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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a home-
rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties,
Texas, acting by and through its duly authorized Assistant City Manager, and JEFF COLE
GROUP, LTD ("Consultant"), aOhio LTD , and acting by and through Jeff Cole its duly
authorized President. City and Consultant are each individually referred to herein as a "party"
and collectively referred to as the"parties." The term "Consultant" shall include the Consultant,
its officers, agents, employees, representatives, contractors or subcontractors. The term "City"
shall include its officers, employees, agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with
professional consulting services for lean six sigma training and summit presentation/training.
Specifically, Consultant will perform all duties outlined and described in the Statement of Work,
which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
referred to herein as the "Services." Consultant shall perform the Services in accordance with
standards in the industry for the same or similar services. In addition, Consultant shall perform the
Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If
there is any conflict between this Agreement and Exhibit A, the terms and conditions of this
Agreement shall control.
2. Term.
This Agreement shall commence upon Execution by both parties ("Effective Date") and
shall expire no later than September 30, 2018 ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties. This
Agreement may be renewed one time at the City's option.
3. Compensation.
The City shall pay Consultant an amount not to exceed $46,400.00 in accordance with
the provisions of this Agreement. Consultant shall not perform any additional services for the
City not specified by this Agreement unless theand a roves in writing the
JEFF COLE GROUP,LTD OFFICIAL RECORD
Professional Services Agreement—General CITY SECRETARY
Page 1 of 10 FT.WORTH,TX Rev. 1/2017
City Secretary Contract No.
additional costs for such services. The City shall not be liable for any additional expenses of
Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such
invoice. Consultant may charge interest on late payments not to exceed one percent (1%).
4. Termination.
4.1.Convenience . Either the City or Consultant may terminate this Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable
detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice
from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3 Fiscal Funding In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder, the City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
4.4 Duties and Oblisations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Consultant shall provide the
City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a
requirement to perform services hereunder, Consultant shall return all City provided data to the
City in a machine readable format or other format deemed acceptable to the City and certify that
all City data has been removed from Consultant's computers and other electronic devices.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement. In the event that any conflicts of interest arise after
the Effective Date of this Agreement, Consultant hereby agrees immediately to make full
disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products,
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 2 of 10 Rev. 1/2017
City Secretary Contract No.
materials, or methodologies proprietary to Consultant. The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain
any rights in such proprietary products, materials, or methodologies unless the parties have
executed a separate written agreement with respect thereto. Consultant, for itself and its
officers, agents and employees, agrees that it shall treat all information provided to it by the
City ("City Information") as confidential and shall not disclose any such information to a third
party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Consultant shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been
compromised, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from
further unauthorized disclosure.
6. Richt to Audit.
Consultant 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 the Consultant involving
transactions relating to this Agreement at no additional cost to the City. Consultant agrees that
the City shall have access during normal working hours to all necessary Consultant 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 Consultant not less than 10
days written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, employees, servants, contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any
officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 3 of 10 Rev. 1/2017
City Secretary Contract No.
any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any
employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractors.
8. Liability and Indemnification.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 OF CONSULTANT,
ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LA WSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCL UDING
ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Consultant
under which the assignee agrees to be bound by the duties and obligations of Consultant under
this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Consultant under
this Agreement as such duties and obligations may apply. The Consultant shall provide the City
with a fully executed copy of any such subcontract.
10. Insurance.
10.1 The Consultant shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 4 of 10 Rev. 1/2017
City Secretary Contract No.
1.Commercial General Liability with a combined limit of not less than $1,000,000 per
occurrence.
2.Automobile Liability Insurance with a combined limit of not less that $1,000,000 per
occurrence.
3.Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4.Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
5.Any other insurance as required by City.
1.2 General Insurance Requirements:
1.All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2.The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3.A minimum of Thirty (30) days 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. 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.
4.The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
5.Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6.Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Retiulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances,
rules or regulations, Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 5 of 10 Rev. 1/2017
City Secretary Contract No.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors
in interest, as part of the consideration herein, agrees that in the performance of Consultant's
duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. If any claim arises from an
alleged violation of this non-discrimination covenant by Consultant, its personal representatives,
assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn: Lynda Johnson at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-8966
TO CONSULTANT:
Jeff Cole Group, LTD
Attn:Jeff Cole
2160 Belleville Lane
Centerville, OH 45459
Facsimilie
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally
for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 6 of 10 Rev. 1/2017
City Secretary Contract No.
or surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis 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.
18. 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.
19. Force Maieure.
The City and Consultant 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.
20. 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.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or
exhibits hereto.
22. Amendments.
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 7 of 10 Rev. 1/2017
City Secretary Contract No.
No amendment of this Agreement shall be binding upon a party hereto unless such
amendment is set forth in a written instrument, and duly executed by an authorized representative
of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between.the City and
Consultant, 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.
24. Signature Authority.
The person signing this Agreement, and any amendment hereto, hereby warrants that
he/she has the legal authority to execute this Agreement on behalf of the respective party, and
that such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
25. Counterparts.
This Agreement may be executed in in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same. An executed Agreement,modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,
and reflects the signing of the document by any party. Duplicates are valid and binding even if an
original paper document bearing each party's original signature is not delivered.
26. Third Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Consultant, and their lawful successors or assigns, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
27. Survival.
Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
Executed in multiples this the �� day of 6-v s-C , 201_� .
JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 8 of 10 Rev.1/2017
City Secretary Contract No.
AGREED: AGREED:
CITY OF FORT WORTH: JEFF COLE GROUP, LTD:
By: By:
Susa nis Jeff1
Assistant
City Manager Presi t
Date: $4611-) Date: 8n 170 I7
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all n
performance and reporting requirements. By: v
Name r L
t4-, Title
Name of Employee
0� yX �(PRY•P(!9 EMILY PEDRO
Title NWq Pubk SM of OW
FART * * My CawWm BOW
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ATTEST: •
1—;' `i qTE OF
By: V` :*
M y ay
City SecretaryXPc,
APPRO D AS FORM AND LE ALITY:
By:
Jessica Sa vang
Assistant tv Attornev
CONTRACT AUTHORIZATION:
M&C: Not Required
Date Approved:
Form 1295 Certification No.
O"ICIAL RECORD
CITY SECRETARY
FT.
JEFF COLE GROUP,LTD WORTH,TX
Professional Services Agreement—General
Page 1 of 10 Rev. 1/2017
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
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JEFF COLE GROUP,LTD
Professional Services Agreement—General
Page 2 of 10 Rev. 1/2017
Exhibit A (7.31.2017)
Following are planned services and costs for the Jeff Cole Group, Ltd. to provide to the City of Fort Worth,Texas
in September, 2017.
TRAINING & COSTS: September, 2017
Summit Presentations(Sept. 21-22,2017):
• $200/Presentation x 6...................................................... $1200
• $130/day Travel Allowance x 2 days............................... $260
Lean Yellow Belt Session 1 (Sept. 18-20, 2017):
• Session 1 (up to 13 students): ........................................ $13,500
• Add'I Students (max 25):................................................. $750/per student
• Ex: Class of 25: Students 1-13: $13,500+ (12 * $750) =$22,500 Total
Lean Yellow Belt Session 2(Sept. 25-27,2017):
• Session 2 (up to 13 students): ........................................ $13,500
• Add'I Students (max 25): ................................................ $750/per student
• Ex: Class of 25: Students 1-13: $13,500+(12 * $750) =$22,500 Total
TOTAL TRAINING COST NOT TO EXCEED$46,460
PAYMENT TERMS:
Client to be invoiced after completion of the second Yellow Belt training. Payment terms are Net 30. Please
make payment to: The Jeff Cole Group, Ltd.
Lean Yellow Belt Sessions to include:
• Minor material customization
• Pre-course survey
• Pre and post-course videos
• Hard-copy Student binders
Yellow Belt tools and templates
• Yellow Belt Exam,evaluation and reporting
• Yellow Belt Project evaluation and certification
• Exercise materials
• (1) instructor including all travel expenses to a location of your choice within the United States
Continued on Page 2
Exhibit A Page 1
Exhibit A (7.31.2017) - Continued
Ft. Worth to handle all costs and logistics associated with providing:
• Training facility (preferred layout to be provided by instructor)
• Student parking and security procedures for facility entrance
• Projector and screen
• Flipcharts or whiteboards and markers
• Table and chair for instructor
• Any meals or refreshments for students
• Access to a photocopier
• Point of contact for logistics and receiving shipped student materials
• Student email addresses for pre and post-course surveys &communications
Exhibit A Page 2
s
FORT WORTH
ADDENDUM TO AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF FORT WORTH
AND
JEFF COLE GROUP, LTD
Notwithstanding any language to the contrary in the attached Agreement presented by Jeff Cole
Group, LTD ("Contractor"), the City of Fort Worth ("City" or "Client") and Contractor
(collectively the "Parties") hereby stipulate by evidence of execution of this Addendum
("Addendum")below by a representative of each party duly authorized to bind the parties hereto,
that the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement. In the event of a conflict between the language in the Agreement and this Addendum,
this Addendum shall control.
1. The Parties agree that the auto insurance and the workers' compensation insurance required
under Section 10 of this Agreement shall not be required.
2. Client agrees that Contractor will not be liable for any lost profits, or for any claim or demand
against Client by any other party. In no event will Contractor be liable for incidental or
consequential damages even if Client has been advised of the possibility of such damages. Client,
in the exercise of its business judgment, shall be solely responsible for the use of the information,
advice and recommendations provided by Contractor. This provisions shall not waive any
immunity that Client may have.
Executed this the "/ ?'-day of R'Wrz6 1� , 209.
CITY OF FORT WORTH: JEFF COLE GROUP, LTD:
By: By: zo-/1,/
san Alanis Jeff en Assistant City Manager Presi
Date: Q l(t ( 'a"u ( ^1 Date: �I yI 2,y 17
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.
Na e:
Title:
APPROV S TO FORM AND LEGALITY:
By:
Jessi Sangs ng
Assi t nt City Attorney II
ATTEST:
Ox F�RT yy
?�
By
Ma ayse , Ci Secreta
Form 1295: n/a
TEXPS
Contract Authorization: '
M&C: n/a
O"ICIAL RECORD
CITY SECRETARY
Tr, NDRT-43 TX
CFW Addendum
Page 2 of 2 Draft date 8/3/17