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HomeMy WebLinkAboutContract 52737 CSC No.52737 C SEP Cm'SECR �Ty PROFESSIONAL SERVICES AGREEMENT True Canine International,Inc This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and TRUE CANINE INTERNATIONAL, INC. ("Contractor'), a Mississippi corporation, acting by and through Keith Clifton, its duly authorized President, each individually referred to herein as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; 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 explosive detection canine training for up to three (3) Fort Worth Fire Department canines during the period beginning on August 5, 2019, and ending on June 30, 2020 ("Services"). Exhibit A, Scope of Services, more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on August 5, 2019 ("Effective Date"), and shall expire on June 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the mutual agreement of the Parties, this Agreement may be renewed under the same terms and conditions for up to three(3)additional one-year renewal periods. 3. COMPENSATION. City shall pay Contractor in accordance %pith, the provisions of this Agreement and Exhibit B, Price Schedule. Total payment made under this Agreement by City for the first year shall not exceed the amount of eighteen thousand and 00/100 dollars ($18,000.00). Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agrecinent unless City first approves such expenses in writing. Professional Services Agreement True Canine Int'i.Inc. Page 1 of 12 OFFICIAL RECORD CITY SECRETARY 4. TERMINATION. 4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days'written notice of termination. 4.2 hlon approtrriation of Funds In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, C;ity'will notify Contractor 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 have been appropriated. 4.3 Duties and Obligations of the Parties In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Contractor for services actually rendered up to the effective date of termination, and Contractor shall continue to provide City with pervices requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Contractor has received access to City Information or data as.a requirement to perform services hereunder, Contractor shall return all City- provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTLAt INFORMATION 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Contractor 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. Contractor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or until the final conclusion of any audit commenced during said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers,and records, including but not limited to all electronic records of Contractor involving transactions relating to this Agreement, at no additional cost to City. Contractor agrees that 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. City shall give Contractor reasonable advance notice of intended audits. Professional Services Agreement True Canine Intl,Inc. Page 2 of 12 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contactor as to all rights and privileges and work performed under this Agreement and not as an agent,representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor 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, consultants, and sub- contractors.Contractor acknowledges that the doctrine of respondent superior shall not apply as between City,its officers,agents,servants,or employees,and Contractor, its officers,agents, employees,servants, contractors, and sub-contractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a co-employer or a joint employer of Contractor or any of Contractor's officers, agents, servants, employees, or sub-contractors. Neither Contractor nor any of its officers, agents, servants, employees, or sub-contractors shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,its officers,agents,servants,employees,or sub-contractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMA GE,AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS, OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS,AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS,AND EMPLOYEES,FROM AND AGAINST ANT AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR ANY AND ALL PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS), AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS, OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.However, Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the sub-contractor shall execute a written agreement with Contractor referencing this Agreement under which the sub-contractor shall agree Professional Services Agreement True Canine Int'I,Inc. Page 3 of 12 to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.Contractor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide City with certificates of insurance documenting policies of the following types and minimum coverage limits,that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability. $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Contractor, its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle"shall include any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workars' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $1001000- Bodily injury by disease;each employee $500,000- Bodily Injury by disease;poliq limit 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its ' terests may appear.The term City es shall include its employe ,officers,officials,�gents,and.volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.At least ten (10) days' notice shall be acceptable in the event of non-payment of pre#tiums.Notice shall be sent to the Professional Services Agreement True Canine Int'I,Inc. Page 4 of 12 Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) 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. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS Contractor agrees that in the performance of its obligations hereunder it shall comply with all applicable federal,state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances,rules, and regulations. If City notifies Contractor of any violations of such laws,ordinances, rules or regulations,Contractor shall immediately desist from and correct the violation. Any regulated services covered by this Agreement are provided under Texas License C06279501, and complaints may be directed to Texas Department of Public Safety Licensing&Registration Service Private Security Program https://www.dps.texas.gov/rsd/contact/psb.aspx - P.O. Box 4087 Austin, TX 78773-(512)424-7293. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, sub-contractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB-CONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD 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.CITY: To CONTRACTOR Professional Services Agreement True Canine Int'l,Inc. Page 5 of 12 City of Fort Worth True Canine International,Inc. Attn:Valerie Washington,Assistant City Manager Keith Clifton i e 200 Texas Street 1550 Bray Central Drive Fort Worth,TX 76102-6314 McKinney,TX 75069 Facsimile:(817)392-8654 Facsimile:800-658-9358 With copy to Fort Worth City Attorney's Office at same address 14. SQLQCITATION OF EMPLOYEES Neither City nor Contractor shall,during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ,*jiether 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 former employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement for employment.by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Contractor to insist upon the performauca of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/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 pursuant to 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. 1s. SEVERABILITY. If any provision of this Agreement is held to be invalid, illelgal, or unenforceable, the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. 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, including but not limited to,compliance with any government law,ordinance,or regulation,acts of God,acts of the public Professional Services Agreement True Canine Int'l,Inc. Page 6 of 12 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,shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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 A, B, or C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement,including Exhibits,A,B,and C,contains the entire understanding and agreement between 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. 24. COUNTERPARTS. This Agreement may be executed 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 instrument. 25. DEFAULT. If any party fails to perform any of its obligations under this Agreement,the other party shall give written notice of the alleged failure within thirty(30)days of the date of the alleged failure,at which time the defaulting party shall have five (5) business days after receipt of the notice to cure said default. Failure to cure the default within five business days shall constitute a breach of the Agreement. In the event of a breach, the non-breaching party may immediately terminate this Agreement and obtain any remedy provided by law or equity. 26. IMMIGRATION AND NATIONALITY ACT. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I- 9). Upon request by City, Contractor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall Profarsional Services Agreement True Canine Int'l,Inc. Page 7 of 12 I adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor,shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. SIGNATURE AUTHORITY. The person signing this Agreement 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. This Agreement and any amendment hereto may be executed by any authorized representative of Contractor whose name,title,and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit C. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. CHANGE IN COMPANY NAME OR OWNERSHIP Contractor shall notify City's Purchasing Manager in writing of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Contractor or an authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, a copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Contractor has fewer than ten (10) employees or this Agreement is for less than$100,000, this section does not apply. If, however, Contractor has ten or more employees or this Agreement is for S100,000 or more, 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 808.00I of the Texas Government Code. Therefore, if Contractor has ten or more employees or if this Agreement is for$100,000 or more, 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. (signature page follows) Professional Services Agreement True Canine Intl,Inc. Page 8 of 12 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this By, Valerie Washingon(Sea 5,2019) contract,including ensuring all performance and Name: Valerie Washington reporting requirements. Title: Assistant City Manager Date: Sep 5,2019 /L&kAVM9&t By: lAarl Rauvher(San4 20191 Name: Mark Rauscher APPROVAL RECOMMENDED: Title: Administrative Services Director, Fort Worth Fire Department By: �1a�Y baarti APPROVED AS TO FORM AND LEGALITY: Name: James Davis Title: Fire Chief ails ATTEST: By: Trey SuaUs(Sep 5,2019) Nary: Trey Qualls Title: Assistant City Attorney � � CONTRACT AUTHORIZATION: By. r Ronald P.Gonzales(Sep 5,2019) ., M&C• N/A Name: Mary Kayser- Title: Title: City Secretary zbr 2 CONTRACTOR: True Canine Intcaational,Inc. �,., - TTEST: By: m. By: WA-t'-p Name: Keith Clifton Name: VJ t—t nrw 1 Title: President Title: ��+��: Date: 3 5.,, zol'? Professional Services Agreement True Canine Int'I•Inc. rag OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX EXHIBIT A SCOPE OF SERVICES The services described below for up to three(3)Explosive Canine Units of the Fort Worth Fire Department.The services covered under this Agreement include the Following for the City's Explosive Canine Units: • Weekly training of at least 8 hours per week will be open to Target in Motion Explosives Canine Units to,attend.Such training will supplement and provide continued proficiency training in basic obedience and natural drives to scent detection work for the intended purpose of detecting explosives,ordinarily conducted in Fort Worth,or at Contractor's reasonably chosen times and locations and in terrain as needed for successful training. • Based on City's policies,Contractor will offer/conduct quarterly certifications • Contractor will be reasonably available for. o Trouble shooting and retraining as practical o Phone consultation as situations arise o Unit ride along consultation,coaching,and evaluation • Contractor will be reasonably available for consultation regarding agency policy and tactics review,development,and implementation. • Contractor will allow senior handlers,as reasonably available,to respond at any hour of the day for call out under the direct supervision of City's Officer For detection work and for tracking. • Contractor will allow senior handlers,as reasonably available,to respond at any hour of the day and provide assistance for veterinarian emergencies. • And other.services as mutually agreed to on an ad hoc basis. Licensing • Contractor will maintain applicable licensing and certification;under the laws of the State of Texas for the services described herein,including guard dog treiner,canine handler,narcotic detection,explosives detection,and tracking. Records • Contractor will maintain minimal post training documentation of what topics/scenarios were involved in the training session and list attendees.City trainees will be responsible for keeping records as per their individual agency policy. Training ' • The parties agree that the training plan,practices,and evaluations are at the reasonable discretion and direction of the Contractor.City is encouraged to observe any training session and interact with the trainer(s)using care to not interfere with the training,and with care as to the Target in Motion Explosives Canine Unies activities.In all cases,for the safety of all,observer(s)and trainee(s)will immediately comply with the trainer's instructions to include being directed to leave the area. Professional Services Agm meat—Exhibit A True Canine Int'l,Inc. Page IO of 12 EXHIBIT B PRICE SCHEDULE The City agrees to pay$6,000.00 each for three(3)explosives detection canines,for a total contract amount of$18,000.00,to be paid to Contractor in accordance with the terms of this Agreement. Professional Services Agreement—Exhibit B True Canine Int'l,Inc. Page 11 of 12 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Verification of Signature Authority Form t"Form'") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment,or change order on behalf of Contractor.Such binding authority has been granted by proper order,resolution,ordinance,or other authorization of Contractor.City is fully entitled to rely on the warranty and representations set forth in this Form in entering into any agreement or amendment with Contractor.Contractor will submit an updated Form within ten(10)business days if there are any changes to its signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. 1. Name: fie;AX CA A. Title: Signature 2. Name: Title: Signature 3. Name: Tide: Signature Name: Signature of President/CEb Other Title: /n—,f Date: Signature: Vania Solo(Sep 9,2019) Email: vania.soto@fortworthtexas.gov Professional Services Agreement—Exhibit C True Canine lnt'l,Inc. Page 12 of 12