HomeMy WebLinkAboutContract 49008 CRY SECRETARY
CONTRACT NO., `N
PROFESSIONAL SERVICES AGREEMENT
\s, This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by acid between the CITY OF FORT WORTH("City"),a home rule municipal corporation, acting by
§ and through Valerie R. Washington, its duly authorized Assistant City Manager, and THE CENTER
FOR AMERICAN AND INTERNATIONAL LAW, acting on behalf of the Institute for Law
Enforcement Administration (ILEA) located at 5201 Democracy Drive, Plano, Texas 75024
("Contractor"), acting by and through Gregory Smith, its duly authorized Vice President. For
purposes of this Agreement, the term Contractor shall include Contractor, its authorized representatives,
officers, employees, and instructors who provide services on Contractor's behalf. The term City shall
include its authorized representatives, officers, employees, and directors.
1, SCOPE OF SERVICES
Contractor agrees to conduct "Reset the Clock: Replace Liability with Credibility" for law
enforcement personnel beginning on August 10,2017 and ending on August 11,2017("Services").Each day,
Contractor 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 75115("Premises").
2. TERM
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time, on August 11, 2017, unless terminated earlier in accordance with the terms of this
Agreement.
3. TERMINATION
City or Contractor 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
Tuition for Services shall be$499.00 for Institute for Law Enforcement Administration members and
$599.00 for non-members. The City shall be entitled to five (5) free slots for hosting the class after 30 paid
registrations. The City is entitled to three(3)free slots for hosting the class after 20 paid registrations.
5. DUTIES AND OBLIGATIONS OF THE PARTIES.
The City shall be responsible for providing the classroom facilities and audio/visual equipment
needed by Contractor.The City shall not be required to purchase any new audio/visual equipment.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. The City agrees to notify Contractor of any equipment that is not available within two days
of receiving the Contractor's list of necessary equipment. 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.
City shall provide breakfast and/or break items.
OFFICIAL RECORD Training Agreement
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FT.WORTH,TX
Contractor will provide at least one (1) qualified instructor ("Instructor") for the training program
who will facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
Contractor shall provide TCOLE reporting of each student/participant in the course.
Contractor will provide marketing efforts to promote Services.
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
Contractor 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 Contractor's
willful misconduct or neglect in the performance or activities hereunder.
8. OWNERSHIP OF PRESENTATION MATERIALS
Contractor 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. 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. In presenting the presentation materials,Contractor
through its Instructor, shall acknowledge and make clear to those persons attending the training,the items set
forth in Exhibit "A," which is attached hereto and incorporated herein, in which the City's rules and/or
regulations differ from the presentation materials.
9. ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section I of this Agreement.Instructors for Contractor shall be escorted by a City employee at
all times while on Premises. The City employee escorting Contractor's instructors must be authorized to
access Criminal Justice Information Services ("CJIS") protected data. The parties acknowledge and
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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.
10. INSURANCE
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 occurrence; $1,000,000 aggregate
- Professional Liability(Errors and Omissions)-$1,000,000 per claim; $1,000,000 aggregate
11. 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 shal l be nul I and void.
12. RIGHT 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 right 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
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
advance notice of intended audits. This provision shall survive any termination or expiration of this
agreement.
13. NOTICES
Any notices required to be given hereunder shall be given by certified mail, return receipt to the
following addresses:
To The CITY: To CONTRACTOR:
City of Fort Worth The Center for American International Law
Attn: Valerie R. Washington,Asst. City Manager Gregory Smith,Vice President
200 Texas Street 5201 Democracy Dr., Plano,TX 75024
Fort Worth TX 76102-6311 Phone: 814-863-0079
Facsimile: (817)392-8502 Facsimile: 814-863-0079
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14. 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.
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. 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.
17. 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.
18. 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.
19. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between the City and
Contractor, 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.
20. 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.
[Signature Page Follows]
EXECUTED on this,the day of , 2017.
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CITY OF FORT WORT THE CENTER FOR AMERICAN AND INTER T NAL AW:
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By: V�`V B
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Valerie R. Washington Gregory Smi
Assistant City Manager Vice Preside t
Date: l{ Date: 91"�7y-'j
APPROV L RECOMMENDED BY:
By: 11�
Joel F. Aitzgerald
Chief of Police
Date: 6q—to—12
APPROVED AS TO
FORM D LEGALITY:
By: 41
Jhos Ho d
As stant City Attorney FOR
ATTE ��0 .••..... T�
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By: —I
Mary J.Kayser
City Secretary
Contract Authorization:
No M&C required.
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. OFFICIAL RECORD
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EXHIBIT"A"
The parties acknowledge that the presentation materials to be provided for this training conflict with
certain rules and regulations of the City of Fort Worth and the Fort Worth Police Department. Contractor,
through its Instructor, agrees to acknowledge those conflicting matters and to clarify the items below to
those persons participating in the training in accordance with this Exhibit.
1. Page 1:2.4 - This page mentions "at-will" employment. In Fort Worth, police officers who have
completed their probationary period are not at-will employees. Their employment is governed by
Chapter 143 of the Texas Local Government Code and the Meet and Confer Labor Agreement
between the City of Fort Worth and the Fort Worth Police Officers Association.
2. Page 2:2.7 — The City of Fort Worth is a governmental entity subject to the Texas Public
Information Act (the "Act"). Telling course participants that "no one without a legitimate
business need to know will be told" is inconsistent with the City's obligations under the Act.
Additionally, there may be litigation discovery rules that could impact the disclosure of certain
types of information.
3. Page 3:2.13 —On this page, participants are encouraged to "retain all interview-related materials
for one year." The City has a Records Retention Policy that governs retention of City records. In
the case of interview-related materials, the materials must be retained for at least two years from
the date of the employment decision.
4. Page 3:3.3 — This page states that "it is appropriate to take minority and/or female status into
consideration when making selection decisions in accordance with an AAP objective." The City
does not have an AAP.
5. Page 4:2.6 — On this page, there is recommended language to use when an employee displays a
recorder. The City's rules regarding the use of recorders are found in the City's Personnel Rules
and Regulations and within the Meet and Confer Labor Agreement between the City of Fort
Worth and the Fort Worth Police Officers Association.
6. Page 4:3.6—This page encourages participants to"retain your records for at least two years."The
City instructs its employees to retain records in accordance with its Record Retention Policy.
7. Page 4:3.6—This page provides recommended language to be used if a departing employee asks
about their eligibility for rehire. The rehire of police officers is subject to the requirements of
Chapter 143 of the Texas Local Government Code and Chapter 1701 of the Texas Occupations
Code.
8. Page 4:3.7—On this page, there is recommended language to be used when a reference request is
received. The City's Personnel Rules and Regulations govern reference checks.
9. Page 4:3.9 — This page encourages participants to say "the issue is confidential and it would be
inappropriate for us to discuss this further" when asked why an employee was terminated. As
mentioned, the City is subject to the Public Information Act. The reason for an employee's
termination is likely public information.
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10. Page 5:2.5 —This page recommends putting employees who admit being under the influence on
administrative leave. The City has a comprehensive Alcohol Misuse and Drug Abuse Policy.
Employees who admit alcohol and/or drug use are dealt with in accordance to the City's policy.
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