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HomeMy WebLinkAboutContract 54246 (2) CSC No. 54246 RECEIVED J' -4 2020 ADDENDUM TO CONSULTANT AGREEMENT CITYOFFORTWOnm BETWEEN CINSWREWff THE CITY OF FORT WORTH AND NATIONAL TRAINING INSTITUTE ON RACE AND EQUITY This Addendum to Consultant Agreement("Addendum") is entered into by and between National Training Institute on Race and Equity ("Vendor") and the City of Fort Worth ("Citt "), collectively the"parties",for a purchase of licenses. The Contract documents shall include the following: l. The Consultant Agreement;and 2. This Addendum. Notwithstanding any language to the contrary in the attached Consultant 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: l. 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 one(1)year 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 three (3)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. Compensation. City shall pay Vendor an amount not to exceed one hundred twenty four thousand and 00/100 dollars ($124,000.00) in accordance with the provisions of this Agreement and Exhibit"B," Payment Schedule,which is attached hereto and incorporated herein for all purposes. For each Renewal Term, the City shall pay the amount on a quote provided by Vendor which shall then be attached to the City's respective renewal form. Vendor shall not perform any additional services for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice. 3. 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 party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that�ewxih_?&+h-hr'eae OFFICIAL -4--CURD Addendum FT. W6ffithop'(X L 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 party. 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 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. 4. 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. 5. 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. 6. 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. 7. 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. Addendum Page 2 of 5 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement.If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. 9. No Debt. In compliance with Article 1 I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of fiends. 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. Addendum Page 3 of 5 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 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. (signature page follo,,js) Addendum Page 4 of 5 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; Z2 — performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Date: By: —� Name: Christina Brooks Approval Recommended: Title: Diversity& Inclusion Director Approved as to Form and Legality: By: Adyr— Name: Christina Brooks ' Title: Diversity& Inclusion Director 1 By: Name: John B. Strong Attest: Title: Assistant City Attorney Contract Authorization: M&C: 20-0494 08/04/2020 Bv: 'x HB 1295: 2020-647136 �- NamAyKayserTitle. yy U: VENDOR: ' National Training Institute on Race anzh By: 1 7f Name: Bi t T. iVl rks, Sr. Title: ` 1,/ ,� 7 Date: Al OFFICIAL RECORD CITY SECRETARY FT. WORTH.- TX Addendum Page of :w National Training Institute on Race and Equity Consultant Agreement This training/presentation services agreement is made between National Training Institute on Race and Equity (hereinafter "Vendor"or "Consultant") and The City of Fort Worth ("Client") for training and/or consulting services. I. Event Date(s): The virtual trainings will be held on the following dates for the city: August 11th, 1 th, .0rh, and 27th 2020 AND The in-person trainings will be held on the following dates for the police department: Janes 1 rh, 20th, 21st. 22nd. 25th. 26tn. 27th, 28th, 29th and February 1st and 2na, 2021 II. Event Format: The format of the 2020 events are twelve,virtual 2.5-hour long sessions. of which the consultant will provide content for 2 hours. AND The format of the 2021 events are tw�V-two in-person Half Day Implicit Bias and Cultural Competency 21st Century Policing Worksho}� 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. Twelve-2-hour Virtual Implicit Bias and Cultural Competency Workshops Over Four Days (August 11th, 12th, 20th and 27th 2020) 1.1.2. Twenty-Two in-person Half Day Implicit Bias and Cultural Competency 21st Century Policing Workshops over Eleven Days (January 19th, 20th, 21st, 22na, 25th, 26th, 27th, 28th, 29th and February 1st and 2na, 2021) V. Location of Event: First scope of work will be conducted virtually, and the second scope of work will be conducted within the city limits of Fort Worth VI.Time: As specified by client 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 $3,000 per session for the first scope of work for a total of$36,000 due no later than 30 days after August 27, 2020. Client will be charged $4,000 per session for the second scope of work for a total of $88,000. Due no later than 15 days after February 2, 2021. For a total contract amount of $124, 000. 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. 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 and time. 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) per the 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 maybe modified or amended in writing signed by authorized signatories of the Speaker and Client. Signed this ACCEPTED BY: Bryant T. Marks, Ph.D. Bryant . Marks ACCEPTED BY: [Client DAME] Authorized Signatory Dr. Bryant T. Marks, Presentation/Training Rider Travel F1jqht arrangements will occur via the following process (check one) __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. y N K � r V co fi O Vl N •V a) _ U) Z' 3 � a) ao > 3 c J a) U O � � � E cLn �p CO 0 U E U -0 N a) a w :� (n N �Q � Z a) O � _ N p � > a � � N Z � N . 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