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HomeMy WebLinkAboutContract 47674 WY OECKIE Yid j CORM M J! JL PROFESSIONAL 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, acting by and through Valerie R. Washington, its duly authorized Assistant City Manager, and NORTHWESTERN UNIVERSITY, acting on behalf of the Center for Public Safety located at 1801 Maple Avenue, Evanston, Illinois 60208 ("NUCPS"), acting by and through Nim Chinniah its duly authorized Executive Vice President. 1. SCOPE OF SERVICES NUCPS agrees to conduct the School of Police Staff and Command("SPSC") for law enforcement personnel beginning on November 7, 2016 and ending on March 13, 2017 (Services"). NUCPS will fully perform all services and objectives described in Exhibit A, Proposal, which is attached hereto and incorporated herein. Services shall be performed at the Bob Bolen Public Safety Training Complex located at 505 W.Felix Street,Fort Worth,Texas 75115 ("Premises"). 2. TERM The period of performance shall begin on November 7, 2016 and shall end on March 18, 2017, unless terminated earlier in accordance with the terms of this Agreement. 3. TERD'IINATION City or NUCPS may terminate this Agreement at any time and for any reason by providing thirty (30)days written notice to the other party.Upon such termination,neither party shall be obligated to the other to perform under this Agreement. 4. COSTS Tuition for the SPSC shall be $4,100.00. The City shall be entitled to one free seat for hosting the class after 30 paid registrations, for a total enrollment of 31. Thereafter, the City is entitled to two (2) free seats after 34 paid registrations,for a total enrollment of 36. The City is entitled to three(3)free seats after 37 paid registrations, for a total enrollment of 40. The City is entitled to four (4) free seats after 40 paid registrations,for a total enrollment of 44.Total enrollment will not exceed 45 students.The City will indicate which agencies will be entitled to any earned free seats by the second week of SPSC. 5. DUTIES AND OBLIGATIONS OF THE CITY 5.1 The City agrees to advise all candidates of the local details pertaining to the program schedule, dates, and accommodations. 5.2 The City shall provide the classroom facilities and audio/visual equipment needed by NUCPS. 5.3 The City agrees to provide a contact person,who is not a member of the class,to assist NUCPS, as needed with the following activities: • Assist NUCPS staff with the setup of the classroom on the day before the first class; Professional Services Agreement OFFICIAL RECORD City of Fort Worth and Northwestern University CITY SECRETARY Page 1 of 10 FT.WORTH,TX • Distribute instructional materials to NUCPS instructors; • Inform NUCPS of student requests; • Provide limited clerical assistance, reproduction capabilities, and other assistance for NUCPS instructors as needed; • Mail materials to NUCPS; • Monitor exams when a NUCPS instructor is not available;and • Assist the Course Director with guest registration at graduation. 6. DUTIES AND OBLIGATIONS OF NUCPS 6.1 NUCPS agrees to present the SPSC on Premises on mutually agreeable dates. 6.2 NUCPS agrees to deliver the SPSC based on the course topics identified in Exhibit A. 6.3 NUCPS shall make all arrangements for selecting and obtaining instructors,preparation of instructor outlines, scheduling and coordination of instructor activities, and all other arrangements pertaining to instructor transportation and lodging. 6.4 NUCPS will have full responsibility for conducting lectures, discussions and work project sessions,and examinations for the course. 6.5 NUCPS agrees to prepare all necessary training aids and provide each registered course participant with course reference materials pertinent to the subject areas to be covered. 6.6 NUCPS shall provide the Center for Public Safety's certificate of successful completion to each student who fulfills the requirements of the course. 6.7 NUCPS will provide a graduation luncheon on the last day of the program at no additional cost the Host Agency. 6.8 NUCPS shall provide student grades to the chief executive of each sponsoring agency if the student has signed a "Student Authorization to Release Education Information" form. 6.9 NUCPS shall take the registrations for the course and collect payment from all students. 7. CLASS SIZE AND COMPOSITION The minimum enrollment for the SPSC is 25 law enforcement professionals. If, the enrollment minimum is not met,the parties agree to confer in good faith regarding whether to reschedule or cancel the SPSC. 8. STUDENT REOUIREMENTS All student participants in the SPSC shall be advised of the following: 8.1 The SPSC is a university-based education program intended for mid and upper-level supervisory personnel. 8.2 It is expected that SPSC students will: • Have at least two years of supervisory experience;and • Be prepared to complete upper-division(i.e.,junior and senior-level)university course work. Professional Services Agreement City of Fort Worth and Northwestern University Page 2 of 10 9. PERSONNEL NUCPS will provide qualified personnel to deliver the instruction required for the completion of the School of Police Staff and Command. NUCPS will also provide transportation and lodging for said instructors. 10. RELATIONSHIP NUCPS shall perform the work under this Agreement as an independent contractor and agrees that the City is free from all liability and damages resulting from or arising out of NUCPS willful misconduct or neglect in the performance or activities hereunder. 11. OWNERSHIP OF PRESENTATION MATERIALS NUCPS hereby warrants that NUCPS 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. NUCPS 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 NUCPS utilizes for the actual presentation or to promote NUCPS's products, brands or services (collectively "presentation materials"). NUCPS hereby grants the City an unrestricted, irrevocable, non-exclusive right to use NUCPS's name and to reproduce, display, market and use NUCPS'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. 12. ACCESS The access granted to NUCPS pursuant to this Agreement shall be limited to the property defined as Premises in Section 1 of this Agreement. Instructors for NUCPS shall be escorted by a City employee at all times while on Premises. The City employee escorting NUCPS instructors must be authorized to access Criminal Justice Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises contain one or more areas where CHS protected data is viewed, modified, and used. Furthermore, the parties acknowledge that Federal and State law set forth the access requirements for CJIS protected data. The parties agree to comply with all Federal and State law requirements regarding access to CJIS protected data. All instructors shall sign in and out at the front desk of Premises upon entry. Instructors shall carry a valid photo ID while on Premises. 13. INSURANCE NUCPS 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 occurrence Professional Services Agreement City of Fort Worth and Northwestern University Page 3 of 10 $1,000,000 aggregate 14. PROHIBITION OF ASSIGNMENT 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. 15. RIGHT TO AUDIT NUCPS 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 at reasonable times any directly pertinent books, documents, papers and records of NUCPS involving transactions relating to this Agreement at no additional cost of the City.NUCPS agrees that the City shall have access during normal working hours to all necessary NUCPS 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 NUCPS reasonable advance notice of intended audits. 16. NOTICES Any notices required to be given hereunder shall be given by certified mail, return receipt to the following addresses: To The CITY: To NUCPS: City of Fort Worth Michelle Camden Attn: Valerie R. Washington,Assistant City Manager Northwestern University 1000 Throckmorton Center for Public Safety Fort Worth TX 76102-6311 1801 Maple Ave, Evanston, II,60208 Facsimile: (817) 392-8502 s-camden@northwestern.edu 17. SEVERABILITY. 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. 18. FORCE MAJEURE. The City and NUCPS 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. Professional Services Agreement City of Fort Worth and Northwestern University Page 4of10 19. HEADINGS NOT CONTROLLING. Headings, and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. AMENDMENTS. 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. 21. ENTIRETY OF AGREEMENT. This Agreement contains the entire understanding and agreement between the City and NUCPS, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. EXECUTED on this,the day of 1 'I 1 12016. Professional Services Agreement City of Fort Worth and Northwestern University Page 5 of 10 CITY OF /FORT WORTH: CENTER FOR PUBLIC SAFETY: By: Gam/ By: I Valerie R. Washington Nim Ch 7n ah Assistant City Manager Executive Vice President Date: 3((11�6 Date: APPROV M RECOMENDED BY: X /�� By:Zz F�z, Chief Joel F.Fitzgerald Chief of Police Date: APPROVED AS AS TO FORM AND LEGALITY: By: Vvet�� Victoria D.Honey Assistant City Attorney '" r FO , ATT E By: "3/ �8 Mary J. a; er City Seer tart' 'o Contract Authorization: , No M&C Required Form 1295 Certification No: NOT REQUIRED This agreement does not require City Council approval. Exhibit A OFFICIAL R.COR CITY SECR PROPOSAL TO PRESENT ATEN-WEEK RY Professional Services Agreement WORTH, City of Fort Worth and Northwestern University Page 6 of 10 SCHOOL OF POLICE STAFF AND COMMAND The Northwestern University Center for Public Safety (NUCPS) submits this proposal to the Fort Worth Police Department to present a ten-week School of Police Staff and Command at a location provided by the Host Agency. This proposal identifies the curriculum of subjects for the ten-week program to be conducted during the period November 7, 2016 through March 13, 2017. General Responsibilities If selected to conduct this program, the Center for Public Safety agrees to: 1. Make all arrangements for selecting and obtaining instructors, preparation of instructor outlines, scheduling and coordination of instructor activities, and all other arrangements pertaining to instructor transportation and lodging. 2. Take all student registrations and collect all tuition monies for the course. 3. Have full responsibility for conducting lectures, discussions and work project sessions, and examinations for the course. 4. Prepare all necessary training aids and provide each registered course participant with course reference material pertinent for the subject areas covered. 5. Provide the Center for Public Safety's certificate of successful completion to all students fulfilling the requirements for completion of the course. 6. Provide a graduation luncheon on the last day of the program at no additional cost to the Host Agency. 7. Provide individual student grades for accredited courses to the chief executive of each sponsoring agency if the student has signed a "Student Authorization to Release Education Information" form. The Fort Worth Police Department or other authorized agency will: Professional Services Agreement City of Fort Worth and Northwestern University Page 7 of 10 1. Design and implement a promotion plan to make law enforcement agencies in the region aware of the location, dates, cost, and student qualifications for the proposed course. These activities should be initiated early enough to permit agencies to include the cost of the tuition in their office budgets. 2. Make arrangements for suitable classroom space, breakout rooms or areas, audiovisual equipment (including a microphone) and wireless internet connection at the training site. It is expected that the same classroom will be available for all ten weeks of the course. Such facilities are to be provided without financial obligations on the part of the NUCPS. 3. Provide limited clerical support and minimal document reproduction services at the training site. 4. Assign a contact person at the training site to assist the contractor, as needed, with the following activities: • assist the Center for Public Safety staff with the setup of the classroom on the day before the first class, • distribute grade sheets to the students, • distribute examinations and other materials to the instructors, if needed • inform the Center for Public Safety of student requests, • assist Center for Public Safety instructors as needed, • mail materials to the Center for Public Safety, and • monitor exams when a Center for Public Safety instructor is not available. 5. Provide clerical assistance for guest registration at the graduation site. Selection of SPSC Faculty The Center for Public Safety is a part of Northwestern University and, as such, its educational programs, both on-campus and off, are governed by the same policies and procedures that apply to all credit-based programs sponsored by the University. It is the policy of Northwestern University to retain complete and exclusive control over the selection of faculty for all courses, programs, symposia, and other forums sponsored by the University, which can be used to earn university credit. Northwestern University reserves the right to select faculty members without regard to age, gender, sexual orientation, race, color, ethnic background, religion, ancestry, political beliefs, residency, citizenship, veteran status, or disability. Student Requirements Professional Services Agreement City of Fort Worth and Northwestern University Page 8 of 10 The SPSC is a university-based education program intended for mid and upper-level supervisory personnel. It is expected that SPSC students will: • have at least two years of supervisory experience, and • be prepared to complete upper-division (i.e.,junior and senior-level) university course work. The SPSC is not appropriate for entry-level officers, deputies, or troopers. It is recommended that personnel who have recently been appointed to their first supervisory position attend the Center for Public Safety's Supervision of Police Personnel course rather than the SPSC. Upper division university course work presumes that a student has the following skills: • can write a 15-20 page research paper, or 5-8 page staff study; • can perform arithmetic operations and understand elementary algebraic notation; • can read, comprehend, and retain assigned materials based on textbooks, professional journals, trade magazines, and other sources; and • can schedule time to complete out-of-class reading and writing assignments. To insure that SPSC students have sufficient time to attend class and complete out-of-class assignments, students should be released from their normal job responsibilities. Class Size and Composition Experience indicates that the ideal class size for the SPSC course is approximately 30-45 students. Nondiscrimination The Center for Public Safety, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, religion, national origin, ancestry, age, sex, veteran status, or disability, in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Additional information about the cost and billing: Professional Services Agreement City of Fort Worth and Northwestern University Page 9 of 10 1. The Center for Public Safety is part of an educational institution, Northwestern University, which possesses an Illinois State Charter. 2. It is anticipated that 25 professionals and one program coordinator will be assigned to this program. 3. A total of 1035 hours will be devoted to this program; 350 instructional hours (7 hours per day, 5 days per week for 10 weeks), and 685 hours for administration, instructor preparation, and travel. 4. The Center for Public Safety will be personally liable for workers compensation, F.I.C.A., unemployment compensation, or any other payment of an employer/employee nature. 5. Subcontracts will not be utilized. Professional Services Agreement City of Fort Worth and Northwestern University Page 10 of 10