4-01 - Scope of Work.pdf

City of Dallas

Request for Competitive Sealed Proposals (RFCSP)

Project Title: Operational Management of a Gymnastic

Cheer/Tumbling Program at Walnut Hill Recreation Center

Buyer Solicitation Number: BYZ25-00028616 http://www.dallascitynews.net/

Scope of Work

I. Introduction, Purpose and Intent

The City of Dallas Park and Recreation Department is seeking qualified and responsible proposers to submit written proposals for the operational management of a cheer, dance and/or tumbling program at Walnut Hill Recreation Center. Proposers will be tasked with providing quality recreational and competitive level programming for gymnastics, tumbling and/or cheer to participants of all ages.

Operational management of the gymnastic, cheerleading and/or tumbling program(s) will require proposers to furnish all computer and program related equipment, materials, supplies, labor, insurance, certifications, licenses and any other modifications as necessary to fulfil the requirements of this RFCSP.

II. Pre-Proposal Meeting Schedule, Questions, and Inquiries

During the solicitation process proposers are required to limit their communication regarding this project to the Buyer referenced herein. A preproposal meeting will be held by the City whereby the proposers will have an opportunity to ask the requesting department(s) questions and/or obtain clarification. The preproposal meeting will be the only time when proposers and requesting department(s) will communicate directly, thereafter, all communication associated with this project shall be address to the assigned Buyer. Proposers may submit their questions electronically through the City solicitation portal, https://dallascityhall.bonfirehub.com/login. All questions shall be submitted electronically, the City will respond to all questions by way of addendum which will be posted as part of the solicitation. The City, its agents, and employees shall not be responsible for any information given by way of verbal communication.

III. Proposal Submittal Requirements

To be considered for award of the contract, proposers must meet the following minimum qualifications:

• Proposer must be a current United States All Star Federation (USASF) / USA Cheer

Professional

• Safe Sport & Background Screening Required

• Preferred qualifications National Federation of State High School Associations (NFHS) courses in:

▪ Concussion in Sports

▪ Heat Illness Prevention

▪ Protecting Students from Abuse

▪ Bullying, Hazing and Inappropriate Behaviors

▪ Cheer & Dance Safety Certification

▪ USA Gymnastics (USAG)

▪ Gymnastics Association of Texas (GAT) https://dallascityhall.bonfirehub.com/login

• Verifiable experience in the cheer leading and/or tumbling industry including five (5) years of experience providing and operating cheer and/or tumbling facilities, services and recreational/competitive level programs

• Three (3) verifiable references from previous customers evidencing satisfactory performance and delivery of gymnastic services and programming

Qualified proposals shall include the following specific information:

• Information about proposer’s company, business experience and background. Include complete information regarding experience in this type of service, number of years in this type of business, number of employees, etc.

• Business and financial references to include name of business, contact person, address and phone number

• Proposed profit share plan with the City of Dallas for 30% of all revenue collected from all gymnastic/cheerleading programming and merchandise sales in accordance with this

RFCSP

• A complete description of the proposed gymnastics/cheerleading programs/services to be provided at the recreation center location(s) including estimated attendance and revenues, fee schedules, curriculum, instructors, certifications and programming/service brochures

• Operating schedules, organizational charts and personnel staffing plans for the recreation center location(s) and a supervisory plan for oversight of the location(s)

• Specify previous advertising experience and provide a marketing plan that will be used to promote the proposed services/activities to the public

• A written plan to ensure the health and safety of all patrons, employees and volunteers during operation hours

• Specify previous experience and a plan to implement a strategy including capital expenses for equipment and facility improvements (i.e. building modifications if applicable)

• Any additional information the proposer would like to provide

IV. Scope of Work

1. Facilities

i) There will be one facility available for the operational management of a cheerleading, dance and/or tumbling programs.

• Walnut Hill Recreation Center – 10011 Midway Dallas, TX 75229

• Proposers are encouraged to visit www.dallasparks.org for more information and photos of the facility.

ii) No gymnastics, cheer and/or tumbling programs or services may be conducted at the facility outside of the established recreation center hours of operation without a reservation/booking authorized by the City. Information regarding reservation rates and bookings for special events outside of normal operating hours can be accessed at www.dallasparks.org.

iii) The proposer shall maintain office hours during facility operating hours all year round and must honor all official City of Dallas holiday closures.

http://www.dallasparks.org/ http://www.dallasparks.org/

iv) The proposer shall be responsible for submitting revenue reports and a direct payment to the City of 30% of all revenue collected for all gymnastic, cheer and/or tumbling programming and services (Private lessons, clinics, sub-contractor, guests, rentals, etc.)

performed at City facilities under this RFCSP monthly for the duration of the contract.

v) Proposers may sell merchandise and shall share with the City, 30% of the merchandise sales monthly. Uniforms and related items (practice gear, hair bands, warm-up/travel gear, competition fees, etc.) shall not be subject to fees collected by the City.

vi) The City will review and conduct accounting audits of all business/revenue records, transactions and services (applicant registrations, fees, merchandise sells, etc.)

performed by the proposer under this RFCSP on an annual basis.

vii) The City will allocate the space/areas within the recreation center to be utilized for the provision of cheer, dance and/or tumbling programing and services.

2. Equipment

i) The proposer will provide all computer point of sale hardware system equipment and software to document revenues collected, participants and attendance. The proposer shall register and collect all associated program, activity and event fees from their participants through the proposer’s registration system.

ii) The proposer shall be responsible for the equipment, material and supply costs associated with the operational management of the gymnastics/cheerleading program.

This includes the purchase, maintenance, repair, inspection and replacement of all computer and program equipment, supplies, cleaning products and materials associated with the gymnastics/cheer program.

iii) Proposers shall be responsible for the maintenance and repair of all equipment on-site

(City or proposer owned). The City will assume responsibility for the disposal of all

City of Dallas equipment deemed unsafe for use by the proposer.

iv) Proposer shall conduct program equipment safety audits on a daily/quarterly basis.

v) Physical building modifications must not cause damage to the existing facility and may be left in place at the City’s discretion at the end of the contract.

vi) Proposers must provide the City with plans for any physical building modification to the facility. In addition, proposer shall obtain written approval from the City prior to any work commencing and shall provide as-built drawings, submittals, etc. for any physical building modifications made to the facilities.

vii) All costs for physical building modifications to existing City facilities for gymnastic, cheer and/or tumbling programming use under this RFCSP shall be borne solely by the proposer.

viii) All plans for any physical building modifications must be prepared and sealed by a licensed design professional and will be subject to review and approval by Park and

Recreation staff.

ix) All contractors who will be performing physical building modification work on City facilities must be licensed professionals and be approved by the Park and Recreation department. The City reserves the right to monitor the work performed by all contractors.

x) Proposer will be responsible for securing all required permits for building modifications to City facilities.

3. Personnel

i) The hiring of operational staff (i.e. coaches, instructors, administration staff, janitorial staff, etc.) and all associated costs during cheer, dance and/or tumbling programming use under this RFCSP will be the sole responsibility of the proposer.

ii) All proposer’s coaching staff and personnel shall successfully pass an annual safe sport background screening to be conducted by the City of Dallas at the proposer’s expense.

iii) Proposer shall ensure that all coaching personnel assigned to the recreation center(s) under this RFCSP possess a current certification in their given field of expertise (i.e.

gymnastic instructor/coaching certification, cheer coach certification, USA

Cheer/USASF professional, etc.) in addition to:

• Current CPR, First Aid and AED certificate from a curriculum based on the

American Heart Association (AHA) or the American Red Cross (ARC) guidelines

iv) Programming/coaching should be provided within the scope of each coaching personnel’s training and expertise.

v) Proposer will provide the City with an organizational chart and staffing plan for each proposed recreation center location.

vi) Proposer and their operational staff will be responsible for maintaining a clean (sterile) and safe environment while utilizing the City facility for the gymnastic/cheerleading program. This includes a written cleaning plan for the facility after each use.

vii) Proposer and their operational staff will provide responsive, respectful and resourceful customer service to clients and City staff.

viii) Proposer will post clear signage with the legal name and contact information of proposer and the signage will state clearly that the City of Dallas is not the operator of the gymnastic/cheer leading program.

ix) Proposer shall ensure administrative staff will be onsite to provide customer service to current and prospective clients during facility operation hours.

4. Operating Account

i) 30% of all funds collected for the rates, fees, merchandise sales, and/or charges for the usage of the gymnastics, cheer and/or tumbling programming services are to be deposited monthly in the City’s bank account as directed by the Park and Recreation department.

Proposer shall make collections of all monies at the agreed upon percentage at intervals of such frequency and as necessary to discourage vandalism, theft or robbery. An authorized monthly plan of accounting shall be established to fully reflect the sales. By the 5th business day of each month, payment shall be made to the City of Dallas Park and Recreation Department for the previous month’s operation, along with a detailed accounting report for the same month. A standard monthly reporting form will be provided by the City to the awarded Proposer. A five percent (5%) late fee shall be assessed if payment is received later than the 5th business day of each month. Reporting of sales will be made directly to:

Superintendent

Dallas Park and Recreation – Recreation Services

10031 E. Northwest Highway

Dallas, Texas 75238

5. Annual Operating Budget

i) The proposer shall submit annual operating budgets for each upcoming fiscal year to the Director for review, at a date to be determined each year by the Director. Such budgets shall include detailed information regarding estimated income to be received from all sources and a clearly detailed budget of expenditures. The proposer shall pay for operational costs of the facilities through revenue generated there-from.

6. Financial Reporting

Monthly Reporting to the City will include reports (identified by the Director) that show accountability for all activities and must be verified.

i) The proposer will be required to submit annually, audited financial statements by an independent certified public accountant and prepared in accordance with generally accepted accounting principles (GAAP) on or before 120 days after the fiscal year end of the proposer.

7. Supervision

i) The proposer, or proposer’s qualified designee shall always directly supervise the daily operations of all services and programs.

ii) Proposer shall be held responsible for all personnel, contractors, sub-contractors, and volunteers code of conduct including ethical and moral actions whilst operating the gymnastics/cheerleading program(s) on City property.

iii) The Park and Recreation Director or his authorized representative shall have the right to supervise the manner of exercising the privilege hereby granted and the conduct of the proposer and his/her/its employees.

8. Programming

i) Cheerleading, Dance and/or Tumbling programming and services must be limited to the designated areas/spaces within the recreation center(s) allocated by the City of

Dallas.

ii) The proposer shall provide equitable access to the gymnastic/cheerleading program by providing introductory programs on a quarterly basis, free trial courses and/or a designated percentage of scholarship opportunities to participants.

iii) All program participants must have a City of Dallas Recreation Card.

PAST REVENUES

• Walnut Hill Recreation Center:

o 2020-21: $3,350.00 o 2021-22: $41,301.00 o 2022-23: $150,563.00 o 2023-24: $276,418.50 o 2024-25: $210,780.00 through May 2025

V. Communication

It is essential that the awarded contractor respond promptly after receiving a telephone call or email from the City. Written correspondence from the City of Dallas shall be answered within twenty-four (24) hours. The awarded contractor shall respond to phone calls from the City within four (4) hours of receipt.

VI. Contract Term

The term of the contract will be for three (3) years, with one two-year renewal at the City’s option.

The two-year renewal will begin after the end of the base term, at the City’s option.

VII. Award Method – The City’s intent is to award this solicitation in its entirety, but the City reserves the right to award in the method that is most advantageous to the City.

The City reserves the sole discretion to determine whether a solicitation response is responsive.

City reserves the right to reject any or all bids and to waive minor irregularities or discrepancies in any solicitation response as may be in the best interest of City. Late bids will not be considered for award.

VIII. Damages

The proposer will pay for any and all damages to the recreation center(s) beyond the normal wear and tear. Damages resulting from normal wear and tear or resulting from neglect of the manufacturer’s recommended maintenance by the City is the City’s responsibility. Before proposer paid repairs can begin, the proposer must submit estimates and obtain approval from the

Park and Recreation Department. Estimates must be detailed showing all parts and labor required for the repair. The contractor may not commence any repairs without prior approval from the Park and Recreation Department. The City reserves the right to inspect repairs paid for by the proposer.

The proposer reserves the right to verify the claim amount through an independent third-party appraiser.

Notwithstanding the provisions of any Contractor rental agreement executed by The City of Dallas, the proposer hereby assumes and shall bear the entire risk of preventative maintenance and administrative costs.

IX. Claim Submission

The City of Dallas is self-insured and does not have an insurance policy; therefore, claims for damages, loss of use, misuse and neglect are submitted to Risk Management General Liability and

Subrogation Claims Unit @ http://www.cod/ORM/liability_claims.htm .

X. Evaluation Criterion

It is the intent of the City to award this RFCSP in accordance to the evaluation criteria established herein. The City reserves the right to award by line, group or entirety based on the method that is most advantageous to the City.

The City of Dallas will review the proposals submitted by all proposers. Based on the evaluation criteria, the City of Dallas will determine which proposal(s) is/are the most advantageous to the

City for the award of the contract.

The City of Dallas may, at any time, research and/or review a proposer's ability to perform work and/or provide specified products/materials. The City of Dallas may ask for additional information about a company and its work on previous contracts. Proposers may choose not to submit such information in response to the City of Dallas' request; however, if failure to submit such information does not clarify the City's questions concerning the ability to perform, the City may discontinue further consideration of a particular proposal. The City of Dallas would typically be interested in the following; qualifications, certifications, previous experience in performing similar or comparable work or supply similar materials and/or products, references, facilitation, delivery and other relevant information.

Please be aware that the City of Dallas may use sources of information not supplied by the proposer concerning their abilities to provide gymnastics/cheerleading programming and services. Such sources may include current or past customers of the organization; current or past suppliers;

articles from industry newsletters or other publications or from non-published sources made available to the City of Dallas.

The contract will be awarded to the proposer(s) who is determined to be the most advantageous to the City. Upon award of a contract, the terms of the specifications, the RFCSP, the award instrument for the operational management of a cheerleading program shall serve as the terms of the contract, unless the City chooses, in its sole discretion, to prepare a formal contract document incorporating the above referenced documents as a part thereof.

Evaluation Criteria: Members of the Evaluation Committee will make a selection based on the following evaluation criteria:

http://www.cod/ORM/liability_claims.htm

a. Cost (Percentage of all revenue payments and merchandise sales shared with the

City from all gymnastics, cheerleading/tumbling programming and services, proposed annual operating budgets) 35 points

b. Approach – (Program management, staffing, marketing plan, health & safety plan, building modification plan, etc.) 30 points

c. Firm’s Experience and Qualifications – (Proposer experience and references)

30 points

d. Local Preference Program – 5 points

Those selected will make presentations to the Evaluation Committee. Each proposer may update any changes made to the original proposal. From those presentations, and using the evaluation criteria, the Evaluation Committee will make its recommendation.

The Evaluation Committee may determine that oral presentations are required before making a final decision. The City will invite the proposers with the highest evaluation scores to make such presentations. Discussions will be on an individual basis and closed to third parties and other proposers.

During the presentation, the City of Dallas and the proposer will review in detail all aspects of the

City's requirements and the proposal. During these reviews, the proposer may offer revisions and the City of Dallas may accept the revisions in the proposal. Similarly, the City may ask for revisions, and the proposer may accept.

The City expects to accept the "best and final offer" that most meets the City's criteria. The City may accept an initial proposal without additional presentations if the City judges such proposal to be far superior to all other competing proposals, the City also reserves the right to reject all proposals.

Proposers will be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals, such revisions will be permitted after proposal submissions and prior to award for the purpose of obtaining best and final offers. Documentation is required and shall be presented to the evaluation committee during the proposed presentation dates. Date & location of presentations will be determined after the proposal closing date.

The documentation shall represent the quality of workmanship, materials used, durability, flexibility, style, professional appearance, material, design and quality of equipment, and compliance of vendor's programming and services to the outlined specifications.

Cost 35 points

i) Proposers will provide 30% of revenue to be shared with the City on a monthly basis. This revenue will be derived from all rates, fees and merchandise sales collected from the cheerleading, dance and/or tumbling programs and services provided at the recreation center(s) under this RFCSP.

ii) Proposed annual operating budgets and detailed breakdown of operating expenses and revenues.

iii) Preliminary operating pro forma

Approach (Program Management, Staffing, Marketing Plan, Health & Safety Plan, Building

Modification Plan, etc.) 30 points

i) The awarded proposer will be held accountable for managing this contract and providing quality control and assurance that the operational management of a cheerleading, dance and/or tumbling program and service shall meet or exceed these specifications.

ii) Proposer shall provide a plan to ensure the health and safety of all patrons, employees and volunteers during operation hours.

iii) Proposer shall provide a marketing plan that will be used to promote the proposed gymnastic, cheer and/or tumbling programs/ services to the public.

iv) Proposer shall provide operating schedules, fee schedules, organizational charts and personnel staffing plans for the recreation center location(s) and a supervisory plan for oversight of the staff and location(s).

v) Specify previous experience and a plan to implement a strategy including capital expenses for equipment and facility improvements (i.e. building modifications if applicable).

Experience and Qualifications (Proposer Experience and References) 30 points

i) Proposer shall have at the time proposal is submitted, all required coaching licenses and certificates. Copies of such shall be included in their proposal submission.

ii) Proposer(s) shall have been established in the business of providing gymnastic, cheer and/or tumbling programming and services for a minimum of 5 years. Proposers (s) will provide at least 3 references evidencing this experience.

Local Preference Program- 5 points

i. The City of Dallas aims to maximize economic return in the procurement of goods and service with the Local Preference Program. The City’s Local Preference Program values the participation of companies who have their principal place of business in the City of

Dallas and who hire City of Dallas residents. 5 points will be awarded to those Suppliers that qualify for the local Preference points on a pass/fail basis.

ii. The information shall be submitted in the proposal. In order to receive the points a supplier must satisfy one of the following:

a. Proof of principal place of business located in the City of Dallas, OR

b. Proof of local workforce composition including:

c. At least 100 full time employees who are Dallas residents: OR

d. At least 20% of its total full-time employees who are Dallas residents; OR

e. If available, participation in Workforce Development Program

XI. Performance Measures and Contract Management

The City will monitor the Contract and measure Contractor performance on a quarterly basis until the expiration of the contract. Performance measures will include:

a. Reports – accuracy/verification and completeness of monthly business, revenue and transaction records (includes applicant registrations, fees, merchandise sells, repairs, expenses); how promptly are records being produced for review/audit; frequency of annual financial statement report.

b. Verification of data and calculations – cash, receipts and associated revenue

c. Quality of customer service (are issues being resolved expeditiously by contractor, returns calls, etc.). The City will measure Contractor customer service by utilizing customer satisfaction surveys

d. Adequate maintenance and upkeep of the recreation center(s) during gymnastic, cheer and/or tumbling programming use (cleanliness, equipment inspections, repairs, etc.).

e. Non-conformance issues regarding this RFCSP will be documented and investigated by the City.

f. Upon investigation, the proposer will be given an opportunity to provide and implement corrective action to remedy the non-conformance via a remedy plan.

g. The City will determine the length of time, escalation action if necessary and a follow-up period within which the corrective action is to take place. Once the corrective action is complete, the City will verify that said action has been implemented and performed satisfactorily.

XII. Error and Omission

The proposer shall not be allowed to take advantage of any error or omission in these specifications. The proposer is required to review these specifications carefully and notify the City of Dallas Office of Procurement Services of any noted error or omission.

XVI. Documents Submitted with Proposal or upon Request

1. Business Information Form (OPS-02)

2. Conflict of Interest Policy and Questionnaire (OPS-06, State Form CIQ)

3. Statement of Insurability and Quote (OPS-04)

4. Team Make-Up and Local Workforce Form (OPS-FRM-640)

5. Living Wage Affidavit (OPS-3)

6. Sample Contract with mark ups

7. Any other City documents as required

XIII. Opening of Proposals

The City will open proposals during the bid reading. Proposer names will be publicly read at the bid reading which take place at 2:00 p.m. on Fridays and can be viewed on the City’s website.

It is the responsibility of the proposer to clearly mark and identify all portions of the proposal, which, in the proposer’s opinion, contain trade secrets, confidential information and other proprietary information. All proposals are subject to the Texas Open Records Act process.

XIV. Review of Proposals

1. The City will review and evaluate the RFCSP submitted to determine if submitted response demonstrates the required experience and qualifications to fulfill the obligations of the services identified in this RFCSP. Vendor presentations are anticipated to take place upon review and scoring of all submitted proposals. Respondents will be notified by the buyer as to the date, location and times of presentations.

2. The City may conduct all necessary inquiries or investigations, including but not limited to, contacting references to verify the statements, documents, and information submitted in connection with the Respondent’s submittal. The City may also seek clarification from the referenced Respondents about any financial and experience issues.

3. Please be aware that the City of Dallas may use sources of information not supplied by the proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City of Dallas.

XV. Insurance Requirements

The successful proposer will be required to purchase, within fifteen days of award, and maintain, during the term of the contract, insurance as described in Attachment 1 and agrees to the indemnification agreement therein.

XVI. Discussion with Reasonably Qualified Proposals

1. The City reserves the right to engage in discussions or conduct interviews, either oral or written, with the proposers determined by the evaluation criteria to be reasonably viable to being selected for award. If discussions or interviews are held, the buyer may request best and final offers. The request for best and final offers may include:

• Notice that this is the opportunity to submit written best and final offers

• Notice of the date and time for submission of the best and final offer

• Notice that if any modification is submitted, it shall be received by the date and time specified or it will not be considered

• Notice of any changes in the Proposal requirements

2. Following evaluation of the best and final offers, purchasing may select for negotiations the offer that is most advantageous to the City, considering price or cost and the evaluation factors in the RFCSP.

3. After the most advantageous proposer(s) has been identified, Contract negotiations may commence. If at any time Contract negotiation activities are judged to be ineffective, Office of Procurement Services will cease all activities with the proposer and begin Contract negotiations with the next highest ranked proposer. This process may continue until either both the proposer and Office of Procurement Services executes a completed Contract or

Office of Procurement Services determines that no acceptable alternative proposal exists.

4. The City reserves the right to reject any or all proposals received or to award, without discussions or clarifications, a Contract based on initial proposals received. Therefore, each proposal should contain the Proposer’s best terms from a price and technical standpoint.

Also, only proposers submitting a proposal will be notified of any communications after the RFCSP closing.

XVII. Rejection or Acceptance of Submittals

1. This RFCSP does not commit the City to award any Contract. The City reserves the right to reject any or all proposals, to waive technicalities or irregularities, and to accept any proposal it deems to be in the best interest of the City. The City shall not be liable for any costs incurred by any company responding to this RFCSP.

2. The City will require the recommended proposer to sign the necessary Contract documents prepared by the City Attorney's Office. A sample Contract is included as an attachment. Proposer must take exception to any term of the Contract to which it will not agree in its proposal.

XVIII. Late and Withdrawn Responses

Proposals are required to be submitted electronically using the City’s procurement website https://dallascityhall.bonfirehub.com/login. The system will not accept submittals after the due date and time and hard copy submittals are not permissible.

XIX. Confidentiality

Any information deemed confidential, shall be clearly noted as such on each page of the solicitation response. The City cannot guarantee it will not be compelled to disclose all or part of any public record under the Texas Open Record Act. Proposals will be opened by the City to avoid disclosure of contents to competing Respondents and kept secret and confidential during the solicitation process and prior to award. Respondents who include information in a solicitation response that is legally protected as trade secret or confidential, shall clearly indicate the information which constitutes a trade secret or confidential information by marking that part of the solicitation response “trade secret” or “confidential” at the appropriate place. If a request is made under the Texas Open Records Act to inspect information designated as trade secret or confidential in a solicitation response, the Respondent shall, upon request, immediately furnish sufficient written reasons and information as to why the information designated as a trade secret or confidential should be protected from disclosure, for the City Attorney to present the matter to the

Attorney General of Texas for final determination.

XX. Disqualification of Proposers

Respondents may be disqualified for, but not limited to, the following reasons:

• Reason to believe collusion exists among the Respondents

• The proposer is involved in any litigation against the City of Dallas

• The proposer is in arrears on an existing contract or has failed to perform on a previous contract with the City of Dallas https://dallascityhall.bonfirehub.com/login

XXI. Permits Required by Law

Contractor shall comply with all requirements of federal, state, and local statutory requirements and regulations pertinent to or affecting any phase of this contract.

XXII. Records and Audit

The Contractor shall keep accurate records of all components of invoices to the City, including but not limited to times and payroll receipts for hourly personnel utilized by this Contract. These records shall be retained for a minimum of two years after the conclusion of the Contract. The City reserves the right to audit any records it deems necessary for the execution of this Contract.

XXIII. Assignment of Contract

The Contractor shall not assign, transfer, sublet, convey or otherwise dispose of the Contract of any part therein or its right, title or interest therein or its power to execute the same to any other persons, firm, partnership, company or corporation without the prior written consent of the City.

Should the Contractor assign, transfer, sublet, convey or otherwise dispose of its right, title or interest or any part thereof in violation of this section, the City may, at its discretion, cancel the

Contract and all rights, title and interest of the Contractor shall therein cease and terminate, and the Contractor shall be declared in default.

XXIV. Default by Contractor

The following events shall be deemed to be events of default by Contractor under the Contract:

• Contractor shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors;

• Contractor attempts to assign the Contract without the prior written consent of the City;

• Contractor shall fail to perform, keep or observe any term, provision or covenant of the

Contract; or

• Contractor fails to properly and timely pay Contractor personnel, suppliers or other contractors and the failure impacts the City or its Facility in any manner.

In the event a default occurs, the Director shall give the Contractor written notice of the default.

If the default is not corrected to the satisfaction and approval of the Director within the time specified in such notice, the City may immediately cancel the Contract. At the direction of the

Director, the Contractor shall vacate the facility, if applicable, and shall have no right to further operate under the Contract.

The Contractor, in accepting the Contract, agrees that the City shall not be liable to prosecution for damages or lost anticipated profits if the City cancels or terminates the Contract.

No Waiver: No waiver by the City of any default or breach of any covenant, condition, or stipulation shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation.

XXV. Termination

The City may terminate this agreement in whole or in part by giving one hundred and twenty days

(120) written notice thereof to Contractor. The City will compensate Contractor in accordance with the terms of the agreement for all goods and services delivered and accepted prior to the effective date of such termination notice.

XXVI. Miscellaneous

1. After executing the Contract, no consideration will be given to any claim of misunderstanding.

2. Proposers shall submit with the Proposal, the required Contractor’s qualification statement with supporting information as stated herein along with all other supporting documentation requested.

3. Proposers shall thoroughly familiarize themselves with the provisions of these Specifications and the Facilities.

4. The City reserves the right to reject all Proposals and to waive any minor irregularities.

5. A Proposal may be disqualified if the corporation or individual Proposer is in arrears or in default to the City for delinquent taxes or assessments or on any debt or Contract, whether as defaulter or bondsman; or who has defaulted upon any obligation to the City by failing to perform satisfactorily any previous agreement or Contract within the past seven years. Also, Proposers may be disqualified for poor prior performance on similar Contracts with other entities.

6. The Contract with the Contractor will be drawn by the City and may contain such other provisions as are deemed necessary to protect the interests of the City.

7. The Contractor agrees to abide by the rules and regulations as prescribed herein. The

Contractor will, in all solicitations or advertisements for personnel to perform services under the Contract, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, or national origin.

8. If either party hereto is prevented from completing its obligations under the Contract by act of

God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood, or any other cause beyond the control of the parties hereto, then such party shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof.

9. The section headings in these Specifications are for convenience in reference and are not intended to define or limit the scope of any of the conditions, terms or provisions of these specifications.

10.Should any question arise as to the proper interpretation of the terms and conditions of these specifications, the decision of the City Attorney or his authorized representative shall be final.

XXVII. Conflict of Interest

CHARTER XXII Sec. 11 FINANCIAL INTEREST OF EMPLOYEE OR OFFICER

PROHIBITED

(a) No city official or employee shall have any financial interest, direct or indirect, in any contract with the city, or be financially interested, directly or indirectly, in the sale to the city of any land, materials, supplies or services, except on behalf of the city as a city official or employee. Any violation of this section shall constitute malfeasance in office, and any city official or employee guilty thereof shall thereby forfeit the city official’s or employee’s office or position with the city.

Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the city shall render the contract involved voidable by the city manager or the city council.

(b) The alleged violations of this section shall be matters to be determined either by the trial board in the case of employees who have the right to appeal to the trial board, and by the city council in the case of other employees.

(c) The prohibitions of this section shall not apply to the participation by city employees in federally funded housing programs, to the extent permitted by applicable federal or state law.

(d) This section does not apply to an ownership interest in a mutual or common investment fund that holds securities or other assets unless the person owns more than 10 percent of the value of the fund.

(e) This section does not apply to non-negotiated, form contracts for general city services or benefits if the city services or benefits are made available to the city official or employee on the same terms that they are made available to the general public. (f) This section does not apply to a nominee or member of a city board or commission, including a city appointee to the Dallas Area

Rapid Transit Board. A nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board, must comply with any applicable conflict of interest or ethics provisions in the state law and the Dallas City Code. (Amend. of 8-12-89, Prop.

No. 1; Amend. of 8-12-89, Prop. No. 15; Amend. of 11-4-14, Prop. Nos. 2 and 9) 11HAPTER X

X

II.1

XXVIII. Indemnity

The selected Proposer agrees to defend, indemnify and hold the City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs, and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by the selected

Proposer’s breach of any of the terms or provisions of the contract, or by any other negligent or strictly liable act or omission of the selected Proposer, its officers, agents, employees, or subcontractors, in the performance of the contract; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of the City, its officers, agents, or employees and in the event of joint and concurrent negligence or fault of the selected Proposer and City, responsibility, and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without waiving any governmental immunity available to the City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

XXIX. Wage Floor Rate Requirement

1. On November 10, 2015, the Dallas City Council passed Resolution 15-2141 which requires prime contractors, awarded general service contracts valued greater than $50,000, and first-tier subcontractors on the contract to pay their employees rendering services on the contract a wage floor of not less than $22.05 per hour.

2. Pursuant to Resolution 15-2141 the wage floor requirement for all general service contracts greater than $50,000 shall be effective immediately on all new contracts awarded after

November 10, 2015. Contractors bidding/proposing on general service contracts shall take into consideration such wage floor requirements in their bid/proposal. The wage floor requirement for the City of Dallas’ general service contracts shall be derived from the most current

Massachusetts Institute of Technology Living Wage publication and shall remain fixed for the term of the respective contract. The City reserves the right to audit such contracts for compliance with the wage floor requirement as mandated by Resolution 15-2141. This requirement does not apply to construction contracts in which prevailing wage of employees is governed by the Davis-Bacon Act as defined in the Texas Local Government Code 2258, purchase of goods, procurements made with grant funds or procurements made through cooperative and/or inter-local agreements.

3. The purpose of this policy is to promote an acceptable wage floor for working families in the

City of Dallas, increase the level of service delivered to the City through specific contracts and reduce turnover in such contracts thus maintaining a continuous and consistent level of service for vested parties.

4. The City Manager shall use the following definitions to administer the benefactors of the

“wage floor” for purposes of the referenced resolution:

• "City" means the City of Dallas, Texas.

• "General Services Contract" means any agreement between the City and any other

Person or business to provide general services through an awarded City contract valued greater than $50,000. A General Services Contract for purposes of the Resolution does not include (i) a contract between the City and another governmental entity or public utility, (ii) a contract subject to federal or state laws or regulations that would preclude the application of the application of the wage floor, (iii) or a contract with all services under the contract performed outside of the City of Dallas.

• "Subcontractor" means any Person or business that has entered into its own contract with a prime contractor to perform services, in whole or in part, as a result of an awarded City general

• "Employee" means any person who performs work on a full-time, part-time, temporary, or seasonal basis, including employees, temporary workers, contracted workers, contingent workers, and persons made available to work through services of a temporary services, staffing or employment agency or similar entity.

XXX. Wage Floor Reporting Requirements

Contractors awarded City general services contracts as described in the wage floor rate requirement section of this specification shall be required to provide the buyer the residential zip code and respective number of employees directly impacted by the wage floor requirement ten days after Council approval and on January 1st. but not later than January 31st. for the term of the contract. The Contractor shall submit the report to the contract administrator during the established period.

XXXI. Wage Floor Compliance Requirements

Contractors submitting a response to a solicitation for general services must comply with the wage floor requirement to be consider responsive. The City may request that Contractors, at any time during the pre- or post-award process, demonstrate compliance with the wage floor requirement.

Contractors not compliant with the wage floor requirement will be deemed nonresponsive and will not be considered for award. Contractors awarded general service contracts must comply with the wage floor policy and reporting requirements for the term of the contract, failure to remain in compliance may result in breach of contract.

XXXII. Selection Process

An evaluation team will evaluate all solicitation responses received in response to this RFCSP.

After reviewing the submissions, Respondents may be selected for in-person interviews/oral presentations. From those presentations and possible interviews, the solicitation responses will be re-evaluated, and final determination will be made. The City of Dallas will pursue negotiations with the highest ranked (most qualified) Respondent with the goal of entering into a contract.

XXXIII. Development Costs

Neither City of Dallas nor its representatives shall be liable for any expenses incurred in connection with preparing a response to this RFCSP. Respondents are encouraged to prepare their solicitation responses simply and economically, providing a straightforward and concise description of your firm’s ability to meet the requirements of the RFCSP.

XXXIV. Contract Award

Upon selection of a successful Respondent, the City and the Respondent will negotiate a final contract, based on the terms outlined in this RFCSP. A sample agreement, with the general terms for the final contract, is attached as Sample Contract for Services. By submitting a solicitation response, the Respondent agrees to be bound by these terms and conditions unless otherwise noted in the Submittal. The final contract is subject to City Council approval.

XXXV. Certificate of Interested Parties (Form 1295)

Respondent(s) recommended by City staff for a contract pursuant to this RFCSP will be required to comply with Section 2252.908 of the Texas Government Code. Each vendor shall complete

Form 1295-Certificate of Interested Parties- for every contract for which they’re recommended.

Vendor will complete the form electronically at the Texas Ethics Commission website, https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm, and submit a copy to the buyer before the contract information will be sent to the City Attorney’s

Office to draft the contract. Once the terms of the contract are fully negotiated; the recommended vendor has signed the contract indicating agreement with the terms of the contract; and the Form

1295 is on file at the Texas Ethics Commission website with a copy provided to the buyer; the staff recommendation will be placed on a City Council agenda to award the contract.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm