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HomeMy WebLinkAboutContract 49123 11b9 ,?q, CITY SECRETARY CONTRACT NO. P ESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF FORT cm RTH AND THE NATIONAL ASSOCIATION OF SCHOOL RESOURCE OFFICERS,INC. �Ly AGREEMENT made and entered into by and between National Association of School Z� « source Officers, Inc, a Florida non-profit corporation, whose address is 2020 Valleydale Road, floover, AL 35244, (hereinafter referred to as "NASRO"), and City of Fort Worth, a Texas municipal corporation, acting by and through its duly authorized Assistant City Manager, Valerie R. Washington (hereinafter referred to as "the AGENCY.") WITNESSETH: WHEREAS,the AGENCY desires to retain the services of NASRO to conduct a Basic School Resource Officer("SRO") Training Program consisting of 40 hours of classroom instruction and an Advanced SRO Training Program consisting of 24 hours of classroom instruction for School Resource Officers and other attendees; and, WHEREAS,NASRO has an established Training Program and has qualified instructors to meet the needs of AGENCY for the education of School Resource Officers designated by the AGENCY, NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, AGENCY and NASRO agree as follows: DEFINITIONS The term"Agency" shall include the City of Fort Worth, and its officers, agents, employees, and representatives. The term "NASRO" shall include NASRO, and its officers, agents, employees, representatives, servants, contractors, and subcontractors. The term "Party" shall refer to either Agency or NASRO. The term "Parties" shall refer to both Agency and NASRO. The term"Services" shall refer to the Basic SRO Training Program and the Advanced SRO Training Program. AGREEMENT 1. SCOPE OF SERVICES NASRO agrees to conduct two trainings for law enforcement personnel on the dates provided below: PSA Between the City of Fort Worth and NASRO Page 1 of 9 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX _. - _:__- ___ 6 Basic SRO Training Program: July 31 -August 4,2017 Advanced SRO Training Program: August 7-9,2017 Each day of each program listed above, NASRO shall provide training from 8:00 a.m. to 5:00 p.m. 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 p.m. Central Standard Time on August 9, 2017, unless terminated earlier in accordance with the terms of this Agreement. Execution of this contract after the dates of performance shall not render this contract void or voidable. 3. DEFAULT AND CANCELLATION a. Except as otherwise provided in this Agreement, if NASRO fails to perform any of the provisions of this Agreement or fails to administer and perform the trainings as set forth herein, it shall constitute default. Unless NASRO's default is excused by AGENCY, AGENCY may upon written notice immediately cancel this Agreement in its entirety. If NASRO only partially performs the Services outlined in this agreement, NASRO shall only be entitled to the actual amount of tuition costs for the number of students who received a complete training program, as described above. 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 temporary assignment to meet a local, regional or national emergency resulting in the cancellation or postponement of one or more training session. In such event, NASRO shall be entitled to receive compensation for those training sessions completed, and any out-of-pocket expenses incurred by NASRO 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, the law, state statute, 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 of the same, 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)days' prior written notice to the other party. PSA Between the City of Fort Worth and NASRO Page 2 of 9 4. CONTRACT ADMINISTRATION In order to coordinate the services of NASRO with the activities of AGENCY so as to accomplish the purposes of this Agreement, Lt. Leonard E. Elgin shall manage performance of this Agreement on behalf of AGENCY. Kerri Williamson shall coordinate performance by NASRO in this Agreement. 5. COSTS 5.1 Service Costs: AGENCY agrees to pay NASRO Four Thousand Seven Hundred Twenty Five Dollars ($4,725) as the minimum fee to conduct the two trainings listed above and shall include the tuition for up 7 students in the Basic SRO Course and up to 7 students in the Advanced SRO Course. In the event that the number of students permitted by the Agency to attend the Basic SRO training program exceeds the 7 students paid for by the minimum fee, AGENCY agrees to pay NASRO tuition of$375 for each addition Basic course student. In the event that the number of students permitted by the Agency to attend the Advanced SRO training program exceeds the 7 students paid for by the minimum fee, AGENCY agrees to pay NASRO tuition of$300 for each additional advanced course student. Under no circumstance shall Agency pay NASRO more than $99,999 under this agreement. 5.2 Other Costs: 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 NASRO. Refreshment breaks during the training session, if any, shall be the responsibility of AGENCY. 5.3 Payment: Final payment for all services to be provided pursuant to this Agreement shall be made to NASRO within thirty (30) days after the start of the Advanced SRO Course and receipt by Agency of an accurate invoice. 6. DUTIES AND OBLIGATIONS OF THE PARTIES. The Agency shall be responsible for providing the classroom facilities and audio/visual equipment needed by NASRO. The Agency shall not be required to purchase any new audio/visual equipment.NASRO agrees to provide the Agency a list of necessary audio/visual equipment needed at least two (2) weeks prior to the start of Services. The Agency agrees to notify NASRO of any equipment that is not available within two days of receiving the NASRO's list of necessary equipment. NASRO also agrees to provide the Agency with information regarding the classroom size necessary to conduct the training at least two (2)weeks prior to the start of Services. NASRO will provide at least one (1) qualified instructor ("Instructor") for each training program who will facilitate the Services. NASRO agrees to provide each registered course participant with course materials and PSA Between the City of Fort Worth and NASRO Page 3 of 9 supplies pertinent to the subject areas to be covered. NASRO will provide course registration, administration, and certificates of completion, if appropriate. The Agency is responsible for the promotion and marketing of this course. 7. CLASS SIZE The minimum enrollment for Services is 7 law enforcement professionals for the Basic SRO Course and 7 law enforcement professionals for the Advanced SRO Course. 8. INDEPENDENT CONTRACTOR 8.1 NASRO shall operate hereunder as an independent contractor and not as an officer, agent, or servant or employee of Agency. NASRO shall have exclusive control of, and the exclusive right to control,the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, subcontractors,program participants, licensees, or invitees. The doctrine of respondeat superior shall not apply as between Agency and NASRO, its officers,members, agents, servants, employees, subcontractors,program participants, licensees, or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between Agency and NASRO.No federal, state, or local income tax,nor any payroll tax of any kind, shall be withheld or paid by the Agency on behalf of Contractor. Contractor shall not be treated as an employee with respect to the services performed pursuant to this Agreement for federal or state tax purposes. It is expressly understood and agreed that officers,members, agents, employees, subcontractors, licensees, or invitees of the Contractor, and any program participant hereunder are not eligible for, and shall not participate in any employer pension,health, or other fringe benefit plan provided by Agency. It is expressly understood and agreed that no officer, member, agent, employee, subcontractor, licensee, or invitee of NASRO, nor any program participant hereunder is in the paid service of Agency and that Agency does not have the legal right to control the details of the tasks performed hereunder by NASRO, its officers,members, agents, employees, subcontractors,program participants, licensees, or invitees. 8.2 Agency shall in no way nor under any circumstances be responsible for any property belonging to NASRO, its officers, members, agents, employees, subcontractors, program participants, licensees, or invitees, which may be lost, stolen, destroyed, or in any way damaged. 9. LIABILITY AND INDEMNIFICATION. NASRO SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS,PROPER TYDANIAGE,AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OFNASRO,ITS OFFICERS,AGENTS,SERVANTS, OR EMPLOYEES. PSA Between the City of Fort Worth and NASRO Page 4 of 9 NASRO AGREES TO DEFEND,INDEMNIFY,AND HOLD THE AGENCY,ITS OFFICERS,AGENTS,SERVANTS,AND EMPLOYEES HARMLESSAGAINSTANY AND ALL CLAIMS, LAWSUITS,ACTIONS, COSTS,AND EXPENSES OFANYKIND, INCLUDING,BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO OWNER'S B USINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCL UDING DEATH) THAT MAYRELATE TO,ARISE OUT OF, OR BE OCCASIONED BY(I)NASRO'S BREACH OFANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCOND UCT OF NASRO,ITS OFFICERS,AGENTS,ASSOCIATES,EMPLOYEES, CONTRACTORS (OTHER THAN THE AGENCI), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT;EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANYLIABILITY 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 CONSULTANT AND AGENCY,RESPONSIBILITY,IFANY, SHALL BEAPPORTIONED COMPARATIVELYINACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED ASA WAIVER OF THE AGENCY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS. NASRO shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of Agency in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 10. NON-DISCRIMINATION 10.1 In accordance with the federal, state, and local laws and ordinances,NASRO covenants that neither it nor any of its officers, members, agents, employees, program participants, or subcontractors, while engaged in performing this Agreement shall in connection with the employment, advancement, or discharge of employees, in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, statutory requirement, or statutory or ordinance exception. 10.2 NASRO will not unlawfully discriminate against any person or persons because of age, race, color, religion, sex, disability, national origin, or sexual orientation, nor will NASRO permit its officers, members, agents, employees, subcontractors, or program participants to engage in such discrimination. 11. 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 PSA Between the City of Fort Worth and NASRO Page 5 of 9 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. 12. ACCESS The access granted to NASRO pursuant to this Agreement shall be limited to the property defined as Premises in Section 1 of this Agreement. Instructors for NASRO shall be escorted by a Agency employee at all times while on Premises. The Agency employee escorting NASRO instructors must be authorized to access Criminal Justice Information Set-vices ("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. 13. INSURANCE NASRO 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: NASRO shall furnish to Agency in a timely manner, but not later than the start of the term of this Agreement, 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, NASRO shall be in default of the License and City may, at its option, terminate the License. NASRO 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 - Business Automobile Liability- $1,000,000 each accident on a combined single limit(or) $250,000 Property Damage and $500,000 Bodily Injury per person per occurrence. Insurance policy shall be endorsed to cover"Any Auto"defined as autos owned, hired, and non-owned when said vehicle is used in the course of the event Licensed herein. PSA Between the City of Fort Worth and NASRO Page 6 of 9 The City of Fort Worth shall to be included as an additional insured on the Commercial General Liability Insurance and Business Automobile Liability coverage.NASRO agrees to a waiver of subrogation in favor of the City on all policies required by this Agreement. 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 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 at reasonable times any directly pertinent books, documents, papers and records of NASRO involving transactions relating to this Agreement at no additional cost of the Agency. NASRO agrees that the Agency shall have access during normal working hours to all necessary NASRO facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Agency shall give NASRO reasonable advance notice of intended audits. This provision shall survive any termination or expiration of this agreement. 16. NOTICES Any notices required to be given hereunder shall be given by certified mail, return receipt to the following addresses: To The Agency: To NASRO: City of Fort Worth James M. Canady Attn: Valerie R. Washington Executive Director Assistant City Manager National Association of School 200 Texas Street Resource Officers, Inc. Fort Worth TX 76102-6311 2020 Valleydale Road, Ste. 207A With Copy to Agency Attorney's Office Hoover, AL 35244 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 Agency and NASRO 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 PSA Between the City of Fort Worth and NASRO Page 7 of 9 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. 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. 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. 22. ENTIRETY OF AGREEMENT. This Agreement contains the entire understanding and agreement between the Agency and NASRO, 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. 23. 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. 24. APPLICABLE LAW This Agreement shall be construed under and in accordance with Texas law. 25. 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] PSA Between the City of Fort Worth and NASRO Page 8 of 9 Executed on the 2 day of� , 2017. CITY OF FORT WORTH: NATIONAL ASSOCIATION OF SCHOOL RE CE OFFICERS, I By: �(Y� By. Valerie R. Washington Ja s M. Canady Assistant City Manager E cutive Director Date: qt 1)4 l- Date: 4/, ZD`7 APPROVAL RECOMMENDED: WITNESS: By: J �Z��—�C' By: Chief Joel F. Fitzgerald Kerri Williamson Chief of Police Training Coordinator Date: J� �Z / Date: /7/1 7 APPROVED AS TO FORM AND LEGAL Y: By: A P Assistant Cit orney ATTEST: ��OF ��RT By: ar er City cretary $ Contract Authorization: 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, incl ng ensuring all performance and reporting requirements. Lt. eonard . gin OFFICIAL.RECORD Fort Worth Police Depart nt CITY SECRETARY FT.WORTH,TX PSA Between the City of Fort Worth and NASRO Page 9 of 9