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HomeMy WebLinkAboutContract 53969 RETAY CON RA NO.. 5390 Dr. Bryant T. Marks, Sr. Like Minds, LLC dba National Training&Education Institute Consultant Agreement This training/presentation services agreement is made between Dr. Bryant T. Marks, Sr. (hereinafter "Speaker" or "Consultant") and The City of Fort Worth ("Client" or "City") for training and/or consulting services. I. Event Date(s): The training will be held on the following dates:August 10tn. 11th. 12tn. 20rh, 21st. 27tn, and 28tn.2020 II. Event Format: The format of these events are twenty-one, 2.5-hour long sessions, of which the consultant will provide content for 2 hours. III. Lecture/Training Topic: Speaker will customize the presentation/training to Client's area of interest or focus, if applicable, and as requested by the client to the best of his ability. IV. Scope of Service Speaker/Consultant agrees to provide the services described as follows: 1.1.1. Twenty-one-2-hour Implicit Bias and Cultural Competency Workshops over seven days (August 10th, 11th, 12th, 20th, 21st, 27tn, and 28, 2020) V. Location of Event: TBD: within the Fort Worth city limits. VI.Time: TBD Speaker is required to be at place of lecture a sufficient period of time prior to scheduled time of commencement to permit timely presentation. VII. Fees and Expenses: Client will be charged a total of$63,000 due no later than 30 days after the scheduled presentation/training and/or consulting services.Additional sessions or specialized sessions require a separate fee to be negotiated when training is booked. VIII. Cancellation by Organization: Event notice of cancellation is subject to the following cancellation fee terms: If cancellation is (60) sixty days prior to the event,there is no cancellation fee. If cancellation is between (1) one to (3) weeks prior to the event, Client shall pay (25%) twenty-five percent of Speaker fee. If cancellation is (1) one week prior to event, Client shall pay (50%) of Speaker's fee. Cancellation fees are based upon the gross Speaker fee that was agreed upon. Cancellation fees must be paid within (5) five business days of notice of cancellation or a ($100) one hundred dollar per day late fee shall be paid by Client. Notice of cancellation must be in writing. RECEIVED CITY SECRETARY JUN-3 2020 FT WORTH,TX cm OFFORT IX. Cancellation by Speaker: If due to illness, accident or other causes legally known as acts of God, and Speaker is forced to cancel this agreement,neither party, nor any representative shall be liable for any payment. Speaker will, however,work with Client to reschedule to a mutually agreeable date andtime. X. Copyright: The speech or any materials distributed that may accompany it are the sole intellectual property of Speaker. They may not be copied, sold, broadcasted on television, radio, podcasted,webcasted, sampled for musical productions or given away without the express written consent of Speaker,his multimedia company or his estate. Speaker reserves the right to videotape himself giving the presentation/training as long as the Client nor attendees are captured on tape and any verbiage identifying the Client is removed from public use of the video. Speaker will inform Client in advance if he plans to video-record himself. Speaker will allow the client to videotape the session. The client may use excerpts from the above-mentioned sessions in future "summits" only with prior approval and the expressed written consent of Speaker, his multimedia company or his estate. XI. Independent Contractor: Speaker, its officers, agents and employees, in the performance of this Speaker Agreement shall act in the capacity of independent contractors.As such,the parties will be responsible for their own acts of negligence as determined by law. Speaker is responsible for all taxes on payments received from Client. XII. Payment of Fees: Client will be invoiced via electronic mail for payment(s) perthe schedule outlined in section VII. XIII. Speaker's Rider: The rider attached states specific speaker requirements for travel, lodging, and purchase of Speaker's books (if applicable). Client shall reference rider specifically for these matters. XIV.Applicable Law: This agreement shall be governed by the laws of the State of Georgia and any applicable federal law. XV. Entire Agreement: This speaker agreement and rider constitutes the entire agreement between the parties. This agreement may be modified or amended in writing signed by authorized signatories of the Speaker and Client. Dr. Bryant T. Marks, Presentation/Training Rider Travel Flight arrangements will occur via the following process (check onel: Speaker will provide the Client with a preferred flight itinerary;Client will purchase ticket.If an alternative itinerary to the one provided by the Speaker is available with very similar departure dates and times at a savings of$100 (one hundred dollars) or more,then the Client will inform the Speaker so that the Speaker can either pay the difference between the preferred and alternative itineraries or accept the alternative itinerary.Required flight information follows: Full name: Bryant Thomas Marks; Date of birth:4/17/72 Speaker will purchase ticket and be reimbursed by Client within 14(fourteen) calendar days of receiving a receipt of purchase from the Speaker.If the Speaker cancels the presentation/training or does not provide the presentation/training("no-show") due to his own negligence after receiving reimbursement from the Client,then the Speaker will refund the reimbursement to the Client within 14 days of the scheduled presentation/event. X Speaker will purchase ticket and WILL NOT be reimbursed by client. Hotel arrangements will occur via the following process (check onel: Speaker will reserve and pay for his room at a hotel and rate agreed upon by the Client and Speaker and WILL be reimbursed by the Client(included in price). X Speaker will reserve and pay for his room and WILL NOT be reimbursed by the Client. Client will reserve and pay for a room at a hotel agreed upon by the Client and Speaker Ground Transportation will include the following routes unless otherwise specified: • To airport in departure city • From airport to venue,hotel, or designated location agreed upon by Client and Speaker in city where presentation/training will occur • From venue,hotel,or designated location agreed upon by Client and Speaker in arrival city to airport • From airport to home,place of employment, or other location agreed upon by Client and Speaker Payment for ground transportation will occur via the following process (check one): Speaker will pay for ground transportation and WIIL be reimbursed by Client within 21 (twenty one) calendar days of receiving receipt from Speaker. X Speaker will pay for ground transportation and WILL NOT be reimbursed by Client(included in price). Client will provide ground transportation for Speaker. ADDENDUM TO TRAINING/PRESENTATION SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND BRYANT T. MARKS, PH.D. This Addendum to the Training/Presentation Services Agreement ("Addendum") is entered into by and between Bryant T. Marks, Sr., Ph.D., an individual, ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for training services. The Contract documents shall include the following: 1. The Training/Presentation Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Training/presentation Services Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: I. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire three (3) years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties.The Agreement may be renewed for zero (0) number of renewals at City's option, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either parry commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching parry. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of Addendum to the Training/Presentation Services Agreement Page I of 6 any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions,the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum to the Training/Presentation Services Agreement Page 2 of 6 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 12. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Addendum to the Training/Presentation Services Agreement Page 3 of 6 contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 14. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 15. Conflicts of Interest. The Vendor hereby certifies and agrees that no member, officer, or employee of the City, or its designees or agents, and no member of the governing body of the City of Fort Worth or the Vendor (and no one with whom there is a family or business tie) who exercises any functions or responsibilities with respect to the receipt and use of City funds during his or her tenure or for one year thereafter,shall have any financial benefit,direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement or the Services. 16. Relationship. The Vendor shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Vendor shall in any way bind or obligate the City. This Agreement is strictly for the benefit of the parties and not for any third-party or person. This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Vendor hereby renounce the existence of any form of agency relationship,joint venture, or partnership between the Vendor and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Vendor. 17. Indemnification. The Vendor hereby agrees to defend, indemnify, and hold harmless the City,its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Vendor under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Vendor under this Section shall survive the termination of this Agreement. 18. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service,postage prepaid,registered or certified mail,return receipt requested, addressed to the City or the Vendor, as the case may be, at the address set forth below. 19. Equal Opportunity. The Vendor shall comply with federal, state, and local laws in Addendum to the Training/Presentation Services Agreement Page 4 of 6 its hiring and employment practices and policies for any activity covered by this Agreement. 20. Assi ng ment. The Vendor shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City Council or their designee. 21. Force Majeure. If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections;riots; epidemics;pandemics, medical emergencies, supply line interruptions, public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state;declaration of a state of disaster or of emergency by the federal,state,county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. (signature page follows) Addendum to the Training/Presentation Services Agreement Page 5 of 6 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: �,��� performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Date: .$/20/2020 By: —T Name: Christina Brooks Approval Recommended: Title: Department Director Approved as to Form and Legality: By: li��'sv�� - Name: Christina Brooks G , Title: Department Director B) Name: Christopher A. Troutt Attest: Title: Assistant City Attorney � Contract Authorization: M&C: _ Name: iOary ay er > Title: City .r 'tt VENDOR: ...; ....... r. Bryant . Marks, Ph.D. Date: �J j I Addendum to the Training/Presentation Services Agreement -Page 6 of 6-