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Home My WebLink AboutContract 47409 11E 5' 84:04 AM SCOTT BUHRMASTER 773 919 6205 P. 02 ------------- CM SECft7M JAN-7 2016 I WORACT NO.CRYOO ._. �ECRRFfARy� SSYONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation, acting by and through Valerie R Washington,Its duly authorized Assistant City Manager,and FORCE SCIENCE INSTITUTE, LTD. ('+Contractor"), acting by and through Scott Buhrmaeter, its duly authorized 1. SCOPE OF SERVICESg Contractor agrees to provide training to Fort Worth Police Departnant ("FWPD'� employees beginning on January 19, 2016 and ending on January 20, 2016 ("Services'). Each day Contractor shall provide training from 8:30 a.m. to 4:30 p.m.,Central Standard Time. 'Tie time allotted for the training will include a one-hour lunch break and up to four additional short breaks each day. Services shall be performed at the Bob Bolen Public Safety Training Complex located at 505 W. Felix Street, Fort Worth,Texas 75115 ("PretrliSeB"). 2. T_ERI�i Ilia Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm, Central Standard Thee,on January 20,2016. 3. COMPENSATION The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed S13,500.00 dollars ("Fee"). Such Fee shall include all foas and expenses associated with this Agreement, Including any applicable appearance fees and travel expenses. FWPD shall provide ground transportation for Contractor's instructors to and from lite airport,hotel,and Premises. The City agrees to pay the Fee in two installments. The fust installment shall be in the amount of $7,750.00. The second installment shall be in the amount of 57,750.00. Paymeni for the second installment shall be due within thirty(30)days of the uncontested performance of the Services so ordered and receipt by rho City of Contractor's invoice for payment of the same. 4. TIRt!'I MATIN City or Contractor may terminate this Agreement at any time up to ten(10)working days prior to the scheduled event for any reason by notice in writing to the other party. Upon such termination, neither party shall be obligated to the other to perform under this Agreement. If Contractor terminates the Agreement less than ( } B y p t; liable for any costs or losses ten 10 working days prior to the scheduled even then Contractor shall be the City may incur far replacing Contractor at the scheduled event.Ifthp;Lity term,hist"s'the ,hgaroetneult l�i3s y�w t•... -'=.•p,:10 'rWtrk Q-,��:-� "pr'`.fplig��ohecitl.Ad.�"'.��.ttiei►•f�ie�ity s}ia)#•�$r�ies''tiv �q�/•'C'dii�'e�c��'g - �..;.,::rQw1�=:t2�•'s�lr; 'rf :gl:aw *. .w. ..: - ,r. a. �. ,. ..:. a%;":i?• .:•`::.. .s^:�,°.r :f'�r:•,• f _ •�H ��1�tt�9.Y�r+�Gl '�;.�cp�se$, Caitira�ot�ptr:•a�es'=`6oro`vtde iter tty•with rnvo��p®:•'>�tX;IIiF ., ��"•.i.5i; �_- :;��tie�lieitses.pi'(or•tothet✓itY'eP43%�t'orlt'of�e•saiti3. In no event shall Contractor be entitled to lost or anticipated profits nor shall the City be otherwise liable for indirect, special, or consequential damages should the City choose to exercise its option to terminate. Agreement Force$done@ i nathats,Ltd. OFFICIAL RECORD Page l of S CITY SECRETARY FT.WORTH,TX DEC-19-2015 04:04 AM SCOTT BUHRMASTER 773 913 6205 P.03«_ S. D UM AND Q LIG,&UQPj F THE PARTIES Contractor will provide at least two (2) qualified instructors for the training program who will facilitate the Services. The City shall be responsible for providing the classroom facilities and audio/visual equipment needed by Contractor. Contractor agrees to provide the City a list of necessary audio/visual equipment needed at least two(2)weeks prior to the start of Services. Contractor also agrees to provide the City with information regarding the classroom size necessary to conduct the training at least two(2)weeks prior to the start of Services. 6. O1tVNERSHIP OF MISENTA'1'IO- N MATERIAL-8 Contractor hereby warrants that Contractor is the sole and exclusive owner and copyright holder of the presentation materials and/or has the right to use, copy, display, sell, distribute and reproduce the presentation materials. Contractor shall retain ownership rights of all presentation materials and may use them for the presentation in any manner not inconsistent with any applicable laws, ordinances,rules, and regulations.Presentation materials shall include the presentation,handouts, slides, displays, props, graphics, charts, diagrams, and any other materials Contractor utilizes for the actual presentation or to promato Contractor's products, brands or services (collectively "presentation materials"). Contractor hereby grants the City an unrestricted, irrevocable, non-exclusive right to use Contractor's name and to reproduce, display and market for the sole purpose of performing the City's responsibilities under this Agreement and for promoting the scheduled event.The City Is specifically prohibited from marketing and/or selling the presentation materlals for a profit and such prohibition shall survive any termination or expiration of this Agreement 7. A—=8S The access granted to Contractor pursuant to this Agreement shall be limited to the property defined as Premises in Section 1 of this Agreement. Contractor shall be escorted by a City employee at all tines while on Premises. Tho City employee escorting Contractor must be authorized to access Criminal Justice Information Services ("CJ)S') protected data. The parties acknowledge and understand that the Premises contain one or mom areas whore CJIS protected data is viewed,modified,and used. Furthcrmore,the parties acknowledge that Federal and State law set forth the access requirements for CHS protected data,The parties agree to comply with all Federal and State law requirements regarding access to CHS protected data. Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a valid photo ID while on Premises. 7. INIDEMNE CATION:I.�ABILI' ' CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY CLAIM THAT THE PRESENTATION MATERIALS INFRINGE ON ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT. CONTRACTOR SHALL FURTHER INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM FOR LA", DAMAGE, LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS,WHICH MAY ARISE Professional services Agreement Farce Science Institute,ltd. Page 2 of a DEC-19-2015 04 :05 AM SCOTT BUHRMASTER 773 913 6205 P_ 04 OUT OF ANY NEGLIGENT ACT,ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL DEFEND AT HIS OWN EXPENSE ANY SUITS OR OTHER PROCE$D1NGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES,OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT,ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION. & 115D1liU D VNT,GQNjRACTOR Contractor shall perform all work and services hereunder as an independent contractor and not as an officer.agent or employee of the City. Contractor shall have exclusive control of,and the exclusive right to control, the details of the work perfbrmed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of his agents,employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Contractor,its agents,employees and subcontractors;and the doctrine of respondent superior shall have no application as between the City and the Contractor. 9. INSURANCE t Contractor shall provide and deliver to the City a certificate of insurance documenting Policies in the following coverage at minimum limits that are to be in effact prior to commencement of work under this Agreement Commercial General Liability Insurance $1,000,000 each occurrence $1,000,004 aggregate 10. PR It�N OF ASSIGNMENT Neither party hereto shall assign. sublet or transfer its interest herein. Any attempted assignment, sublease or transfer ofalt or any part hereof shall be null and void. 11, RIGHT TO AUDIT Contractor agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of Contractor involving transactions relating to this Agreement at no additional cost of the City.Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. 'Mlle City shall give Contractor reasonable advance notice of intended audits. 12. CHOICE OF LAW,YZNUE This Agreement shall be governed by and construed in accordance with the laws of the State of Proresalorlal Servlets Agreement Force Science Instltute,Ltd. Pass S o(S DEC-19-2015 04 :05 AM SCOTT BUHRMASTER 773 913 6205 P-05 Texas. Should any action, at law or in equity, arise out of the terms of this Agreement,exclusive venue for said action shall be in Tarrant County,Texas, 13. NOTICES Any notices required to be given hereunder shall be given by certified mail, return receipt to the following addresses: To The CITY: To CONTRACTOR: City of Fort Worth Scott Buhrma3ter Attn: Valerie R.Washington,Assistant City Manager Force Science institute.Ltd. 1000 Throckmorton 124 East Walnut Street, Suite 120 Fort Worth TX 76102-6311 Mankato, MN 56001 Facsimile:(9 17)392.8502 Facsimile(507)387- 1291 14. amyl If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or Impaired. 19. FORCE MAJEURE, The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control(force majeure), including,but not limited to, compliance with any government law,ordinance or regulation,acts of Clod, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. HEADING$NOT C0NTW&L0.rZ Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 117. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,which is executed by an authorized representative of each party. is. E OF AGREEMENT. This Agreement contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent In conflict with any provision of this Agreement. Professional Services Agreement Farce Science Institute,Ltd. Paan 4 or 5 DEC-19-2015 04:05 AM SCOTT BUHRMASTER 773 913 6205 P_ 06 19. SIGNATURE AUTHQRIT . The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective Party,and that such bolding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Tho other Party is fully entitled to rely on this warranty and representation in entering Into this Agreement. EXECUTED on this,the day CIT F FOR W FORCE SCIENCE INSTITUTE: By: sy; 4*—tzs—t� Valerie R.Washington Sco Buhrmaster Assistant City Manager T1TLE 0" Date; 110110 Date: pncc. Ak APPROVAL RECOM7=BY: Joel F.Fitzgerald Chief of Police Date: r, — —� APPROVED AS TO FO7-1�p LEGALITY: By: Victoney Assistant City Attorney ConA h" M&7! REQUIRED Date; ATTE By: (� F0 J.Ka or o ,' Q OFFICIAL RECORD City secretary V g � CITY SECRETARY yfr �°°= FT.WORTH, TX ° °Op°V0rowo°°° Tj vrofesMonal 5ervlces Agreement �• Force Sdance Instltute,ltd. Page 5 of 5