recognizes that the Services provided pursuant to this
Contract are vital to the City's efforts to provide convenient electrical
distribution, plumbing, and compressed air services, as applicable, to the
Clients and Exhibitors 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 need phase-in
training; and that Edlen must reasonably cooperate in order to effect an
orderly and efficient transition. Edlen will reasonably cooperate with a
smooth and seamless transition and have a cooperative approach.There will
be no negative correspondence in Edlen's communications to any Clients
and Exhibitors 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 Edlen 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.Edlen will be completely responsible for providing the Services
called for by the Contract during its phase-out period.
11.5.3 If Edlen fails to comply with its obligations in this Section 11.5, City may,
at its sole discretion, (i)remove Edlen's personal property and otherwise repair the
FWCC and WRMC and invoice Edlen 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 Edlen; or(ii)following no less than thirty(30) calendar days prior written notice
to Edlen,take and hold any Edlen personal property as City's sole property; or(iii)
pursue any remedy at law or in equity available to City. If Edlen 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 Edlen
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 Edlen from any liability or obligation resulting from any event happening
prior to the completion of all post-termination duties.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 12 of 24
11.7 Other Remedies.Any termination of this Contract as provided in this Contract will
not relieve Edlen 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 Edlen 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 Edlen 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 Edlen hereunder and Edlen 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. Edlen 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.
11.9 Collateral to Cure Defaults. Within fifteen(15)calendar days after the execution
of this Contract, Edlen must post a performance bond in the amount of $25,000.00, in a form
reasonably satisfactory to the City, to secure Edlen's performance hereunder. The performance
bond must list the City as a dual obligee, and the City will be entitled to claim against the bond for
any amount owed to the City pursuant to this Contract.
SECTION 12.
NONDISCRIMINATION
12.1 Edlen 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 Edlen
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 Edlen 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 Edlen may be debarred
from further agreements with City.
SECTION 13.
VENUE AND CHOICE OF LAW
13.1 Edlen 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
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 13 of 24
14.1 The provisions and conditions of this Contract are solely for the benefit of the City
and Edlen, and any lawful assign or successor of Edlen, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
14.2 Edlen 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 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: Edlen:
City of Fort Worth Edlen Electrical Exhibition Services of Texas, Inc.
Public Events Department 6705 S. Eastern Avenue
Fort Worth Convention Center Las Vegas,NV 89119
Attn: Director Attn: President
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 Edlen 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
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 14 of 24
provisions of this Contract,Edlen 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, representative,
agents, servants,officers, contractors, subcontractors,and volunteers. Edlen acknowledges that the
doctrine of respondeat superior will not apply as between the City and its officers,representatives,
agents, servants, and employees, and Edlen and its employees, representative, agents, servants,
officers, contractors, subcontractors, and volunteers. Edlen further agrees that nothing herein will
be construed as the creation of a partnership or joint enterprise between City and Edlen. It is further
understood that the City will in no way be considered a Co-employer or a Joint employer of Edlen
or any employees, representative, agents, servants, officers, contractors, subcontractors, and
volunteers of Edlen.Neither Edlen,nor any officers, agents, servants, employees or subcontractors
of Edlen will be entitled to any employment benefits from the City. Edlen 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. Edlen represents that
all of its employees and subcontractors who perform Services under this Contract will be qualified
and competent to perform the Services set forth herein. The Director reserves the right to refuse
to permit any employee of Edlen from providing the Services set forth herein for any reason,
provided that if the conduct of the employee is correctable, such employee will have first been
notified of his or her objectionable conduct and will have had 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
Edlen.
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.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 15 of 24
SECTION 20.
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
20.1 By executing this Contract, Edlen's agent affirms that he or she is authorized by
Edlen or its general partner to execute this Contract and that all representations made herein with
regard to Edlen'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 Edlen 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.
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 Edlen 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.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 16 of 24
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 Edlen or any of its officers, agents, employees, contractors,
subcontractors,licensees,volunteers, or invitees of any violation of such laws, ordinances,rules or
regulations, Edlen 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.
SOLE AGREEMENT
25.1 This Contract, including any exhibits attached hereto and any documents
incorporated herein, contains the entire understanding and agreement between the City and Edlen,
and any lawful assign and successor of Edlen, 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 of Fort Worth and the Edlen have caused this
Agreement to be executed and delivered by their duly authorized representatives in Fort Worth,
Tarrant County, Texas on day of 2018.
CITY OF FORT WORTH EDLEN ELECTRICAL EXHIBITION
SERVICES OF TEXAS,INC.,
a Texas Corporation
J
By: By:
san Alanis James ette g, Jr.
Assistant City Manager President
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 17 of 24
RECOMMENDED FOR APPROVAL:
By:
_ Z'4��104
Kirk laughter
Director of Public Events
APPROVED AS TO FORM
AND LEGALITY:
Ty er ach
Assista ity orney FOR
°..
AT �,` ;4
* :z
ry kayser
City Secretary •••
�XAS
M&C: P-12209
Date: June 12, 2018
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:
7M9
OFFICIAL RECORD
CITY 8ECRI«'I'ARY
ff.IowN#$TX
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 18 of 24
EXHIBIT A
I.
Description of Services
A. Edlen will, at its sole cost and expense, provide the Services set forth in the Contract
consistent with the highest standards and practices common to this industry. The specific Services
to be provided and corresponding rates to be charged are set forth below and may be adjusted by
written agreement of the City and Edlen.
1. FWCC Services
CITY QTY ADVANCE REGULAR TOTAL
Shwa 24hrs/day PAYMENT PAYMENT COST
120 VOLT Hours Only Double rate PRICE PRICE
500 WATTS(5 AMPS) 64.00 99.00
1000 WATTS(10 AMPS) 87.00 126.00
2000 WATTS(20 AMPS) 108.00 143.00
208 VOLT SINGLE PHASE
20AMPS 150.00 225.00
30 AMPS 185.00 278.00
40 AMPS 235.00 353.00
50AMPS 270.00 405.00
208 VOLT THREE PHASE
20 AMPS 252.00 378.00
30 AMPS 362.00 543.00
40 AMPS 472.00 708.00
50 AMPS 527.00 791.00
Please call for information on any services you require that are not listed here.
1000 WATT OVERHEAD LIGHT'(read below) 64.00/day
SINGLE(on stand) 70.00 85.00
DOUBLE(on stand) 8200 98,00
TRIPLE(an stand) 91.00 108.00
*(Overhead quartz lights are billed for each event day and require labor to install.Call for quote.)
15'EXTENSION CORD 20.00
POWER STRIP 20.00
ST(Mon-Fd,8am-6pm,excluding holidays) 75.00
OT(Mon-Fri,6pm-8am,Sat,Sun,&hdidays) 112.50
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 19 of 24
UTILITY SERVICES ADVANCE RFGULAR TOTAL
COMPRESSED AIR:90.100 LBS.PSI
Air Outlet(cog for a quote for 24-hour AU) 310.00 375.00
Total CFM Requirements
"Exhibitors muel Nmfah necessary Iliterdriers,regulators and ffdhvs to connect 101!4-Milton Quick Connect
WATER LINES(00-06 P.S.I.)
Water Connections 310.00 375.00
*Service outlet 314"ho selconnection"Deadine to pre-order.One week prior to show
PSI required: GPM Required:
ONE TIME FILL(000 gallon max) Deadline to pre-order.One week prior toshow
Up to 500 gallons 180.00 276.00
Air and water service available to most locations.Contact Eden for location availabilly.If not available,
additional coat to bring service to booth will be charged.
"Exhibilors must furnish necessary roosters and male pipe thread for connection. i
Water S EAST d,WEST EXHIBIT HAL,(AIR IN WEST HALL ONLY)
Service will be brought to the rear of the booth In the most convenient manner.
LABORPWMBING
ST(Mon-Fd,Sam-bpm,excluding holidays) 75.00
OT(Mon-Fri,6pm-8am,Sat,Sun,8,holidays) 1112.50
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 20 of 24
2. WRMC Services
QTY QTY ADVANCE REGULAR TOTAL
Shaw 241tratdsy PAYMENT PAYMENT COST
120 VOLT Hours Only Double rats PRICE PRICE
1000 WATTS(10 AMPS) 93.00 134.00
2000 WATTS(20 AMPS) 116.00 160.00
208 VOLT SINGLE PHASE
20 AMPS 167.00 210.00
30 AMPS 174.00 225.00
50 AMPS 316.00 385.00
200 VOLT THREE PHASE
20 AMPS 236.00 316.00
30 AMPS 283.00 350.9D
60 AMPS 405.00 626.00
208 VOLT 100 AMP PANEL 840.00 1050.00
OUTSIDE RV OUTLET
12tH 30 AMP 185.00 250.00 �
120V 50 AMP 280.00 350.00
EQUIPMENT
EDLEN SUPPLIED POWER PANEL 375.00 640.00
LIGHT TOWER 325.00 400.00
16'EXTENSION CORD` 20.00
POWER STRIP' 20.00
AIR AND WATER CONNECTIONS -7,1
WATER CONNECTIONS 5585 PS.1."Must have Order 5 350.00 460.00
worldna days prior to show"'
ELECTRICAL :O-
ST(Mon-Fri.Sam4pm,excluding holidays) 65.00
OT(Mon-Fri,4pm Sam,Sat,atm,&holidays) 150.00
Holidays and Weekends 200.00
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 21 of 24
II.
Delivery of Services
A. Pre-Event Discovery
1. Edlen 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 and Exhibitor's needs concerning the Services.
B. Pre-Event Marketing
1. Edlen'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 and Exhibitor lists from the Client and Exhibitor, Edlen's
internal sales team will initiate marketing and sales efforts to exhibitors and educate
exhibitors on all product and Service offerings.
3. Edlen must provide Event organizers marketing kits upon initial site visitation or
upon request to inform and educate the customer about Services provided by Edlen.
C. Ordering and Production
1. Prior to the start of any individual Event, Edlen will perform the following:
i. Produce completion and status reports for the Services,which shall include,
without limitation,number of orders received,processed,paid,and the like.
ii. Review floor plans with the general service contractor to coordinate the
Services. The general services contractor is typically the decorator or
company that provides the scaled diagram of the floor configuration of
FWCC and WRMC Event space for an Event.
iii. Provide workforce projections based on actual and estimated Event
volumes.
iv. Check all materials and inventory levels to ensure that all Services can be
properly and efficiently carried out.
2. Edlen will provide an event management program and online order program that
provides the following features to Clients and Exhibitors:
i. Clients and Exhibitors 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.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc,and City 22 of 24
3. Any orders received by mail,fax, or email must be processed within 48 hours of
receipt, with the Client or Exhibitor receiving an order confirmation via email or
fax.
4. Orders will also be permitted to be placed electronically by the Client or Exhibitor
on the show floor with a hand held device.
D. Event Pre, During, and Post)
1. Edlen will ensure that all equipment necessary to fulfill the Services set forth herein
for each Client and Exhibitor is available and properly and timely installed,
programmed, and tested.
2. Edlen will be responsible for any and all set-up and tear down associated with the
Services to be provided for each Event.
3. Edlen must contact each and every Client and Exhibitor on the show floor prior to
move-in to make the Event experience as smooth as possible.
4. For events with a larger order base, Edlen will maintain a service desk during the
Event's operating hours. Each service desk will be equipped with remote access for
on-demand information. For all other Events, a direct access phone line will be
placed at the service desk for instant assistance. Larger order bases will be
determined at the discretion of the Director.
5. Edlen will conduct quality checks of FWCC and WRMC floor plans, Event
information, and proper installation of all necessary equipment and infrastructure
related to the Services to be provided hereunder.
6. Once an Event begins, Edlen's representatives will actively visit the Client and
Exhibitors to ensure that all Services are satisfactory.
7. Upon completion of an Event, Edlen will re-inventory its equipment in a prompt
and efficient manner to meet the usage timeline of the appropriate facility with the
FWCC or WRMC. All equipment supplemented from Edlen's local warehouse
will be removed from the FWCC and WRMC at the conclusion of each Event.
E. Billing, Invoicing, and Collection
1. Edlen be responsible for all billing, invoicing, and collection activities for any
Services to Clients and Exhibitors of the FWCC and WRMC pursuant to the terms
of this Contract.
2. Edlen will ensure that all payments for the Services provided pursuant to this
Contract are received by Edlen from the Clients and Exhibitors prior to providing
any such Services.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 23 of 24
F. Follow-up
1. At the close of each Event,Edlen will conduct surveys to rate the customers overall
satisfaction with the Services provided.
G. Ongoing Obligations of Edlen
1. Edlen will be responsible for developing an order form for all of the Services to be
provided hereunder and issuing receipts to all Clients and Exhibitors for Services
rendered. The order form and any revisions thereto are subject to the prior approval
of the Director.
2. Edlen will coordinate any and all special access arrangements from providers.
3. Edlen 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. Edlen 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. Edlen will provide routine maintenance on all of its equipment no less than once a
Contract Year. Elden's electricians will provide primary maintenance on
inventoried equipment not being utilized during Event standby hours.
6. Elden will notify the Director of any maintenance issues as they relate to any of the
permanent utility services within the FWCC or WRMC. Elden will provide labor
to maintain such services at no cost to the City and any request by the Director for
service maintenance will be addressed promptly by Edlen.
7. Edlen 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 Edlen and Clients
and Exhibitors;
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.
Agreement between Edlen Electrical Exhibition Services of Texas,Inc.and City 24 of 24
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR` 1i
COUNCIL ACTION: Approved on 6/12/2018
REFERENCE ** 13P18-0195 ELECTRICAL
DATE: 6/12/2018 NO : P-12209 LOG NAME: SERVICES JPB PEF
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Revenue Generating Agreement with Edlen Electrical Exhibition
Services of Texas Inc., to Provide Electric, Plumbing and Compressed Air Services for
Facility Users and Exhibitors at the Fort Worth Convention Center and Will Rogers
Memorial Center with an Initial Three-Year Term (COUNCIL DISTRICTS 7 and 9)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a revenue generating agreement with Edlen
Electrical Exhibition Services of Texas Inc., to provide electric, plumbing and compressed air services for
facility users and exhibitors at the Fort Worth Convention Center and Will Rogers Memorial Center with an
initial three-year team and authorize one additional two-year renewal option.
DISCUSSION:
The Public Events and Facilities Department approached the Purchasing Division to establish an
agreement for exclusive electric, plumbing and compressed air services for the Fort Worth Convention
Center(FWCC) and electric distribution services for the Will Rogers Memorial Center(WRMC).
Organizations that rent these facilities will be required to use this vendor; in turn, the vendor will pay a
concession to the City representing a percentage of the services that they provide. 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. Staff issued a Request for Proposal (RFP) consisting of detailed
specifications to 72 related vendors. The RFP was advertised in the Fort Worth Star-Telegram on March 7,
2018, March 14, 2018, March 21, 2018, March 28, 2018 and April 4, 2018. The City received three
proposals.
Staff evaluated the proposals and recommends awarding the contract to Edlen Electrical Exhibition
Services of Texas Inc., with three-year term and one additional two-year renewal option. Edlen Electrical
Exhibition Services of Texas Inc., will pay 30 percent of gross receipts from $1.00 to $200,000.00 and 35
percent of receipts over$200,000.00 to the City. For the current agreements awarded in June 2012 (M&C
C-25653), for the FWCC, the City receives 19 percent of gross receipts from $1.00 to $200,000.00 and 24
percent of receipts over$200,000.00 and for the WRMC, the City receives 15 percent of gross receipts.
Annual gross receipts are anticipated to exceed $1,000,000 for both facilities combined and the anticipated
annual commission to the Public Events department is estimated to be approximately $300,000.
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 the BDE Ordinance, because the purchase of
goods or services is from sources where subcontracting or supplier opportunities 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:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25889&councildate=6/12/2018 7/3/2018
M&C Review Page 2 of 2
The Director of Finance certifies that the Public Events and Facilities Department is responsible for the
collection of funds due to the City.
BQN\18-0195\JPB
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 Year (Chartfield 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Cynthia B. Garcia (8525)
John Padinjaravila Baby (2279)
ATTACHMENTS
18-0195 Ratinq Scores.pdf
Form 1295.pd
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25889&councildate=6/12/2018 7/3/2018