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Item 4G - Memo M E M O R A N D U M September 5, 2023 To: Shana Yelverton, City Manager From: Chris Tribble, Director of Community Services Subject: Approve a contract with personal trainer Leslie Jones in an amount not to exceed $70,000. Action Requested: Approve a contract with personal trainer Leslie Jones in an amount not to exceed $70,000. Background Information: The purpose of this item is for City Council to authorize a contract with Leslie Jones who is a personal trainer at Champions Club at the Marq. Leslie Jones has been a contract personal trainer at Champions Club since the facility opened its doors in 2019. Mrs. Jones does 1 on 1 and small group training in addition to teaching both group fitness and private yoga classes. Mrs. Jones is a great advocate for Champions Club members on their health journeys and the impact personal trainers like Mrs. Jones have on the member experience and retention at Champions Club is invaluable. Mrs. Jones has steadily increased her training sessions at Champions club from 674 sessions in FY21 to a projected number of 995 in FY23. As such, the amount owed to Mrs. Jones for her sessions in FY23 is projected to exceed the $50,000 threshold at a projected amount of $56,334. Financial Considerations: Funding in the amount of $70,000 is approved within the FY2023 amended CEDC budget. Strategic Link: This item is linked to the City’s Strategy Map related to the focus area of Performance Management and Service Delivery and meets the corporate objective to deliver outstanding customer experiences through innovation, passion, and a strong culture. Citizen Input/ Board Review: City Council consideration September 5, 2023 Legal Review: N/A City Attorney Review Not Required Alternatives: Alternatives may include the following: • Approve funding for contract as presented. • Approve funding for contract with revisions. • Decision not to approve funding of contract. Supporting Documents: Leslie Jones Contract Staff Recommendation: City Council approval of contract with personal trainer Leslie Jones in an amount not to exceed $70,000. City of Southlake Community Services Department Independent Instructor Agreement 285 Shady Oaks Drive • Southlake, TX 76092 • (817)748-8019 ExperienceSouthlakeTexas@CityofSouthlake.com The parties to this independent instructor agreement, dated to be effective, Effective Date is entered into by and between the City of Southlake, Texas ("City") and: Contractor Name ("Contractor") Name of Point of Contact Contractor Address City State Zip Code Now, therefore, in consideration of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: SECTION 1 SCOPE OF SERVICES A. The Contractor agrees to provide non-exclusive programs and services outlined in this Agreement. B. The Contractor shall use independent judgment and discretion in carrying out duties. The Contractor agrees to comply with all applicable federal, state and local laws, rules and regulations in carrying duties. The Contractor agrees that any programs and/or services provided to third parties will not interfere or conflict with Contractor's duties under this agreement. C. Programs and/or services shall consist of the following (at the dates, times and locations specified): Program Title Start Date End Date Days of Week Skip Dates Start Time End Time Flat Rate Rate Per SECTION 2 TERMS OF AGREEMENT A. The term of this Agreement shall be from: Agreement Term SECTION 3 CONTRACT RESPONSIBILITIES A. If Contractor desires City to include information regarding Contractor’s programs and/or services in City’s seasonal program brochure and other marketing communications, Contractor shall supply requested details regarding its program and/or service to the City by the deadline communicated in writing to Contractor. the 01 of February, 2023 Leslie Jones leslie jones 3405 Grayson CT Hurst Texas 76054 Workshops 2/1/2023 9/30/2023 53.00$session Personal Training 2/1/2023 9/30/2023 53.00$session Stretch & Recover 2/1/2023 9/30/2023 Tuesday; Thursday 7:30 AM 8:30 AM 53.00$session February 01 of 2023 thru September 30 of 2023 B. Contractor has the right to promote the programs and/or services provided for herein in addition to the marketing that the City will offer through its own avenues. Any marketing materials that the Contractor plans to utilize which references the City and or the programs or services outlined in this Agreement must be reviewed and approved by the City prior to public displaying or disbursement. No Contractor may claim or infer that a program or service is sponsored or approved by the City or use the City’s logo on any marketing materials without express written consent from City. C. Contractor agrees that it will not market, solicit or sell personal services or items to participants, guests or staff of the City. D. During the term of this Agreement, the Contractor may have access to and become familiar with certain confidential information. The Contractor agrees that any confidential information so obtained, including without limitation any and all computer programs, software and other proprietary data of whatever type of nature, is confidential information in the nature of a trade secret, and is the exclusive property of the City. The Contractor agrees to not directly or indirectly, during or after termination of this Agreement, use for Contractor ’s own benefit, use to the detriment of the City or divulge to persons other than authorized employees or officers of the City, any confidential information of the City. Upon termination of this Agreement, all confidential information shall be left with or returned to the City. E. Contractor acknowledges that it is responsible for obtaining a copy of the class roster prior to the beginning of the program and/or services provided for herein. Contractor agrees that it will not permit individuals who are not registered participants of a program and/or service to participate in the program and/or service. Such prohibition extends to friends and or family members of the Contractor.F. Contractor agrees that if Contractor is ill or unable to provide the program and/or service provided for herein on a specified date/time, the Contractor will notify the City no later than two hours prior to the start of the program and/or service and either (i) notify students of a cancellation; or (ii) make arrangements for a substitute (a) that is covered by Contractor’s Insurance and for whom Contractor has provided the information required by Section 8 (A) and (B); or (b) that has an Independent Instructor Agreement with the City. G. Contractor agrees to adhere to the City of Southlake program check-in and out procedure as outlined in the Contract Instructor Information Packet. H. Contractor agrees that it will remain at the facility where the program and/or service is provided until such time as all participants have left the facility. The Contractor agrees to contact the parent or guardian if a child is not picked up. If the Contractor cannot reach a parent or guardian and more than 15 minutes go by, the Contractor agrees to notify the manager on duty at The Marq Southlake or call (817) 748-8955 for off-site programming. The Contractor agrees to stay with the child until a City staff member or the parent/guardian arrives. I. Contractor agrees to notify an on-duty City staff member immediately regarding any accident or injury occurring during the program and/or service provided hereunder so that City may complete the appropriate accident/injury reports. Contractor agrees to ensure appropriate first aid is begun and/or first responders notified. SECTION 4 CITY RESPONSIBILITIES A. The City agrees to allocate the required rooms and/or spaces necessary for Contractor to provide the program and/or services provided for herein as deemed appropriate by the City.. B. If it received information regarding the program and/or services to be provided by Contractor in a timely manner, City agrees to engage in marketing efforts that are deemed responsible and appropriate for the program by City staff. C. City will register all participants for the programs and/or services to be provided herein and collect all fees directly from participants. Prior to the beginning of the program and/or service, City will make class rosters available to Contractor. SECTION 5 COMPENSATION A. The City agrees to compensation as set forth in this agreement to the Contractor. The Contractor agrees and understands that the payment due is based on the net revenue after the City accepts the fees due (and not refunded). B. The Contractor is responsible for obtaining and distributing all required materials and supplies. The cost for all materials and supplies expected to be paid by participants must be communicated to City by the deadline provided in writing by City so that such costs may be incorporated into the base fee charged to participants. Otherwise, the cost for all materials and supplies shall be borne by Contractor. Contractor agrees that it will not collect any fees, including registration payments, directly from a participant. Contractor must submit an invoice for services rendered to accountspayable@ci.southlake.tx.us. All invoices are paid no later than 30 days past invoice date in compliance with the Prompt Payment Act. The City agrees to compensation as set forth below to the Contractor. SECTION 6 INSURANCE The The Contractor, at its own expense, shall obtain and keep in force during the term of this Agreement public liability insurance as will protect the Contractor and the City from all claims for damages to property and persons, and such insurance policy shall name the City of Southlake as an additional insured, in an amount of at least one million dollars ($1,000,000) with such policy designed to cover the cost of defense and liability for injuries suffered by participants and spectators at programs. The insurance shall protect the City from and against all liability for claims arising out of or in connection with the Contractor ’s use and occupation of the premises, and shall provide that such policy cannot be cancelled or terminated without thirty (30) days prior written notice to the City. All insurance shall be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in Texas, acceptable to the City. The type and minimum limit of liability insurance is as follows: TYPE MINIMUM LIMIT Comprehensive General $1,000,000 - Combined Single Limit Public Liability Coverage for Bodily Injury and Property Damage. $1,000,000 - On a Per Occurrence Basis, and Medical Payment Coverage. All insurance policies shall be subject to the examination and approval of the City Attorney for Southlake for their adequacy as to content, protection, and named insurance company. The Contractor shall furnish to the City certificates of such insurance within (10) ten days of the execution of this Agreement or prior to the commencement of any activities by the Contractor at the City of Southlake, whichever event occurs first. The Contractor understands and agrees that it has the sole responsibility to provide this information and that failure to timely comply with the requirements under the Article shall be cause for termination of this Agreement. Insurance required by this Agreement naming the City as additional named insured shall be primary insurance and not contributing with any other insurance available to the City under any insurance obtained by the City separate from this Agreement, or any third party liability policy. The Contractor further agrees that with respect to the above required insurance, the City shall: A. Be named as an additional insured or an insured, as its interest may appear. B. Be provided with a waiver of subrogation, in its favor. SECTION 7 INDEMNIFICATION AND IMMUNITY THE CONTRACTOR AGREES AND UNDERSTANDS THAT IT IS SPONSORING A PROGRAM THAT HAS CERTAIN INHERENT DANGERS, AND THAT PERSONS PARTICIPATING IN PROGRAMS DISCUSSED HEREIN MAY BE INJURED ON THE PREMISES. THE CONTRACTOR UNDERSTANDS THAT THE CITY WILL ATTEMPT TO PROVIDE SAFE PREMISES, BUT THAT CONDITIONS MAY CHANGE OR DEVELOP WHICH CREATE UNANTICIPATED DANGERS. THE CONTRACTOR AGREES AND REPRESENTS THAT IT SHALL INSPECT THE PREMISES AT THE BEGINNING OF EACH PROGRAM, INCLUDING BUT NOT LIMITED TO THE ROOM OR ACTIVITY SPACE, AND THAT THE CONTRACTOR HAS DETERMINED THAT SUCH PREMISES ARE REASONABLY SAFE FOR THE ACTIVITIES CONTEMPLATED BY THE CONTRACTOR HEREUNDER. THE CONTRACTOR FURTHER AGREES THAT AT ANY TIME ITS REPRESENTATIVES OBSERVE AN UNSAFE CONDITION ON THE PREMISES USED BY THE CONTRACTOR, INCLUDING BUT NOT LIMITED TO THE ROOM, THE CONTRACTOR SHALL IMMEDIATELY REPORT SUCH DANGEROUS CONDITION TO THE DIRECTOR OF COMMUNITY SERVICES OR SUPERVISORY DESIGNEE. IF THE DANGEROUS CONDITION POSES AN IMMINENT DANGER THE CONTRACTOR SHALL IMMEDIATELY DISCONTINUE THE PROGRAM AND USE OF THAT PORTION OF THE FACILITY. THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF SOUTHLAKE, ITS AGENTS, OFFICIALS AND EMPLOYEES FROM ANY AND ALL CLAIMS FOR BODILY INJURY, ILLNESS, DEATH, ECONOMIC LOSS, PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF THE ACTIVITIES OF THE CONTRACTOR CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY CLAIM ARISING OUT OF OR ALLEGED TO ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION COMMITTED BY CONTRACTOR, PARTICIPANTS, MEMBERS OR OFFICERS, REGARDLESS OF WHETHER THE NEGLIGENCE OF THE CITY OR ITS AGENTS, SERVANTS OR EMPLOYEES CAUSED, IN WHOLE OR IN PART, SUCH BODILY INJURY, ILLNESS, DEATH, ECONOMIC LOSS, PERSONAL INJURY OR PROPERTY DAMAGE. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO LIMIT OR WAIVE ANY GOVERNMENTAL OR SOVEREIGN IMMUNITY OF THE CITY OF SOUTHLAKE OR ANY IMMUNITY APPLICABLE TO ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, NOR SHALL IT BE CONSTRUED TO LIMIT OR WAIVE ANY INSURANCE COVERAGE OR THE CITY’S STATUS AS AN ADDITIONAL NAMED INSURED AS PROVIDED IN THIS AGREEMENT. TO THE EXTENT THERE MAY BE A WAIVER OF IMMUNITY UNDER STATE LAW TO ENFORCE THIS AGREEMENT, THE REMEDIES AVAILABLE TO ASSOCIATION TO ENFORCE THIS AGREEMENT ARE LIMITED TO MANDAMUS OR SPECIFIC PERFORMANCE. ALL OTHER REMEDIES, INCLUDING SUITS FOR DAMAGES AND RECOVERY OF ATTORNEY’S FEES, ARE SPECIFICALLY WAIVED BY THE CONTRACTOR AS PART OF THE CONSIDERATION GIVEN BY THE CONTRACTOR FOR THE OPPORTUNITY TO PROVIDE THE PROGRAMS AND SERVICES DESCRIBED IN THIS AGREEMENT AND OBTAIN THE COMPENSATION DESCRIBED IN THIS AGREEMENT. SECTION 8 PERSONNEL A. Within ten days of the execution of this Agreement, or prior to the commencement of any activities by Contractor pursuant to this Agreement, Contractor shall provide proof of criminal history background check going back seven years and verification of non-listed status on the Sex Offender Registry for Contractor and for all personnel Contractor supplies to provide the programs and/or services required herein. B. Within ten days of the execution of this Agreement, or prior to the commencement of any activities by Contractor pursuant to this Agreement, Contractor shall provide proof of instructor certification for all personnel Contractor supplies to provide the programs and/or services required herein. C. It is agreed and understood that the Contractor will be liable for the payment of income taxes and the City will not be required to and will not withhold for income tax purpose or for any other tax purposes. The Contractor acknowledges and agrees that it is obligated to report to the Internal Revenue Service (IRS) all compensation earned under this Agreement and to pay any and all local, state or federal income tax due and owing on such compensation. D. The Contractor will not discriminate against anyone on the basis of race, color, national origin, age, handicap, creed, religion, sex, ancestry or place of birth in the provision of services to the public, and will comply with all applicable provisions of Title VII of the Civil Rights Act of 1964 and the Rehabilitation Act of 1973. E.The Contractor agrees that all personnel will wear a form of identification acceptable to the City identifying the personnel as Contract Instructors at all times while at a City facility. Such badges may be removed for safety reasons during instruction, but remain visible. F. Contractor is an independent contractor and neither Contractor, nor any of Contractor ’s personnel, shall be entitled to insurance, sick leave, vacation or other employee benefits afforded to regular and full-time employees of the City. Contractors may not refer to itself as an employee of the City. SECTION 9 TERMINATION OF AGREEMENT The City reserves the right in its sole discretion to cancel programs and/or services, combine or divide programs and/or services, change the time, date or place of programs and/or services, change the instructor and make other changes which become necessary to ensure a quality experience for the participants with no obligation to pay or compensate the Contractor for services not rendered or for any indirect or consequential damages resulting from the cancellation. The City or Contractor shall notify the other party in writing of a breach of any term of this Agreement and allow ten (10) days to cure the breach. If the breach is not cured after the expiration of ten (10) days, then the non-breaching party may terminate this Agreement upon the expiration of thirty (30) days from the date of the original written notice of breach without further notification to the breaching party. The City may, in its sole discretion, suspend the Contractor ’s authorization to provide programs and services at any time if the City determines that: (1) the Contractor does not have a satisfactory criminal history and/or is listed on the Sex Offender Registry, (2) the Contractor is then in breach of this Agreement; or (2) due to any behavior or conduct by the Contractor or the Contractor’s agents, servants or employees, the continued provision of programs and services by Contractor at City facilities is no longer in the best interests of the City and its citizens, including but not limited being under the use of drugs and/or alcohol while providing the program and/or services required herein. SECTION 10 AMENDMENT TO AGREEMENT Minor, functional and operational amendments to this Agreement must be approved in writing, in advance, by the Director of Community Services or their designee. SECTION 11 SUCCESSORS AND ASSIGNS The City and Contractor each binds itself and its successors, executors, administrators and assigns to the other party of this Agreement and to the successor, executors, administrators and assigns of such other party in respect to all covenants of this Agreement. Neither the City nor the Contractor shall assign or transfer its interest herein without the prior written consent of the other. SECTION 12 APPLICABLE LAW This Agreement is entered into subject to the Charter and ordinances of the City as they may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and Federal laws. The Contractor will make any and all reports required per Federal, State or local law including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with the Contractor ’s income. Situs of this Agreement is agreed to be Tarrant County, Texas, for all purposes including performance and execution. SECTION 13 SEVERABILITY If any of the terms, provisions, covenants, conditions or any other part of this Agreement are held for any reason to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 14 REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder, except as expressly provided otherwise in this Agreement. SECTION 15 ENTIRE AGREEMENT This Agreement and the Exhibits embody the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters herein, and except as otherwise provided herein, cannot be modified without written agreement of the parties. SECTION 16 NON-WAIVER It is further agreed that one (1) or more instances of forbearance by the City in the exercise of its rights herein shall in no way constitute a waiver thereof. No covenant or condition of this Agreement may be waived without consent of the parties. SECTION 17 HEADINGS The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. SECTION 18 VENUE The parties to this Agreement agree and covenant that this Agreement will be enforceable in the City of Southlake, Texas, and in Tarrant County, Texas; and that if legal action is necessary to enforce this Agreement, exclusive venue will lie in Tarrant County, Texas. SECTION 19 NO THIRD PARTY BENEFICIARY For purposes of this Agreement, including its intended operation and effect, the parties (City and Contractor) specifically agree that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with City or Contractor or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either City or Contractor. By selecting the "I Accept" button and entering my legal full name, I am providing my electronic signature which indicates my receipt and understanding of this information. I understand and agree that my electronic signature is the legal equivalent of my manual signature on this form, carries the same force and effect as my written signature, and I represent that all the information contained in this form is accurate. Attach Insurance * Attach Background Check * Date *Signature First & Last Name *Approve * Manager Approval Date *Signature * Acceptance & Digital Signature 2022 _ Proof of Insurance _ Leslie Jones.pdf 471.41KB 2022 _ Background Check _ Leslie Jones.pdf 83.32KB 02/08/2023 Leslie Jones Approve 2/23/2023