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HomeMy WebLinkAboutContract 55904CSC No. 55904 ��� ����� VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") 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 SuiteMate Staffing Solutions, Inc. ("Vendor"), a Texas corparation, acting by and through its duly authorized representative., each individually referred to as a"party" and collectively referred to as the "parties." WHEREAS, the City owns and operates the Will Rogers Memorial Center located at 3401 W Lancaster Avenue, Fort Worth, Texas 76107 ("WRMC"); WHEREAS, WRMC 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 WRMC; WHEREAS, Vendor is in the business of providing such services to similar facilities throughout the United States; WHEREAS, the City desires to engage Vendor to provide cash handling services for events at the FWCC and WRMC; NOW, THEREFORE, in consideration for the covenants and agreement hereafter set forth, the parties hereto agree as follows: 1. Scope of Services. Vendor agrees to provide cash handling services for Events at the WRMC ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. Event(s) means any performance, production, show, exhibit, or activity scheduled at WRMC. 2. Term. This initial term of this Agreement is for one year, beginning on the date executed by the City (`Bffective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). The City, in its sole and absolute discretion, may renew this Agreement for four (4) additional one-year terms (each a "Renewal Term"). 3. Compensation. 31 City will pay Vendar Fifteen Dollars and Fifty Cents ($15.50) per hour for each hour of Services performed pursuant to this Agreement up to at total of One Hundred Thousand Dollars and Zero Cents ($100,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in Vendor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.2 Priar to submitting an invoice to the City for payment of the applicable Services, Vendor must verify the quality of the Services performed. The City will review and inspect a11 Services to determine their acceptability. If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor will have ten (10) days to correct any deficiencies, unless otherwise agreed to by the Parties in writing. Payment to the Vendor will not be authorized unless the City accepts the Services in writing in the form attached in Exhibit B. The City's acceptance will not be unreasonably withheld. 3.3 Following acceptance of the Services by the City, the Vendor must provide the City with a signed invoice summarizing (i) the Service(s) that have been completed and (ii) requesting payment. If the City requires additional reasonable information, it wi11 request the same promptly after receiving the above information, and the Vendor must provide such additional reasonable information to the extent the same is available. Invoices must be submitted to the City of Fort Worth, attention Kevin Kemp, 3401 Lancaster Avenue, Fort Worth, Texas 76107. 3.4 The City will make payment in accordance with the Texas Prompt Payment Act. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with immediate written notice of termination. 4.2 Non-a�propriation of Funds. In the event no funds or insufficient funds are appropriated by City in any iiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 43 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to Ciry Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential Vendor Services Agreement Page 2 of 10 and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Coniidential or Proprietary, City will promptly notify Vendor. It wi11 be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are suff'icient wi11 not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, 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 officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. 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 City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, Vendor Services Agreement Page 3 of 10 WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDZICT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Assi�nment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. Vendor Services Agreement Page 4 of 10 (c) Worker's Compensation: Statutory limits according to the Texas Warkers' Compensation Act or any other state warkers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Fidelity: Contractor must maintain coverage in the form of insurance or bond in the minimum amount of $50,000.00 to insure against loss from the fraud, theft, or dishonesty of any of Contractor's off'icers, agents, trustees, directors employees, or volunteers. To effectuate any reimbursement, such fidelity coverage must include a rider stating that reimbursement for any loss or losses must name the City as a Loss Payee. The City's Risk Manager shall have the right to review and evaluate the insurance or bond coverage and suggest revisions in coverage in accordance with this section. 10.2 General Requirements (a) The commercial general liabiliry and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth Ciry Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f j Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, Vendor Services Agreement Page 5 of 10 ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: SuiteMates Stafiing Solutions, Inc. 3901 Arlington Highlands BLVD #200 Arlington, TX 76018 Attn: Eureka Pinkney Phone: 817-405-9226 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of EmploYees. Neither City nor Vendor will, during the term of this Agreement 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 Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of Ciry's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement 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, is brought pursuant to this Vendor Services Agreement Page 6 of 10 Agreement, 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. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its Services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide Ciry with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Vendor Services Agreement Page 7 of 10 Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF TffiS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 27. Chan�e in Comqany Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 28. No Bovcott of IsraeL If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 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 veriiication 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" has the meanings ascribed to those tertns in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certif"ies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 29. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 30. Entirety of A�reement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, 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 Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Vendor Services Agreement Page 8 of 10 WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: T�S. U�- BV: Jesus J. Chapa (Jun 21, 202ll0:50 CDT) J Name: Jay Chapa Title: Deputy City Manager Date: J u n 21, 2021 20 APPROVAL RECOMMENDED: it�lci;�iae-G � C��cr�r� Michael E Crum (Jun 14, 202ll6:37 CDT) y• Name: Michael Crum Title: Director, Public Events Department ATTEST: By: i�� ����� 0 Name: Mary Kayser Title: City Secretary VENDOR: �- u �� � FORT��d a o � �� ° � ��•+� pvg o2 � � �� F �d� a� nEXASa�,� SUITEMATE STAFFING SOLUTIONS, INC. a Texas corporation By: Name Title: Date: &ccreka� Pir�,k�� Eureka Pinkney President/Owner Jun 14, 2021 20 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. K� K�- By: Name: Kevin Kemp Title: Assistant Director, Department Public Events APPROVED AS TO FORM AND LEGALITY: �u� c�J�� By: 4. Name: Tyler F. Wallach Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NA Form 1295: NA Vendor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1. Vendor will, at its sole cost and expense, provide the staffing necessary to provide the Services set forth in this Agreement consistent with the highest standards and practices common to this industry. 2. Background Checks a. Vendor will a comprehensive screening program administered by a third-party to ensure that only the most qualified candidates are chosen. All contractors will be screened before they are assigned to perform Services at the FWCC or WRMC, which includes a state/federal criminal background check (7-10 years), driver's license record check, nationwide sex offender registry, e-verify, 5 and 10 panel drug screen testing, and credit check. 3. Vendor will provide staffing for cash handling services for Events on an as-needed basis. The Services include, but are not limited to: a. Speaking to customers and staff on the phone, by radio, and in person b. Taking orders for products and services c. Completing monetary transactions via cash, check, or credit card d. Writing receipts for each transaction. e. Communicating with City staff as needed to pick up receipts and deliver products. £ Logging all transactions at the end of a business day for reconciliation by an accountant. 4. Vendor must reimburse the Ciry for any accounting reconciliation that exceeds $10.00 (i.e., more than a loss of $10) within 10 business days after being notified by the City in writing. In the event that the Vendor fails to pay such amount, then the City has the right to deduct said amount from any payments to the Vendor under this Agreement. 5. Services will be performed on an as-needed basis at the written request of the City. 6. Vendor will pay a minimum of $10.00 per hour to anyone providing Services, with the understanding that the Parties may amend the Agreement to increase this rate as part of any renewal. Vendor Services Agreement Page 10 of t0