HomeMy WebLinkAboutContract 49898 CITY SECRETARY
CONTRACT NO. 15
AGREEMENT FOR PROFESSIONAL SERVICES
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THIS 4GRfEMENT ("Agreement") is made and entered into on day of
2017 by and between THE CITY OF FORT WORT . a home rule
municipal corporation of the State of Texas ("City"), acting by and through its duly authorized
Assistant City Manager, and Gary Hernbroth d/b/a Training for Winners("Consultant").
RECITALS
WHEREAS, City has a substantial need to obtain training for the City's Planning and
Development Department for professional development of staff and to assist in developing
exceptional customer service skills;
WHEREAS, City desires to hire a professional knowledgeable and experienced in
training services related to providing exceptional customer service and professional
development;
WHEREAS, Consultant has represented that it is knowledgeable and experienced in
providing services of training on exceptional customer service and professional development;
and
WHEREAS, City and Consultant mutually desire to enter into a contract to have
Consultant perform training services for the Planning and Development Department.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the
parties agree as follows:
AGREEMENT
1. Services. Consultant agrees to provide training to front line and supervisory personnel
within the City's Planning and Development Department on Professional Development,
Customer Service and Team Building, as detailed in Exhibit A, attached hereto and incorporated
herein for all purposes ("Services"). City employees will be participating in this training as a
required part of their duties. City will be responsible for providing appropriate space and any
necessary equipment required by Consultant. Consultant shall advise City of any needs
regarding equipment within five days of the first day Services will be provided.
2. Term. Services shall be provided by Consultant for a term beginning on January 1, 2018
and ending on December 31, 2018, unless this Agreement is terminated earlier as provided
herein.
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3. Fee. In consideration of the Services to be performed hereunder by Consultant, City
promises and agrees to pay Consultant an amount not to exceed $8000 ("Fee") as full and
complete compensation for the Services to be performed hereunder, including any and all
expenses incurred in connection with performance of the Services, except that City shall
reimburse the Consultant for reasonable travel related expenses (such as airfare to fly coach,
mutually agreed upon hotel property, parking, shuttle or taxi service to and from airport and a
reasonable meal allowance) at Consultants cost. Upon execution of the Professional Service
Agreement, City shall pay Consultant via the following schedule: $4,000.00 (due January 15,
2018), $4,000.00 (due April 1, 2018). Covered travel items will be invoiced by Consultant
immediately following each installment, with the full payment due 30 days following.
4. Termination. Either party may cancel this Agreement at any time and for any reason by
providing the other party with ten days written notice of termination. Upon Consultant's receipt
of such notice by City, Consultant shall immediately discontinue all Services and the placing of
all orders or the entering into of contracts for all supplies, assistance, facilities and materials in
connection with the performance of this Agreement, and shall proceed to cancel promptly all
existing contracts insofar as they are chargeable to this Agreement. In the event this Agreement
is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually
rendered as of the effective date of termination, in accordance with a final statement submitted
by Consultant documenting the performance of such Services. Upon termination of this
Agreement for any reason, Consultant shall provide City with copies of all completed or partially
completed documents prepared under this Agreement.
5. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive
control of and the exclusive right to control the details of the Services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, subcontractors and program participants. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, subcontractors, or program participants, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Consultant. It is
expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant
is in the paid service of City.
6. Indemnification.
CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND,AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,AGENTS, SERVANTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY
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ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER
REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY. CONSULTANT LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY
OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS,
WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY.
CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR
INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN
CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS
AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY
CITY'S SOLE OR CONCURRENT NEGLIGENCE.
Consultant shall require all of its subcontractors to include in their subcontracts a release
and indemnity in favor of City in substantially the same form as above.
This Section 6 shall survive the expiration or termination of this Agreement.
7. Assignment. Consultant shall not assign or subcontract all or any part of its rights,
privileges or duties under this Agreement without the prior written consent of City, and any
attempted assignment of subcontract of same without such prior written approval shall be void
and constitute a breach of this agreement.
8. Compliance with Law. Consultant, its officers, agents, employees and subcontractors,
shall abide by and comply with all laws, federal, state and local, including all ordinances, rules
and regulations of City. It is agreed and understood that, if City calls to the attention of
Consultant any such violation on the part of Consultant or any of its officers, agents, employees
or subcontractors,then Consultant shall immediately desist from and correct such violation.
9. Non-Discrimination. Consultant, in the execution, performance or attempted
performance of this contract and Agreement, will not discriminate against any person or persons
because of disability, age, familial status, sex, race, religion, color or national origin, nor will
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Consultant permit its officers, agents, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents,
employees and subcontractors have fully complied with all provisions of same and that no
employee or employee-applicant has been discriminated against by either Consultant, its agents,
employees or subcontractors.
10. Right 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 any
directly pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontract, and further that City shall have access during normal working
hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
This Section 10 shall survive the expiration or termination of this Agreement.
11. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments hereunder, 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 City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds shall have been
appropriated.
12. Entire Agreement. This written instrument constitutes the entire agreement by the parties
hereto concerning the work and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall
be void.
13. 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.
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14. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the
other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the
address of the other party shown below:
City of Fort Worth—
Planning and Development Dept.
200 Texas Street
Fort Worth, Texas 76102
(817) 392-8318
Gary Hernbroth
1125 Sunshine Circle
Danville, CA 94506
(925) 736-9392
15. Non-Waiver. The failure of City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right herein conferred shall not be
construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely
upon any such term or right on any future occasion.
16. 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 and proposed services with respect to the Project. 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.
The City acknowledges that Consultant may use products, 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. Notwithstanding the foregoing, Consultant understands and
agrees that the City is subject to various public information laws and regulations, including, but
not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and
employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior
written approval of the City.
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 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, including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters,
Professional Services Agreement with Gary Hernbroth d/b/a Training for Winners 5 of 8
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. 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.
[SIGNATURES APPEAR ON FOLLOWING PAGE.]
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Exhibit A
PROFESSIONAL SERVICES TO BE PROVIDED
(2018 TRAINING PROGRAM DETAILS)
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Training
�fo�
1125 Sunshine Circle■Danville,CA 94506
inners
Phone/Fax 925-?36-9392 s gary@trainingforwinners.com■www.trainingfonvinners.com
2018 Training Program Details
Training for Winners&
City of Fort Worth Planning & Development Department
September 18,2017
Training for Winners(TFW) will develop and deliver customized service training workshops for the City
of Fort Worth Planning&Development P&D) in 2018,consisting of two(2)training days,with exact
dates based on mutual availability.
TFW will provide this training for$8,000.00, plus covered normal travel expenses outlined below,
payable to Training for Winners. P& D will reproduce the workshop handouts for participants.
Payments will be made to TFW via the following 2-payment schedule: $4,000.00(due January 15, 2018),
and $4,000.00(due April 1,2018). Covered travel items will be invoiced by TFW immediately following
each installment,with the full payment due 30 days following. Late payments incur a $100.00 charge.
Covered normal travel includes: Airfare/bag fees(if any), home off-airport parking, bridge toll, home
mileage (x prevailing Federal rate), DFW airport transfers,accommodations(including room,tax,fees,
Wi-Fi), and reasonable meals during training trips.
These workshops will include a variety of learning methods: Lecture,group exercises, individual work,
and interactive exercises.Topics will emphasize internal/external customer service, communication,
management/supervisory tools, and team-building essentials.
P & D is responsible for providing the training site, audio-visual, insurance, labor,theming elements,and
equipment associated with program delivery. Reproduction or other use of TFW content requires
permission from TFW.
Should Acts of God make it impossible or not practical to deliver an installment, make-up date(s)will be
selected (based on mutual availability),within 60 days of the original date(s),without penalty to either
party, at the above rates and terms. Once dates are set, if they are changed by P& D for any reason
other than Act of God,there will be an additional 10%charge to the training rate for each day changed.
P & D also agrees to cover any additional travel expenses incurred by TFW resulting from weather or
airline-imposed delays.
The parties warrant that they have the legal authority to bind their respective parties to this agreement.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all erformance and reporting requirements.
0Name o ee/Signature
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Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort
Worth, Tarrant County, Texas,to be effective on the Effective Date.
CITY OF FORT WORTH GARY HERNBROTH
D/B/A TRAINING FOR WINNERS
Y:
Fernando Costa
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
M&C: none required
Form: 1295: none required
OF
ATTEST:
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M ry Kays(r
City Secretary .............
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