HomeMy WebLinkAbout113127 NATIONAL GOLF FOUNDATION - CONTRACT - PURCHASE ORDER - 9133840PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and NATIONAL GOLF FOUNDATION CONSULTING, INC., hereinafter
referred to as "Professional'.
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance with the
scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and
incorporated herein by this reference.
2. Contract Period. The services to be performed pursuant to this Agreement shall be
initiated within five (5) days following execution of this Agreement. Services per Exhibit A
will be completed no later than September 1, 2013. Time is of the essence. Any
extensions of the time limit set forth above must be agreed upon in writing by the parties
hereto.
3. Early Termination by City. Notwithstanding the time periods contained herein, the City
may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days
prior to the termination date contained in said notice unless otherwise agreed in writing by
the parties.
Professional Services Agreement
Page 1 of 11
EXHIBIT B
INSURANCE REQUIREMENTS
The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
"The insurance evidenced by this Certificate will not be cancelled or materially
altered, except after ten (10) days written notice has been received by the City of Fort
Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $500,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
Professional Services Agreement
Page 10 of 11
EXHIBIT C
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to
this Agreement (the "Agreement"), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as "information") that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City , or that is used by the City in carrying on business, and (b) all information
that is proprietary to a'third party (including but not limited to customers and suppliers of the
City) . The Professional shall not disclose any such information to any person not having a
legitimate need -to -know for purposes authorized by the City. Further, the Professional shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information
described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Professional understands and agrees that the City's remedies at law for a breach of the
Professional's obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such preach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
Professional Services Agreement
Page 11 of 11
NATIGOL-01 PETERSONM
CERTIFICATE OF LIABILITY INSURANCE
DATE 7/23/20113
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Insurance Office of America
P.O. BOX 162207
Altamonte Springs, FL 32716-2207
CONTACT
NAME:
PHONE 00 243-6899 FAX (407) 788-7933
A/C No Eat : (g) A/C No
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC q
INSURER A: Assurance Co of America
19305
INSURED
INSURER B:TraVelers Indemnity Company of America
25666
National Golf Foundation, Inc; National Golf Foundation (1),
INSURERC: Houston Casualty Co
42374
Inc.; National Golf Foundation Cons
1150 South US Highway #1
INSURER D :
Jupiter, FL 33477
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR
LTR
TYPE OF
ADDL
INSR
SIIBR
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY EXP
MMIDD/YYYY
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OOCCUR
X Hired & Non -Owned
PAS05087012
2/312013
2/312014
EACH OCCURRENCE
S 1,000,000
-DAMAG= RENTED
PREMISES Ea occurrence
$ 1,000,000
MED EXP (Any one person)
$ 10,000
PERSONAL& ADV INJURY
$ 1,000,000
X
Auto Included
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY[71 PE LOC
PRODUCTS - COMP/OP AGG
S 2,000,000'
I
$
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
NON -OWNED
HIRED AUTOS AUTOS
COMBINED SINGLE LIMIT
Ea accident
$
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)$
PROPERTY DAMAGE
PER ACCIDENT
$
A
X
I UMBRELLA UALB
EXCESS LIAR
X
OCCUR
CLAIMS -MADE
PAS05087012
2/3/2013
2/312014
EACH OCCURRENCE
$ 4,000,000
AGGREGATE
$ 4,000,000
DED X RETENTIONS
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNERIEXECUTIVE YIN
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
UB-7AO1046-4-12
11/1/2012
11/1/2013
X VVC STATU- OTH-
TORY LIMITS ER
E.L. EACH ACCIDENT
S 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE -POLICY LIMIT
$ 1,000,000
C
Professional Liab
H712-18460
11/9/2012
11/9/2013
Agg/Occ 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
Ctiy of Fort Collins is an additional insured with respect to General Liability as requried per written contract or agreement.
v"Ix 1 II Ivey I L I lw"a L,\ I IVIY
City of Fort Collins
Attn: Gerry Paul, Director of Purchasing & Risk Management
P.O. Box 580
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
i
U 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
All notices provided under this Agreement shall be effective when mailed, postage prepaid
and sent to the following addresses:
Professional: City: Copy to:
National Golf Foundation Consulting Inc. City of Fort Collins City of Fort Collins
Attn: Richard Singer Attn: Marty Heffernan Attn: Purchasing Dept.
1150 South US Highway 1, Suite 401 PO Box 580 PO Box 580
Jupiter, FL 33477 Fort Collins, CO 80522 Fort Collins, CO 80522
In the event of any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment shall
be the Professional's sole right and remedy for such termination.
4. Design Proiect Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited' to
designs, plans, reports, specifications, and drawings and shall, without additional
compensation, promptly remedy and correct any errors, omissions, or other deficiencies.
The Professional shall indemnify, save and hold harmless the City, its officers and
employees in accordance with Colorado law, from all damages whatsoever claimed by
third parties against the City; and for the City's costs and reasonable attorneys fees,
arising directly or indirectly out of the Professional's. negligent performance of any of the
services furnished under this Agreement. The Professional shall maintain commercial
general liability insurance in the amount of $500,000 combined single limits and errors and
omissions insurance in the amount of $1,000,000, in accordance with Exhibit B consisting
of one (1) page, attached hereto and incorporated herein.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay Professional a fixed fee in the amount of Nine
Thousand Five Hundred Dollars ($9,500) plus reimbursable direct costs. All such fees and
Professional Services Agreement .
Page 2 of 11
costs shall not exceed Eleven Thousand Five Hundred Dollars ($11,500). Payment for
services shall be made following acceptance of the work by the City and approval of the
Professional's actual reimbursable expenses. Upon final payment, all designs, plans,
reports, specifications, drawings, and other services rendered by the Professional shall
become the sole property of the City.
6. City Representative. The City will designate, prior to commencement of work, its project
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the City
Representative.
7. Independent Contractor. The services to be performed by Professional are those of an
independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not
be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent
of the City), then the following provisions shall apply: (a) the subcontractor must be a
reputable, qualified firm with an established record of successful performance in its
respective trade performing identical or substantially similar work, (b) the subcontractor will
be required to comply with all applicable terms of this Agreement, (c) the subcontract will
not create any contractual relationship between any such subcontractor and the City, nor
will it obligate.the City to pay or see to the payment of any subcontractor, and (d) the work
of the subcontractor will be subject to inspection by the City to the same extent as the
Professional Services Agreement
Page 3 of 11
work of the Service Provider.
9. Personal Services. It is understood that the City enters into this Agreement based on the
special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior
written consent of the City.
10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications,
reports, and incidental work or materials furnished hereunder shall not in any way relieve
the Professional of responsibility for the quality or technical accuracy of the work. The
City's approvalor acceptance of, or payment for, any of the services shall not be
construed to operate as a waiver of any rights or benefits provided to the City under this
Agreement.
11. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default.
12. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non -
defaulting party commences legal or equitable actions against the defaulting party, the
defaulting party shall be liable to the non -defaulting party for the non -defaulting party's
reasonable attorney fees and costs incurred because of the default.
13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
Professional Services Agreement
Page 4 of 11
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
14. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
of this Agreement.
15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Professional represents and agrees that:
a. As of the date of this Agreement:
1. Professional does not knowingly employ Or contract with an illegal alien who will
perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the "e-Verify Program") or the Department Program (the
"Department Program"), an employment verification program established pursuant
to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of
all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
Professional Services Agreement
Page 5 of 11
c. Professional is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Professional shall:
1. Notify such subcontractor and the City within three days that Professional has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to this section the subcontractor does not cease
employing or contracting with the illegal alien; except that Professional shall not
terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado Department of
Labor and Employment (the "Department") made in the course of an investigation that
the Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S..
f. If Professional violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8,17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Professional shall be liable for actual and
consequential damages to the City arising out of Professional's violation of Subsection
8-17.5-102, C.R.S.
Professional Services Agreement
Page 6 of 11
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
16. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
THE CS, COLORADO
By: ITY O F T LuIN
Gerry Paul
Director of Purchasing & Risk Management
DATE:/Z3 N
NATIONAL GOLF FOUNDATION CONSULTING, INC.
By: s'
►i� Sin er
Title: U J" r o CRvl5u.( �i n eru� cs+
Date: I - t � -13
Professional Services Agreement
Page 7 of 11
EXHIBIT A
SCOPE OF SERVICES
MfUTCOMSULrING
-oe- „7.
Tel: (970) 224-6064
Email: mheRerhan@fcgov.com
July 11, 2013
Marty Heffernan
City of Fort Collins
215 North Mason
Fort Collins, CO 80521 Proposal #213022
Re: Review of Strategic Plan for Golf Operations
Dear Marty:
National Golf Foundation Consulting,. Inc. ("NGF) understands that the City of Fort Collins is
currently in the process of preparing a strategic plan for its golf facilities. We understand that the
City is now seeking professional consulting services related to the development of this strategy,
to ensure the plan is thorough, especially in the areas of cost containment and improving
revenues. The City is also requesting specific assistance In the area of operational structure, in
light of the fact that concession agreements with golf professionals will be up for renewal at the
end of 2013. As such, the timing is right for the City to identify the most appropriate structure in
light of Its facilities, market and existing staff.
NGF is prepared to assist the City with its golf planning, with special focus on reviewing the
existing golf system and making recommendations on future activities in terms of physical
condition of the golf courses, the market environment in which they operate, the marketing
programs in place, and a review of operating alternatives. NGF Consulting will also assist In
Identifying the appropriate and customary compensation structures within each alternative to
offer the best chance for a 'Win -win" solution to the City's golf system needs.
APPROACH TO THE PROJECT AND SCOPE OF SERVICES
The ultimate goal of this consulting engagement will be to assist the City with planning and
implementing a new strategic plan for its golf system. The NGF assistance to the City will
comprise the following elements:
1. A complete and independent review of the existing first draft of the "City of Ft. Collins
Golf Operations Strategic Plan" to ensure that all key areas of municipal golf
strategic planning have been addressed.
2. A two- to three-day day site visit by the lead NGF consultant, spending time with City
staff and golf staff at each City golf facility.
3. NGF review and inspection of each facility for physical condition and operational
programming in place. This will include assistance in prioritizing needed capital
improvements identified by the City or the NGF consultant.
4. Updated review of the market and external (uncontrollable) factors that impact City
golf operations, such as key changes in competition and competitive pricing trends.
5. Review of the existing operational structure of self -operated maintenance and
contracted pro shop and food and beverage operations. The review will focus on how
this system operates, key responsibilities, staffing and customer support.
MEMBER RESOURCES RESEARCH• CONSULTING- DATABASE SERVICES
1150 SOUTH U.S. HIGHWAY ONE, SUITE 401. :UPITER. FL 33477
PHONE: 561-744-6006-FFX: 561-744-9085 w .NGF.org
Professional Services Agreement
Page 8 of 11
6. Review of alternate operating structures that could be implemented in Ft. Collins, with a
review of strengths and weaknesses of each, in consideration of the facilities and market in
Ft. Collins.
7. An NGF recommendation on the specific structure that would provide the City of Ft. Collins
the best opportunity to meet its fiscal goals. The basic parameters and customary
compensation structures will be presented to aid the City in preparing the appropriate
proposal requests, and/or contract agreement terms.
B. Provide additional ideas on the day-to-day operation of City golf courses, identifying specific
actions and/or practices that can assist the City in growing rounds and revenue, and reducing
expenses.
DELIVERABLES
NGF Consulting anticipates frequent communication with City of Ft. Collins officials and golf course staff
during the course of this engagement. Deliverables to the client for this project include:
• Consultant activities on -site at City golf facilities, including meetings with all appropriate City
and golf course staff.
• Delivery of a thorough oral presentation of preliminary findings after completion of the on -site
facility visit and in -market research.
• A brief written report containing key findings and recommendations made by the consultant. A
draft version of the document will be made available to the client for review and comments.
PROJECT FEES AND ACCEPTANCE
NGF Consulting professional fees for this engagement will be $9,600, plus additional direct expenses
associated with the field visit to Ft. Collins, Colorado. These expenses will be billed at cost and will not
exceed $2,000 without the client's permission. The billing procedure for NGF will comply with City
regulations and assumes billing for services as completed. Acceptance of this proposal may be indicated
by signing one copy and returning it to NGF Consulting's Jupiter office. A City of Ft. Collins purchase
order or contract may be used as the engagement agreement.
Marty, thank you for the opportunity to submit this proposal and I look forward to working with the City of
Ft. Collins. I anticipate a project timeline of approximately three weeks, with a two -week period prior to
my on -site visit to Ft. Collins.
Sincerely,
Richard B. Singer -
Director of Consulting Services
rsinoerOngf.orn
RBSfjsc
Date:
National Golf Foundation Consulting, Inc. —City of Ft. Collins —Proposal #213016— 2
Professional Services Agreement
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