HomeMy WebLinkAboutContract 62091CSC No. 62091
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 FLIP FIVE ENTERPRISE LLC ("Vendor"), a
Texas limited liability company, 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 Youth Sports Officials for the Park & Recreation
Department's Youth Sports Program ("Services"), as set forth in more detail in Exhibit A, attached hereto
and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one year ("Initial Term"), beginning on
the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), and
continuing for one year thereafter unless terminated earlier in accordance with this Agreement. 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 term(s) (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed One Hundred
Thousand Dollars and Zero Cents during any individual term ($100,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit B,
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City that are 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 at least 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City Council 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,
Vendor Services Agreement OFFICIAL RECORD Page 1 of 19
CITY SECRETARY
FT. WORTH, TX
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
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 information or 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 Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City may be subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked by Vendor as
Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure to the Texas Attorney General's Office. 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. 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
Vendor Services Agreement Page 2 of 19
as an independent contractor as to all rights, privileges, and work performed under this Agreement and not
as an 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 shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, subvendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and 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 of
Vendor's officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor nor any of
Vendor's officers, agents, servants, employees, contractors, or subcontractors 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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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 OMISSION(S), MALFEASANCE, OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY AND CITY'S
OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES FROMAND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR OR VENDOR'S
OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — 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, trademark, trade secret, or similar property right
arising from City's use of Vendor's software 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
Vendor Services Agreement Page 3 of 19
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 Vendor's 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 such use is materially adversely
restricted, Vendor will, at its own expense: (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
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 must 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 remain 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 must
execute a written agreement with Vendor referencing this Agreement by 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" includes any vehicle, whether owned, hired, or non -owned.
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(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' 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) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy or through a separate policy specific
to Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(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 with
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. A minimum of ten (10) days' notice
will be acceptable in the event of non-payment of premium. Notice must be sent
to the City in accordance with the notice provision of this Agreement.
(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 requirements.
(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.
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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,
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
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Flip Five Enterprises LCC
Ashley Franklin
2709 Clovermeadow Drive
Fort Worth, Texas 76123
14. Solicitation of Emplovees. 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 other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that City does not waive or surrender
any of its governmental powers or immunities by the execution of this Agreement.
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.
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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
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 maj eure 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 State; 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 rule of contract construction to the effect that any
ambiguities are resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
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 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 and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Vendor Services Agreement Page 7 of 19
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and will 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. Ownership of 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
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 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 requirement of further consideration
or instrument of transfer, free from any claim, lien for balance due, or rights of retention thereto.
27. Signature Authoritv. 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 respective
entity. This Agreement and any amendment hereto may be executed by any authorized representative of
Vendor. Each parry is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
28. Change in Companv Name or Ownership. For purposes of maintaining updated City
records, Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change. The president of Vendor or an authorized official must sign the notification. 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, a copy of
the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation may adversely impact future invoice payments.
29. 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 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" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code.
To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement.
30. Prohibition on Bovcottinu Enerav Companies. 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
Vendor Services Agreement Page 8 of 19
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services 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 meanings ascribed to those terms
in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 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.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. 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 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services 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 meanings ascribed to those terms in Chapter 2274 of the
Texas Government Code. 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 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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between the parties, including the parties' 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 follows)
Vendor Services Agreement Page 9 of 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
y
�ilT
Name:
Jesica McEachern
Title:
Assistant City Manager
Date:
OCt 8, 2024
Vendor:
*'(0,4,202411:52CDT)
By:
AsF
Name:
Ashley Franklin
Title:
Executive Director
Email:
flipfiveenterprisellc@gmail.com
Phone:817-724-7864
Date: OCt 4, 2024
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: )0"
Name: Dave Lewis
Title: Deputy Director
Park & Recreation Department
*14� IU
By: Kyle Mk1ure (0Ct 4, 202410:52 CDT)
Name: Kyle McClure
Title: Assistant Director
Park & Recreation Department
Approved as to Form and Legality:
7-lr �2aa'gr
Trey Qu Is (0c 4, 2324 09:22 CDT)
By:
Name: Trey Qualls
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
Vendor Services Agreement
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.
By:
Name: Sharetta Goodwin
Title: District Superintendent
Park & Recreation Department
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City Secretary: of FORTaa
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY Page 10 of 19
FT. WORTH, TX
FORT WORTH®
ITB Title: Youth Sports Officials
1.0 INTENT
EXHIBIT A
SCOPE OF SERVICES
CITY OF FORT WORTH
ITB Ref. #: 24-0268 1 Doc. Ref#: ITB-06
1.1 The Youth Sports Officials will be used for the Parks and Recreation Department.
2.0 HISTORY
2.1 The Youth Sports Program of the City of Fort Worth has been in existence
since 1991 and serves approximately 3,000 youth per year.
2.2 The mission of the Youth Sports program is to provide seasonal sports leagues to
the city's youth between the ages of 5 and 17 years of age. This structured youth
program is also designed to promote sportsmanship, fair play, and to educate
children on the importance of involving themselves in positive and healthy
physical activities.
2.3 Excluding official Texas Amateur Athletic Federation (TAAF) tournaments,
scoring calculations are not recorded during league play and games for the under
six age division, although structured and governed by league rules; this program
is designed as purely recreational and non-competitive in nature.
2.4 The Athletics Program provides a variety of year-round programs and facilities
for Fort Worth residents of all ages. We are dedicated to offering athletic
programs geared toward providing participants a release from stress, and an
opportunity to enhance physical conditioning and quality of life.
2.5 The Parks and Recreation will provide the seasonal sports calendar and
projected games per age division after the bid award.
Class -Item Quantity
Youth Sports, Soccer ages 5 — 8, 120 games, 1 official per game 120
Youth Sports, Soccer ages 9 — 12, 240 games, 2 officials per game 480
Youth Sports, Soccer, Scheduling Fee 440
Youth Sports, Basketball ages 5 — 6, 76 games, 1 official per game 76
Youth Sports, Basketball ages 7 — 12, 480 games, 2 officials per game 960
Youth Sports, Basketball, Scheduling Fee 556
Vendor Services Agreement Page 11 of 19
Youth Sports, Flag Football ages 5 — 14, 440 games, 2 officials per game
880
Youth Sports, Flag Football, Scheduling Fee
440
Youth Sports, Volleyball ages 9 — 18, 180 games, 2 officials per match
360
Youth Sports, Volleyball, 1 Scorekeeper
180
Youth Sports, Volleyball, Scheduling Fee
180
Youth Sports, 7v7 Football ages 7 — 14, 180 games, 3 officials per game
540
Youth Sports, 7v7 Football, Scheduling Fee
180
Youth Sports, Tee Ball ages 3 — 6, 80 Games, 2 officials per game
160
Youth Sports, Tee Ball, Scheduling Fee
80
Youth Sports, Baseball ages 7 — 18, 160 games 2 officials per game
320
Youth Sports, Baseball, Scheduling Fee
160
Youth Sports, Softball ages 7 — 18, 160 games, 2 officials per game
320
Youth Sports, Softball, Scheduling Fee
160
2.0 Below is the list of fields along with the community center list that are being
used currently. However, the City has the full ability to add or remove
locations.
2.0.1
Rolling Hills Soccer Complex
2.0.2
Rockwood Park
2.0.3
Sycamore Park
2.0.4
Gateway Park
2.0.5
Chisolm Trail Park
FORT WORTH COMMUNITY CENTER
Chishohn Trail (CT)
Diamond Hill (DH)
Eugene McCray (EM)
Fire Station (FS)
Fort Worth After School(FWAS)
Greenbriar (GB)
Handley Meadowbrook(HMB)
Highland Hills (HH)
Atatiana Carr -Jefferson Community Center at Hillside (ACJCC@HS)
Mobile Recreation (MR)
Northwest (NW)
R. D. Evans (RDE)
Riverside (RS)
Southwest (SW)
Sycamore (SY)
Thomas Place (TP)
Victory Forest (VF)
CENTER ADDRESS
4936 McPherson Blvd. (76123)
1701 NE 37th St. (76106)
4932 Wilbarger St. (76119)
1601 Lipscomb St. (76104)
2901 Shotts St. (76107)
5200 Hemphill St. (76115)
6201 Beaty St. (76112)
1600 Glasgow Rd. (76134)
1201 E. Maddox Ave. (76104)
1601 Lipscomb St. (76104)
8375 Blue Mound Rd 76131
3242 Lackland Rd. (76116)
3700 E. Belknap St. (76111)
6300 Welch Ave. (76133)
2525 E. Rosedale St. (76105)
4237 Lafayette Ave. (76107)
3427 Hemphill St. (76110)
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Andrew `Doc' Session(ADS)
Como (CCC)
FW After School(FWAS)
Martin Luther King(MLK)
North Tri-Ethnic (NT)
Northside (NS)
Southside (SS)
Worth Heights (WH)
3.0
Wo]
SCOPE
201 S. Sylvania Ave.(761 11)
4900 Horne St. (76107)
2901 Shorts St. (76107)
5565 Truman Dr. (76112)
2950 Roosevelt Ave. (76106)
1801 Harrington Ave. (76106)
959 E. Rosedale St.(76104)
3551 New York Ave.(76110)
3.1 The City of Fort Worth (City) seeks bids to finalize an agreement for the Parks
and Recreation Department (PARD) on an "as needed" basis. Prospective
responding bidders should ensure they review all attachments for complete
responses and understanding of the agreement the City intends to award from this
solicitation. The successful bidder(s), known hereafter as "Contractor," "Vendor"
or "Supplier."
3.2 The City reserves the right to add or remove departments and locations at the
City's discretion.
3.3 The submission of a bid by the bidder shall be considered evidence of compliance
with these requirements.
3.4 Department Contract Manager/Designee is the City of Fort Worth employee that
is assigned to manage the compliance, oversight and/or administration of contracts
or project for their department of employment.
VENDOR RESPONSIBILITIES
4.1 The Vendor shall provide umpires and referees for the Youth Sports Program.
Game officials, referees, and umpires for a seasonal youth sports program which
is currently serving approximately 3,000 participants for league and tournament
play.
4.2 In addition to league play requiring game officials for the youth seasons,
Texas Amateur Athletic Federation (TAAF) Regional Sports Tournaments
may be scheduled during the calendar year also requiring game officials.
4.3 Umpires, Referees, and Vendor's representatives
4.3.1 Under rare circumstances, if the vendor cannot provide officials
and/or scorekeepers for a scheduled game, they are required to give
City staff at least 24 hours' notice.
4.3.2 Umpires and Referees shall inspect sporting equipment and facilities
prior to each game and/or examine participants in ensure compliance
with league/tournament safety regulations.
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4.3.3 Umpires and Referees shall confer with league administrators,
coaches, players, and site monitors in order to provide information,
coordinate activities, and discuss problems that may arise.
4.3.4 Vendor shall provide quality umpires and referees to officiate City of
Fort Worth youth recreational and/or competitive athletic or sporting
events, detect infractions of rules, and decide penalties in accordance
with established league rules and regulations.
4.3.5 Attendance to Meetings, Clinics
4.3.5.1 Vendor shall conduct a minimum of one (1) pre -season
meeting prior to each sports league with members of their
association to review league rules and regulations. Vendor
shall conduct a minimum of one clinic per season prior to
each sports league. (Clinics are skill development, rule
clarification, or continuing education opportunities. They
should occur once per season preferably prior to the start of
the season.)
4.3.5.2 Vendor shall conduct a minimum of one (1) field/court
clinic to review proper game mechanics and positioning of
umpires and referees prior to each sport's beginning.
(Clinics are skill development, rule Clinics are skill
development, rule clarification, or continuing education
opportunities. They should occur once per season
preferably prior to the start of the season.)
4.3.5.3 Vendor shall uphold any Umpires and Referees added
between leagues to have completed the field/court clinic
prior to working.
4.3.5.4 Vendor shall send an association representative to all
pre- season coaches' meetings to assist in the
explanation and/or interpretation of sports -specific
league rules.
4.3.5.5 The City of Fort Worth rules fall in line with the National
Federation of State High Schools Association (NFHS)
rulebook. The NFHS rulebook is the same rulebook
utilized by UIL.
4.3.6 Licenses, Fees, Certifications
4.3.6.1 Vendor shall be responsible for all officiating license
fees, certifications fees, and membership dues.
Vendor Services Agreement Page 14 of 19
4.3.6.2 Official(s) needed for each game:
4.3.6.2.1
One (1) official per Soccer game for ages 5 - 8
4.3.6.2.2
Two (2) officials per Soccer game for ages 9 - 12
4.3.6.2.3
One (1) official per Basketball game for ages 5 - 6
4.3.6.2.4
Two (2) officials per Basketball game for ages 7 - 12
4.3.6.2.5
Two (2) officials per flag Football games for ages 5 -14
4.3.6.2.6
Two (2) officials per Volleyball match for ages 9 - 18
4.3.6.2.7
Three (3) officials per 7v7 Football game for ages 7 -14
4.3.6.2.8
Two (2) officials per Tee Ball game for ages 3 - 6
4.3.6.2.9
Two (2) officials per Baseball game for ages 7 - 18
4.3.6.2.10
Two (2) officials per Softball game for ages 7 - 18
4.3.6.3 Vendors must have all members within their association
possess a current membership and certification with the
University Interscholastic League (UIL), Texas Amateur
Sports officials (TASO), Texas Amateur Athletic
Federation (TAAF), or another comprehensive training
program provided by the bidder and approved by the City
for the following games:
4.3.6.3.1 Soccer
4.3.6.3.2 Basketball
4.3.6.3.3 Flag Football
4.3.6.3.4 7v7 Football
4.3.6.3.5 Volleyball
4.3.6.3.6 Baseball/Softball
4.3.7 Rosters, background checks and experience
4.3.7.1 Vendor shall have a roster of certified officials, umpires,
and referees for the basketball, soccer, softball, baseball,
flag football/7v7 football, and volleyball to cover
scheduled games during league and tournament play.
4.3.7.2 Following the award, the vendor shall provide the Parks &
Recreation Department roster of officials, outlining the
years of experience per game official, referee, and umpire
for each sport and commensurate with the recreational
youth sports program. Minimum requirement of one (1)
year of experience in related sport(s).
4.3.7.3 Vendor shall provide verification of executing background
checks for all officials listed on the association's official
roster and working youth games. All officials shall have
background checks from the prior year which will be
handled through the association upon the request from the
Department Contract Manager/Designee is the City of Fort
Vendor Services Agreement Page 15 of 19
Worth employee.
4.3.7.4 Vendor shall provide three (3) references from
municipalities and/or Independent School Districts in
Texas and/or Independent Sports Leagues.
4.4 Response Time
4.4.1 Vendor shall respond to a City request within 24 (twenty-four) hours
minimum to a maximum of 48 (forty-eight) hours from the time
contacted by the City personnel.
4.4.2 Communication medium:
4.4.2.1 Email
4.4.2.2 Phone
4.4.2.3 Text messages or another electronic medium
4.5 Minimum Services Requirements
4.5.1 Vendor shall have enough officials to cover games listed in Section 2.5
4.6 Uniforms and/or Equipment
4.6.1 Officials are expected to dress appropriately for all games/matches in
accordance to the rules of the specific sport and approved by the City.
The vendor is responsible for arranging their own uniforms. The City
will NOT provide uniforms for officials.
4.6.2 Vendor shall provide their own sports equipment, including
masks, protective gear, etc.
4.6.3 The remote used for the scoreboard is provided by the City.
4.7 Point of Contact
4.7.1 For accessibility, the Contractor must designate at least one (1) person
as Point of Contact with a current office and cell phone number and
email address.
4.7.2 The Contractor's Point of Contact must respond to calls, voicemails,
and emails within one (1) business day.
4.8 City observed holidays:
4.8.1
New Year's
4.8.2
Martin Luther King
4.8.3
Memorial Day
Vendor Services Agreement Page 16 of 19
4.8.4 Juneteenth
4.8.5 July 4'
4.8.6 Labor Day
4.8.7 Thanksgiving and the following Friday
4.8.8 Christmas
4.9 Contractor Personnel:
4.9.1 Identification
4.9.1.1 Contractor's employees are required to wear an
identification badge, at all times while performing
services under this agreement.
4.9.1.2 There may be times when the requesting department will
issue City Contractor I.D. badges for the Contractor's
employees. The I.D. badges shall be surrendered to the
department representative upon the completion of each
project.
4.9.2 Supervision
4.9.2.1 The Contractor shall, during all periods of contract
performance, provide competent supervision of his/her
employees to assure complete and satisfactory
fulfillment of the work and the terms of this contract.
The Contractor or a capable, fully authorized
representative must be immediately available during all
work activities to receive any and all special instructions
from the authorized City employee.
4.9.2.2 The City shall have the right to require that the
Contractor dismisses from the premises covered by
this contract any
employees of the Contractor whose conduct is improper,
inappropriate, or offensive and such employees shall not be
re- employed on the subject premises by Contractor
without written consent of the City.
5.0 SPORTS OFFICIALS QUALITY ASSURANCE
5.1 Umpires and referees shall operate in a legitimate manner and in accordance
with all City of Fort Worth and youth sport league rules and regulations,
adhere to regulations of identified sport governing bodies, and adhere to all
city ordinances governing indoor and outdoor facilities.
Vendor Services Agreement Page 17 of 19
5.2 Umpires, referees, and sports officials are expected to sign in with any youth
sports staff member assigned on -site 30 minutes prior to game time and will
refrain from use of any illegal drugs or alcohol before or during games/matches.
5.3 A sign in sheet shall be provided by the youth sports staff and will be located at
the scorer's table where the officials check -in.
5.4 Vendor shall be penalized $10.00 for each increment of 10 minutes if officials
arrive past the start of a game. The Vendor should also account for this when they
submit their invoice. The Youth Sports Coordinator will check the invoice to
ensure the tardiness has been accounted for before submitting the invoice for
payment.
5.5 The City of Fort Worth reserves the right to prohibit specific umpires and
referees whom are not meeting the standards of the league. The City will
document any issues that may occur and will ask the Vendor to remove an
official if there is any violation of PARD policies.
5.6 Baseball/Softball umpires are expected to keep time and score with
handheld remotes.
Vendor Services Agreement Page 18 of 19
EXHIBIT B
PAYMENT SCHEDULE
Following delivery, and acceptance of the goods delivered by the City, the Vendor must provide
the City with an invoice summarizing (i) the goods delivered, (ii) requesting payment, and (iii)
listing the purchase order number on the invoice. If the City requires additional reasonable
information, it will 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 by email at
Supplierinvoices@fortworthtexas.gov or by mail to Attn: Accounts Payable, 100 Fort Worth Trail,
Fort Worth, Texas 76102.
Vendor Services Agreement Page 19 of 19