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HomeMy WebLinkAboutContract 54799 Doa�7+�tgn Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D 1 3AC CCTV SECRETARY . .. 4-199 c CONTRACT BETWEEN THE CITY OF FORT WORTH AND LONE STAR PROTECTION & SECURITY,LLC,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 Lone Star Protection& Security, LLC ("Vendor"), a Texas limited liability company, 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, Vendor is in the business of providing such services to similar facilities throughout the United States; and WHEREAS,the City desires to engage Vendor as its exclusive provider of Event Staffing services for clients at the Fort Worth Convention Center; and WHEREAS, the City also desires to engage Vendor 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 CU 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 Vendor at the FWCC or WRMC for a particular purpose. 1.1.3 Contract Year means each successive twelve-month period during the term of this Contract commencing on October 1 and expiring on September 30 of the following year. Agreement for Staffing Services at FWCC and WMRC DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 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 Vendor means Lone Star Protection & Security, LLC. 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 Vendor or by any agent,employee,officer,partner,contractor,or subcontractor of Vendor 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 Vendor or anyone acting by or on behalf of Vendor 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 Vendor under this Contract, including,but not limited to, rental equipment and labor (net of any rent paid or payable by Vendor for such equipment). The sale of any goods, services, or other items that are returned by the purchaser and accepted by Vendor, 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 Vendor the right to be a non-exclusive provider of Security staffing services for 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: Notwithstandinlz 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 Agreement for Staffing Services at FWCC and WMRC 2 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC Show will have full authority to enter into contracts with other vendor for various goods and services during its lease of the WRMC. SECTION 3. TERM 3.1 Primary Term. This Contract will be binding on the date of execution by the parties and effective beginning on October 1, 2020, and will remain in effect until September 30, 2021 ("Primary Term"), subject to early termination as provided herein. 3.2 Renewal Term. Following the Primary Term, the City and Vendor, by written mutual consent, may elect to extend this Contract for four 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 Vendor must pay the City a commission of eight percent(85/o)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, Vendor agrees to pay the City's court costs and reasonable attorney fees. 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 Vendor (in writing and with reasonable advanced notice), and will be made in legal tender of the United States. Agreement for Staffing Services at FWCC and WMRC 3 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 5. INSURANCE REQUIREMENTS 5.1 General Requirements. Vendor 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, Vendor will be in default of the Contract and City may, at its option, terminate the Contract. Vendor must maintain, or require its general contractors and subcontractors to maintain (where applicable) the following coverages and limits thereof: 5.1.1 Commercial General Liability(CGL)Insurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 5.1.2 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 VENDOR'S business as contracted herein. 5.1.3 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 5.2 Additional Requirements. 5.2.1 Such insurance amounts will be revised upward at City's reasonable option and no more frequently than once every 12 months, and Vendor must revise such amounts within thirty (30) calendar days following notice to Vendor of such requirements. Agreement for Staffing Services at FWCC and WMRC 4 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 5.2.2 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. 5.2.3 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. Vendor or its contractors must maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, VENDOR must maintain the coverage on such contractor, if applicable, for each applicable contract. 5.2.4 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. 5.2.5 Insurers of Vendor'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. 5.2.6 In the event there are any local, federal or other regulatory insurance or bonding requirements for Vendor's operations,and such requirements exceed those specified herein,the former will prevail. 5.2.7 Vendor must require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Vendor must require its contractors and subcontractors to provide Vendor and City with certificate(s)of insurance documenting such coverage. Also, Vendor must require its subcontractors to have City and Vendor endorsed as additional insureds (as their interest may appear) on their respective insurance policies. SECTION 6. LIENS 6.1 Vendor 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, Vendor, 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 Vendor fail to discharge the same,such failure will constitute a breach of contract. Agreement for Staffing Services at FWCC and WMRC 5 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 7. LIABILITY AND INDEMNIFICATION 7.1 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 VENDOR, 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 VENDOR OR OF ANY OF ITS EMPLOYEES, SUBCONTRACTORS, LICENSEES,AND INVITEES. 7.2 VENDOR 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) VENDOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR(ii)ANY ACT OR OMISSION OF VENDOR 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. 7.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, VENDOR, ON NOTICE FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT VENDOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 7.4 Vendor 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 8. RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS 8.1 Vendor 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, Vendor 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. 8.2 In addition to any audit rights granted herein, Vendor must furnish to the City a yearly affidavit detailing any and all Gross Revenue derived from Vendor'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 Vendor to be true and correct in all material respects to the best of that person's knowledge. Agreement for Staffing Services at FWCC and WMRC 6 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 8.3 Vendor 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 9. AUDIT 9.1 Vendor 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 Vendor involving transactions relating to this Contract. Vendor agrees that the City will have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. 9.2 Vendor 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 10. TERMINATION 10.1 Termination for Convenience. City may terminate this Contract for its own convenience by providing Vendor with thirty (30) day written notice. 10.2 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. 10.3 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 Vendor 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 Vendor a sum equal in amount to the cost incurred by Vendor in providing such gratuities. Agreement for Staffing Services at FWCC and WMRC 7 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 10.4 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 VENDOR 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. 10.5 Vendor's Duties Upon Expiration or Termination. 10.5.1 Prior to the effective date for expiration or termination of this Contract, Vendor must promptly remove all of its personal property; provided, however, Vendor will not be obligated to remove any fixtures. Vendor must also repair any Vendor-caused damage to the FWCC and WRMC, including, but not limited to, any damage that Vendor causes during removal of Vendor's property, to the reasonable satisfaction of the Director. 10.5.2 Phase Out and Transition. a. Vendor 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 need phase-in training; and that Vendor must reasonably cooperate in order to effect an orderly and efficient transition. Vendor will reasonably cooperate with a smooth and seamless transition and have a cooperative approach.There will be no negative correspondence in Vendor'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 Vendor must provide phase-out orientation to its successor contractor prior to Contract termination or expiration at no charge to the City. Vendor will still perform under the terms of this Agreement. During the training/phase-out, the Vendor is responsible for collecting any and all payments for its Services from the Clients. Phase-out orientation must comprise a minimum of 7 working days,unless otherwise agreed by the parties in writing. Orientation may include system operations, procedures, record keeping, reports, and procurement procedures. 10.5.3 If Vendor fails to comply with its obligations in this Section 10.5,City may, at its sole discretion, (i) remove Vendor's personal property and otherwise repair the FWCC and WRMC and invoice Vendor 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 Vendor; or (ii) following no less than thirty (30) calendar days prior Agreement for Staffing Services at FWCC and WMRC 8 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC written notice to Vendor,take and hold any Vendor personal property as City's sole property; or(iii)pursue any remedy at law or in equity available to City. If Vendor 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 Vendor hereunder will continue in effect until such is surrendered. 10.6 Duties and Obligations to Survive Termination or Expiration. No termination or expiration will release Vendor from any liability or obligation resulting from any event happening prior to the completion of all post-termination duties. 10.7 Other Remedies.Any termination of this Contract as provided in this Contract will not relieve Vendor 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 Vendor 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 Vendor 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 Vendor hereunder and Vendor may pursue any and all rights and remedies or relief provided by law, whether or not stated in this Contract. 10.8 Lost or Anticipated Profits. Vendor 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. SECTION 11. NONDISCRIMINATION 11.1 Vendor 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 Vendor 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. 11.2 In the event of Vendor 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 Vendor may be debarred from further agreements with City. SECTION 12. VENUE AND CHOICE OF LAW 12.1 Vendor 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. Agreement for Staffing Services at FWCC and WMRC 9 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 13. THIRD-PARTY RIGHTS AND ASSIGNMENTS 13.1 The provisions and conditions of this Contract are solely for the benefit of the City and Vendor,and any lawful assign or successor of Vendor,and are not intended to create any rights, contractual or otherwise,to any other person or entity. 13.2 Vendor 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 14. BINDING COVENANTS 14.1 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 15. NOTICES 15.1 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: VENDOR: City of Fort Worth Lone Star Protection & Security, LLC Public Events Department Attn: Kirk Grable Fort Worth Convention Center 118 Marble Court, Suite E Attn: Director Aledo,Texas 76008 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 Agreement for Staffing Services at FWCC and WMRC 10 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 16. INDEPENDENT CONTRACTOR 16.1 It is expressly understood and agreed that Vendor 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, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Vendor acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants, and employees, and Vendor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City will in no way be considered a Co- employer or a Joint employer of Vendor or any employees,representative,agents,servants,officers, contractors, subcontractors, and volunteers of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor will be entitled to any wages or employment benefits from the City. Vendor 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. Vendor 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 Vendor from providing the Services set forth herein for any reason, provided that if the conduct of the employee is correctable, the Director will notify Vendor first of the objectionable conduct and allow Vendor the opportunity to correct it. SECTION 17. AMENDMENTS, CAPTIONS,AND INTERPRETATION 17.1 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 Vendor. 17.2 Captions and headings used in this Contract are for reference purposes only and will not be deemed a part of this Contract. 17.3 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. Agreement for Staffing Services at FWCC and WMRC 11 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 18. GOVERNMENTAL POWERS AND IMMUNITIES 18.1 It is understood that by execution of this Contract, the City does not waive or surrender any of its governmental powers or immunities. SECTION 19. AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 19.1 By executing this Contract, Vendor's agent affirms that he or she is authorized by Vendor or its general partner to execute this Contract and that all representations made herein with regard to Vendor's identity, address, and legal status are true and correct. 19.2 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 20. SEVERABILITY AND NO WAIVER 20.1 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 Vendor or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Contract. 20.2 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 parry's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 21. FORCE MAJEURE 21.1 City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy,fires, strikes, lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems,epidemics,pandemics,or any other similar causes. The Parties acknowledge that this Agreement is being entered into during a state of emergency following the COVID-19 pandemic outbreak.The Parties agree that this provision shall not apply to the COVID-19 pandemic outbreak unless a subsequent binding order is issued by an entity with direct jurisdiction over Vendor or City that prohibits the continuation of the services. Agreement for Staffing Services at FWCC and WMRC 12 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC SECTION 22. COMPLIANCE WITH LAWS 22.1 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. 22.2 If City notifies Vendor or any of its officers, agents, employees, contractors, subcontractors, licensees,volunteers, or invitees of any violation of such laws, ordinances,rules or regulations, Vendor must immediately desist from and correct the violation. SECTION 23. BOYCOTT ISRAEL 23.1 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 24. SOLICITATION OF EMPLOYEES 24.1 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. This provision will not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 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 Vendor, and any lawful assign and successor of Vendor, 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. [SIGNATURES ON THE FOLLOW PAGE] Agreement for Staffing Services at FWCC and WMRC 13 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC IN WITNESS WHEREOF, the City and the Vendor have caused this Agreement to be executed and delivered by their duly authorized representatives in Fort Worth, Tarrant County, Texas.. CITY OF FORT WORTH LONE STAR PROTECTION& SECURITY,LLC, a Texas limited liability company By: y���L/';% By. iV>! Jay Chapa Kirk Grable Deputy City Manager MemberMember Date: `/� � —,x"/ Date 10/27/2020 RECOMMENDED FOR APPROVAL: By: NSOCe--� Michael Crum Director of Public Events APPROVED AS TO FORM AND LEGALITY: A&V44 Tyler F. Wallach _�� �r Assistant City Attorney ` f ..... ffiari Kayser ity Secretary M&C:No M&C necessary 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. T treName .rt is �►' !-z i t Cn V SE r,S ET A�Y Agreement for Staffing Services at FWCC and WMRC 14 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC EXHIBIT A I. Description of Services A. Vendor 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 Vendor: SERVICES HOURLY RATE SECURITY SERVICES $26.00* HAND HELD METAL DETECTORS $15 each per day TWO-WAY RADIOS $15 each per day WALK-THROUGH METAL DETECTORS $250 each per day * Notwithstanding anything to the contrary,to the extent that Vendor hires off- duty Fort Worth police officers to perform security services for Events, Vendor agrees to charge any and all Clients the prevailing rates for such services. i. Event Manager The Vendor event manager is responsible for the overall Vendor 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. Security Services 1. The Services that maybe 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. 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. Agreement for Staffing Services at FWCC and WMRC 15 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 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, Vendor will not be obligated to provide any security services for the parking system at the WRMC under this Agreement. iii. Supervisors 1. Supervisors oversee the Vendor staff they are assigned and deploy the Vendor staff to the individual posts and give additional post-specific briefing. The Supervisors respond to any issues that Vendor 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 Vendor 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. II. Delivery of Services A. Pre-Event Discovery 1. Vendor 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 Agreement for Staffing Services at FWCC and WMRC 16 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 1. Vendor's 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, Vendor's internal sales team will initiate marketing and sales efforts to educate clients on all Service offerings. 3. Vendor must provide Event organizers with marketing kits upon initial site visitation or upon request to inform and educate the customer about Services provided by Vendor. C. Service Orders 1. Prior to the start of any individual Event,Vendor will perform the following: 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. Vendor 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 re,During, and Post) 1. Vendor will ensure that all equipment and personnel necessary to fulfill the Services set forth herein for each Client are properly and timely available. 2. Vendor will be responsible for any and all set-up and tear down associated with the Services to be provided for each Event. 3. Vendor must contact each and every Client prior to move-in to make the Event experience as smooth as possible. Agreement for Staffing Services at FWCC and WMRC 17 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC 4. Once an Event begins, Vendor's representatives will actively visit the Client to ensure that all Services are satisfactory. 5. During each Event, Vendor 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 Vendor's personnel to be used and deployed, will be determined by Vendor and Clients following consultation with Director. E. Billing, Invoicing, and Collection 1. Vendor 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. 2. Vendor will ensure that all payments for the Services provided pursuant to this Contract are received by Vendor from the Clients prior to providing any such Services. F. Follow-0 1. At the close of each Event, Vendor will conduct surveys to rate the customers overall satisfaction with the Services provided. G. Ongoing Obligations of VENDOR 1. Vendor 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. Vendor will coordinate any and all special access arrangements from providers. 3. Vendor 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. Vendor will dedicate a full-time general manager as well as adequate staff to ensure that the Services set forth herein are carried in to the highest industry standards. 5. Vendor will participate in monthly meetings with the Director to review its Services and any recommendations for improvement of those Services. 6. Vendor will provide the Director with real-time access to its event management and online ordering program to view pertinent financial and Event information Agreement for Staffing Services at FWCC and WMRC 18 of 19 DocuSign Envelope ID:A8313AD8-A73A-43C4-954D-E493E32D13AC regarding all Services under this Contract, which includes, without limitation, the following: i. Access to all call logs indicating conversations between VENDOR 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. UNIFORMS AND EQUIPMENT i. Vendor's normal uniform for personnel will be black pants and a grey button down shirt with the company logo on the sleeve and a badge affixed to the left breast side of the shirt. Supervisors' normal attire shall be a blue and black"police style"polo with the company logo on the sleeve as well as "Security" on the back. ii. Any other equipment or supplies Client desires will be provided by Client or may be purchased or rented by Vendor with Client providing reimbursement for the cost of the supplies and any related labor cost. Agreement for Staffing Services at FWCC and WMRC 19 of 19