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HomeMy WebLinkAboutContract 49641 CITY SECRETARY CONTRACT NO. 44 PROFESSIONAL SERVICES AGREEMENT 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 18 Systems Consulting, ("Contractor"), a Texas Company, acting by and through Jonathan Wilson, its duly authorized Owner. RECITALS WHEREAS,the City has a desire to further train City personnel in Tactical Combat Casualty Care and Tactical Emergency Casualty Care; WHEREAS,Contractor provides Tactical Combat Casualty Care and Tactical Emergency Casualty Care Training through his work as the Owner of 18 Systems Consulting;and WHEREAS, Contractor's Tactical Combat Casualty Care and Tactical Emergency Casualty Care Training is designed to help the City familiarize current police personnel with conducting casualty care within a hostile environment in accordance with established guidelines. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: 1. SCOPE OF SERVICES Contractor agrees to provide Tactical Combat Casualty Care and Tactical Emergency Casualty Care Training to Fort Worth Police Department("FWPD") employees beginning on October 2, 2017 and ending on October 4, 2017 ("Services"). Each day Contractor shall provide Services from 8 am to 5 pm, Central Standard Time. In-person services shall be performed at the Bob Bolen Public Safety Training Complex located at 505 W.Felix Street,Fort Worth,Texas 76115("Premises"). Specifcially,Contractor will perform all duties outlined and described in"Course Overview",which is attached hereto as Exhibit A. 2. TERM This Agreement shall become effective upon execution by both parties and shall expire on October 4, 2017. 3. COMPENSATION The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed$7,300.00(Seven thousand three hundred and 00/100)dollars. Such rate shall include all fees and expenses associated with this agreement. Payment for Services shall be due within thirty (30) days of uncontested performance of the particular services so ordered and receipt by the City of Contractor's invoice for payment. 4. TERMINATION A 5 6 7 8 ,9 ity or Contractor may terminate this Agreement at any time up to ten(10)working days prior to the scdu ent for any reason by notice in writing to the other party. Upon such termination, neither party Professional Services Agreement a sip�'FjV� ' City of Fort Worth and 18 Systems Consulting Cj 2 I' OFFICIAL RIECORD Page 1 of 6 �IYSF 9T�� CITY SECRETARY � �9FTgp�9TH ., F 1: WORTH, TX o� CU shall be obligated to the other to perform under this Agreement.If Contractor terminates less than 10 working days prior to the scheduled event,then Contractor shall be liable for any costs or losses the City may incur for replacing Contractor at the scheduled event. If the City terminates less than 10 working days prior to the scheduled event,then the City shall pay contractor any amounts due at the time of termination. In no event shall Contractor be entitled to lost or anticipated profits nor shall the City be otherwise liable for indirect, special, or consequential damages should the City choose to exercise its option to terminate. 5. DUTIES AND OBLIGATIONS OF THE PARTIES Contractor will provide qualified instructors for the training program who will facilitate the Services. The City shall be responsible for providing the classroom facilities and audio/visual equipment needed by Contractor. 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. 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. 6. OWNERSHIP OF PRESENTATION MATERIALS Contractor hereby warrants that Contractor 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. 7. ACCESS The access granted to Contractor pursuant to this Agreement shall be limited to the property defined as Premises in Section 1 of this Agreement. Contractor shall be escorted by a City employee at all times while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises contains 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. Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a valid photo ID while on Premises. Professional Services Agreement City of Fort Worth and 18 Systems Consulting Page 2 of 6 8. INDEMNIFICATION; LIABILITY CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY CLAIM THAT THE PRESENTATION MATERIALS INFRINGE ON ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT. CONTRACTOR SHALL FURTHER INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM FOR LOSS, DAMAGE, LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS,WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL DEFEND AT HIS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION. Section 7 shall survive the termination or expiration of this Agreement. 9. INDEPENDENT CONTRACTOR Contractor shall perform all work and services hereunder as an independent contractor and not as an officer,agent or employee of the City. Contractor shall have exclusive control of,and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of his agents,employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Contractor,its agents,employees and subcontractors;and the doctrine of respondent superior shall have no application as between the City and the Contractor. 10. INSURANCE Contractor shall provide and deliver to the City a certificate of insurance documenting policies in the 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 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 shall be null 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 Professional Services Agreement City of Fort Worth and 18 Systems Consulting Page 3of6 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. 13. CHOICE OF LAW;VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Should any action, at law or in equity,arise out of the terms of this Agreement, exclusive venue for said action shall be in Tarrant County,Texas. 14. ADDITIONAL CERTIFICATIONS Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor.(1)does not boycott Israel;and(2) will not boycott Israel during the term of the contract. 15. NOTICES Any notices required to be given hereunder shall be given by certified mail, return receipt to the following addresses: To The CITY: City of Fort Worth Attn: Valerie R. Washington Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile:(817)392-8502 With a copy to: Contract Compliance Specialist Bob Bolen Public Safety Complex 505 W. Felix St. Fort Worth,TX 76115 To CONTRACTOR: Jonathan Wilson 18 Systems Consulting 413 Florence Dr. Fate,TX 75087 Professional Services Agreement City of Fort Worth and 18 Systems Consulting Page 4 of 6 16. 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. 17. 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. 18. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 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. 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. Professional Services Agreement City of Fort Worth and 18 Systems Consulting Page 5 of 6 EXECUTED on this,the day of 2 r 7. CITY O FORT WORTH: 18 SYST PN LTING By: VA4By Valerie R. Washington Jonath Wilson AssistantCityManager Ow Date: r1 1s- Date: APPROVAL RECOMMENDED BY: Joel F.Fitzgerald Chief of Police Date: -I[ f APPROVED AS TO FORM AND LEGALITY: Matthew A. Murray Assistant City Attorney Contract Authorization: FOR 'w No M&C Required !' ATT By: '• M J. ayser Ci Secretary AS Form 1295 Certification No: NOT REOUIRED This agreement does not require City Council approval. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement City of Fort Worth and 18 Systems Consulting Page 6 of 6 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 rep -ting requirements. Name Title