HomeMy WebLinkAboutContract 54801 CONTRACT BETWEEN THE CITY OF FORT WORTH AND
FLAIR EVENT STAFFING, INC. D/B/A USHER& MORE
FOR EVENT STAFFING SERVICES 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 Flair Event Staffing, Inc. d/b/a
Usher and More ("Vendor"),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 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 Ci ymeansthe 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 FWCCor WRMC or any of the Services provided by Vendor at
the FWCC or WRMCfor a particular purpose.
is c [ GSGN,G aka G i7RF)
gpn pry
0� ',,0-, greement for Event Staffing Services 1 0
1.1.3 Contract Yearmeans each successive twelve-month period during the term
of this Contract commencing on October 1 and expiring onSeptember30 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 Vendor means Flair Event Staffing, Inc.,d/b/a Usher&More.
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
Vendorfrom 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 lawthat 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, suchGross 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 Ushers, Ticket Taking, Door Guards,
and Badge Checkingstaffing 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: Notwithstanding anything to the
contrary, during the period of time the WRMC is leased to and used
by and/orfor the Stock Show and such other non-ticketed, private
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checker;Services 2 of 21
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 variousgoods 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 fouradditional 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 ofeight percent (8%) of its
monthly Gross Revenue from the rights and privileges granted under this
Contract.
4.1.2 Monthly Gross Revenue will be calculated based on a calendar month.
Payments must be made with respect to each calendar month that this Contract is
in effect no later than the twentieth (20th) day of the following calendar month,
including the last payment to be made at either termination or expiration of this
Contract.
4.2 Miscellaneous.
4.2.1 Past due payments will accrue interest at the rate at the maximum amount
allowed by law. For purposes hereof, a payment will be past due if not paid
within thirty (30) calendar days after its due date. In the event City is required to
initiate litigation to collect any sums due hereunder, 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 Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 3 of 21
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 frequentty than once every 12 months, and Vendor must
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 4 of2i
revise such amounts within thirty (30) calendar days following notice to Vendor
of such requirements.
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 ariseout 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,
VENDORmust 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, Vendormust require its contractors and subcontractors to provide
Vendor and City with certificate(s) of insurance documenting such coverage.
Also, Vendormust 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
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 5 of 21
from the City to do so; and should Vendor fail to discharge the same, such failure will constitute a
breach of contract.
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 DEFECTCAUSED BY VENDOR, OR ITS OFFICERS, AGENTS,
REPRESENTATIVES, EMPLOYEES, PARTNERS, CONTRACTORS, AND SERVANTSIN
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 VENDORAGREES 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 CONTRACTEXCEPT 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 Vendormust 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
requirementare only those Audit Records necessary to determine compliance with this Contract.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 6 of 21
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 affidavitmust be certifiedby an officer of Vendor to be true and correct in all
material respects to the best of that person's knowledge.
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 involvingtransactions relating to this
Contract. Vendor agrees that the City will have access during normal working hours to all
necessary Vendorfacilities and will be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City willgive Vendorreasonable
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 providingVendor with thirty(30) day written notice.
10.2 Termination for Cause. Unless stated elsewhere in this Contract, either
partywill be in default under this Contract if itbreaches 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 partyreferencing this Contract (or, if the defaulting
partyhas 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 Vendoror any agent or
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 7 of 21
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
Vendora sum equal in amount to the cost incurred by Vendor in providing such gratuities.
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,
Vendormust 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
willreasonablycooperate with a smooth and seamless transition and have a
cooperative approach. There will be no negative correspondence in
Vendor'scommunications 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. 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. Vendor will be completely responsible for providing the
Services called for by the Contract during its phase-out period.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 8 of 21
10.5.3 If Vendor fails to comply with its obligations in this Section 10,5, City
may, at its sole discretion, (i) removeVendor'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 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 Vendorhereunder will continue in effect until such is surrendered.
10.6 Duties and Obligations to Survive Termination or Expiration. No termination
or expiration will releaseVendor 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 unpaidand ducat 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.
NONDISCRINIINATION
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.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 9 of 21
SECTION 12.
VENUE AND CHOICE OF LAW
12.1 Vendor and City agree that this Contractwill 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 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 Usher and More
Public Events Department Attn: Donna Larson
Fort Worth Convention Center P.O.Box 10367
Attn: Director Fort Worth, Texas 76114
1201 Houston Street
Fort Worth, Texas 76102
with copy to:
City of Fort Worth
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 10 of 21
City Attorney's Office
Attn: City Attorney
200 Texas Street
Fort Worth, Texas 76102
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 wilt 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. NeitherVendor,
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.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 11 of 21
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.
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 courtof 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 eitherVendor 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
party'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
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 12 of 21
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.
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 tern: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
andVendor, 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.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 13 of 21
[SIGNATURES ON THE FOLLOWING PAGE]
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 FLAIR EVENT STAFFING,INC.
DB/AUSHER& MORE,
A Texas corporation
By: v L4� By. ( .r
_
Jay Chapa ` Donna Larson
Deputy City Manager President/Owner
Date: �L � � Date:
RECOMMENDED FOR APPROVAL:
By: Kalv —C)��
Michael Crum
Director of Public Events
APPROVED AS TO FORM
AN LEGALI Y:
ler F. Wallach -
Assistant City Attorney '
ao Kayser
City Secretary
M&C: No M&C necessary OMFOCOA�RECORD
Contract Compliance Manager: Cc; TV°SECRCI�,�"RV
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers services 14 of 21
of this contract, including ensuring all performance
and reporting requirements.
1
Name:
Title: au'h
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 15 of 21
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
EVENT MANAGER $17.00
SUPERVISORS $17.00
USHERS $17.00
TICKET TAKERS $17.00
DOOR GUARDS $17.00
BAG CHECKERS $17.00
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. 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
tothe 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.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 16 of 21
h. Assist with FWCC and WRMC evacuation or shelter-in-place, if
necessary.
iii. Ushers and Ticket Takers
1. The primary responsibilities of the ticket takers include, without limitation,
the following:
a. Greet patrons as they enter performance venue.
b. Check tickets for appropriate seating.
c. Direct patrons to seats, using flashlights if necessary.
d. Become familiar with various Event layouts.
e. Show patrons where to find exits, bathrooms, and concession stands.
f. Answer various questions.
g. Ensure all patrons'needs are met.
h. Seat patrons in an orderly fashion.
i. Help eject disorderly or obnoxious patrons.
J. Distribute programs or event schedules.
k. Identify fraudulent tickets.
1. Take tickets and tear off portion for patron to keep.
in. Resolve seating disputes.
n. Remind patrons of no smoking rules and to turn off cell phones.
o. Break down advertising displays.
p. Set up merchandise booth.
q. Help people coming on and off elevators.
r. Help parents find lost children.
s. Locate lost or missing articles.
t. Provide emergency instructions.
u. Ensure everyone adheres to safety rules.
v. Page individuals wanted at the box office.
w. Stamp hands or give door checks to those needing to leave early but
wish to return.
x. Hold doors open for patrons as they exit.
y. Clean lobby and place debris in trash receptacles.
z. Count and record tickets as they are collected.
iv. Door Guards
1. The primary responsibilities of the door guards include, without limitation,
the following:
a. Check all credentials that are attempting to enter against the current
credential list.
b. Provide positive, friendly environment for Clients.
c. Provide a safe environment for Clients and Vendorstaff.
d. Understand and identify potential safety issues and respond
accordingly.
e. Have basic knowledge of building layout and policies and procedures
for the FWCC and WRMC.
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 17 of 21
f. Assist with policy enforcement within assigned areas.
g. Monitor assigned areas as requested by City management.
h. Assist with venue evacuation or shelter-in-place, if necessary.
V. Bag Checkers
1. The primary responsibilities of the bag checkers include, without limitation,
the following:
a. Check all bags that enter the FWCC and WRMC against the prohibited
items list.
b. Provide positive, friendly environment for patrons.
c. Provide a safe environment for Clients and Vendorstaff.
d. Understand and identify potential safety issues and respond
accordingly.
e. Have basic knowledge of building layout and policies and procedures
for the FWCC and WRMC.
f. Assist with policy enforcement within assigned areas.
g. Understand legal issues and responsibilities around bag checks.
h. Provide basic bag checks for prohibited items as requested by City
management.
i. Assist with venue evacuation or shelter-in-place,if necessary
II.
Delivery of Services
A. Pre-Event Discovery
1. Vendorwill 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 Marketins�
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. Vendormustprovide 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
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 18 of 21
1. Prior to the start of any individual Event,Vendorwill 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.
I Real-time order processing with order confirmations sent electronically
after the order is placed.
3. Any Service orders received by mail, fax, or email must be processed within 48
hours of receipt,with the Client receiving an order confirmation via email or fax.
D. Event(Pre,During,and post)
1. Vendorwill ensure that all equipment and personnel necessary to fulfill the
Services set forth herein for each Client are properly and timely available.
2. Vendorwill be responsible for any and all set-up and tear down associated with
the Services to be provided for each Event.
3. Vendormust contact each and every Client prior to move-in to make the Event
experience as smooth as possible.
4. Once an Event begins, Vendor'srepresentatives will actively visit the Client to
ensure that all Services are satisfactory.
5. During each Event, Vendorwill 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'spersonnel to be used and deployed, will be determined by Vendorand
Clients following consultation with Director.
E. Billing Invoicing, and Collection
Agreement for Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 19 of 21
1. Vendorwitl be responsible for all billing, invoicing, and collection activities for
any Services to Clientsof the FWCC and WRMC pursuant to the terms of this
Contract.
2. Vendorwill ensure that all payments for the Services provided pursuant to this
Contract are received by Vendorfrom the Clients prior to providing any such
Services.
F. Follow-ut)
1. At the close of each Event, Vendorwill conduct surveys to rate the customers
overall satisfaction with the Services provided.
G. Ongoing Obligations of VENDOR
1. Vendorwill 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. Vendorwill coordinate any and all special access arrangements from providers.
3. Vendorwill 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. Vendorwill 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. Vendorwill participate in monthly meetings with the Director to review its
Services and any recommendations for improvement of those Services.
6. Vendorwill 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 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
Agreement for Ushers,Ticket Takers,Boor Guards,and Bag Checkers Services 20 of 21
i. Vendor's normal uniform for personnel will be black slacks, white shirts, and a
yellow windbreaker, nylon jacket, or golf shirt with the words "EVENT STAFF"
printed on the back and USHER & MORE printed on the front upper left side.
Supervisors' normal attire shall be a shirt or jacket of a different color than other
personnel and shall have the word"Supervisor" on the front.
ii. Any other equipment or supplies Client desires 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 Ushers,Ticket Takers,Door Guards,and Bag Checkers Services 21 of 21