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HomeMy WebLinkAboutContract 45289 CffY SECRETARY A% ffflRXTI NO-P AGREEMENT FOR PROFESSIONAL SERVIi TU S AGREEMENT ("Agreement") is rude and entered into on day of ")AL\ VU 2014 by and between THE CITY of FORT' WORTH, a home rule rnu aicipal corporati n of the State of Texas ("'City"'), acting, b . and through its duly authorized Assistant City Manager, and Gary Hernbroth d/b/a Training for Wingers ("'Consultant"). RECITALS WHEREAS, City has a. substantial need to obtain training for the City's Planning, Development Department t for professional development of staff and to assist in developing exceptional customer service skills; WHEREAS, City desires to hire a professional knowledgeable and experienced in training services related to providing exceptional customer service and, professional development;. WHEREAS, Consultant has represented that it is knowledgeable and experienced in providing services of training on exceptional customer service and professional development; and WHEREAS, City and Consultant mutually desire to enter into a contract to have Consultant perform training services for the Planning, &Development Department. OW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows, AGREEMENT T 1. Services. Consultant agrees to provide training to front lire and supervisory personnel within the City's Public Events Department on Professional Development, Customer Service and Team Building, as detailed in Exhibit A. attached hereto and incorporated herein for all purposes ("Services"). City employees will be participating in this training as a required part of their duties. City will be responsible for providing appropriate space and any necessary equipment required by Consultant. Consultant shall advise City of any needs regarding equipment within five days of-the first day Services will be provided. 2. Tern.. Services shall be provided by Consultant for a term beginning on January 1, 2014, and ending on December 31, 0�14, unless this .Agreement is terminated earlier as provided i herein. 1 Professional Services Agreement F s X , KtLEI VED--JAN 14 20g .5. 1 vee. In consideration of the Services to be performed hereunder by Consultant, City promises and agrees to pay Consultant an amount not to exceed $25,01010 ("Fee") as fall and complete compensation for the Services, to be performed hereunder, m" cludi'ng any and all expenses incurred in connection with performance of the Services, except that City shall reimburse the Consultant for reasonable travel related expenses (such as airfare to fly coach, mutually agreed upon hotel property, parking, shuttle or taxi sem"ce to and fr m au'port and a reasonable meal allowance) at Consultants cost. Upon execution of the Professional Service Agreement,1 City shall pay Consultant 50% of the Fee prior to the traftn*ng and the remainder due 0 immediately following the Services. 1 171" 4. ermination. Either party may cancel this Agreement at any time and for any reason, by providing the other party With tern days written notice of tenni*nation. Upon Consultant's receipt of such notice by City, Consultant shall immediately discontinue all Services and the placing of all orders or the entering into of contracts for all supplies, assistance, facilities and maten"a I is m connection with the performance of this Agreement, and shall proceed to cancel promptly all existing contracts M* sofar as they are chargeable to this Agreement. In the event this Agreement is ter=ated prior to expiration,of the Term, City shall pay Consultant only for Services actually rendered as of the effective date of ten=* ation 1� in accordance with a final statement submitted by Consultant documenting the performance of such Services. Upon termination of this Agreement for an reason,, Consultant shall provide City with copies of all completed or partially y completed documents prepared under this Agreement. 5. Igde ender t Contractor. Consultant shall operate hereunder as an *independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons pelfortnig same, and shall be solely responsible for the acts, and onlissions of its offlicers, agents, servants, employees, subcontractors and program participants. The doctrine of respondent superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnersnip or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is In the paid service of City. 6. Indemnification. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS DENSE, CITY AND ITS OFFICERS AGENTS, SERVANTS, AND DEFEND.,AT ITS OWN E I I AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY ,, INCLUDING DEATH, TO ANY AND ALL PERSONS., OF WHATSOEVER KIND OR CHARACTER,,WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,, PERFORMANCE, ATTEMPTED PERF-1ORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/O�R THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, Professional Services Agreement 2 of 9 AGENTS, SERVANTS, AND EMPLOYEES O ANY L CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH., TO Y L PERSONS, O WHATSOEVER KINDS OR CHARACTER, WHETHER A. R ASSERTED,, SING OUT OF R CONNECTION WIT THE, EXECUTION, PERFORMANCE, TT TED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT /OR THE OPERATIONS, ACTIVITIES AND SERVICES DE BED HEREIN, ETHER OR NOT CAUSED OR IN PART, Y ALLEGED NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS CITY. CONSULTANT' LIKEWISE COVENANTS AND, AGREES TO AND DOS HEREBY INDEMNIFY AND HOLD ELAIMLESS, CITY FROM D AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OIL IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS,, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS., INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE IN PART, BY ALLEGED NEGLIGENCE F OFFICERS',AGENTS, SERVANTS,EMPLOYEES,CONTRACTORS R SUBCONTRACTORS OF CITY. CONSULTANT AGREES TO AND SHALL L EASE CITY., S AGENTS., EMPLOYEES, OFFICE LEGAL REPRESENTATIVES FROM ALL LLAJ31LITY FOR INJURY, DEATH, DAMAGE OR LOSS TO, PERSONS OR PROPERTY SUSTAINED CONNECTION WITH OR INCIDENTAL TO, PERFORMANCE UNDER THIS AGREEMENT, IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED B CITY'S SOLE OR CONCURRENT NEGLIGENCE.. Consultant shall require all of its subcontractors t+ 'include in their subcontracts a release d rode .favor of City in substantially the same form as above. This Section 6 shall survive the expiration or termination of this Agreement. 7. Asst Consultant of assign or subcontract, all or any part of its rights, privileges or duties, under this Agreement Without the prior `tt a consent of City, and any attempted assignment of subcontract of e without s c poor written approval shall be void d constitute a breach f .this agreement. 86 C li ance with Law. Consultant, its, officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, ,state and local, including all ordinances, rules d regulations of City. It is agreed and understood that, if City cats to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors,then Consul tant shall ' ATIMediately desist from and correct such violation. 9. Noy-Di scr * at n. Consultant, in the execution, performance or attempted performance of this contract and Agreement, will not dlscri , ate against any person or persons because of disability, age, familial status, sex, race, religion, color or national ofig' , nor will Consult t p e it its officers, agents, employees, or subcontractors t engage such Professional Services Agreement 3 o 9 qk This Agreement i's made and entered into with reference specifically to Chapter 17, Article IR, Division 3, of the City Code of the City of Fort Worth ("DiscrinIffiation in Employment Practices"), and Consultant hereby covenants and agrees that Consultant,, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-appli cant has been discriminated agam' st by either Consultant, its agents, employees or subcontractors. 10. FLight to Audit. Consultant 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 any directly pertinent books, documents, papers and records of the Consultant *involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate wo,rkspace in order to conduct audits, 'in compliance with the provisions, of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to 'include in all of its subcontractor agreements, hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years, after final payment under the subcontract, have access to and the night to examine any directly pertinent books, documents, papers and records of such subcontractor m, volving transactions to the subcontract, and ftu-ther that City shall have access during normal working 1 13 V hours to all subcontractor facilities and shall be provided tect adequate and appropriate workspace in order to conduct audits "in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This, Section 10 shall survive the expiration or termination of this Agreement. 11. Fiscal Fund'mg_Out. In the event no funds or ins dent funds are appropriated by the City in any fiscal period for any payments hereunder, City Will notify Consultant of such occurrence and this Agreement shall to .ate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 12. Entire AgBement. This written instrument constitutes the entire agreement by the parties, hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or, written agreement, which purports to vary from the to hereof shall be void. 13. Venue and Jun'sdiction. Should any action, whether real or asserted, at law or in equity,, `se out, of the execution,, pe�rfo'rmance, attempted performance of this Agreement, venue for said,action shall lie in Tarrant County,Texas. 14. Notices. Notices to be provided hereunder shall be sufficient ifforwarded. to -the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below,: Professional Services Ageement 4of City of Fort Worth — Planning and Development Dept. 1000 Throckmorton St. Fort Worth, Texas 761 2 (81 7) 392-8318 Gary He broth 1125 Sunshine Circle Danville, CA 94506 (925) 736-9392 15. Non-Waiver, The failure of City or Consultant to *insist upon the pertormance f' any a term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver,or relinquishment to any extent of City's or District's night to assert or rely upon any such term or fight on any future occasion. 16. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure writing of any existm" g or potential conflicts of interest related to Consultant's services and proposed services with respect to the Project. In the event that any conflices of interest Esc after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City 'in writing. The City acknowledges that Consultant may use products,, materials, or methodologies, proprietary to Consultant. 'The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written "th respect thereto. Notwithstanding the forego' , Consultant understands and agreement wi ing agrees that-the City 'is subject to various public information laws and regulations, cluding. but not linuted' to, the Texas Open Records Act., Consultant,, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior w 'tten approval of the C`L-- ri ILY. 17. Severability. If any provision of this Agreement is held to, bie invalid, illegal or unenforceable, the validity, legality and enforceability of the re a"M* g provisions shall not in any way be affected or impaired. 18. Force M4jeure. The City and Consultant 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, cluding, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission,, fires, strikes, lockouts, national disasters, wars, nots:, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Professional Services Agreement 5 of 9 19. Headings not Controll*y . Headm* gs and, fit.es, used M' , this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE.] ....................... Professional Services Agreement 6 of 9 N, WUNES'S WHEREOF,the parties her have executed this agreement in multiples in Fort 'Worth,Taffant County,Texas,to be effective on the Effective Date. Cfff OF FORT WORTH GARY H-FRINBROTH D/B/A TRAINING FOR WINNERS By". 4m4vijo LIN/L Fernando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALIT'Y: t rf fjA Aswt ity Attornky, .............,,,r or `p 5 A17rEST: FAA Ainykayser City Secretaryv��', flrofe,ssional Servims�Agreement 7 of 9 "poop OVFIC,IAL ftfcORD Glory,Sp .cRETAKY V are V10gorwig 1rX E *'bit A E x 1 ........... III!Sunshine Circle Danvilleo CA 94606 Phofta,/Fax 925-736-9392 gary@ )trains ngforwinnars,com v wwwtraini"forwiwn Trang Program Details Trainingfor Winners & City of Fort Worth Planning & D ere lopment Department Training for Winners (TFW) will develop,and deliver a customized.customer service training program for the City of Fort Worth Planning& Development Department (FWPDD) in 2014, for its management, supervisory, and front-fine teams, consisting of six (6) total training days that it is suggested be allocated in 4 quarterly installations of 1.5 days each (exact dates based, on mutual availability), although other installation options are possible to accommodate the 16 training days. TFW will provide this training for $25,000.00, plus covered no. al travel expenses outlined below, payable to Training for Winners. FWPD,D will reproduce the workshop handouts for participants. Equal payments of$12,500.00 are due at time of contract commitment and again on or before June 1, 2014. Covered travel items will be invoiced by TFW immediately following each 'Installment, with the full payment due 3 days following. Late payments incur a $1 00.00 charge. As a spec ial bonus, TFW'wIll qfft-,,)r comps mentaryfollow-up coaching to program participants (via phone or email)fbr those who request it,jbr up, to 4 total hours. This benefit is normally S1 5.00 per hour. Covered normal travel includes.- Coach airfare/bag fees, home off-airport parking, bridge toll, home mileage (x prevailing Federal rate), D,FW airport transfers, accommodations (including room, tax, fees, in room WI'-Fi),, and reasonable meals. This program will include a variety of learning methods-, Lecture, group, exercises, individual, work, interactive exercises, and one-on-one personalized coaching. I"'I opics will emphasize V internal/external customer service, communication, management/sup,ervisory tools, and tea building essentials. FWPDD is responsible for providing the training site, props if used'), audio visual equipment, insurance, labor, and equipment associated with program delivery. Reproduction or other use of TFW content requires permission from TFW. Professional Services Agreement 8of 9 Should this agreement be cancelled by FWPDD, TFW will receive$3,500.00 for each canceled day, no later than 21 days after notice of cancellation. Should Acts of God make it impossible or not practical to deliver an installment,make-up date(s)will be selected(based on mutual availability),within 60 days of the original date(s),without penalty to either party, at the above rates and terms. Once dates are set, 'if they are changed by F D for any reason other than Act of God,there will be an additional 10%charge to the tran" u'ng rate for each day changed. The parties warrant that they have the legal authority to bind,their respective parties to this agreement. Professional Services Agreement 9 of 9