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HomeMy WebLinkAboutContract 50371 CITY SECRETARY CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into �' �95 nd,, een the CITY OF FORT WORTH (the "City"), a home rule municipal corporation, _ g by and through Valerie R. Washington, its duly authorized Assistant City Manager, and LIFELINE TRAINING,LTD.DBA CALIBRE PRESS,acting by and through Lisa Gitchell, its duly authorized Chief Executive Officer. 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. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A-Scope of Services; 3. Exhibit B-Terms and Conditions of Instructor Certification; and 4. Exhibit C_Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES Contractor agrees to conduct "The Ultimate Training Officer: Train the Trainer Program" ("TIT") training for law enforcement personnel beginning on March 7, 2018, and ending on March 8, 2018 ("Services"),as more fully described in Exhibit A. 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 76115("Premises"). 2. TERM This Agreement shall become effective upon execution by both parties and shall expire on March 8, 2018 at 5:01pm,unless terminated earlier in accordance with the terms of this Agreement. 3. COMPENSATION The total compensation due to Contractor for services rendered in accordance with this contract is $7,000.00 (seven thousand dollars and zero cents). The total compensation amount shall include the all- inclusive fee for this two(2) day course, valued at$5,000.00 (Five Thousand Dollars and Zero Cents), and shall include all costs and fees for five(5) instructor candidates from the City of Fort Worth to receive the Services, receive certification upon successful completion of the course, and all course materials. The total compensation amount shall also include an unlimited license,valued at$2,000.00(two thousand dollars and zero cents),of any and all course materials for use by the certified instructor candidates to present the training to other City officers and employees for a period of three (3) years from the date of certification.The City shall not,for any reason,be obligated to pay more than$7,000.00 to Contractor. OFFICIAL RECORD Professional Services Agreement.--Calibre Press j 1 FT..WORTHS TX Payment for Services shall be due within thirty(30)days of uncontested performance of the two-day course and certification of all instructor candidates who have successfully completed the course,and receipt by the City of Contractor's invoice for payment. 4. TERMINATION City or Contractor may immediately terminate this Agreement at any time and for any reason whatsoever,without any penalty,by providing written notice to the other party at least ten(10)business days prior to the start of the Services. Upon such termination, neither party shall be obligated to the other to perform under this Agreement. In the event that this Agreement is terminated by City less than ten(10) business days prior to the scheduled event, the City and Contractor shall confer in good faith to reschedule the services under the same terms of this Agreement. If, after the Parties have conferred in good faith, the Services are not rescheduled, the City shall pay Contractor for Services actually rendered up to the effective date of termination not to exceed the total compensation amount. In the event that this Agreement is terminated by Contractor less than ten(10) business days prior to the scheduled event, the City and Contractor shall confer in good faith to reschedule the services for the same fee and under the same terms of this Agreement. 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 the Agreement. 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. The minimum enrollment for Services is 5(five) 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. 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 agrees to provide each law enforcement professional who attends the full sixteen (16) hour course with the certification to teach the"Ultimate Training Officer"course within ten business days. Contractor agrees to provide each law enforcement professional who attends the full sixteen (16) hour course with PowerPoint program and training points tips,as well as a storage device with the Ultimate Training Officer Power Point program and certain public domain videos. Professional Services Agreement—Calibre Press Page 2 of 10 Contractor will provide course registration, administration, and certificates of completion, if appropriate. Contractor agrees to provide each Instructor Candidate with a .pdf of the current"Ultimate Training Officer" handouttworkbook for execution of the unlimited licence agreement to copy as needed in future training classes,for a period of three(3)years. 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 I 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 ("CRS") 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 CAS 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. 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 Professional Services Agreement—Calibre Press Page 3 of 10 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 8 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 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. NOTICES Professional Services Agreement—Calibre Press Page 4 of 10 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 200 Texas Street Fort Worth TX 76102-6311 Facsimile: (817)392-8502 With a copy to the City Attorney's Office at the same address and to: Contract Compliance Specialist Bob Bolen Public Safety Complex 505 W.Felix St. Fort Worth,TX 76115 To CONTRACTOR: Lifeline Training Ltd.d/b/a Calibre Press P.O. Box 3476 Glen Ellyn,IL 60137 847-833-5163 15. 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. 16. 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. s 17. 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 Professional Services Agreement—Calibre Press Page 5 of 10 due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 18. 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. 19. 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.. 20. 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. 21. 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 entitiled to rely on this warranty and representation in entering into this Agreement. 22. 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.(I)does not boycott Israel;and(2) will not boycott Israel during the term of the contract. [The remainder of this page was intentionally left blank.] Professional Services Agreement—Calibre Press Page 6 of 10 EXECUTED on this,th�day orAL4 2018. CITY OF FORT WORTH: LIFELINE TRAINING,LTD.DBA CALIBRE PRESS V - & By: By, Valerie R.Washington Lisa Gitchell Assistant City Manager Chief Executive Officer Date: Date: 02//2 APPROVAL RECO )fD BY: By: Joel F.Fitzgerald Chief of Police Date: 2- /l - "PROVED AS TO FORM AND LGALITY,-- By. - Joto ............... AsgWant City Attorney Contract Authorization: No M&C Required- P ATTEST:. O ............... By. Mary J. Kays :0 City SecretaryY ............. Form 1295 Certification No: Eon This agreement does not require City Council approval. Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and ad-ministration of this contract,including e all pe rm ce and reporting requirements. 7c " Officer James Dunn OFFICIAL RECORD Fort Worth Police Officer CITY SECRETARY FT.ViORTH,TX L.1-11-----,,.,—.—.----A Professional Services Agreement–Calibre Press Page 7 of 10 EXHIBIT A SCOPE OF SERVICES The Fort Worth Police Department agrees to distribute, collect, and return the Calibre generated Evaluation Form so long as Calibre has provided the form to the Fort Worth Police Department prior to the beginning of the program. The Fort Worth Police Department agrees to provide Calibre Press with a complete attendance roster with name, organization,City email, and City phone number, if applicable,for each day of the course. Calibre Press will provide the following: - Calibre Press Certified Instructor - Workbook,PowerPoint Program, Images,Videos - Evaluation form - Certificate of Completion for each candidate who successfully completes the course (Complete Roster Must Be Received 10 Business Days Prior to Course). Successful completetion shall be determined by the instructor candidate attending the full 16-hour,two-day program. - PDF of current workbook Upon completion of course, Calibre Press will provide each instructor candidate with Calibre's instructor's cell phone and email address. Instructor candidates may contact instructor for support and `coaching' and updates when needed,for a period of three(3)years. In accordance with the terms and conditions set forth in Exhibit B of this agreement, Contractor will certify each instructor candidate and authorize them to present this course to their own agency for a period of three(3)years. Professional Services Agreement—Calibre Press Page 8 of 10 EXHIBIT B TERMS AND CONDITIONS OF INSTRUCTOR CERTIFICATION The Instructors,who have received certification in accordance with this agreement, ("instructor"or "instructors")will be certified to instruct the basic content of the Ultimate Training Officer Course ("course")to students within the limits defined herein. Instructors will not have authority to certify or qualify new instructors for the course.Contractor does not agree to provide students or possible student leads for the course. Instructors shall only teach the course to individuals employed by the City of Fort Worth. Instructors shall register,teach,and supply materials to City of Fort Worth employees,as the City dictates. In the event that an instructor is no longer employed by the City for any reason,the City shall no longer be responsible or liable for the instructor's actions in regard to instructing the course.Contractor shall inform instructors of any responsibilities and requirements necessary for instructor to continue teaching the course in the event the instructor is no longer employed by the City. Instructors'certifications will be valid for three(3)years and are nontransferable. Instructors will receive a PowerPoint program and training points/tips from Contractor,as well as a storage device with the Ultimate Training Officer Power Point program and certain public domain videos. Instructors may copy any and all Contractor materials(including, but not limited to disks and handouts received as part of the Certification process)and distribute to students from the City who are receiving the course from the Instructor without any fee or cost whatsoever. Contractor agrees that City has paid for an unlimited license during the time of certification to use any and all materials and to make copies of any and all materials for the purpose of instructors teaching the course.Contractor shall have no right to assert any claim or suit against City for its copying or use of the materials in accordance with this Agreement. Professional Services Agreement City of Fort Worth and Calibre Press Page 9 of 10 EXIIIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set :forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Position: Name: Position: Signature Name: Position: Signature Name: Signature of PresidentCEO Other Title: Date: Zo2 Professional Services Agreement City of Fort Worth and Calibre Press Page 10 of 10