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HomeMy WebLinkAboutOrdinance No. 02-1422 CITY T.E COLO , TEXAS ORDINANCE NO. C AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH VC SPORTS TO PROVIDE BASKETBALL OFFICIALS FOR YOUTH AND ADULT BASKETBALL LEAGUES; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract with VC Sports to provide basketball officials for youth and adult basketball leagues. The approved forum of contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 2nd day of December 2002. APPROVED: ATTEST: emetta Henville-Shannon, Mayor x,,,,,. Patti A. Hicks, City Secretary APPROVED AS TO FORM: '~ o~n Hik~ Attorney Draft #1 10.23.02 AGREEMENT FOR CONTRACTUAL SERVICES THIS AGREEMENT is entered into the ~,~ px~ day of December, 2002, by and between the CITY OF THE COLONY, TEXAS, hereinafter referred to as CITY and Vance Chatman Sports, hereinat~er referred to as" VC Sports". WHEREAS, CITY desires VC SPORTS to perform certain work and services set forth in Scope of Services, marked Exhibit "A", and attached hereto and incorporated herein; and WHEREAS, the VC SPORTS has expressed a willingness to perform said work and services, hereinafter referred to only as "services", specified in said Scope of Services, and enumerated under Article II, of this Agreement: and NOW, THEREFORE, all parties agree as follows: ARTICLE I GENERAL VC SPORTS shall furnish and pay for all labor, tools, materials, equipment, supplies, transportation and management necessary to perform all services set forth in Article II hereof for the CITY in accordance with the terms, conditions and provisions of the Scope of Services, marked Exhibit "A", and attached hereto and incorporated herein for all purposes. CITY may, at any time, stop any services by the VC SPORTS upon giving VC SPORTS 14 days' written notice. VC SPORTS shall be bound to CITY by the terms, conditions and responsibilities toward the CITY for VC SPORTS' services set forth in this Agreement. ARTICLE II SERVICES The following services, when authorized in writing by a Notice to Proceed, shall be performed by the VC SPORTS in accordance with the CITY'S requirements: PREPARATION OF ALL RECRUITMENT, TRAINING AND SCHEDULING OF OFFICIALS FOR THE OFFICIATING OF YOUTH AND ADULT BASKETBALL GAMES DESCRIBED IN THE SCOPE OF SERVICES MARKED EXHIltIT "A". B. VC SPORTS shall be responsible for the professional quality and the coordination of all services furnished by VC SPORTS under this Agreement. VC SPORTS shall, without additional compensation, correct or revise any errors in the training and scheduling of any officials for the basketball games. C. Neither CITY'S review, approval or acceptance of, nor payment for any of the services required under this Agreement, shall be construed to operate as a waiver if VS Sports Contract Page - 1 - Draft #1 10.23.02 any rights under this Agreement or if any cause of action arising out of the performance of this Agreement, and VC SPORTS shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by VC SPORTS' negligent performance of any of the services furnished under this Agreement. The rights and remedies of CITY under this Agreement are as provided by law. ARTICLE III PAYMENT A. CITY shall pay VC SPORTS for all services authorized in writing and properly performed by VC SPORTS on the basis herein described, subject to additions or deletions for changes or extras agreed upon in writing. B. Partial payment will be as stipulated in Exhibit "A" attached hereto and incorporated herein. C. CITY may deduct from any amounts due or to become due to VC SPORTS any sum or sums owing by VC SPORTS to CITY. In the event of any breach by VC SPORTS of any provision or obligation of this Agreement, or in the event of the assertion by other parties of any claim or lien against CITY, or the CITY'S premises, arising out of VC SPORTS' performance of this Agreement, CITY shall have the fight to retain out of any payments due or to become due to VC SPORTS an amount sufficient to completely protect the CITY from any and all loss, damage or expense there from, until the breach, claim or lien has been satisfactorily remedied or adjusted by the VC SPORTS. ARTICLE IV TIME FOR PERFORMANCE A. VC SPORTS shall perform all services as provided for under this Agreement in a proper, efficient and professional manner in accordance with the CITY'S requirements. Both parties have agreed to the provisions of this Agreement in anticipation of the orderly and continuous progress of the project through completion of the scope of services specified in Exhibit "A", attached hereto. B. In the event VC SPORTS' performance of this Agreement is delayed or interfered with by acts of the CITY or others, VC SPORTS may request an extension of time for the performance of same as hereinafter provided, but shall not be entitled to any increase in fee or price, or to damages or additional compensation as a consequence of such delays unless such delays exceed 90 days. C. No allowance of any extension of time, for any cause whatever, shall be claimed or made to the VC SPORTS, unless VC SPORTS shall have made written request upon CITY for such extension within forty-eight (48) hours after the Cause for such extension occun'ed, and unless CITY and VC SPORTS have agreed in writing upon the allowance of additional time to be made. VS Sports Contract Page - 2 - Draft #1 10.23.02 ARTICLE V DOCUMENTS A. All instruments of service (including plans for recruitment, training, scheduling, etc.) prepared under this Agreement shall be submitted for approval of the CITY. B. Such documents of service, together with necessary supporting documents, shall be delivered to CITY, and CITY shall have unlimited rights, for the benefit of CITY, in all instruments of service, including the right to use same on any other work of CITY without additional cost to CITY. If, in the event CITY uses such instruments of service on any work of CITY other than that specified in the Scope of Services, attached as Exhibit "A", provided VC SPORTS completes this Agreement, under those circumstances CITY hereby agrees to protect, defend, indemnify and hold harmless the VC SPORTS, their officers, agents, servants and employees, from and against suits, actions, claims, losses, liability or damage of any character, and from and against costs and expenses, including, in part, attorney fees incidental to the defense of ~ such suits, actions, claims, losses, damages or liability on account of injury, disease, // sickness, including death, to any person or damage to property including, in part, the ~ loss of use resulting there from , arising from any inaccuracy, such use of such ..... / instruments of service with respect to such other work except where VC SPORTS participates in such other work. C. All documents supplied to CITY as provided herein shall be in Microsoft Word or Excel form, and shall be submitted electronically whenever possible. ARTICLE VI TERMINATION A. CITY or VC SPORTS may suspend or terminate this Agreement at any time by giving 14 days' written notice. In the event suspension or termination is without cause, payment to the VC SPORTS, in accordance with the terms of this Agreement, will be made on the basis of services reasonably determined by CITY to be satisfactorily performed to date of suspension or termination. Such payment will be due upon delivery of final invoice to CITY. B. Should the CITY requ/re a modification of its contract with VC SPORTS, and in the event CITY and VC SPORTS fail to agree upon a modification to this Agreement, CITY or the VC SPORTS shall have the option of terminating this Agreement. Payment to VC SPORTS shall be made by the CITY in accordance with the terms of this Agreement for the services satisfactorily completed prior to the tei-udnation date. Such payment shall be for actual costs, and shall not include any loss of profits or consequential damages of VC SPORTS. VS Sports Contract Page - 3 - Draft #1 10.23.02 ARTICLE VII INSURANCE A. The CITY is operating its leagues and tournaments under the sanctioning of the Texas Amateur Athletic Federation, hereinafter referred to as "TAAF". VC SPORTS shall provide officials that are certified by TAAF. VC SPORTS will then provide the list of officials that are certified by TAAF to the City, and will not allow any official to officiate without the proper TAAF certification. Only TAAF certified officials are covered by the TAAF insurance plan. B. If an official is provided who is not certified by TAAF, VC SPORTS will be held liable for all expenses related to any injury or damage caused to or by the umpire assigned by VC SPORTS. ARTICLE VIII INDEMNIFICATION FOR INJURY AND PERFORMANCE VC SPORTS further specifically obligates itself to CITY in the following respects, to-wit: VC SPORTS hereby agrees to protect, indemnify and hold harmless the CITY, their officers, agents, servants and employees (hereinafter individually and collectively referred to as Indemmtees ), from and against suits, actions, claims, losses, liability or damage of any character, and from and against costs and expenses, including, in part, attorney fees incidental to the defense of such suits, actions, claims, losses, damages or liability on account of injury, disease, sickness, including death, to any person or damage to property including, in part, the loss of use resulting there from, arising from any negligent act, error, or omission of the VC SPORTS, its officers, employees, servants, agents or subcontractors, or anyone else under the VC SPORTS', direction and control, and arising out of, resulting from, or caused by the performance or failure of performance of any work or services called for by this Agreement, or from conditions created by the performance or non-performance of said work or services. In the event one or more of the Indemnitees is determined by a court of law to be jointly or derivatively negligent or liable for such damage or injury, VC SPORTS shall be obligated to indemnify Indemnitee(s) as provided herein on a proportionate basis in accordance with the final judgment, after all appeals are exhausted, determining such joint or derivative negligence or liability. Notwithstanding the aforementioned, CITY is responsible for the conditions of the basketball courts. ARTICLE IX INDEMNIFICATION FOR UNEMPLOYMENT COMPENSATION VC SPORTS agrees that it is an independent contractor and not an agent of the CITY, and that VC SPORTS is subject, as an employer, to all applicable Employment and Unemployment Compensation Statutes, so as to relieve CITY of any responsibility or liability from treating VC SPORTS' employees as employees of CITY for the purpose of keeping records, making reports or payments of Unemployment Compensation taxes or VS Sports Contract Page - 4 - Draft #1 10.23.02 contributions. VC SPORTS further agrees to indemnify and hold CITY harmless and reimburse it for any expenses or liability incurred under said Statutes in connection with employees of VC SPORTS. ARTICLE X INDEMNIFICATION FOR PERFORMANCE VC SPORTS shall defend and indemnify Indemnitees against and hold CITY and the premises harmless from any and all claims, suits or liens based upon or alleged to be based upon the non-payment of labor, tools, materials, equipment, supplies, transportation and management costs incurred by VC SPORTS in performing this Agreement. ARTICLE XI ASSIGNMENT VC SPORTS shall not assign or sublet this Agreement or any part thereof, without the written consent of CITY. Sale of more than 50% ownership of VC SPORTS shall be construed as an assignment. ARTICLE XII APPLICABLE LAWS VC SPORTS shall comply with all Federal, State, County and Municipal laws, ordinances, regulations, safety orders, resolutions and building codes, including the Americans With Disabilities Act, relating or applicable to services to be performed under this Agreement. This Agreement is performable in the State of Texas and shall be governed by the laws of the State of Texas. Venue on any suit hereunder shall be in Denton County, Texas. ARTICLE XIII DEFAULT OF VC SPORTS In the event VC SPORTS fails to comply or becomes disabled and unable to comply with the provisions of this Agreement as to the quality or character of the service or time of performance, and the failure is not corrected within ten (1 O) days after written notice by CITY to VC SPORTS, CITY may, at its sole discretion without prejudice to any other fight or remedy: 1. Terminate this Agreement and be relieved of the payment of any further consideration to VC SPORTS except for all work determined by CITY to be satisfactorily completed prior to termination. Payment for work satisfactorily COmpleted shall be for actual costs, and shall not include any loss of profit of VC SPORTS. In the event of such termination, CITY may proceed to complete the services in any manner deemed proper by CITY, either by the use of its own forces or by resubmitting to others. VS Sports Contract Page - 5 - Draft #1 10.23.02 In either event, the VC SPORTS shall be liable for all costs in excess of the agreed compensation plan under this Agreement incurred to complete the services herein provided for and the costs so incurred may be deducted and paid by the owner out of such monies as may be due or that may thereafter become due to VC SPORTS under and by virtue of this Agreement. 2. CITY may, without terminating this Agreement or taking over the services, furnish the necessary materials, equipment, supplies and/or help necessary to remedy the situation, at the expense of VC SPORTS. ARTICLE XIV ADJUSTMENTS IN SERVICES No claims for extra services, additional services or changes in the services will be made by VC SPORTS without a written agreement with CITY prior to the performance of such services. ARTICLE XV EXECUTION BECOMES EFFECTIVE This Agreement will be effective upon execution by both VC SPORTS and CITY. This agreement shall be for a period of one year commencing upon signing of the agreement, and shall be automatically renewable on an annual basis. The terms of this agreement as outlined in Exhibit "A" may be reviewed by City staff and VC SPORTS on an annual basis and renegotiated to come to mutually agreeable terms without affecting the terms set forth in the agreement for contractual services. ARTICLE XVI AGREEMENT AMENDMENTS This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and there are no oral understandings, statements or stipulations bearing upon the meaning or effect of this Agreement that have not been incorporated herein. This Agreement may only be modified, amended, supplemented or waived by a written instrunaent executed by the parties except as may be otherwise provided therein. ARTICLE XVII GENDER AND NUMBER The use of any gender in this Agreement shall be applicable to all genders, and the use of singular number shall include the plural and conversely. VS Sports Contract Page - 6 - Draft # 1 10.23.02 ARTICLE XVIII NOTICES AND AUTHORITY VC SPORTS agrees to send all notices required under this Agreement to the City Manager of the City of The Colony, or his designee, at 6800 Main Street, The Colony, Texas 75056. VC SPORTS understands and agrees that only the City Manager or his designee has the authority to represent the CITY or bind the CITY under this Agreement. B. The CITY agrees to send all notices required under this Agreement to VC SPORTS at: ARTICLE XIX CLOSURE IN WI9 ~ESS WHEREOF, the parties hereto have executed this Agreement on this the day of December, 2002. CITY: VC SPORTS: City of The Colony, Texas Vance C~tman Sports By: ~.~ ~~,~n By: I/~/~L~p Dale Cheatham City Manager Title: 6800 Main Street Address: The Colony, Texas 75056 Attest: / Attest: atti Hicks, TRMC, City Secretary ~ Approved as to Form: Approved as to Content:~ G~~~~ D~artment Director ~n R. Hikel. City Attorney ' VS Sports Contract Page - 7 - Draft #1 10.23.02 EXHIBIT "A" 1. Scope of Services for VC SPORTS To schedule and provide referees who are in good standing of the Texas Amateur Athletic Federation (hereinafter "TAAF"), at all league and tournament games sponsored by the City. To pay officials hired by VC SPORTS in a timely manner in accordance with the payment schedule listed below for games worked by the officials. To warrant that all officials provided shall be registered and a member in good standing of TAAF, and each official is at all time covered by a policy of general public liability insurance obtained through the TAAF. To recruit and train members and to ensure that each member is fully knowledgeable of ~ current league and TAAF rules and regulations. / / · To provide to the City a current list of all members and Board members of VC SPORTS ~.// with contact information, and to keep the list updated on a regular basis. To provide the City with a weekly schedule of officials 2 days in advance of games and to promptly notify the City of changes to the schedule. 2. In consideration of the foregoing agreement of VC SPORTS, the City agrees: A. To schedule all league and tournament games, and to promptly notify VC SPORTS accordingly. B.To print such league schedules including therein by the city, and to provide copies of such schedules to VC SPORTS. C. To pay VC SPORTS in a timely manner for games worked pursuant to this agreement in accordance with the following schedule: i. $2.50 scheduling fee per game for youth and adult basketball games. ii. $15.00 per game worked per official for all 6 & Under, 8 & Under, and 10 & under boys and girls basketball games. iii. $16.00 per game worked per official for all 12 & Under boys and girls basketball games. iv. $20.00 per game worked per official for all adult basketball games. VS Sports Exhibit A Page - I - Draft #1 10.23.02 v. If only one official is present to officiate a game in which two officials should be scheduled that official will be paid 1.5 X the normal rate. vi. At the conclusion of a season VC SPORTS shall be paid a $0.50 bonus for ail games scheduled and played in their entirety with two officials. vii. If on the day of any scheduled game an official starts a game but must call the game due to inclement weather, faulty equipment, unsafe playing conditions, etc., the official will be paid for games worked, not games scheduled. viii. If the official shows up at the gym but games cannot begin to be played due to adverse weather, faulty equipment, unsafe playing conditions, etc., the official will be paid for one game. ix. Any changes to the league schedule due to forfeits will be reported to VC SPORTS within 24 hours of the schedule change. Officials will not be paid for forfeit games that are reported to VC SPORTS with 24 hours notice unless the forfeit creates a "gap" in the schedule. The City will at all times attempt to reorganize the schedule when given notice of forfeits to eliminate "gaps", in which case officials will be paid only for games worked. x. The City will give a minimum of 48 hours notice for any changes to the schedule as a result of rainouts, makeup games, etc. 3. Payment Schedule A. The City will pay VC SPORTS every two weeks as invoiced by VC SPORTS for work completed according to the pay schedule in Section 2. B. City must receive invoices fi.om VC SPORTS no later than 5:00pm on the Monday of each pay week, and checks will be available for pick-up by or to be mailed to VC SPORTS after 3:00pm on the Friday of the pay week. VS Sports Exhibit A Page - 2 ~