HomeMy WebLinkAboutContract 47526 2, 4, 5678
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�' P�20FESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH
��Ca .,�' AND LEE SINGLETARY D/B/A SINGLETARY GOLF SERVICES
This Professional Services Agreement ("Agreement") is made and entered into by and
between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager,and Lee Singletary d/b/a Singletary
Golf Services("Consultant"),sole proprietorship.
WHEREAS, City owns and operates Rockwood Golf Course, which is located at 1851
Jacksboro Highway,Fort Worth,Texas 76114("Rockwood");
WHEREAS, City is currently renovating Rockwood and desires to hire Consultant to perform
market research to determine the rate structure for the goods and services that will be provided at the
newly renovated Rockwood once it is open and operating;and
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties
agree as follows:
1. SCOPE OF AGREEMENT.
1.1 Consultant hereby agrees to perform market research to determine the proposed rate
schedule for the goods and services to be provided by the City at Rockwood in accordance with the terms
of this Agreement and the scope set forth in Exhibit "A," which is attached hereto and incorporated
herein for all purposes incident to this Agreement("Services").
2. TERM.
2.1 This Agreement shall commence on February 12, 2016 and expire on May 11, 2016,
unless terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
3.1 The City shall pay Consultant an amount not to exceed Five Thousand Five Hundred
Dollars and No Cents ($5,500.00) in the following two installments, each of which represents full and
final payment for Services to be provided for herein:
3.1.1 Two Thousand Dollars and No Cents ($2,000.00) within thirty (30) calendar
days after the commencement of this Agreement.
3.1.2. Three Thousand Five Hundred Dollars and No Cents ($3,500.00) within
thirty (30) calendar days after all Services have been performed and all deliverables
have been received by the City.
3.2 Consultant shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for such services. The
City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless
the City first approves such expenses in writing.
tcaFFICIAL RECORD
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4. TERMINATION.
4.1. Termination for Convenience.
4.1.1 The City may terminate this Agreement for its convenience upon ten (10)
calendar days' written notice to Consultant. Upon receipt of such notice, Consultant
shall immediately discontinue all Services and work and the placing of all orders or the
entering into of contracts for all supplies, assistance, facilities and materials in
connection with the performance of this Agreement and shall proceed to cancel
promptly all existing contracts insofar as they are chargeable to this Agreement. If the
City terminates this Agreement under this section, the City shall pay Consultant for
Services actually performed in accordance herewith prior to such termination,less such
payments as have been previously made,in accordance with a final statement submitted
by Consultant documenting the performance of such Services.
4.1.2 Consultant may, for any reason, terminate this Agreement upon thirty (30)
calendar days' written notice to the City. Consultant shall provide the City with copies
of all completed or partially completed documents prepared under this Agreement on or
before the effective date of termination. If the Consultant terminates this Agreement
under this section, the City shall pay Consultant for Services actually performed in
accordance herewith prior to such termination, less such payments as have been
previously made, in accordance with a final statement submitted by Consultant
documenting the performance of such Services.
4.2 Termination for Cause. The City may terminate this Agreement for cause in the event
Consultant fails to perform in accordance with the terms and conditions contained herein. In such event,
the City shall give Consultant written notice of Consultant's failure to perform, giving Consultant
fourteen (14) calendar days to come into compliance with the Agreement's requirements. If Consultant
fails to come into compliance with this Agreement, City shall notify Consultant, in writing, and this
Agreement shall be terminated as of the date of such notification. Termination of this Agreement under
this provision shall not relieve the Consultant of any damages resulting from a breach or a violation of
the terms of this Agreement.
4.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except as to
the portions of the payments herein agreed upon for which funds shall have been appropriated.
4.4 Upon termination of this Agreement for any reason, Consultant shall provide the City
with originals and copies of all completed or partially completed work prepared under this Agreement
within thirty (30) calendar days after the effective date of termination, unless otherwise stated in this
Agreement.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
5.1 City shall own all right,title, and interest in the work produced by Consultant under this
Agreement (collectively, "Work Product") at all times throughout the world. Further, City shall 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 shall inure to the benefit of the City from the
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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 shall be considered a "work-
made-for-hire" within the meaning of the Copyright Act of 1976, as amended, and City will be
considered the author of the Work Product,with all rights appurtenant thereto. 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, Consultant hereby expressly assigns, sells, and transfers, and to the
extent any such assignment, sale,or transfer cannot be made at the present time to City, agrees to assign,
sale,and transfer, all exclusive right,title and interest in and to the Work Product,and all copies thereof,
and in and to the copyright,patent, trademark, trade secret, and all other proprietary rights therein, that
the City may have or obtain, without further consideration,free from any claim, lien for balance due, or
rights of retention thereto on the part of the City. Consultant shall have no copyright or other intellectual
property interest in the Work Product.
5.2 The City shall have access to and be entitled to review and copy any portion of the Work
Product at any time.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
Services under this Agreement. In the event that any conflicts of interest arise after the Effective Date
of this Agreement,Consultant hereby agrees immediately to make full disclosure to the City in writing.
6.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose
any such information to a third party without the prior written approval of the City.
7. RIGHT TO AUDIT.
7.1 Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, 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 of the consultant involving transactions relating to this Contract at no
additional cost to the City. Consultant agrees that the City shall have access during normal working
hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
7.2 Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, 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 of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
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8. INDEPENDENT CONTRACTOR.
8.1 It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and Services performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers,agents, servants,employees,
contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall
not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers,
agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither
Consultant,nor any officers,agents,servants,employees or subcontractors of Consultant shall be entitled
to any employment benefits from the City. Consultant shall 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
subcontractors.
9. LIABILITY AND INDEMNIFICATION.
9.1 LIABILITY - CONSULTANT SHALL 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 ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9.2 INDEMNIFICATION- CONSULTANT HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'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 ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS,CONTRACTORS,OR EMPLOYEES.
10. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any
of its duties, obligations or rights under this Agreement without the prior written consent of the City. If
the City grants consent to an assignment,the assignee shall execute a written agreement with the City and
the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant
under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the
Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent
to a subcontract,the subcontractor shall execute a written agreement with the Consultant referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide
the City with a fully executed copy of any such subcontract.
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11. INSURANCE.
11.1 Consultant shall provide the City with certificate(s) of insurance documenting policies
of the following minimum coverage limits that are to be in effect prior to commencement of any
Services pursuant to this Agreement:
11.1.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Consultant, its employees,
agents,representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned.
11.1.2 Miscellaneous.
(a) Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any Services pursuant to this Agreement.
(b) All policies shall contain a Waiver of Subrogation for the benefit of the
City of Fort Worth.
(c) The term City shall include its employees, officers, officials, agent, and
volunteers in respect to the contracted Services.
(d) Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(e) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.
(f) The insurance requirements set forth in this section and any recovery by
the City of any sum by reason of any insurance policy required under this
Agreement shall in no way be construed or affected to limit or in any way affect
Consultant's liability to the City or other persons as provided by this Agreement
or law.
(g) The City, its officers, employees and volunteers shall be named as an
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additional insured on the automobile and commercial general liability policies.
(h) The insurers for all policies must be licensed and approved to do
business in the State of Texas. Except for workers' compensation, 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, prior
written approval of the City's Risk Management Division is required.
(i) Such terms shall be endorsed onto Consultant's insurance policies.
Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the
same address.
12. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
12.1 Consultant 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 the City notifies Consultant of any violation of such laws,
ordinances,rules or regulations,Consultant shall immediately desist from and correct the violation.
13. NON-DISCRIMINATION COVENANT.
13.1 Consultant,for itself,its personal representatives, assigns, subcontractors and successors
in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder,it shall 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 Consultant,its personal representatives, assigns,subcontractors or successors
in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
14. NOTICES.
14.1 Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or(2) received by the other parry by United States Mail,registered, return
receipt requested,addressed as follows:
City of Fort Worth Singletary Golf Services
Attn:Assistant City Manager Attn:Lee Singletary
1000 Throckmorton 8808 Vernon Court,Ste. 100
Fort Worth TX 76102-6311 Plano,TX 75025
With Copy to the City Attorney
At same address
15. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
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period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either parry who responds to a general solicitation of
advertisement of employment by either party.
16. GOVERNMENTAL POWERS/IlVM7UNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
17. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
18. GOVERNING LAW/VENUE.
This Agreement shall 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 shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
20. FORCE MA.IEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to,compliance with any government law,ordinance or regulation,acts of God,acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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23. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,which is executed by an authorized representative of each party.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall,for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its Services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) business days from the date that the Services are completed. In such event, at Consultant's option,
Consultant shall 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 the City to Consultant for the
nonconforming Services.
26. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference,contains the entire understanding and agreement between the City and
Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in Tarrant County,
Texas to be effective on the date set forth in Section 2.
CITY OF FORT WORTH LEE SINGLETARY D/B/A SINGLETARY
GOLF SERVICES
c
By: -- - —�_
S san s
Asstt City Manager
Date: y Date:
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APPROVED AS TO FORM AND LEGALITY:
By:
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Assistant City Attorney
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Agreement with Lee Singletary d/b/a Singletary Golf Services 9 of 10
EXHIBIT A
SCOPE OF SERVICES
Consultant shall perform market research to determine the rate structure for all of the goods and services
that will be provided at the newly renovated Rockwood once it is open and operating,including, but not
limited to, green fees, cart fees, annual pass fees, and food and beverage prices). To achieve this,
Consultant agrees to review and analyze golf courses within a twenty-five (25)mile radius of Rockwood
("Market Area") to determine comparable rates. Consultant's review and analysis shall include, at a
minimum, all operations,budgets,financial information, organizational structure, operating departments,
personnel and staff, policies and procedures, pricing and marketing plans at Rockwood, other golf
courses owned by the City, and golf courses owned and operated by other municipalities as well as
privately owned public golf courses in the Market Area,to the extent that the same may be available.
On or before April 11, 2016, Consultant shall provide the City with a deliverable in the form of a draft
written report to include the above-stated review and analysis and a projected operating pro-forma for
Rockwood, including, but not limited to, proposed rates and fees with corresponding round projections.
The City will review the draft document for the purpose of providing feedback,comments, and revisions,
and will provide such to the Consultant within ten (10)business days after receiving the draft report. If
the City does not provide any feedback within such time, then the draft report will be deemed to be final,
and the City will pay the Consultant per the terms of this Agreement. However,if the City provides any
feedback, comments, or revisions, then the Consultant shall have sixteen (16) calendar days to submit a
final report incorporating the City's feedback,comments, and revisions. The parties may agree to extend
the deadlines by mutual written agreement.
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