HomeMy WebLinkAboutContract 43353 (2)MANAGEMENT AGREEMENT FOR
MCLELAND TENNIS CENTER
CITY SECRETARY 23s,�
CONTRACiNO. �
THIS MANAGEMENT AGREEMENT FOR MCLELAND TENNIS CENTER
("Agreement") is made and entered into by and between the City of Fort Worth, a home -rule municipal
corporation of the State of Texas (the "City"), acting by and through its duly authorized Assistant City
Manager, and 2tennis.net, LLC, a Texas limited liability company (the "Contractor"), acting by and
through its duly authorized President.
WHEREAS, the City owns certain dedicated parkland known as Rosemont Park, 1400 West
Seminary Drive, Fort Worth, Texas 76115 (the "Park"); and
WHEREAS, a portion of the Park has been set aside for the construction and operation of a
municipal tennis facility known as the McLeland Tennis Center, 1600 West Seminary Drive, Fort Worth,
Texas 76115 (the "Center"); and
WHEREAS, City and Contractor have previously been parties to a contract whereby Contractor
assumed responsibility for management of the operations at the Center in exchange for a portion of the
revenue generated by the Center, the contract being Fort Worth City Secretary Contract 31681 (the
"Contract"); and
WHEREAS, the term of the Contract has expired and no additional renewal options remain; and
WHEREAS, the parties wish to continue their relationship by executing a new agreement that
defines the rights and responsibilities of each with respect to operation of the Center.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby covenant and agree as follows:
SECTION 1. SERVICES OF CONTRACTOR
City hereby grants to Contractor, as an independent contractor, the right to operate and manage
the municipal tennis facility known as the McLeland Tennis Center, 1600 West Seminary Drive, Fort
Worth, Tarrant County, Texas 76115 (the "Center"), and Contractor hereby agrees to manage and operate
the Center in accordance with the terms and conditions of this Agreement.
SECTION 2. TERM
2.1 This Agreement shall be for a primary term of three (3) years, beginning July 1, 2012 and ending
on June 30, 2015, unless terminated earlier as provided herein.
2.2 Unless previously terminated, the Agreement may be renewed by written mutual consent of the
parties for two (2) successive two-year periods under the same terms and conditions of this
Agreement.
2.3 Either party may terminate this Agreement (i) without cause by providing the other party at least
six (6) months' advance written notice of the intent to terminate or (ii) for cause in accordance
with Section 21. In addition, the City may terminate for cause in accordance with Section 20 or
22.
2.4 As used in this Agreement, the terms "contract year," "year," and "annual" shall refer to a period
beginning on October 1 and ending on September 30 of the following calendar year.
06-29-12 A07 : 29 IN
Management Agreement for McLeland Tennis Center Page 1 of 14
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
SECTION 3. CHARACTER AND MINIMUM EXTENT OF SERVICES
3.1 General Operations Requirements
(a) Contractor shall operate the Center as a public municipal tennis facility open to members of the
general public for daily play and available during at least the minimum hours required under
subsection (e) below.
(b) The Contractor shall provide adequate staff to efficiently service customers at the Center during
hours of operation.
(c) At the Contractor's discretion, Contractor may close the Center during all or any part of the
following eight (8) City -observed holidays: New Year s Day (January 1), Martin Luther King,
Jr. Day (Third Monday in January), Memorial Day (Fourth Monday in May), Labor Day (First
Monday in September), Thanksgiving Day (Fourth Thursday in November), the Friday after
Thanksgiving Day, and Christmas Day (December 25).
(d) The Contractor may close or partially close the Center for inclement weather (snow, ice, or courts
too wet for play) or other similar causes. Contractor shall notify the City of any court and/or
Center closures due to weather or any unforeseen circumstances.
(e) Except as otherwise provided in this paragraph, Contractor shall open the Center to the public for
play seven (7) days per week for a minimum of sixty (60) hours per week Contractor
acknowledges that the current operating hours of the Center are 9:00 a.m. to 9:00 p.m. Monday
through Thursday and 9:00 a.m. to 3:00 p.m. Friday through Sunday. Subject to the sixty (60)
hour minimum Contractor may change the hours at its discretion to maximize the use of the
Center. The Director of Parks and Community Services Department (or that individual's
designee) may, in his or her sole discretion, provide written authorization for the Contractor to
open the Center to the public for less than sixty (60) hours per week.
(f)
Members of the public may reserve courts up to three months in advance. Contractor, its agents,
representatives, servants, and employees may reserve an available indoor tennis court for use for
programs and/or lessons up to twenty-four (24) hours in advance between the hours of 6 p.m. and
9 p m. Monday through Thursday.
3.2 Instructors: Lessons
(a) Contractor shall provide at least one Tennis Professional to offer individual instructions and
group lessons at the Center. Such Tennis Professional shall be on duty and available a minimum
of forty (40) hours per week during the Center s regular hours of operation. Each such Tennis
Professional must have current membership in the United States Tennis Association (USTA) and
certification through the United States Professional Tennis Association (USPTA) An employee
or officer of 2tennis net LLC may serve as the Tennis Professional, provided that all other
requirements under this paragraph are met
(b) Contractor shall provide at least one session of fee -based group tennis lessons during the spring,
summer, and fall seasons for each of the following categories: Beginner Player - Child,
Advanced Player - Child; Beginner Player- Adult and Advanced Player — Adult.
(c) Contractor shall provide (i) at least one fee -based tennis clinic for the public each spring,
summer and fall; (ii) at least one free tennis clinic during the summer for City of Fort Worth
recreation centers; and (iii) at least one free tennis clinic during the summer for the City of Fort
Worth Youth Athletics Program.
(d) From the first week of June to the second week of August each year, if requested in writing by
the City, Contractor shall reserve at least 2 outdoor courts Monday through Friday for use by the
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City of Fort Worth Summer Day Camp tennis program. In addition, upon request from the City,
the Contractor shall make available equipment for use by the program (used tennis balls and
secondary tennis racquets).
3.3 Leaeue Play
(a) Contractor shall conduct annual tennis leagues in accordance with the requirements of this
subsection
(b) Contractor shall advertise and make good faith efforts to recruit players for six (6) leagues,
consisting of one each in the following categories - Men's Singles, Men's Doubles, Women's
Singles, Women's Doubles Mixed Doubles, and Junior Team Tennis.
(c) The levels of play in each league shall be:
Adult:
- Advanced Beginner (National Tennis Rating Program [NTRP] 2.5-3.0),
- Intermediate (NTRP 3 0-3.5),
- Advanced Intermediate (NTRP 3.5 4.0),
- Advanced (NTRP 4 0 and up)
Junior team tennis provided by age divisions.
(d) Contractor shall advertise all information pertaining to leagues and clinics through the website
www.tennisfortworth.com. If the listed website ceases to exist, Contractor shall advertise all
information pertaining to leagues and clinics through the Fort Worth Tennis Association and
local USTA chapter and shall also work to ensure that leagues are publicized in the local media.
(e)
(0
If Contractor's good faith efforts are unsuccessful in recruiting players for a particular type or
level of play, Contractor may, after conferring with the Director of the City's Parks and
Community Services Department (or that individual's designee), choose not to offer that type or
level of league play at that time.
The duration of each league will be contingent on the number of participants.
3.4 Tournaments
Contractor shall make the Center available for a minimum of four (4) local tennis tournaments
annually Each division must be represented in at least one tournament event each year. Contractor shall
advertise all information pertaining to tournaments through the website www.tennisfortworth.com. If the
listed website ceases to exist Contractor shall advertise all information pertaining to tournaments through
the Fort Worth Tennis Association and local USTA chapter and shall also work to ensure that the events
are publicized in the local media.
3.5 Pro Shon,
Contractor shall provide, manage, and operate a Pro Shop at the Center offering equipment and
accessories for sale and/or rental At a minimum the Pro Shop shall keep the following items in stock at
all times: tennis rackets, tennis balls, grip tape, head tape, vibration dampers, and wrist bands. The Pro
Shop shall also provide tennis racket stringing and repair. Contractor shall have the exclusive right to sell
or rent tennis -related equipment at the Center
3.6 Concessions
Contractor shall have the exclusive right to all food and drink concessions at the Center
Contractor shall provide food service or snack service at the Center. Contractor shall either provide a food
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service area consisting of foods prepared at the Center, or at a minimum, a snack service consisting of an
assortment of soft drinks in vending machines (including caffeine -free, diet, cola, non -cola, and non-
carbonated) and an assortment of snack foods (including cookies, crackers, chips, nuts, cakes, and candy
bars) in stock at all times. No items in glass containers may be offered for sale at the Center.
Chewing gum may not be offered for sale at the Center. Contractor shall not sell, provide, or permit
possession or consumption of any alcoholic beverages at the Center or the Park at any time.
3.7 Additional Services
(a) Contractor may, at its discretion, provide for additional lessons, clinics, leagues, tournaments,
services and merchandise consistent with the provisions of this Agreement.
(b) Contractor is authorized to enforce any applicable ordinances, rules, and regulations for tennis
operations that are not superseded by the terms of this Agreement.
(c) The City shall conduct facility inspections at the Center once a month and will submit a facility
checklist to the Contractor identifying areas of concern. Contractor shall be responsible for
correcting all problems cited in the checklist within two weeks of the date the checklist is
provided to the Contractor If a particular problem will take more than two weeks to correct,
Contractor will notify the Director of the Parks and Community Services Department (or that
individual's designee) of that fact as soon as possible and will provide a date certain by which the
problem will be corrected.
(d) The Contractor shall be responsible for establishing a Center advisory committee comprised of 3
to 5 customers utilizing the Center. The committee shall serve as an liaison between the Center's
customers and participants and the Contractor and City staff and may (i) recommend facility
enhancements (ii) report facility issues; (iii) suggest program improvements and league and rule
modifications, and (iv) provide feedback to the City and the Contractor regarding operations at
the Center overall Contractor shall be responsible for ensuring the committee meets quarterly
during the months of January, April July and October. Contractor shall be responsible for
preparing a summary of the discussion and action items at these meetings and shall submit this
information to the City within two weeks of the date on which the quarterly meeting was held.
SECTION 4. RENTAL PAYMENTS TO CITY
4.1 Contractor shall pay the City rent in the amount of Ten Thousand Five Hundred Dollars
($10,500.00) per year.
4.2 For the 2011-2012 contract year, rent shall be paid in full on or before August 31, 2012.
Beginning October 1, 2012 the annual rent shall be paid in advance in four equal quarterly
installments of Two Thousand Six Hundred and Twenty -Five Dollars ($2,625.00) each, with
such payments due and payable on or before the tenth (10th) day of January, April, July, and
October.
4.3 All payments due under this Agreement shall be made payable to the City of Fort Worth and
remitted to the following address:
City of Fort Worth
c/o Athletic Coordinator
600 Congress Street
Fort Worth, Texas 76107
4.4 Any payment not made by its due date shall bear interest at an annual simple interest rate of
twelve percent (12%) from the due date through and including the date paid.
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SECTION 5. CENTER -RELATED FEES
5.1 Court -use fees must be approved in writing on an annual basis by the Director of the Parks and
Community Services Department (or that individual's designee). Contractor has discretion to set
all other Center -related fees, including fees for lessons, tournament participation, league
participation, merchandise food, and beverages. Contractor shall submit a schedule of all fees
for the upcoming Contract Year, including proposed court -use fees, on or before August 1 of
each year.
5 2 The parties acknowledge that the Center is utilized by the Fort Worth Independent School
District (FWISD) for daily practice. City shall pay court -use fees for FWISD's practice use in an
amount up to a maximum of Four Thousand Dollars ($4,000.00) per Contract Year. Contractor
shall submit an itemized monthly invoice to the City indicating FWISD's daily practice times and
dates. Only practice play by the FWISD shall be included and paid for by the City. FWISD
participation in tournaments or other special events shall be billed directly to the FWISD
Athletics Office in care of the FWISD, 1501 University Drive, Fort Worth Texas 76107.
SECTION 6. INSURANCE AND RESPONSIBILITY
6.1 During the term of this Agreement, Contractor shall procure and maintain at all times, in full
force and effect, a policy or policies of insurance that provide the specific coverages set forth in
this section as well as any and all other public risks related to Contractor's performance of its
obligations under this Agreement Contractor shall specifically obtain the following types of
insurance at the following limits.
(a) Workers' Compensation Insurance
Contractor shall maintain, and shall require any and all subcontractors to maintain, workers'
compensation insurance in the minimum statutory amounts for all `employees ' of Contractor or
any subcontractor employed at the Center or the Park. Employer's liability shall be maintained at
the following limits.
$100,000.00 each accident /occurrence
$100,000.00 disease per each employee
$500,000.00 disease policy limit
(b) Commercial General Liability Insurance
Contractor shall maintain commercial general liability insurance with no exclusions in the policy
in at least the minimum amount of:
$1,000,000.00 per occurrence
$2,500,000.00 annual aggregate limit
(c) Automobile Liability Insurance
Contractor shall maintain automobile liability insurance in at least the minimum amount of:
$100,000.00 on a combined single limit
Or
$250,000.00 property damage per occurrence
and
$500,000.00 bodily injury per person per occurrence
A commercial business policy shall provide coverage on "Any Auto," defined as autos owned,
hired, and non -owned.
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(d) Property Damage
Contractor shall maintain property insurance covering the Center itself in at least the minimum
amount of:
$250,000.00 per occurrence
(e) Reauirements Applicable to all Insurance
(i)
The City, its officers, employees, and servants shall be endorsed as an additional insured
on all insurance policies with the exception of workers' compensation
(ii) Certificates of insurance shall be delivered to the Risk Management Division, 1000
Throckmorton Street, Fort Worth, Texas 76102, with a copy to the City of Fort Worth,
Parks and Community Services Department at the same address on or before October 1
of each year.
(iii) Each insurance policy shall be endorsed to provide the City a minimum thirty (30) days'
notice of cancellation, non -renewal, and/or material change in policy terms or coverage,
provided, however, that ten (10) days' notice shall be acceptable for cancellation due to
non-payment of premium.
(iv) Insurers must be authorized to do business in the State of Texas and have a current A.M.
Best rating of A: VII or equivalent measure of financial strength and solvency.
(v) Deductible limits or self -funded retention limits on each policy may not exceed
$10 000.00 per occurrence unless otherwise approved by the City's Risk Manager (or
that individual's designee).
(vi) In lieu of traditional insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups for all required insurance
coverages other than workers' compensation. Any alternative coverage must be
approved in writing by the City's Risk Manager (or that individual's designee).
(vii) Workers' compensation insurance policies covering employees at the Center and/or Park
shall be endorsed with a waiver of subrogation providing rights of recovery in favor of
the City.
(viii) City shall not be responsible for the payment of the premium costs for any insurance
that the Contractor is required to obtain under this Agreement.
(ix) Each insurance policy required under this Agreement shall be endorsed to provide that
such insurance is primary protection and that any self -funded or commercial coverage
maintained by City shall not be called on to contribute to loss recovery.
(x) Upon the request of City, Contractor shall ensure that City is provided with complete
copies of all insurance policies required under this Agreement.
(xi) Unless otherwise stated, all required insurance shall be written on an "occurrence basis."
If coverage is underwritten on a `claims made' basis, the retroactive date shall be
coincident with or prior to the date of this Agreement, and the certificate of insurance
shall state that the coverage is "claims made" and indicate the retroactive date.
(xii) Contractor's liability shall not be limited to the specified amounts of insurance required
herein.
Management Agreement for McLeland Tennis Center Page 6 of 14
(xiii) Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein.
6.3 The City of Fort Worth shall retain responsibility for Fire and Extended Coverage Insurance on
the Center itself and all fixtures, equipment, and other contents of the Center owned by the City.
6.4 Contractor shall be responsible for any contents of the Center not owned by the City and for
obtaining and paying for any insurance coverage therefor.
6.5 Contractor shall be responsible for any and all intentional or negligent acts or omissions of
Contractor, its agents, employees, contractors and subcontractors.
6.6 Throughout the term of this Agreement and any renewals thereof, Contractor shall report to the
City's Risk Management Division and the Parks and Community Services Department in a
timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could
result in a property loss.
SECTION 7. INDEMNIFICATION
CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY,
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT
OF, OR BE OCCASIONED BY (i) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, SEPARATE CONTRACTORS, OR SUBCONTRACTORS, RELATED TO THE
MANAGEMENT OF THE MCLELAND TENNIS CENTER OR THE PERFORMANCE OF
THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE
CITY, ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE
EVENT OF JOINT AND CONCURRENT LIABILITY OF BOTH CONTRACTOR AND CITY,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL
BE CONSTRUED AS A WAIVER OF ANY IMMUNITY OR DEFENSE THE CITY MAY BE
ENTITLED TO CLAIM UNDER TEXAS OR OTHER APPLICABLE LAW.
SECTION 8. UTILITIES AND SERVICES
8.1 The City shall be responsible for the following utility -related expenses - water, sewer, electricity
gas, and waste disposal utility. Contractor shall make reasonable efforts to minimize the use of
utilities by ensuring that lights, appliances, and water are shut off during periods of non-use.
8.2 The City shall be responsible for the rental expenses for the existing ice machine at the Center.
8.2 Contractor shall be responsible for all utility expenses related to communications, including, but
not limited to, local and long distance telephone service, cable or satellite television and radio
services, and internet or similar communications service.
8.4 Contractor will provide, at its own sole expense, computerized point -of -sale cash registers and
any other computers utilized for back office staffing.
8.5 Contractor will provide, at its own sole expense, an alarm service for the Center.
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SECTION 9. TAXES AND FEES
9.1 Contractor shall be responsible for all taxes associated with the operation and management of the
Center, including, without limitation any income, sales, use, or other taxes.
9 2 Contractor agrees to obtain and pay for all licenses, permits, certificates, and inspections required
by law or otherwise necessary to perform the services prescribed for Contractor to perform
hereunder.
SECTION 10. MAINTENANCE; ALTERATION TO PREMISES
10.1 Contractor shall be responsible for all day-to-day maintenance of the tennis courts, immediately
surrounding grounds, and the interior building structure, including trash and litter collection and
disposals vegetation control in excess of basic maintenance performed by the City, including, but
not limited to planting, maintaining, and tending to flower beds and other decorative plantings;
and disbursal of standing water. The Contractor shall keep the facility clean in accordance with
the Parks and Community Services Department's facility cleanliness standards, a copy of which
is attached to this Agreement as Exhibit A and incorporated herein for all purposes as though it
were set forth at length.
10 2 Contractor shall be responsible for basic repairs and maintenance to the tennis courts, including
periodic repainting and restriping as well as any necessary replacement of nets and wind screens
due to ordinary wear and tear. Contractor shall be obligated to expend up to Two Thousand Five
Hundred Dollars ($2,500.00) per year for such repair and replacement.
10.3 City shall be responsible for structural condition of the tennis courts and for maintaining the
outdoor grounds of the Center, including lawns, landscaping and lighting, replacing vandalized
nets and windscreens and for court resurfacing.
10.4 Staff in the Parks and Community Services Department agrees to request funding to resurface
two (2) courts per fiscal year in the Department's annual budget proposal. However, Contractor
understands and agrees that the City Manager s Office and/or the City Council may eliminate or
deny such funding request and that courts will only be resurfaced if funds are appropriated for
that fiscal year. City does not guarantee that any courts will be resurfaced and is under no
obligation to resurface any courts if funds are not appropriated by the City Council.
10.5 Unless otherwise specifically provided by the terms of this Agreement or approved in writing by
the Director of the Parks and Community Services Department (or that individual's designee),
Contractor shall not (i) make or cause to be made any alterations additions, or improvements to
the Center; (ii) install or cause to be installed any trade fixtures, shades, or awnings; or (iii) make
or cause to be made any structural changes or additions to the Center
10.6 Any and all physical alterations and improvements made to the Center by or on behalf of the
Contractor with the approval of the Director of the Parks and Community Services Department
(or that individual's designee) shall remain the property of City following expiration or
termination of this Agreement. No such alteration or improvement may be removed from the
property during or after the term of this Agreement (or any renewal thereof) without the express,
prior written consent of the Director of the Parks and Community Services Department (or that
individual's designee).
10.7 Following expiration or termination of this Agreement, Contractor shall (i) remove all
decorations and non -permanent additional fixtures as directed by the Director of the Parks and
Community Services Department (or that individual's designee) and (ii) restore the Center to the
same condition as it was in at the commencement of the Agreement, ordinary wear and tear
excluded. Any decorations or non -permanent fixtures that are not removed from the Center
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within thirty (30) days of the expiration or termination of this Agreement shall become the
property of the City.
SECTION 11. FORCE MAJEURE; HOMELAND SECURITY
If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts
of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections* riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by
any court, board, depaitment, commission, or agency of the United States or of any state; declaration of a
state of disaster or emergency by the federal, state, county, or City government in accordance with
applicable law; any arrests and restraints* civil disturbances; or explosions, or some other reason beyond
the Party's reasonable control (collectively "Force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event. If the Park or Center
or any portion thereof shall be destroyed or rendered unsafe for use or occupation by reason of a Force
Majeure Event, the City may, in its reasonable discretion and after consulting with Contractor, either
cancel or reschedule planned Contractor events or activities. Contractor hereby waives any claim
against City for damages by reason of any such rescheduling or cancellation.
If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City,
in its sole discretion, may cancel or postpone a scheduled Foundation event or activity in the interest of
public safety.
SECTION 12. RECORDS AND AUDITS
12.1 Contractor shall keep full, complete, proper, and customary books, records, and accounts of gross
receipts, both for cash and credit payments, of each separate activity conducted at the Center. On
a monthly basis, Contractor shall provide the City s Athletic Coordinator with a written summary
report of activities and financial transactions related to the Center during the preceding month.
Contractor shall at all reasonable times make available to the City and its authorized
representatives and agents all books, records, and accounts related to the Center, including any
sales tax reports that Contractor may be required to furnish to any government or governmental
agency. Contractor agrees to maintain financial records pertaining to the operation and
management of the Center during each Contract Year for a period of three (3) years from the date
that the Contract Year ends
12.2 Contractor agrees that the City or its representatives shall, until the expiration of three (3) years
after expiration of this Agreement, have access to and the right to examine and photocopy
financial records and supporting documentation directly related to the Contractor's use of the
Center and the Park Contractor agrees that the City shall have reasonable access during normal
working hours to all necessary Contractor facilities and shall be provided reasonably adequate
and appropriate workspace in order to conduct audits in compliance with the provisions of this
section.
The City shall give Contractor reasonable advance notice of intended audits. Contractor further
agrees to include in any subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall (i), until the expiration of three (3) years after expiration
or termination of the subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers, and records of such subcontractor involving
transactions to the subcontract, and (ii) have reasonable access during normal working hours to
all subcontractor facilities and be provided reasonably adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this Section The City shall give
subcontractor(s) reasonable advance notice of intended audits.
Notwithstanding anything to the contrary herein, this Section shall survive expiration or earlier
termination of this Agreement.
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SECTION 13. NON-DISCRIMINATION/EQUAL OPPORTUNITY
13.1 In the performance of this Agreement and the operation of the Center, Contractor shall not
discriminate on the basis of race, color, creed, religion, gender, age, military status, handicapped
status, sexual orientation or national origin. In addition, Contractor shall comply with all local,
state, and federal laws, rules, and regulations pertaining to non-discrimination and equal
opportunity in the areas of employment, subcontracting, and use of public facilities.
13.2 It is the policy of the City to involve disadvantaged business enterprises in all phases of its
procurement practices and to provide them an equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and supplies, and
provision of other services required by the City. In keeping with this policy, the Contractor
agrees to incorporate the ordinances establishing the City's Minority and Women Business
Enterprises Policies and Disadvantaged Business Enterprise Policies, as they may from time to
time be amended, into all contracts of the Contractor that would include a goal if entered into by
the City and will further require all persons or entities with whom it contracts to comply with said
ordinances In all other instances, the Contractor will make a good faith effort to include
minority, women, and disadvantaged business enterprises among its contractors and
subcontractors.
SECTION 14. AMERICANS WITH DISABILITIES ACT
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Contractor
warrants that he and any and all of his subcontractors will not unlawfully discriminate on the basis of
disability in the provision of services to the general public, nor in the availability, terms and/or conditions
of employment for applicants for employment with or employees of the Contractor or any of his
subcontractors. Contractors warrants he will fully comply with ADA s provisions and any other
applicable federal, state, and local laws concerning disability and will defend, indemnify, and hold
harmless the City its officers agents, servants, and employees from and against any claims or allegations
asserted by third parties or subcontractors for alleged failure to comply with the above -referenced laws
concerning disability discrimination in the performance of this Agreement.
SECTION 15. ASSIGNMENT
Contractor shall not assign, subcontract, sublet, or transfer any its rights or responsibilities under this
Agreement without the prior written consent of the City. Any attempted assignment, subcontract,
sublease, or transfer without the City's prior written consent shall be void.
SECTION 16. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all
rights and privileges contained in this contract, and not as an agent, representative, servant or employee of
the City. Subject to the terms of this Agreement, Contractor shall have the exclusive control of and the
exclusive right to control all details and day-to-day operations and activities relative to its performance
under this Agreement and shall be solely responsible for the acts and omission of its officers agents,
servants, employees, contractors, subcontractors, licensees, and invitees. Contractor acknowledges that
the doctrine of respondeat superior shall not apply as between the City and Contractor or between the
parties' respective officers, agents, servants, employees, contractors, subcontractors, licenses, or invitees.
Nothing contained in this Agreement shall be construed as the creation of a partnership or joint
enterprise between the City and Contractor In the event of a dispute, any doubt as to the construction
of this Agreement shall be resolved so as to maintain Contractor's status as an independent contractor.
SECTION 17. NATURE OF CONTRACT
It is expressly understood and agreed that this Agreement is a contract for the operation and management
of the Center, and not a lease or conveyance of any interest in the Center, the Park, or any other City
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property.
SECTION 18. SIGNS
Contractor shall not place or cause or permit to be placed any sign or advertisement on the Center, the
Park, or any property of the City without the pnor written consent of the City's Athletic Coordinator.
Management Agreement for McLeland Tennis Center Page 11 of 14
SECTION 19. CONDITION OF CENTER; WARRANTIES EXCLUDED
Contractor hereby represents that it has inspected the Center and improvements thereon, that it finds same
suitable for all activities and operations agreed to or contemplated hereunder, and that it takes the Center
and all improvements thereon in an 'as is" condition City hereby expressly excludes any and all
warranties in regard to the Center, including, without limitation, any warranty of title or fitness for any
particular purpose.
SECTION 20. COMPLIANCE WITH LAWS
Contractor covenants and agrees that it shall not engage in any unlawful use of the Center or the Park.
Contractor further agrees that it (i) shall not permit its officers, agents, servants employees, contractors,
subcontractors, patrons, licensees, or invitees to engage in any unlawful use of the Center or the Park and
(ii) shall immediately remove from the Center and Park any person engaging m any unlawful activities
Unlawful use of the Center or the Park by Contractor itself shall constitute an immediate breach of this
Agreement for which the City may, at its sole option, declare this Agreement terminated immediately.
Contractor agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of
City all rules and regulations established by the Director of Parks and Community Services; and all rules
and regulations adopted by the City Council pertaining to the conduct required at the Center, as such laws,
ordinances, rules and regulations exist or may hereafter be amended or adopted. If City notifies
Contractor or any of its officers, agents, employees, contractors, subcontractors licensees or invitees of
any violation of any law, ordinance, rule, or regulation, Contractor shall immediately desist from and
correct the violation.
SECTION 21. BREACH, TERMINATION AND REMEDIES
21.1 Condition of Default. The following conditions will constitute a breach of this Agreement and
default hereunder:
(a) Failure of Contractor to make any rental payment due hereunder or to
fulfill any other monetary obligation to the City, which failure is not cured within thirty
(30) days.
(b) Failure of either party to perform any of its other non -monetary obligations
under this Agreement when due or called for, and the party in default fails to cure such
non -monetary default within thirty (30) days after written notice from the non -defaulting
party of such non -monetary default.
21.2 Termination; Remedies. If any of the conditions identified in subsection (a), above should occur
and the party in default does not cure the default within the time periods as set out therein, the
non -defaulting party may elect to terminate this Agreement immediately and seek all other
remedies provided under law and equity Waiver of any particular instance or breach does not
constitute any continuing waiver or a waiver of any subsequent breach of this Agreement.
SECTON 22. NO LIENS ON PROPERTY
22.1 Contractor shall take no action that creates or purports or attempts to create a lien on the Center,
the Park, or any other City property. In the event any lien is created or purported or attempted to
be created, the Contractor shall take any and all necessary steps to remove said purported,
attempted, or actual lien within ten (10) days.
22 2 Creation of any purported, attempted, or actual lien on the Center, the Park, or any other City
property that is not removed within the time period set forth in this section will be considered a
breach of contract for which the City may, at its sole option, declare this Agreement terminated
immediately.
Management Agreement for McLeland Tennis Center Page 12 of 14
SECTION 23. NON -APPROPRIATION
If for any reason at any time during any term of this Agreement, the City Council fails to appropnate
sufficient funds for the City to fulfill its obligations under this Agreement, the City may terminate this
Agreement to be effective on the later of (i) thirty (30) days following delivery by the City to Contractor of
written notice of the City's intention to terminate, or (ii) the last date for which funding has been
appropriated by the City Council for the purposes set forth in this Agreement.
SECTION 24. SURRENDER OF PREMISES
Contractor shall peaceably and immediately give up and surrender the Center and every part thereof to the
City at the expiration or termination of this Agreement.
SECTION 25. SUCCESSORS AND ASSIGNS
All terms, covenants, and conditions contained in this Agreement shall be binding on and inure to the
benefit of the successors and assigns of the respective parties hereto.
SECTION 26. APPLICABLE 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, arises on the basis of any provision of 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.
SECTION 27. NOTICES
27.1 All notices, demands, requests, or replies provided for or permitted under this Agreement shall be
in writing and may be delivered by one of the two following methods:
(a) By personal delivery with receipt acknowledged in writing; or
(b) By deposit with United States Postal Service as certified or registered mail,
return receipt requested, postage prepaid to addresses stated below.
Notice deposited with the United States Postal Service in the manner described above shall be deemed
effective three business days after deposit with United States Postal Service Notice by personal
delivery shall be deemed effective at the time of personal delivery.
27.2 For purposes of notice, demand, request, or reply, the addresses of the parties shall be:
IF TO CITY
City of Fort Worth
c/o Parks & Community Servs Dir
1000 Throckmorton Street
Fort Worth, Texas 76102
With copy to:
Assistant City Attorney at same address
And
David Parise, Athletic Coordinator
600 Congress Street
Fort Worth, Texas 76107
IF TO CONTRACTOR
2 tennis.net, LLC
c/o Thomas Buell, President
6629 Crooked Stick Drive
Fort Worth, Texas 76132
Management Agreement for McLeland Tennis Center
Page 13 of 14
Each party shall have the right to designate a different address within the United States of
America by the giving of notice in conformity with this section.
SECTION 28. SECTION HEADINGS
The section headings contained in this Agreement are for convenience in reference only and are not
intended to define or limit the scope of any provision of this Agreement.
SECTION 29. GOVERNMENTAL POWERS
It is understood that by execution of this Agreement, the City does not waive or surrender any of it
governmental powers.
SECTION 30. REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to reviewand revise 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 any exhibits
hereto.
SECTION 31. ENTIRETY OF AGREEMENT
This written instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the
entire understanding of the Parties concerning City's and Contractor's roles and obligations in regard to
this Agreement. Any prior or contemporaneous oral or written agreement that purports to vary from the
terms hereof shall be void to the extent in conflict with any provision of this Agreement.
SECTION 32. AMENDMENTS / MODIFICATIONS / EXTENSIONS
No extension, modification or amendment of this Agreement shall be binding on a party hereto unless
such extension, modification, or amendment is set forth in a written instrument that is executed by an
authorized representative and delivered on behalf of such party.
SECTION 33. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
instrument on behalf of the respective party and that such binding authority has been granted by proper
order, resolution, ordinance, or other authorization of the entity. The other party is fully entitled to rely on
this warranty and representation in entering into this Agreement.
IN WITNESS WkIEREOF, the parties hereby have executed this contract in multiple originals on this
date, the 7'(of (,) 11_,P, 2012.
CITY OF FORT WORTH
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SusanAlanis,
Assistant City Manager
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Page 14 of 14
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TN
EXHIBIT A
CITY OF FORT WORTH
FACILITIES CLEANLINESS STANDARDS
Overview
One of the City's Management Priorities and a Strategic Goal of the City Council of Fort Worth
emphasize ensuring quality customer service and providing a cleaner more attractive City.
Successful efforts will result in a sanitary, safe and pleasant environment for our citizens, visitors
and employees who come to or work in City facilities. In order to establish general guidelines
that will provide direction for our employees and contractors, cleaning standards have been
developed to address these concerns. The standards are directed primarily at City buildings
(example: community centers, public events, city hall, etc.) that are frequented by the general
public These standards are primarily a base and may be enhanced by the Department Head or
his/her designee. Standards may also be governed by licensing or professional organization
policies. All custodial personnel should be required to participate in effective custodial and
product training on a quarterly basis. It is also important to note, that the volume of usage will
dictate the frequency of each activity.
"INSPECT WHAT YOU EXPECT!"
General (for all facilities)
Bulletin Boards, Windows and Doors
Daily:
• Designated staff conducts inspection of exterior and interior of facility.
Inspection should include:
Litter
Bird and other animal droppings
Outdated materials on bulletin boards
Brochure/Literature Racks
Light bulbs
Flyers, notices, etc. inappropriately taped or attached to doors and walls
Graffiti
Wash /clean high windows in facilitates per contract
B i-Annually
•
Wash/clean windows in facilities, inside and outside. Buildings with multiple
multi -storied windows (City Hall, Will Rogers, Convention Center, etc.)- contract
for professional services
Parking Lots, Garages and Grounds
Daily:
• Inspect for litter, trash or other debris
Facilities Cleanliness Standards
Page 1 of 5
• Pick up trash, etc.
• Empty trash receptacles, replace liners
• Park sites - Weekly
B i-Annually:
• Power wash surface/floors, walls
Entrances, Lobbies and Corridors
Daily:
Weekly:
• Empty waste baskets/receptacles, remove debris, shift and/or replace sand in
smoking urns (Note: If at all possible, locate smoking area away from the
entrance); survey entrance for leaves, litter and remove
• Dust mop and wet mop tiled areas
• Vacuum carpeted areas and mats; remove gum and soiled spots
• Disinfect water fountains
• Clean entrance door glass
• Dust lobby/reception area furniture, fire closets and extinguishers
• Clean display cases and interior door glass
• Spot clean walls
• Restore floor finish on non -carpeted floors
Twice Monthly:
• Dust high vents, lights, blinds and wall surfaces
Restrooms and Locker Rooms
Daily:
Weekly:
• Empty waste baskets/receptacles and change liners
• Restock dispensers. soap, paper towel, toilet tissue and feminine hygiene
• Clean mirrors; clean and disinfect urinals and commodes; clean basins; polish
stainless steel and chrome surfaces
• Spot wash walls, lockers and partitions
• Sweep and wet mop floors with disinfecting solution; ensure that the process is
started with a clean mop
• Damp clean and wipe/polish partitions
• Pour at least one gallon of clear water down floor drains
• Dust wall and ceiling vents
• Wipe/clean doors and wall tile
Twice Monthly:
• De -scale fixtures
• Scrub or mop floor thoroughly
Facilities Cleanliness Standards
Page 2 of 5
Offices and Lounges
Daily:
Weekly:
Monthly:
• Empty waste baskets/receptacles inside or placed outside office door
• Clean any inner -office restrooms following public restrooms standards
• Empty waste baskets/receptacles and change liners
• Dust cleared furniture tops, desk lamps and bookshelves
• Clean doors, door glass and telephone
• Dust mop and wet mop tiled floors
• Vacuum and remove spots from carpeted floors, fabric chairs and sofas
• Dust coat racks, clocks, window ledges, pipes, vents, blinds and any
connecting vertical and horizontal wall surfaces
• Restore floor finish on non -carpeted floors
Classrooms, Auditoriums, Libraries and Reception Areas
Daily:
Weekly*
Monthly:
• Empty waste baskets/receptacles and replace liners
• Clean dry erase or chalk boards and trays
• Vacuum traffic patterns on carpeted floors; remove gum and soil spots
• Dust mop and wet mop tiled floors
• Clean glass in doors and partitions
• Dust furniture surfaces and damp clean tabletops
• Empty pencil sharpeners
•
• Vacuum carpeted areas thoroughly
• Clean door surfaces
• Restore floor finish on non -carpeted floors
• Dust high vents, lights, pipes, blinds and connecting vertical and horizontal wall
surfaces
• Vacuum upholstered chairs
Conference Rooms
Daily:
• Empty waste baskets/receptacles
• Clean dry erase and chalkboards and chalk trays
Three (3) Times Weekly
• Vacuum traffic patterns on carpeted floors and remove gum and soil spots
Facilities Cleanliness Standards
Page 3 of 5
• Dust mop and wet mop tiled floors
• Clean glass in doors and partitions
Weekly:
• Dust furniture surfaces and damp clean table tops
• Empty pencil sharpeners
• Vacuum carpeted areas thoroughly
• Clean door surfaces
Public Stairs
Daily:
Weekly
Monthly:
• Dust mop and wet mop
• Dust handrails, radiators, window ledges, clean risers and ledges
• Dust high vents, lights, pipes, blinds and connecting vertical and horizontal wall
surfaces
Cony Rooms
Daily:
Weekly:
Monthly:
• Empty waste receptacles and replace liners
• Dust mop tiled floors
• Vacuum carpeted floors, remove gum and soil spots
• Thoroughly vacuum vents
• Clean door surfaces
• Dust clocks, window ledges and blinds, restore floor finish on non -carpeted floors
Shower Stalls, Community Centers. Other Facilities
Daily:
• Remove foreign matter and soap. Clean disinfect floors
• Flush floor with clear water and squeegee dry
• Disinfect shower walls
• Clean beneath shower mats. Clean and disinfect mats
Twice Weekly
• Clean handles, showerheads and other fixture hardware
• Scrub and disinfect shower room walls. Remove scum from walls
Break Rooms
Daily:
• Clean tabletops with disinfect
• Empty waste receptacles and replace liners
Facilities Cleanliness Standards
Page 4 of 5
• Dust mop and wet mop tiled areas
• Vacuum carpeted areas and mats, remove gum and soil spots
• Disinfect drinking fountains
• Wipe chairs with damp sponge
Twice Monthly:
• Dust vents, lights, pipes and blinds
Gymnasiums, Activity Areas
Daily:
Weekly:
Monthly:
• Empty waste receptacles and replace liners
• Dust mop court floors and spot clean
• Dry mop gym floor with recommended product
• Clean glass in doors and partitions
• Clean and disinfect drinking fountains
• Remove gum and soil spots
• Dust mop and wet mop tiled floors
• Spot clean walls
• Clean glass in doors and partitions
• Vacuum carpeted areas thoroughly
• Clean door surfaces
• Spray and buff tiled floors; remove scuff marks ,
• Dust or vacuum vents, lights, pipes, blinds, drapes, etc.
• Vacuum upholstered furniture Clean all wooden and other furniture
Facilities Cleanliness Standards
Page 5 of 5