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HomeMy WebLinkAbout066051 - General - Contract - Lone Star Health & Fitness, LLCCSC No. 66051 CONTRACT INSTRUCTOR AGREEMENT This Contract Instructor 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 representative, and Lone Star Health & Fitness, LLC, an individual ("Instructor"). WHEREAS, City is committed to improving the quality of life for employees by providing recreational opportunities, which include a variety of classes ("Participants"); WHEREAS, to help provide such recreational opportunities, the HR Department has set up a program to allow independent instructors to provide classes and activities through written agreements; WHEREAS, individuals or entities desiring to instruct a program must fill out an application and pass a background check prior to conducting any program at any City facility; WHEREAS, City and Instructor wish to set out terms for the provision of Instructor's classes and activities at certain City facilities; NOW THEREFORE, in consideration of the covenants and agreements contained in this Agreement, City and Instructor hereby agree as follows: Program. am. Instructor will provide certain classes ("Program") at City Hall for Participants. 2. Term of Agreement. Unless terminated earlier pursuant to the terms herein, the term of this Agreement begins on January 10, 2027 and expires on December 16, 2027 ("Initial Term"). City and Instructor may agree, in writing, to renew this Agreement for four (4,) additional one-year periods (each a "Renewal Term"). 3. Compensation. City shall pay Instructor an amount not to exceed $10,000.00 in accordance with the provisions of this Agreement and Exhibit "B, "Payment Schedule, which is attached hereto and incorporated herein for all purposes. Instructor 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. City shall not be liable for any additional expenses of Instructor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Instructor within thirty (30) days of receipt of such invoice. 4. Instructor Duties. a. Background Check. The safety and security of all Participants are of paramount importance to the City. Therefore, prior to performing any Program under this Agreement, Instructor, and anyone that will attend or teach any Program on behalf of or with the Instructor, must pass a thorough background investigation by an entity approved by the City. b. Instructor and anyone that will attend or teach any Program on behalf of or with the Instructor will be subject to future random background investigations and drug testing Refusal to submit to a background investigation or a failure of any background investigation will because or immediate termination of this Agreement. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Instructor Agreement Page 1 of 10 c. Instructor, and anyone that will attend or teach any Program on behalf of or with the Instructor, must be 18 years of age or older, except that an assistant instructor who is present with the Instructor during the Program may be 16 years of age. d. Subject to ordinary wear and tear, Instructor will pay the costs of repairing any damage that may be done to the Center or any of the fixtures, furniture or furnishings by any act of Instructor or any of Instructor's officers, representatives, servants, employees, agents, Program Participants, or anyone visiting the Center upon the invitation of the Instructor. City will determine, in its sole discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Instructor is responsible. City will be the sole judge of the quality of the maintenance and damage of the Center, furnishings, fixture or furniture by the Instructor. The costs of repairing any damage to the Center will be immediately due and payable by the Instructor upon Instructor's receipt of a written invoice from City. e. LIABILITY. INSTRUCTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF INSTRUCTOR, OR ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, OR PROGRAM PARTICIPANTS. INSTRUCTOR HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE AND LOSS AND PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH,DIRECTLY ORINDIRECTLY, THE OCCUPANCY OR USE OF THE CENTER AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE USE OF SAID CENTER UNDER THIS AGREEMENT. f. INDEMNIFICATION - INSTRUCTOR, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OFINVESTIGATION), OF ANY NATURE, KIND ORDESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TOOR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE CENTER BY INSTRUCTOR OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, PROGRAM PARTICIPANTS, OR INVITEES; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF INSTRUCTOR OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE CENTER WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF INSTRUCTOR; OR (3) Contract Instructor Agreement Page 2 of 10 BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF INSTRUCTOR UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"). g. Intellectual Prone - Instructor agrees to assume full responsibility for complying with all State and Federal Copyright Laws, including, but not limited to, the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any other regulations associated therewith. City specifically does not authorize, permit, or condone the performance, reproduction, or other use of copyrighted materials by Instructor or its officers, agents, servants, representatives, subcontractors, invitees, or licensees without the appropriate licenses or permission being secured in advance. In addition to any other indemnification obligations set forth herein, Instructor further agrees that INSTRUCTOR AGREES TO AND DOES HEREBY RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FOR, FROM, AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP, BMI, SESAC, AND GLOBAL MUSIC RIGHTS, ARISJNG OUT OF OR RELATED TO INSTRUCTOR'S INFRINGEMENT OR VIOLATION OF ANY COPYRIGHT LAWS OR REGULATIONS. h. Insurance. Instructor must abide by the insurance requirements set forth by City, in the sole discretion of City. 5. Audit. Instructor agrees that the City will, until the expiration of three (3) years after the termination or expiration of this Agreement, have access to and the rightto examine any directly pertinent books, documents, papers, and records of Instructor involving transactions relating to this Agreement Instructor agrees that the City will have access during normal working hours to all necessary Instructor facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give Instructor reasonable advance notice of intended audits. 6. Termination by Instructor. This Agreement may be terminated without cause by Instructor upon thirty (30) days written notice of such intent to terminate being delivered to the City. 7. Termination by City. This Agreement may be terminated without cause by City immediately upon written notice to Instructor of such intent to terminate. a. Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of (i) ninety (90) calendar days following delivery by the City to Agreement of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Contract. 8. Notices. All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from ti.me to time notify the other in writing. Any notice so given will be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: Contract Instructor Agreement Page 3 of 10 To CITY: City of Fort Worth Attn: Dianna Giordano, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address Miscellaneous. To VENDOR: Lone Star Health & Fitness, LLC 8553 N. Beach Street, Ste. 163 Fort Worth, Texas 76244 Jeff Smith, Managing Partner Email: Jeff@lonestar-hf.com a. Nondiscrimination. Instructor will not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Instructor represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and must comply with all applicable laws and regulations in any employment decisions. b. Choice of Law. Instructor and City agree that this Agreement will be construed in accordance with the laws of the State of Texas. If any action, whetherreal or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas- Fort Worth Division. c. Assignment. Instructor agrees that it will not subcontract or assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City will be void. d. Independent Contractor. It is expressly understood and agreed that Instructor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Instructor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Instructors acknowledge that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants and employees, and Instructor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Instructor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Instructor. It is further understood that the City will in no way be considered a Co -employer or a Joint employer of Instructor or any employees, representative, agents, servants, officers, contractors, Contract Instructor Agreement Page 4 of 10 subcontractors, and volunteers of Instructor. Neither Instructor, nor any officers, agents, servan is, employees or subcontractors of Instructor will be entitled to any employment benefits from the City. Instructor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. e. Amendment. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon the written consent of both the City and Instructor. f. Governmental Powers. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. g. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email will be as legally binding for all purposes as an original signature. h. Severability. It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision will in no way affect any other covenant, condition or provision does not materially prejudice either Instructor or City in connection with the right and obligations contained in the valid covenants, conditions orprovisions of this Agreement. i. Waiver. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. j. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. k. Sole Agreement. This Agreement, including all exhibits attached hereto, constitutes the final, entire, and complete agreement between Instructor and the City and supersedes any prior and contemporaneous negotiations, understandings, representations, and agreements between the parties. Any prior or contemporaneous oral or written agreement That purports to vary from the terms hereof must be void. This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part ofl his Agreement. 1. Immigration Nationality Act. Instructor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Emp l oyment Eligibility Verification Form (1-9). Upon request by City, Instructor must provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Instructor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Instructor employee who is not legally eligible to perform such services. INSTRUCTOR MUSI INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF TIDS PARAGRAPH BY INSTRUCTOR, INSTRUCTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Instructor, will have the right to immediately terminate this Agreement for violations of this provision by Instructor. Contract Instructor Agreement Page 5 of 10 m. No Boycott of Israel. If Instructor has fewer than 10 employees or the Agreement is for less than $100,000, this section 28.1 does not apply. Instructor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) Will not boycott Israel during the term of the contract. The terms "boycott Israel" and" company" will have the meaning; ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Instructor certifies that Instructor's signature provides written verification to CTo7 that Instructor: (I) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. n. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter2274ofthe Texas Government Code(as added by Acts 2021,87th Leg, R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. o. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274ofthe Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87thLeg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. p. Electronic Signatures. This Agreement may be executed by electronic signature which will be considered as an original signature for all purposes and will have the same force and effect as an original signature. For these purposes, "electronic signature" will mean electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. City and Instructor agree that the delivery of an executed copy of this Agreement by facsimile or e-mail will be legal and binding and will have the same full force and effect as if an original executed copy of this Agreement had been delivered. Contract Instructor Agreement Page 6 of 10 (signatures on following page) Contract Instructor Agreement Page 7 of 10 CITY OF FORT WORTH: COMPLIANCE MANAGER: Uianna blordano ct 15:22:19 CDT) ie: Dianna Giordano Assistant City Manager Date: 10/16/2026 AL RECOMMENDED: signing, I acknowledge that I am the person )onsible for the monitoring and administration of this tract, including ensuring all performance and arting requirements. .1rr7an' Krick InMn Rrh IAnn 94 9l19F 1d 1Q.SR flflT, ame: Jordan Rasch itle: Human Resources Manager PPROVED AS TO FORM AND LEGALITY: 3y: Jame: Kristen Smith By: —4 Citle: Human Resources Director ame: Jordan Alvarez kTTEST: n Title: Assistant City Attorney H 9F For°4 Ov8 g`SD 4�0♦g � x�d Qapnn$v �gado 3y: CONTRACT AUTHORIZATION: &C: N/A lame: Jannette Goodall orm 1295:_N/A [itle: City Secretary INSTRUCTOR: Lone Star Health & Fitness, LLC Date: 09/24/2026 By: J ith (Sep 24, 2026 11:15:57 CDT) Name: Jeff Smith Title: Managing Partner OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Instructor Agreement Page 8 of 10 EXHIBIT A CLASS SCHEDULE 2027 Fitness Class Schedule Round 1- (8 Weeks) Registration begins December 28"' Start Week of January 4-8 Take January 18"' off (MLK Jr. Day) End Week of February 22- February 26th Round 2 - (8 Weeks) Registration begins Feb. 15"' Start Week of March 1-5 End Week of April 20-24 Round 3 - (8 Weeks) Registration begins April 12"' Start Week of April 26 -April 30 Take May 3151 off (Memorial Day) End Week of June 14-18 Round 4 - (8 Weeks) Registration begins June 7"' Start June 21-June25 End Week of August 9-13 Round 5 - (8 Weeks) Registration begins August 2nd Start Week of August 16 -August 20 Take Sept. 6th off (Labor Day) End Week of October 5-9 Round 6 - (9 Weeks) Registration begins Sept. 27th Start October 11 — October 15 Take the Week of Thanksgiving off End Week of Dec. 13-17 Contract Instructor Agreement Page 9 of 10 EXHIBIT B PRICING Lone Star Health & Fitness, LLC Jeff Smith, MS, ACSM, C -EP 8553 N. Beach Street, Ste 163 Ft. Worth, TX 76244 Jeff@lonestar-hf.com TO: Dr. Jordan Rasch City of Fort Worth 200 Texas Street Ft. Worth, TX 76102 QUOTE QUOTE: 2027 CLASSES DATE: AUGUST 22, 2026 FOR: Wellness Classes (Total Body Blast) DESCRIPTION HOURS RATE AMOUNT Round 1 (8 weeks) 16 75.00 1200.00 Round 2 (8 weeks) 16 75.00 1200.00 Round 3 (8 weeks) 16 75.00 1200.00 Round 4 (8 weeks) 16 75.00 1200.00 Round 5 (8 weeks) 16 75.00 1200.00 Round 6 (9 weeks) 18 75.00 1350.00 Contract Instructor Agreement Page 10 of 10 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Lone Star Health Subject of the Agreement: improving the quality of life for employees by providing recreational opportunities, which include a variety of classes N/A N/A M&C Approved by the Council? * Yes ❑ No II If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: January 10, 2027 If different from the approval date. Expiration Date: December 16, 2027 If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No 0 Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.