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HomeMy WebLinkAboutContract 47727 Zs4ss� CITY SECRETARY �Q RECEIVED o CONTRACT NO. jvj IN APR 2 81016 TRAINING SERVICES AGREEMENT n , THIS T G SERVICES AGREEMENT ("Agreement") is made and entered into by the �9 Natio sociation of School Res�.u,�se Officers, Inc., a Florida non-profit corporation, whose is'2020 Valleydale Road, Hoover, AL 35244, ("NASRO"), and the City of Fort Worth, a Texas municipal corporation, acting by and through its duly authorized Assistant City Manager, Valerie R. Washington on behalf of the Fort Worth Police Department ("AGENCY.") WITNESSETH: WHEREAS, the Fort Worth Police Department ("FWPD") provides School Resource Officers ("SROs") to area school districts to provide a safe educational environment for students at schools within Fort Worth; WHEREAS, the Agency is committed to providing training, education, and resources to its SROs to enhance their knowledge, skills, and abilities; and WHEREAS, NASRO has an established the Advanced School Resource Officer Training Program ("Training Program"), which consists of 24 hours of classroom instruction for SROs. NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, AGENCY and NASRO agree as follows: 1. SCOPE OF SERVICES NASRO agrees to conduct the Training Program for FWPD employees beginning on August 8, 2016 and ending on August 10, 2016 ("Services"). NASRO shall provide 24 hours of classroom instruction. Each day of Services shall consist of eight (8) hours of classroom instruction. Services shall be performed at the Bob Bolen Public Safety Training Complex located at 505 W. Felix Street, Fort Worth, Texas 76115. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A", Course Outline, more specifically describing the Services to be provided hereunder. 2. TERM This Agreement shall commence on March 24, 2016 and shall end on October 1, 2016. 3. COMPENSATION AGENCY agrees to pay NASRO compensation in the amount of Eight Thousand Dollars ($8,000.00), which represents the minimum guarantee to NASRO, to conduct said Training Program. This minimum guaranteed payment includes the training of thirty (30) SROs at a tuition rate of $266.66 each. In the event that the number of SROs permitted by the Agency to attend the training pro ram s thirty (30) SROs, the OFFICIAL RECORD Training Services Agreement CITY SECRETARY Page 1 of 9 NASRO and City of Fort Worth-2016 FT,WORTH,TX AGENCY agrees to pay NASRO Two Hundred Sixty Six Dollars and Sixty Six Cents ($266.66) for each additional SRO from AGENCY attending the Training Program. Compensation for Services shall be due within thirty (30) days of the uncontested performance of the particular services and receipt by the AGENCY of NASRO's invoice for payment. 4. DUTIES AND OBLIGATIONS OF THE PARTIES NASRO: A. NASRO will provide at least one (1) qualified instructor to conduct the Training Program. B. All SRO materials, instructor's per diem, lodging, travel, and any incidental expenses shall be the sole responsibility of NASRO. C. NASRO shall provide AGENCY with a list of necessary audio/visual equipment needed at least two (2)weeks prior to the start of the Training Program. D. NASRO will to provide AGENCY information regarding the classroom size necessary to conduct the Training Program at least two (2)months before the start of the Training Program. AGENCY: A. AGENCY shall provide classroom facilities and audio/visual equipment needed by NASRO for each session of the Training Program. B. Refreshment breaks for each session, if any, shall be the responsibility of AGENCY. 5. INDEPENDENT CONTRACTOR NASRO shall select the means, method, and manner of performing the services herein. Nothing is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting NASRO as the agent, representative, or employee of AGENCY for any purpose or in any manner whatsoever. NASRO is to be and shall remain an independent contractor with respect of all services performed under this Agreement. NASRO represents that it has, or will secure at its own expense, all personnel required in performing services under this Agreement. Any and all personnel of NASRO or other persons while engaged in the performance of any work or services required by NASRO under this Agreement shall have no contractual relationship with AGENCY and shall not be considered employees of AGENCY. Any and all claims that may or might arise under the state workers' compensation law on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against NASRO, its officers, agents, contractors, or employees shall in no way be the responsibility of AGENCY. NASRO SHALL DEFEND, INDEMNIFY, AND HOLD AGENCY, ITS OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL SUCH CLAIM TO THE EXTENT OF ITS GENERAL LIABILITY INSURANCE LIMITS. Such personnel or other persons shall neither Training Services Agreement Page 2 of 9 NASRO and City of Fort Worth-2016 require nor be entitled to any workers' compensation, rights, or benefits of any kind whatsoever from AGENCY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers' compensation or disability claims. Nothing herein shall be construed as creating a partnership or joint venture between the AGENCY and NASRO, its officers, agents, employees and sub-consultants (or subcontractors), and doctrine of respondent superior has no application as between the AGENCY and NASRO. 6. NON-DISCRIMINATION NASRO, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, sexual orientation, color or national origin, nor will NASRO permit its officers, agents, employees, independent contractors, or subcontractors to engage in such discrimination. 7. INSURANCE NASRO agrees at all times to carry Comprehensive General Liability Insurance issued in the amounts and by a company or companies satisfactory to AGENCY. A Certificate of Insurance will be provided to AGENCY. NASRO shall provide AGENCY with one or more certificates of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 7.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 (b) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease -per each employee $500,000 Disease -policy limit This coverage may be written as follows- Workers ' ollows:Workers ' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Alabama Workers' Compensation Law. 7? Certificates. Certificates of Insurance evidencing that the NASRO has obtained all required insurance shall be delivered to the City prior to NASRO proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days Training Services Agreement Page 3 of 9 NASRO and City of Fort Worth-2016 notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto NASRO's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 8. LIABILITY AND INDEMNIFICATION NASRO SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OFNASRO,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. NASRO AGREES TO DEFEND, INDEMNIFY, AND HOLD THE AGENCY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,ACTIONS, COSTS,AND EXPENSES OF ANY KIND,INCL UDING, B UT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) NASRO'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF NASRO, ITS OFFICERS, AGENTS, ASSOCMIES, EMPLOYEES, CONTRACTORS (OTHER THAN THE AGENCY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LL4BILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE AGENCY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH NASRO AND AGENCY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE AGENCY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS Section 8 shall survive the termination or expiration of this Agreement. 9. OWNERSHIP OF PRESENTATION MATERIALS NASRO hereby warrants that NASRO 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. NASRO 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 NASRO utilizes for the actual presentation or to promote NASRO's products, brands or services (collectively "presentation materials"). NASRO hereby grants the AGENCY an unrestricted, irrevocable, non-exclusive right to use NASRO's name and to reproduce, display, market and use NASRO's presentation materials for the sole purpose of performing the AGENCY's responsibilities under this Agreement and for promoting the scheduled event. The AGENCY 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. Training Services Agreement Page 4 of 9 NASRO and City of Fort Worth-2016 10. RECORDS—RIGHT TO AUDIT NASRO agrees that the Agency 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 NASRO involving transactions relating to this Agreement. NASRO agrees that the Agency shall have access during normal working hours to all necessary NASRO facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The AGENCY shall give NASRO reasonable advance notice of intended audits. NASRO further agrees to include in all its subcontracts hereunder a provision to the effect that the subconsultant agrees that the AGENCY shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that AGENCY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. AGENCY shall give subconsultant reasonable advance notice of intended audits. Section 10 shall survive the termination or expiration of this Agreement. 11. NON-ASSIGNMENT Neither party may assign, subcontract, transfer, or pledge this Agreement and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the other party. 12. MERGER AND MODIFICATION a. It is understood that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. b. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. 13. DEFAULT AND CANCELLATION a. Except as otherwise provided in this Agreement, if NASRO cancels the Agreement or fails to administer and perform the Training Program as set forth herein, it shall constitute default. AGENCY may, upon written notice, (a) demand specific performance by NASRO that the Training Program be conducted at a later date agreed on by the parties, but no later than August 17, 2015, or (b) cancel the Agreement in its entirety with no cost to the AGENCY. In the event that AGENCY cancels this Agreement prior to the Training Program or fails to perform its obligations pursuant to this Agreement, NASRO may elect to (a) terminate performance under this Agreement, or (b) invoice AGENCY for the actual cost incurred by NASRO to the date of termination, plus a twenty percent (20%) administrative fee. Training Services Agreement Page 5 of 9 NASRO and City of Fort Worth-2016 b. AGENCY and NASRO acknowledge that the instructors and participants may be active law enforcement officers who by virtue of their occupation may, at any time during the term of this Agreement, be subject to temporary assignment to meet a local, regional or national emergency resulting in the cancellation or postponement of one or more training sessions. In such event, NASRO shall be entitled to receive compensation at a prorated rate for those training sessions actually completed prior to cancellation or postponement of one or more training sessions. C. The above remedies shall be in addition to any other right or remedy available to NASRO and AGENCY under this Agreement, Texas law, federal law, and/or in law or equity. d. The parties' failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. e. This Agreement may be canceled with or without cause by either party upon thirty (30) day's prior written notice to the other party. 14. CONTRACT ADMINISTRATION In order to coordinate the services of NASRO with the activities of AGENCY to accomplish the purposes of this Agreement, AGENCY shall designate someone in writing to NASRO that shall manage performance of this Agreement on behalf of AGENCY. Likewise, NASRO shall designate someone in writing to AGENCY that shall coordinate performance by NASRO in this Agreement. 15. NOTICES Any notice or demand which must be given or made by a party under the terms of this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices shall be sent as follows. As To AGENCY: As To NASRO: Valerie R. Washington James M. Canady Assistant City Manager Executive Director 1000 Throckmorton National Association Fort Worth, Texas 76102 Resource Officers Inc 2020 Valleydale Road, Suite 207A Hoover, AL 35244 Training Services Agreement Page 6 of 9 NASRO and City of Fort Worth-2016 16. VENUE AND JURISDICTION Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. APPLICABLE LAW This Agreement shall be construed under and in accordance with Texas law. 18. FORCE MAJEURE Performance pursuant to this Agreement by either party is subject to acts of God, war, government regulation, disaster, strike, civil disorder, curtailment of transportation facilities, elimination of government funding or travel restriction, acts or threats of terrorism, governmental travel advisories, any health threat declaration or pandemic (e.g. SARS) in the jurisdiction of the AGENCY or on a national or regional basis that causes a reduction of attendees or other causes beyond the parties' reasonable control thus making it impractical or illegal to perform its obligations under this Agreement; or for any frustration of purpose for which the Training Program is being held. In such event, either party may cancel this Agreement without penalty or liability for any one or more of such reasons by written notice within three (3) days or as soon as practical from one party to the other of such occurrence or receipt of notice of any of the above occurrences. For use in this Agreement, the word "purpose" as referenced above is defined to mean the ability of NASRO to hold a successful Training Program at the Fort Worth Police and Fire Academy or in the Fort Worth metropolitan area. This would include a group perception of the safety of persons and property in and around the AGENCY as a result of an actual or threatened man-made or natural disaster changing the atmosphere or environment of the AGENCY and surrounding areas, or any other situation affecting the reputation of the AGENCY in the national community, or any unforeseen event or series of events that affects or the ability of NASRO to conduct a successful Training Program. 19. GOVERNMENTAL POWERS Both Parties agree and understand that the AGENCY does not waive or surrender any of its governmental powers by execution of this Agreement. 20. DISCLOSURE OF CONFLICTS NASRO hereby warrants to the AGENCY that NASRO has made full disclosure in writing of any existing or potential conflicts of interest related to NASRO's provision of the Training Program. In the event that any conflicts of interest arise after the execution of this Agreement, NASRO hereby agrees to make full disclosure to the AGENCY in writing immediately upon learning of such conflict. Training Services Agreement Page 7 of 9 NASRO and City of Fort Worth-2016 21. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her 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. 22. COMPLIANCE WITH LAWS, ORDINANCES,RULES, AND REGULATIONS NASRO, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of AGENCY. It is agreed and understood that, if AGENCY calls to the attention of NASRO any such violation on the part of NASRO or any of its officers, agents, servants, employees, or subcontractors, then NASRO shall immediately desist from and correct such violation. IN WITNESS WHEREOF, the parties have executed this Agreement on the �1fff—lay of a^ C- . APPROVED AND AGREED NATIONAL ASSOCIATION OF CITY OF FORT WORTH: SCHO RESOURC FICERS, INC. By: V6061-��� By: Valerie R. Washington James . Canady Assistant City Manager Executive Director Date: WITNESS: APPR V NDE By: 7 2h1i,t- C%CJ Kerri Williamson By: Training Coordinator Chief JoeU. Fitzgerald Chief of Police CONTRACT AUTHORIZATIO Date: QF F®� • No M&C Required APPROVED AS TO FORM AND (j� 8 , LEGALI111 ATTES 000 : 0000000 Lt�SNA �3.F^/�rcmEY�- By: VQ,Assistant City Attorney Mary J. yse Date: City Secretary `� L u Date: 6�C rOFFICIAL RECORD Training Services Agreement SECRETARY Page 8 of 9 NASRO and City of Fort Worth-2016 WORTtII TX Form 1295 Certification No: NOT This agreement does not require City REQUIRED Council approval. Exhibit A Course Outline 24-Hour School Resource Officer Advanced SRO Training Day One 8:00am 9:00 am Registration, Welcome, Introductions, Course Overview 9:00am 10:30am Leadership and Working Effectively with the School Community 10:30am 12:00pm General Legal Updates 12:00pm 1:00pm Lunch 1:00pm 2:00pm General Legal Updates 2:00pm 5:00pm Interviewing Skills for the School Resource Officer Day Two 8:00am 10:00am Technology and Social Media 10:00am 12:00am Threat Assessment 12:00pm 1:00pm Lunch 1:00pm 2:00pm Threat Assessment 2:00pm 5:00pm Incident Command System for Schools Day Three 8:00am 12:00am Crime Prevention Through Environmental Design (CPTED) 12:00pm 1:00pm Lunch 1:00pm 3:00pm CPTED: Practical Exercises and Reports 3:00pm 5:00pm Sills Assessment Agenda subject to change at the discretion of the instructor Training Services Agreement Page 9 of 9 NASRO and City of Fort Worth-2016