HomeMy WebLinkAboutContract 56499 City Secretary Contract No. 56499
FORTWORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager,and ALL CITY MANAGEMENT SERVICES,INC.
("Vendor"), a California Corporation, acting by and through its duly authorized representative, each
individually referred to as a"party"and collectively referred to as the"parties."
1. Scope of Services.Vendor will provide a full-service program to provide school crossing
guard services for the City of Fort Worth.The Vendor shall administer and coordinate the program fully.
("Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for
all purposes.
2. Term. This Agreement begins on September 1,2021 ("Effective Date") and expires on
August 31,2022("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial
Term"). City will have the option,in its sole discretion,to renew this Agreement under the same terms and
conditions,for up to four(4) one-year renewal option(s)(each a"Renewal Term').
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Two Million One Hundred and Seven Thousand
Two Hundred and Nine Dollars($2,107,209.00),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 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.
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 30 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal 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.
4.3 Duties and'.`Obligations 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
•Vendor Services Agreement OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City 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
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Inforri%tibri Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will 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. Itiaht 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 Coritrrietor: 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
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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.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND.RESPONS`IBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OM1SSfON(S), MALFEASANCE OR X.-;r(QNAL MISCONDUCT 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 OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMA GE OR LOSS(INCLUDINGALLEGED 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 O.M SSIOIVS OR MALFEASANCE OF VENDOR,ITS OF.PICERS,
AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY LNDEMNIFICAfiI01V — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade marl, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay will not apply if
City modifies or misuses the software and/or documentation.So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim;however,Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, suet use is materially adversely
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restricted,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment 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 Stibcogtract. 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 Coveraee: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.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
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Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
10.2 General Requirement's:
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be. sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Coniali$nee with Laws.Ordinances.RWiA.d adlteiulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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
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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: To Vendor:
City of Fort Worth All City Management Services,Inc.
Attn:Jesus Chapa,Deputy City Manager Attn:Harlan Sims,Director of Marketing
200 Texas Street 10440 Pioneer Blvd,Suite 5
Fort Worth,TX 76102-6314 Santa Fe Springs,CA 90670
Facsimile: (817) 392-8654 Facsimile: 310-202-8284
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 City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any:future
occasion.
17. Governing,tAw I 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
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. Foree.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
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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. I•Ieaclinirs 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 6f-:C6uns61. 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. Counterparfs. 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. Wurralnty-of Selwvices. 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. IrinmieratiaziNatidnalifyAct. 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 City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
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 THIS 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. Oiynersliia o;-Work..Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation that are created,published,displayed, or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
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will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due, or rights of retention thereto on the part of City.
27. �iQnafure: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.
28. Change in Company-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.
29. No Boycott 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 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"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies 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.
30. PROi13IBITION'ON BOYCOTTING ENERGY COIV!ANIES Vendor acknowledges
that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S.,S.B. 13, §2,the City is prohibited from entering into a contract for goods or services that has a value
of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with
10 or more full-time employees unless the contract contains a written verification from the company that
it:(1)does not boycott energy companies;and(2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company"and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 13, §2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
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31. PROMBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES. Vendor acknowledges that except as otherwise provided by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is
prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1)does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association;and(2)will not discriminate during the term of the contract against a firearm entity or firearm
trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the
meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021,
87th Leg.,R.S.,S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Si na:Wres. 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.
33. Eritirety:.df--A: &h6it. 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.
(Signature page follo)vs)
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract including
By: Jesus'?n paK173. 21 IIAG CDT) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED;
By:
Kelly Cle eland(Oct 5,202114:00 CDT)
Name: Kelly Cleveland
Ngd Noakt Title: Acting Sr. Contract Compliance
By: Nell Noakes(Oct 13,2021 11:45 CDT) Specialist
Name: Neil Noakes �oodnnu��
Title: Chief of Police F°FOR I. APPROVED AS TO FORM AND
a °° 00 LEGALITY:
ATTEST: ~°
�v0 o=d
�1 ° .y,
Y��Y°°° °00 TO
TEX pSaaa By; NicoNico Aria 21 11•:l3 CDT(
By: Name: Nico Arias
Name: Ronald P. Gonzales Title: Assistant City Attorney
Title: Acting City Secretary
CONTRACT AUTHORIZATION:
M&C: 21-0600
Date Approved: 8/24/2021
Form 1295 Certification No.:
ALL CITY MANAGEMENT SERVICES,
INC.
By:
Name: ihrimrsims �L-
Title: S'c{/E OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Page 10 of 17
EXHIBIT A
SCOPE OF SERVICES
1.0 SGOPI` OF SERVICES
The City Is seeking Contractors to provide a full-service program to provide school crossing
guard services for the City of Fort Worth. The Contractor shall administer and coordinate
the program fully. Currently, the City of Fort Worth Police Department covers 11 school
districts, 137 schools with elementary age children for a total of 235 intersections, All 235
intersections will need coverage. School crossing guards shall be provided in both the
morning and afternoon hours during the school year. There will need to be coverage for
school days and summer days during each school year.
2.0 coos N jUARDS
2.1 The Contractor shall recruit, select, and employ school crossing guards and
alternate crossing guards as required to provide coverage at each crossing
guard post on each day when guards are required in accordance with the
adopted school calendars provided by the school districts. The Contractor is
responsible for the application process and determining the suitability and
qualifications of the guards hired. All crossing guards employed by the
Contractor to perform services under this Contract shall meet the
qualifications specified in this Request forProposals.
2.2 The Contractor shall remove, and replace, any assigned personnel deemed
unacceptable by the City. Replacement personnel shall be assigned
immediately after the removal of any personnel. The Contractor shall have
the capacity to provide a crossing guard at alternative locations if the City
deems additional sites arenecessary.
3.0 PRO.GRAMMANAC3WENT
3.1 The Contractor shall provide a program manager as required to ensure competent
and efficient management of the crossing guard program and this staff member
must be identified to the City as well as his/her cell phone number. The awarded
Contractor is to choose a main contact for the City and most daily communications
are to come from this individual. This person must have a cell phone and their
number must be disclosed to the City prior to contract approval.
3.1.1 Awarded Contractor shall provide program manager's resumeto the
City.
3.2 The Contractor shall be willing to have a quarterly meeting with City staff to discuss
performance and any issues/questions. Also, the Contractor shall coordinate
between the City of Fort Worth Police Department liaison and the school district on
any and all issues related to crossingguards.
Vendor Services Agreement Page 11 of 17
4.0 FIELD SUPERVISION,,
4.1 The Contractor shall make on-site visitations at crossing guard sites periodically to
insure compliance to the Contract. The Contractor shall conduct on-site visitations to
crossing guards'sites at during the schoolyear.
4.1.1 Awarded contractor shall provide quarterly reports to the Cityon crossing
guards'performance.
5.0 MINIMUM FORSCHOOL CROSSING GUARDS,
5.1 Qualifications: Crossing guards provided by the Contractor to provide services under
this Contract shall:
5.1.1 Be at least eighteen (18)years of age.
5.1.2 Be physically and mentally capable of performing the duties of a
crossing guard.
5.1.3 Have the ability to give and follow oral instructions.
5.1.4 Have the ability to establish and maintain effective working relationships with
children, parents, school officials and law enforce mentofficials.
5.1.5 Have the ability to remain calm and use Judgment and initiative in an
emergency situation.
5.1.6 Be free of any criminal offenses involving children.
5.1.7 Be capable of speaking fluentEnglish.
5.1.8 Must past initial drug test and random test throughout theyear.
5.1.9 Must pass initial background check and re-checks every six(6)months.
5.1.9.1 Background checks shall be provided to the City.
6.0 UNTIES OF.CRO.S.SING GUARDS
6.0.1 All crossing guardsshall:
6.0.2 Halt vehicles when necessary by mechanical and hand signal to permit
children to cross the road safely.
6.0.3 Maintain order among children assembled at street crossing points and permit
them to cross only when they can do so safely.
6.0.4 Report to the Police Department the license plate numbers of motorvehicles
who violate traffic laws or crossing guard instructions.
6.0.5 Make children aware of the elements of traffic safety and operation of
pedestrian controls.
6.0.6 Report to school authorities the names of children who donot
follow safety regulations.
6.0.7 Wear a reflective traffic safety vest at all times when on duty;
Vendor Services Agreement Page 12 of 17
7.0 � PROCEDURE.FOR QHQ5SjNQQ 1�ARDG
7.1 The Contractor shall contact the last two (2) or three (3) employers for each crossing
guard applicant.
7.2 Personnel reference should also be checked if the applicant has not been employed
during the last five (5)years,
7.3 Employment and personal reference checks should be of such a nature as will provide
the Contractor with the information necessary to determine If the applicant is capable
of performing the duties of acrossing guard.
7.4 The Contractor shall provide an initial fingerprint and again after six (6) months each
applicanVemployee and shall complete a fingerprint identification card, which shall be
forwarded within five (5) working days to the Fort Worth Police Department. The
Contractor shall not employ any person as a crossing guard who has been convicted
of a drug offense, sex offense or a felony, or is otherwise prohibited from working with
children.
7.5 The Contractor shall maintain records of fingerprint identification during the period of
this Contract and five (5) years thereafter. Such records shall be available to the City
for review upon request of the City.
7.6 All such employment, personal and criminal history background checks shall be
performed at the Contractor's sole cost andexpense.
8,0 TRAINING PROGRAM
8.1 The Contractor shall provide each crossing guard with appropriate training for the
position of crossing guard before assigning a guard to any post.The training program
shall include:
8.1.1 General indoctrination concerning rules and regulations of employment.
8.1.2 Instructions on the proper completion and handling of required reports.
8.1.3 Crossing guard techniques appropriate to the guard post.
8.1.4 Telephone numbers, and addresses, of the school(s)served by the
crossing guards and local law enforcement.
8.1.5 Public relations instructions, including the importance of image, dress and
appearance, attitude and general demeanor of a crossing guard.
Vendor Services Agreement Page 13 of 17
City Secretary Contract No.
9.0 MATERIALS TO.15E_S.UPPLIED BYTIJE CQUT AC-'TOR
9.1 The Contractor shall provide each crossing guard with the following equipment:
9.1.1 Contractor's identifiable patch and photo ID badge.
9.1.2 Complete uniform with regulation-size, hand-held stop sign. Brass or
plastic whistle.
9.1.3 Traffic safety vest.
9.1.4 High Visibility rain coat(asneeded).
9.1.5 These items must be on each guard each day they are working. No guard may
work at our crossing without the following items.
10.0 HOURS OE SERVICE
10.1 Regular hours of Service shall be: 7:00 a.m. - 8:30 a.m., and 2:00 p.m. - 3:30 p.m. with
the exception of Crowley ISD school crossing guards shall be 6:45 a.m, -8:15a.m. and
2:00 p.m. to 3:30 p.m.
10.1.1 Early Release Days: Based on School District Calendar.
10.1.2 All school days and summer school days(students In session)will require
guard services. One (1) crossing guard, with appropriate back-up,should
be adequate. Guards must be flexible in their schedule to be able to flex
if ice days, early release days, or other last minute school schedule
changes occur.
11.0 §QHQOL DISTRICTS
11.1 Guard services shall be provided to the following school districts
11.1.1 Fort Worth ISD
11.1.2 Eagle Mountain/SaginawlSD
11.1.3 Lake Worth ISD
11.1.4 Crowley ISD
11.1.5 Keller ISD
11.1.6 NorthwestlSD
11.1.7 Aledo ISD
11.1.8 Castleberry ISD
11.1.9 Everman ISD
11.1.10 White Settlement ISD
11.1.11 Hurst Euless Bedford ISD
11.1.12 Lena Pope
11.1.13 School districts may be subject to change.
Vendor Services Agreement Page 14 of 17
12.0 HO uRL.Y PAY RATES
12.1 If a Contractor's Hourly Pay Rate to Its workers goes down during any term of an
Agreement with City, the lower rate is required to be reported to the City and an
adjustment in the Contractor's Hourly Bill Rate downwards will be reflected.
12.2 if a Contractor's Hourly Pay Rate to its workers goes up during any term of an
Agreement with City, the Hourly Pay Rate represented In a Contractor's proposal will
remain.To be clear,the City will not pay an increased Contractor hourly bill rate beyond
what is represented in a Contractor's proposal,
Vendor Services Agreement Page 15 of 17
City Secretary Contract No,
EXHIBIT B
PAYMENT SCHEDULE
RRTWQR*Tr.
CITY OF FORT WORTH BID OFFER
tID' papo Invited: ALL CITY MANAGEMENT SERVICES INC
e1 10440 PIONEER BLVO STE#6
tFtound' Varalon SANTA FE SPRINGS CA M870
s Unitod Sletee
tNnme Submit To. Cllvb►FoftWorih
Timo FInlobTlr6o P CHASING DIVISION
ylo1:01'i30toe CIXF• 0� :3otoo ear LOWER LEVEL CITY HALL
200 TEXAS ST.
Fort Worth TX 76102
Untied Siatan
Email: FMSPumimRingResponaoBCbrtworthtaxae.9ov
nogltallf
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$silatlon: Unit unliprica Total
(tool Ctmsft Guard 6arvk",per Iho 726280,00 'EA
achedspodllcllloru $18.82 $2,107,209
Total Bid Amounl: $2,107,209
Vendor Services Agreement Page 16 of 17
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M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT�OrTII
DATE: 8/24/2021 REFERENCE **M&C 21- LOG NAME: 13P21-0084 CROSSING
NO.: 0600 GUARDS AR PD
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with All City Management Services, Inc. for
Crossing Guard Services in an Annual Amount Up to $2,107,209.00 for the Police
Department and Authorize Four One-Year Renewals for the Same Amount (Continued
from a Previous Meeting)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with All City
Management Services, Inc. for crossing guard services in an annual amount up to $2,107,209.00 for
the Police Department and authorize four one-year renewals for the same amount.
DISCUSSION:
The Police Department (PD) approached the Purchasing Division to procure an annual agreement for
crossing guards. The department will utilize this agreement to provide crossing guards for school
crossings in the morning and afternoon hours for normal and summer school days during the school
year. Each school crossing guard will work three hours per day. Currently, the Police Department
covers 11 school districts and 137 schools with elementary age children for a total of 235
intersections. All 235 intersections will be provided coverage. Purchasing issued a Request for
Proposals (RFP)which consisted of detailed specifications describing the City's standards and
expectations and the required duties of the crossing guards.
This RFP was advertised in the Fort Worth Star-Telegram on March 31, 2021, April 7, 2021, April 14,
2021, April 21, 2021, and April 28, 2021. Two responses were received, All City Management
Services, Inc. and National Security & Protective Services, LLC.
National Security & Protective Services, LLC, was deemed non-responsive by Purchasing because
they did not submit all the required information. The remaining bid was evaluated by using Best Value
criteria, which included purchase price, proposer's approach and methodology to perform services,
proposer's related project experience handling City volume, proposer's references, proposer's plan
and method for hiring crossing guards, and commitment to business equity participation. After
evaluation, the panel concluded that All City Management Services, Inc. presented the best value to
the City and therefore recommends the crossing guard agreement to All City Management Services,
Inc.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
All City Management Services, Inc. is in compliance with the City's Business Equity Ordinance by
committing to 100\% Business Equity participation on this project. The City's MWBE goal on this
project is 25\%. Additionally, All City Management Services, Inc. is a certified MBE firm.
Upon City Council's approval, the agreement shall begin upon execution of the agreement and shall
end one year from that date.
This agreement may be renewed for up to four one-year terms at the City's option. This action does
not require specific City Council approval provided that the City Council has appropriated sufficient
http://apps.cfwnet.org/council packet/me review.asp?ID=29148&councildate=8/24/2021 10/15/2021
M&C Review Page 2 of 2
funds to satisfy the City's obligations during the renewal term.
FISCAL. INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the General Fund to support the approval of the above
recommendation and execution of the agreement. Prior to any expenditure being incurred, the Police
Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Neil Noakes (4215)
Additional Information Contact:
Cynthia Garcia (8525)
A'ja Robertson (8585)
ATTACHMENTS
httuJ/aUps.cfwnet.org/council packet/mc review.asn?ID=2914R&crninci1(in te,=R/24/9.09.1 1n/15/q(1?1