HomeMy WebLinkAboutContract 48354 CITY SECRETARY GG
CONTRACT NO D�S
1:00" PROFESSIONAL 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
LIFELINE TRAINING, LTD. DBA CALIBRE PRESS, located at P.O. Box 3476, Glen Ellyn,
Illinois 60137 ("Contractor"), acting by and through Lisa Gitchell, its authorized representative. For
purposes of this Agreement, the term Contractor shall include Contractor, its authorized representatives,
officers, employees, and instructors who provide services on Contractor's behalf The term City shall
include its authorized representatives, officers, employees, and directors.
1. SCOPE OF SERVICES
Contractor agrees to conduct"Finding the Leader In You"for law enforcement personnel beginning
on October 6, 2016 and ending on October 7,2016("Services"). Each day, Contractor shall provide training
from 8:00 am to 5:00 pm,Central Standard Time. Services shall be performed at the Bob Bolen Public Safety
Training Complex located at 505 W.Felix Street,Fort Worth,Texas 75115 ("Premises").
2. TERM
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time, on October 7, 2016, unless terminated earlier in accordance with the terms of this
Agreement. Execution of this contract after the dates of performance shall not render this contract void or
voidable.
3. TERDIINATION
City or Contractor may terminate this Agreement at any time and for any reason by providing ten
(10)days written notice to the other party.Upon such termination,neither party shall be obligated to the other
to perform under this Agreement.
4. COSTS
The all-inclusive fee for this two(2)day course is $8,900.00 and shall include the registration fee for
one hundred and fifty (150) participants from the City of Fort Worth. The City shall not, for any reason, be
obligated to pay more than$8,900.00 to Contractor.
5. DUTIES AND OBLIGATIONS OF THE PARTIES.
The City shall be responsible for providing the classroom facilities and audio/visual equipment
needed by Contractor.The City shall not be required to purchase any new audio/visual equipment. 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. The City agrees to notify contractor of any equipment that is not available within two days
of receiving the Contractor's list of necessary equipment. 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.
Contractor will provide at least one (1) Calibre Press Certified instructor ("Instructor") for the
training program who will facilitate the Services.
OFFICIAL RECORD Training Agreement
CITY SECRETARY calibre Press
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FT.WORTH,TX
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
The City is responsible for the promotion and marketing of this course.
6. CLASS SIZE
The minimum enrollment for Services is 150 law enforcement professionals. If, the enrollment
minimum is not met,the parties agree to confer in good faith regarding whether to reschedule or cancel the
Services.
7. RELATIONSHIP
Contractor shall perform the work under this Agreement as an independent contactor and
agrees that the City is free from all liability and damages resulting from or arising out of Contractor's
willful misconduct or neglect in the performance or activities hereunder.
11. OWNERSHIP OF PRESENTATION MATERIALS
Contractor hereby warrants that Instructor 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 promote
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, market and use Contractor's presentation materials 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 materials for a profit and such prohibition shall
survive any termination or expiration of this Agreement.
12. ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1 of this Agreement. Instructors for Contactor shall be escorted by a City employee at
all times while on Premises.The City employee escorting Contractor instructors must be authorized to access
Criminal Justice Information Services ("CJIS") protected data. The parties acknowledge and understand that
the Premises contain one or more areas where CKS protected data is viewed, modified, and used.
Furthermore, the parties acknowledge that Federal and State law set forth the access requirements for CJIS
protected data. The parties agree to comply with all Federal and State law requirements regarding access to
CHS protected data.
All instructors shall sign in and out at the front desk of Premises upon entry. Instructors shall carry a
valid photo ID while on Premises.
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g.
13. INSURANCE
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 effect prior to commencement of work under this
Agreement:
- Commercial General Liability Insurance-$1,000,000 each occurrence; $1,000,000 aggregate
- Professional Liability(Errors and Omissions)-$1,000,000 per claim; $1,000,000 aggregate
14. PROHIBITION OF ASSIGNMENT
Neither party hereto shall assign, sublet or transfer its interest herein. Any attempted assignment,
sublease or transfer of all or any part hereof shall be null and void.
15. 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. The City shall give Contractor reasonable
advance notice of intended audits. This provision shall survive any termination or expiration of this
agreement.
16. 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 Calibre Press
Attn: Valerie R. Washington,Asst. City Manager P.O. Box 3476
1000 Throckmorton Glen Ellyn,IL 60137
Fort Worth TX 76102-6311 Phone: 630-941-0998
Facsimile: (817)392-8502
17. SEVERABILITY.
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.
18. 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
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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 God,
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.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
20. 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.
21. GOVERNMENTAL POWERS.
Both Parties agree and understand that the City does not waive or surrender any of its
governmental powers by execution of this Agreement.
22. ENTIRETY 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.
23. SIGNATURE AUTHORITY.
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 binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. The other Party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
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EXECUTED on this,the 24th day of October, 2016.
CITY OF FORT WO H: CALIBRE PRESS
By: By:
Valerie R. Washington Lisa Gitchell
Assistant City Manager C.E.O
Date: kQ14 Date: 10/24/2016
APPROVAL RECO ED BY:
By:
Joel F. Fitzgerald
Chief of Police
Date: �//`3// 6
APPROVED AS TO
FORM AND +G Y:
By:
Jo ate
As ' tant City Attorney
Contract Authorization: h C0° -,�
No M&C required.
La %$�
ATT S 8
J. ayser
City Secretary
OFFICIAL RECORD
FORM 1295 Certification No.:NOT REQUIRED CITY SECRETARY
This agreement legally does not require City Council approval.
FT.WORTH,TX
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