Res 104-2008 7/1/2008 ' +�
RESOLUTION NO. - �dO�
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS, APPROVING AN AGREEMENT WITH A.P.G.L., INC.
FOR INTERIM MAINTENANCE SERVICES AT THE CHAMPIONS
COURSE AT WEEKS PARK GOLF COURSE; FINDING AND
DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION
WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW.
WHEREAS, The City of Wichita Falls has completed a significant renovation at
its municipal golf course; and
WHEREAS, It is necessary to contract for Interim Maintenance Services to
complete the maturation process of the course; and
WHEREAS, A.P.G.L., Inc. is recommended to complete the maturation process
as defined in the scope of services in the attached Interim Maintenance Services
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
SECTION 1. The attached Interim Maintenance Services Agreement is hereby
approved.
SECTION 2. It is hereby officially found and determined that the meeting at
which this resolution was passed was open to the public as required by law.
PASSED AND APPROVED this the 1S day of July, 2008.
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ATTEST:
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: ity Clerk
AN AGREEMENT BETWEEN THE CITY OF WICHITA FALLS AND A.P.G.L., Inc. FOR
INTERIM GOLF COURSE MAINTENANCE SERVICES AT THE WICHITA FALLS
MUNICIPAL GOLF COURSE (WEEKS PARI�
WHEREAS, The Wichita Falls Municipal Golf Course (herein after referred t� as "Weeks Park")
completed a significant renovation during 2007; and
WHEREAS, The City of Wichita Falls, Texas and A.P.G.L., Inc. (herein after referred to as
"Contractor") have entered into an extended agreement for Management Services at the
conclusion of the renovation; and
WHEREAS, The "grow-in" or "maturation" will require a high level of golf course maintenance;
and
WHEREAS, it is mutually beneficial to the City of Wichita Falls and A.P.G.L., Inc. to agree on
these services to ensure a quality renovation and to ensure the contractor's familiarity and
comfort with the renovation process.
NOW THEREFORE BE IT RESOLVED, both parties agree to the following terms and
conditions.
Article I. Grant and Term
(A) Grant. City hereby retains Contractor to provide interim golf course maintenance services
at the Wichita Falls Municipal Golf Course. Contractor covenants and agrees to utilize its
professional skills and abilities to provide maintenance services in accordance with the terms and
conditions hereinafter provided and set forth.
(B) Reporting Structure. Cor.tractor shall report to the City Manager or a designated
representative of the City Manager.
(C) Initial Term. The term of this Agreement shall be from July 2, 2008 and continue on a
month-to-month basis until the course is ready to open. The decision on when to open the course
shall be mutual between the City and Contractor.
Article II. Scope of Contractor Services and Duties
(A) Maturation Period Services. Beginning on July 2, 2008 and continuing on a month-to-month
basis until the mutually agreed upon opening date, the Contractar will be responsible for
preparing the course for opening. During this time, the Contractor shall ensure:
(1) Proper Irrigation
(2) Proper Fertility
(3) Erosion Control
(4) Proper Mowing Height & Frequency
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The standard of service intended with this agreement is to produce a high-end daily fee,
municipal golf course; consistent with the quality of golf course at:
Indian Creek Golf Course, Carrollton, Texas
Texas Star, Euless, Texas
Tierra Verde, Arlington, Texas
Bridges Course at Firewheel, Garland, Texas
Sherrill Park, Richardson, TX
(B) Commitment During Maturation Period. It is understood that the maturation period will
require varied amounts of time to fulfill the services described in Section A above, necessitating
varying levels of man power. Contractor will commit the time and resources necessary to ensure
the services described in Section A with the intent of opening the course as soon as is reasonably
possible.
(C) Contractor will not be responsible for damages to the golf course during the maturation
period caused by vandalism, wars, riot or acts of civil disobedience, fires, explosions, floods,
earthquakes, or other acts of God, strikes, labor disputes, shortages of materials, or any other
event not within the control of Contractor.
(D) Pavment For Goods and Services. In exchange for the services described above in Sections
A, "Maturation Period Services," the City will pay Contractor a guaranteed sum of $2,000 per
month.
In addition, City will reimburse Contractar for any or all salaries, wages or benefits paid to the
Golf Course Superintendent and his crew. In addition, the City will reimburse Contractor for
any all materials and consumable items used during the term of this agreement. Payment will be
made monthly, upon submittal of receipts of personnel expenses, materials and consumable
items used. Payment will be made to Contractor in net 30 days.
(E) Use of Premises. Contractor will have use of the Golf Course Maintenance Area during the
term of this agreement. The City will pay the cost of all utilities during the term of this
agreement.
(F) Independent Contractor - It is understood and agreed by the parties that Contractor shall act
and perform as an independent contractor in all aspects, and its employees shall not be
considered employees of the City. Contractor further agrees that it will pay all bills or statements
relating to this agreement and for which it is responsible in a prompt and timely manner.
(G) Insurance and Certificates of Insurance. Without limiting any of the other obligations or
abilities of the Contractor, the contract shall, during the term of the Agreement, purchase and
maintain the herein as stipulated minimum insurance with companies duly licensed to write
business in the state of Texas. The carrier shall be rated A- or better by A.M. Best. The City of
Wichita Falls shall be named as an additional insured on all required policies except Workers'
Compensation. Valid Certificates of Insurance for each policy covering the Contractor and
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Subcontractors, together with a statement by the issuing company that said policies shall not be
cancelled without thirty (30) days prior notice being given the City.
All policies of insurance shall be written with a company or companies approved by the Texas
Department of Insurance to transact business in the State of Texas and acceptable to the City
whose acceptance will not be unreasonably withheld. Contractor agrees to provide the City with
certificates of insurance evidencing the required insurance coverage's and shall provide the City
with certificates of current coverage upon the expiration or renewal of any insurance coverage.
Upon each renewal of this Agreement, the City reserves the right to amend the foregoing
insurance requirements or to require additional coverage's and amounts as may be determined
necessary by the City.
(1) Worker's Compensation Insurance:
(a) Worker's compensation coverage (or equivalent) shall be maintained for not less than
the Texas Statutory Limits.
(b) The policy shall contain a waiver of subrogation in favor of City of Wichita Falls.
(c) The policy shall contain requirements that the City be given not less than thirty (30)
days notice of cancellation, non-renewal or material change.
(2) Commercial General (Public) Liability Insurance. Shall include coverage for
Premises/Operations, Products/Completed Operations, Independent Contractors, Personal
Injury and Contractual Liability insuring the indemnity provision contained in this
Agreement:
(a) Bodily injury limit of $250,�00 per person and $500,000 per occurrence.
(b) Property damage limit of $25,000 per occurrence.
(c) Aggregate limit of $1,000,000
(d) Personal & Advertising Injury of $500,000
(e) The City of Wichita Falls shall be listed as an additional insured
(� The policy shall contain requirements that the City be given not less than thirty (30)
days notice of cancellation, non-renewal, or material change.
(g) Coverage for the City of Wichita Falls shall also be provided to cover fixed assets and
should be written at least as broad as "special Form" providing coverage for risks of
direct physical losses, including theft.
(h) Contractor's insurance shall be primary and shall be endorsed to provide a waiver of
subrogation in favor of the City. The commercial General Liability Insurance policy
shoulci be endorsed using Endorsement No. CG20 09 11 85.
(i) The policy shall be written on an occurrence basis.
(H) Indemnification - Contractor agrees to indemnify, defend and hold harmless the City of Wichita
Falls, Texas and all of its present, future and former agents, employees, officials and representatives in
their official, individual and representative capacities "Indemnified Party") from and against any and all
Liability created by, arising from, or in any manner relating to services performed or goods provided by
Contractor. As used herein, the te_nr► "Liability" includes, but is not limited to, any and all claims,
demands, causes of action, judgments, liens and expenses (including attorney's fees, whether contractual
or statutory), costs and damages (whether common law or statutory, and whether actual, punitive,
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consequential or incidental), or any conceivable character, due to or arising from injuries to persons
(including death) or to property (both real and personal). The indemnity provided herein expressly
includes any liability arising through the doctrine of products liability. Contractor will vigorously
defend any Liability, even those allegedly caused by the oegligence or other fault of any
Indemnified Party.
Upon the resolution of the Liability (the "Decision"), should the trier of fact, adjudicator, or other
mutually agreed upon assessor of the Liability (the "Adjudicator") determine that the City or any
Indemnified Party is a greater than 50% contributor to the Liability through negligence or intentional
wrongdoing, then the City will pay, to the extent provided by law, the City's percentage of award
assessed by the Adjudicator in the Decision and reimburse Contractor for the legal defense costs paid by
Contractor based upon City's percentage liability. The City will not be liable to the Contractor for
reimbursement of any legal defense or claim costs paid by any insurance company or third party
defendants to the claim. Any reimbursements due under this section will be made by the City to the
Contractor within 45 days of the Decision.
In any case, the Contractor will not be responsible for indemnification in any amount exceeding the
applicable prescribed insurance limits contained herein.
If at any point after a claim has been filed the City determines that there is a conflict of interest between it
and the Contractor, the City may request that it be represented by separate counsel. The expenses of such
counsel will be subject to the reimbursement provision set out above.
(I) Termination – Either party may terminate this agreement with 30 days written notice.
This Agreement shall be binding upon the parties hereto, their successors, heirs, personal
representatives and assigns.
IN WITNESS WHEREOF, the ies have executes this agreement on the dates indicated below.
E CITY F WICHITA F S, TEXAS Contr r:
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By: By:
Dar.on J. Leiker, City Manager A.P.G.L., Inc.
Date: �" U� "� Date:
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APPROVED AS TO FORM:
By:
Bill Sullivan, City Attorney
Date: � 0�� ��
TTEST:
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B
Lydi zuna, City Clerk
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