HomeMy WebLinkAboutContract 48934 CI ► SECRETARv
CONTRACT IVO. J
PROFESSIONAL, SERVICES AGREEMENT BETWEEN THE CITY OF FORT
WORTH AND THE GRYPHON TRAINING GROUP INC.
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 GRYPHON
TRAINING GROUP, Inc. (the "Vendor"), acting by and through Gary Nolte, its duly authorized
principal.
1. SCOPE OF SERVICES
Vendor hereby agrees to conduct a training program focused on gang crime and its effect on the elderly
for law enforcement personnel beginning on March 27, 2017, and ending on March 28, 2017 ("Services").
Each day,Vendor shall provide training from 8:00 am to 5:00 pm, Central Standard Time. Services shall be
performed at the Bob Bolen Public Safety Training Complex located at 511 W.Felix Street,Fort Worth,Texas
76115("Premises").
2. TERM
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time, on March 28, 2017, unless terminated earlier in accordance with the terms of this
Agreement.
3. TERMINATION
City or Vendor may terminate this Agreement at any time and for any reason by providing ten(10)
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
4.1 Service Costs:
Cost for Services shall be $150.00 per person enrolled in the training. The City shall be entitled to
three(3)free slots for hosting the class.
4.2 Other Costs:
Refreshment breaks during the training session,if any, shall be the responsibility of City.
All lodging, per diem, materials, travel, incidental, and any other costs or fees, except as provided in this
agreement,shall be the sole responsibility of Vendor.
4.3 Payment:
Final payment for all services to be provided pursuant to this Agreement shall be made to Vendor
within thirty(30)days after the services are provided and Vendor provides City with an accurate invoice.
5. DUTIES AND OBLIGATIONS OF THE PARTIES.
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
Training Agreement
Gryphon Training Group
OFFICIAL RECORD 1
CITY SECRETARY
FT.WORTH,TX
by Vendor. The City shall not be required to purchase any new audio/visual equipment. Vendor agrees to
provide the City a list of necessary audio/visual equipment needed at least two (2)weeks prior to the start of
Services.The City agrees to notify vendor of any equipment that is not available within two days of receiving
the Vendor's list of necessary equipment. Vendor 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.
Vendor will provide at least one (1) qualified instructor("Instructor") for the training program who
will facilitate the Services.
Vendor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Vendor will provide course registration,administration,and certificates of completion,if appropriate.
The City shall provide TCOLE reporting of each student/participant's in the course.
The City will market the training to promote Services to law enforcement personnel.
Vendor shall not use the City of Fort Worth or City of Fort Worth's Police Department's logo without
prior written consent by the City's authorized representative. Nothing herein shall be construed to provide
consent for the use of the City's or Police Department's logo.
6. CLASS SIZE
The minimum enrollment for Services is 20 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
Services.
7. RELATIONSHIP
V e n d o r shall perform the work under this Agreement as an independent Contractor and
agrees that the City is free from all iability and damages resulting from or arising out of Vendor's willful
misconduct or neglect in the performance or activities hereunder.
8. LIABILITY AND INDEMNIFICATION.
VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY
LOSS,PR OPER TY DA MA GE,AND/OR PERSONAL INJURY,INCL UDING DEATH,
TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S),MALFEASANCE, OR INTENTIONAL MISCONDUCT OFVENDOR,
ITS OFFICERS,AGENTS,SERVANTS, OR EMPLOYEES.
VENDOR AGREES TO DEFEND,INDEMNIFY,AND HOLD THE CITY,ITS
OFFICERS,AGENTS,SERVANTS,AND EMPLOYEES HARMLESS AGAINST ANY
AND ALL CLAIMS,LAWSUITS,ACTIONS, COSTS,AND EXPENSES OF ANY KIND,
INCLUDING,BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCLUDING DEATH)
Training Agreement
Gryphon Training Group
2
THAT MAYRELATE TO,ARISE OUT OF, OR BE OCCASIONED BY(I)VENDOR'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR
(II)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,ASSOCIATES,EMPLOYEES, CONTRACTORS
(OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE
PERFORMANCE OF THIS AGREEMENT,EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,
AGENTS,EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE EVENT OF
JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY,
RESPONSIBILITY,IFANY,SHALL BE APPORTIONED COMPARATIVELYIN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN
SHALL BE CONSTRUED ASA WAIVER OF THE CITY'S GOVERNMENTAL
IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS.
This section shall survive the termination or expiration of this agreement.
9. OWNERSHIP OF PRESENTATION MATERIALS
Vendor hereby warrants that Instructor 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. Vendor 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 vendor utilizes for the actual presentation or to promote Vendor's products,
brands or services (collectively "presentation materials"). Vendor hereby grants the City an unrestricted,
irrevocable,non-exclusive right to use Vendor's name and to reproduce,display,market and use Vendor'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.
10. ACCESS
The access granted to Vendor pursuant to this Agreement shall be limited to the property defined as
Premises in Section 1 of this Agreement. Instructors for Vendor shall be escorted by a City employee at all
times while on Premises. The City employee escorting Vendor 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 CJIS 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.
Training Agreement
Gryphon Training Group
3
11. INSURANCE
VENDOR shall provide and deliver to the Agency 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:
General Requirements:
VENDOR shall furnish to City in a timely manner,but not later than the start of the term of this License,
certificates of insurance as proof that it has secured and paid for the policies of insurance specified herein. If
City has not received such certificates by such date,VENDOR shall be in default of the License and City may,
at its option,terminate the License. VENDOR shall maintain the following coverages and limits thereof:
Commercial General Liability Insurance-$1,000,000 each occurrence; $2,000,000 aggregate
Professional Liability(Errors and Omissions)-$1,000,000 per claim;$1,000,000 aggregate
The City of Fort Worth shall to be included as an additional insured on the Commercial General Liability
Insurance and Business Automobile Liability coverage.VENDOR agrees to a waiver of subrogation in favor
of the City on all policies required by this Agreement.
12. 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.
13. RIGHT TO AUDIT
Vendor 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 Vendor involving transactions relating to this Agreement at no additional
cost of the City. Vendor agrees that the City shall have access during normal working hours to all necessary
Vendor 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 Vendor reasonable advance notice of
intended audits.This provision shall survive any termination or expiration of this agreement.
14. NOTICES
Any notices required to be given hereunder shall be given by certified mail, return receipt to the
following addresses:
To The CITY: To VENDOR:
City of Fort Worth Gryphon Training Group
Attn: Valerie R.Washington,Asst. City Manager Attn: Gary Nolte
200 Texas Street 9431 S. 181St Street
Fort Worth TX 76102-6311 Goodyear,Arizona 85338
Facsimile: (817)392-8502 Phone: 623-518-3006
With copy to the City Attorney's Office.
Training Agreement
Gryphon Training Group
4
15. 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.
16. FORCE MAJEURE.
The City and Vendor 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.
17. 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.
18. 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.
19. GOVERNMENTAL POWERS.
Both Parties agree and understand that the City does not waive or surrender any of its governmental
powers by execution of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between the City and Vendor,
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.
21. 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 said action shall lie in Tarrant County,
Texas.
22. APPLICABLE LAW
This Agreement shall be construed under and in accordance with Texas law.
Training Agreement
Gryphon Training Group
5
23. 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 Parry is fully entitled to rely
on this warranty and representation in entering into this Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[Signature Page Follows]
Training Agreement
Gryphon Training Group
6
EXECUTED on this,the ✓ r day of V� '2017.
CITY O FORT WORTH: G TG GROUP
By: B .
Valerie R.Washington NAME: a
Assistant City Manager TITLE: Pr sident
Date: 31^pI 11- Date: . 7
RECOMMENDED ECOMMENDED BY:
By: 'j—*
-----��
Joel F. Fitzgerald
Chief of Police
Date: Al2 :?/&
APPROVED AS TO
FORM AND LEGALI
By:
Jo Ann P e"
Assis t City Attorney
Contract Authorization:
No M&C uired. ®'' ®
ATT T: �J Z
By:
M J. ayser ����
Ci Secretary
FORM 1295 Certification No.:NOT REQUIRED
This agreement legally does not require City Council approval.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
icer Dillo oney
Outside Trai ' g Coordinator
Fort Worth Police Department
Training Agreement
OFFICIAL.RECORD Gryphon Training Group
CITY SECRETARY 7
FT,WORM TQC