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1ROFESSIONAL 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
situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Charles
Daniels, its duly authorized Assistant City Manager, and D3 Seminars, LLC ("Vendor"), a Texas
Limited Liability Corporation and acting by and through Pam Weatherford, its duly authorized Owner.
1. SCOPE OF SERVICES.
Vendor hereby agrees to provide the City with training for civilian employees of the Fort Worth
Police Department. Attached hereto and incorporated for all purposes incident to this Agreement is
Exhibit "A," Scope of Services, more specifically describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon August 14, 2012 ("Effective Date") and shall expire on
September 20, 2012, unless terminated earlier in accordance with the provisions of this Agreement. This
Agreement may be extended for one-year term.
3. COMPENSATION.
The City shall pay Vendor an amount not to exceed $3,000.00 in accordance with the provisions of this
Agreement and the attached Exhibit A. Vendor shall not perform any additional services for the City
not specified by this Agreement unless the City requests and approves in writing the additional costs for
such services. The City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the City first approves such expenses in writing. Vendor will invoice City for the
full amount. Invoices are due and payable upon conclusion of the training.
4. TERNHNATION.
4.1. Written Notice.
The City may terminate this Agreement at any time and for any reason Uy providing the
other party with 15 days written notice of termination.
4.2 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Vendor for services actually rendered up to the effective date of termination and
Vendor shall continue to provide the City with services requested by the City and in accordance
with this Agreement up to the effective date of termination.
5. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that the Vendor shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have
Professional
Services
Agreement
between
D3 Seminars
and the
City of Fort
Worth
1
OFFICIAL RECORD
(CITY SECRETARY
OF3-0'I-12 P03:1� IN
��il'o WORTH, TX
the exclusive right to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,
agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor.
6. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by email, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
To The CITY:
City of Fort Worth
Attn: Aya Ealy
350 W. Belknap
Fort Worth TX 76102-2004
kya.Ealy@fortworthtexas.gov
To VENDOR:
D3 Seminars
Attn: Pam Weatherford
4725 Collinwood Avenue
Fort Worth, Texas 76107
Pam@D3Seminars.com
7. AMENDMENTS /MODIFICATIONS /EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
8. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the 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.
9. INTELLECTUAL PROPERTY
By accepting this agreement and scope of services, the City agrees and consents that the training
materials developed per this contract are the intellectual property of D3 Seminars, LLC and may be used
solely for the purpose of training clients of D3 Seminars. The materials may not be used by the Fort
Worth Police Department to train anyone outside of the Fort Worth Police Department without written
request and signed approval by Pam Weatherford, D3 Seminars, LLC. Any release of the material will be
pursuant to the Texas Public Information Act.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement between 2
D3 Seminars and the City of Fort Worth
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this flay
of , 2012
CITY OF FORT WORTH
Assistant City Manager
Date: �80 D
By:
Jeffre W. Hal:
Chief of Police
Date: 7 30 • � Z A,, % ra 00000
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ATTE 00
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By: a
MaryPecrctary
s r ¢ 0 0
City 0000 00*
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APPROVED AS TO FORM AND LEGALITY:
By:
JeCa SangSVang �
APPPes stant City Attorney
CONTRACT AUTHORIZATION:
Date Approved: N!A
Professional Services Agreement between 3
D3 Seminars and the City of Fort Worth
IC
Title: Owner
Date: d'q I
By:
OFFICiA� REGARD
C1T1 f SECRETARY
FT. WORTH, TX
Exhibit A
Scope of Services
To provide the following training for civilian City of Fort Worth Police Department
employees.
August 145 2012: "What's Your Tool" and "Effective Communication"
• August 15, 2012: "Cut the CRAP" and "Improving Your Networking Tool"
• September 19, 2012: "What's Your Tool" and "Effective Communication:
• September 20, 2012:"Cut the CRAP" and "Improving Your Networking Tool"
CONSIDERATIONS
• Handouts and other materials will be provided electronically by Vendor to City to print
and/or distribute electronically to employees. If requested, Vendor will provide printed
handouts and will invoice City for expenses incurred.
PROFESSIONAL FEES
ervices
rate
Professional 4
Services
Agreement
between
D3 Seminars
and the
City of Fort
Worth