HomeMy WebLinkAboutContract 47424 RECEIVED CITY SECRETAW,
JAN 13 2016 CONTRACT No..
CITY OF FORT WORTH
CITY SECRETARY
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into
by and between the CITY OF PORT WORTH (the "City"), a home rule municipal corporation,
acting by and through Valerie R.Washington,its duly authorized Assistant City Manager,and WE SIX
SEE, LCC ("Contractor"), a Texas Limited Liability Company, acting by and through Russell .1,
Coolman,its duly authorized Vice President.
RECITALS
WHEREAS,each year a significant nmnber of military veterans are charged with traffic offenses and/or
are involved in crisis situations;
WHEREAS,many of these military veterans have medical, mental health, and other problems related to
their military service;
WHEREAS,the City has a desire to increase education,training, and awareness related to dealing with
veterans in crisis;
WHEREAS, Contractor provides Veteran Crisis Intervention Training ("VCIT") to various police
departments,county sheriffs, state troopers,and corporations throughout the State of Texas;and
WHEREAS, Contractor's VCIT is designed to help the City, specifically the Fort Worth Police
Department, achieve improved outcomes in its interactions with veterans during traffic stops and crisis
situations.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties
agree as follows:
1. SCOPE OF SERVICES
Contractor agrees to provide VCIT to Fort Worth Police Department ("FWPD") employees
beginning on Wednesday,January 27,2016("Services").Contractor shall provide training from 8:00 a.m.to
5:00 p.m.,Central Standard Time.The time allotted for the training will include a one-hour lunch break and
up to four additional short breaks each day. Services shall be performed at the Bob Bolen Public Safety
Training Complex located at 505 W.Felix Street,Fort Worth,Texas 75115 ('Tremises").
2. TERM
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time,on February 20,2016.
3. COMPENSATION
The maximum amount to be paid to Contractor for alt services performed and expenses incurred
hereunder shall oot exceed $5,000.00 dollars. Such rate shall include all fees and expenses associated with
this agreement, including any applicable appearance fees and travel expenses. FWD shall provide ground
transportation for Contractor's instructors to and from the airport,hotel,and Premises.
Payment for Services shall be due within thirty (30) days of uncontested performance of the
Professional services Agreement
C.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
particular services so ordered and receipt by the City of Contractor's invoice for payment.
4. TERMINATION
City or Contractor may terminate this Agreement at any time up to ten(10)working days prior to the
scheduled event for any reason by notice hi writing to the other party.Upon such termination, neither party
shall be obligated to the other to perform under this Agreement.If Contractor terminates less than 10 working
days prior to the scheduled event,then Contractor shall be liable for any costs or losses the City may incur for
replacing Contractor at the scheduled event. If the City terminates less than 10 working days prior to the
scheduled event,then the City shall pay contractor any amounts due at the time oftertnination.
In no event shall Contractor be entitled to lost or anticipated profits nor shall the City be otheiv Ise
liable for indirect, special, or consequential damages should the City choose to exercise its option to
terminate.
5. DUTMES AND OBIAGATIONS OF J_W,PART IFS
Contractor will provide at least two (2) qualified instructors for the training program who will
facilitate the Services.
The City shall be responsible for providing the classroom facilities and audio/visual equipment
needed by Contractor. 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. 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.
6. OWNEI RSffiP OF PRESENTATION MATERIALS
Contractor hereby warrants that Contractor 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.
7. ACCESS
The access granted to Contractor pursuant to this Agreement shall be Iimited to the property defined
as Premises in Section 1 of this Agreement. Contractor shall be. escorted by a City employee at all times
while en Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The patties acknowledge and understand that the Premises
contain one or more areas where CJIS protected data is viewed,modified, and used.Furthermore,the parties
Professional Services Agreement
City of Fort Worth and We Six See,LLC.
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acknowledge that Federal and State law set forth the access requirements for CIIS protected data.The parties
agree to comply with all Federal and State law requirements regarding access to CIIS protected data.
Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a
valid photo ID while on Premises.
7. INDENTNIFICATION;LIABILITY
CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS,
AGENTS AND EMPLOYEES HARMLESS FROM ANY CLAIM THAT TIM PRESENTATION
MATERIALS INFRINGE ON ANY THUM PAR'T'Y COPYRIGHT OR OTHER INTELLECTUAL
PROPERTY RIGHT, CONTRACTOR SHALL FURTHER INDEMNIFY AND HOLD THE CITY
AND ITS OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM FOR
LOSS, DAMAGE, LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES,
INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT 1XV=D TO OFFICERS,
AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS,WHICH MAY ARISE
OUT OF ANY NEGLIGENT ACT,ERROR OR OMISSION IN THE PERFORMANCE OF THIS
AGREEMENT. CONTRACTOR SHALL DEFEND AT HIS OWN EXPENSE ANY SUITS OR
OTHER PROCEEDINGS BROUGHT AGAINST THE CI'T'Y, YTS OFFICERS, AGENTS AND
EMPLOYEES,OR ANY OF THEM,RESULTING FROM SUCH NEGLIGENT ACT,ERROR OR
OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH
MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN
CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR
OMISSION.
8. INDEPENDENT CONTRACTOR
Contractor shall perform all work and services hereunder as an independent contractor and not as an
officer,agent or employee of the City. Contractor shall have exclusive control of,and the exclusive right to
control, the details of the work performed hereunder and all persons performing same and shall be solely
responsible fol•the acts and omissions of his agents,employees and subeontractdrs. Nothing herein shall be
construed as creating a partnership or joint venture between the City and the Contractor,its agents,employees
and subcontractors;and the doctrine of respondent superior shall have no application as between the City and
the Contractor.
9. RNSURANCE
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 occmTence
$1,000,000 aggregate
10. PR.OMBITION OF ASSIGNMENT
Professional Services Agreement
Clty of Fort Worth and We Six See,LLC.
Page 3 of 5
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.
11, iciGHT 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 tight 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 a
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 t
advance notice of intended audits. l
12. CHOICE OF LAW;VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas. Should any action, at law or in equity, arise out of the terms of this Agreement, exclusive venue for
said action shall be in Tarrant County,Texas. 1
k
13. NOTICES
Any notices required to be given hereunder shall be given by certified mail, return receipt to the
following addresses:
To The CTI'Y: To CONTRACTOR:
City of Fort Worth
Attn: Valerie R. Washington,Assistant City Manager We Six See,LLC
1000 Throckmorton 3835 N Beltline Rd 1801
Fort Worth TX 76102-63 11 Irving,TX 75038
Facsimile: (817)392-8502 Facsunile: 469-777-3742
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14. il :YEACE>,BMFfY. I
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.
15. 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
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.
16. HE, NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
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Professional Services Agreement
City of Fort Worth and We Six See,LLC.
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17. AME,NDWI NTS.
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.
18. ENTIRETY OF AGREE,MT,NT.
This Agreement contains the entire understanding and agreement between the City and
Contractor, then- assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is herby declared null and void to the extent in conflict
with any provision of this Agreement.
EXECUTF,D on this,the 18111 day of December 2015.
CITY QF FORT WORTH: WE { ��L
By: By: a so oo an
Valerie R. Washington NAME Russell J. Coolman
Assistant City Manager
anager TITLE Vice President,WeSixSee, LLC
l
Date: SI 7 _ Date: 12/18/15
APPROVAL RECOMME BY:
By:
Joel F.Fitzgerald
Chief of Police
Date: /-r t
APPROVED AS TO
FORMRD11oncyI,1CG
By_ - 1
Victor Thi(,u-lnTy cic� `eD� l,t p�!J ►'1 c)}—
Assistant City Attorney Gt
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Contract Autliorizatiou:
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Date: G
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By: S�
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City Secret 8.T
t Professional services Agreement
Utv of Fort Wor h a e S e,LLC.
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX