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HomeMy WebLinkAboutContract 53107 CSO-53107 a �EC�`�2p19 PROFESSIONAL SERVICES AGREEMENT kv( Dr. Brian Crandell,Ph.D. 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 Dr. Brian Crandell, Ph.D., (Vendor), a sole proprietor, each individually referred to 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—Facilities Use Requirements;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. Vendor agrees to conduct three days of instructor lead training on "Methods and Leadership" for Fort Worth Fire Department personnel beginning on October 15, 2019, and ending on October 18 , 2019 ("Services"), such Services being more particularly described in the attached Exhibit A. Vendor shall provide training from 8:OOAM to 5:30PM central time on each day. Services shall be performed at the Bob Bolen Public Safety Training Complex located at 511 W. Felix Street, Fort Worth,Texas 76115. 2. TERM. This Agreement shall begin on the date this Agreement is executed by the City and shall expire on November 30,2019("Expiration Date"),unless terminated earlier in accordance with this Agreement. 3. COMPENSATION, Cost for Services shall be $5,175.00 for X number of Fort Worth Fire Department personnel enrolled in the training. The maximum amount to be paid to Vendor for all Services performed and expenses incurred hereunder by City shall be in the amount of Five Thousand One Hundred Seventy- Five Dollars and Zero Cents ($ 5,175.00). Vendor 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 Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for an reason by providing the other party with 30 days' written notice oftermination. o! FINAL REGARD Professional Service Agreement ,Wp�-� g 1 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor 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 Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor 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 CONFIDENTIALINFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, 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 ofCity. 5.3 Unauthorized Access. Vendor 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. Vendor shall notify City immediately if the securi ty or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor 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. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the 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 Vendor involving transactions relating to this Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working hours to all. necessary Vendor 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 Vendor reasonable advance notice of intended audits. 7. INDEPENDENT VENDOR, Professional Service Agreement Page 2 It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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 subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE 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 NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'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 NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in Professional Service Agreement Page 3 defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) 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 Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. Professional Service Agreement Page 4 (c) Worker's Compensation: Statutory limits according to the Texas Workers' 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 $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors &Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name 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. (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. 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, 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. Professional Service Agreement Page 5 (f) Certificates of Insurance evidencing that Vendor 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. Vendor 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 Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR 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 VENDOR: City of Fort Worth Dr.Brian Crandell,Ph.D. Attn: Valerie Washington,Assistant City Manager PO Box 1103 200 Texas Street Bozeman,MT 59771 Fort Worth,TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES, Neither City nor Vendor 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 Professional Service Agreement Page 6 Vendor, 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.Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of 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 Vendor 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 City's or Vendor'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. 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 MAJEURE. City and Vendor 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 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, and C. Professional Service Agreement Page 7 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 Vendor,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. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any br ch of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor 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, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning Professional Service Agreement Page 8 of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. 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 Vendor 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. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor 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 Vendor or 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, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. (signature page follows) Professional Service Agreement Page 9 CITY OF FORT WORTH: �Q W By:Valerie Washington(Nov 20,2019) CONTRACT COMPLIANCE MANAGER: Name: Valerie Washington By signing I acknowledge that I am the person Title: Assistant City Manager responsible for the monitoring and administration of this contract,including ensuring all performance and Date: Nov 20, 2019 reporting requirements. ffamor Rolyeson APPROVAL RECOMMENDED: By:Homer Robertson(Nov 18,2019) Name: Homer Robertson iA4441 bA Title: Assist Fire Chief 10 James Davis(Nov 18,2019) By: APPROVED AS TO FORM AND LEGALITY: Name: Jim Davis K Title: Fire Chief �C ¢fir. ATTEST: Christopher Austr' (Nov 20,2019) U: y: Name: dhristopher Austria rv-lr , p �� ti :'��, Title: Assistant City Attorney or Ronald P.Gonzales(Nov 5,2019) .�' By: Name: Mary Kayser CONTRACT AUTHORIZATION: M&C: N/A Title: City Secretary VENDOR: Dr.Brian Crandell ATTEST: By. Brian Crandell(Nov 18,2019) By: Brian Crandell(Nov 18,2019) Name: Dr. Brian Crandell Name:Brian Crandell Title: Coach Date: Nov 18, 2019 `�;;`�CIAL RECORD a �-`,d SECRETARY f �. WORTH, Tic Professional Service Agreement Page 10 EXHIBIT A SCOPE OF SERVICES In@ Fort Worth Fire Instructor Development Influence Outcomes Facilitators: Brian Crandell, Ed.[). Course Overview: The course, Instructor Development - is an intensive interactive, multi-media course using discussion, case studies and hands-on simulations that develop coaching skills. This highly regarded training applies the most current understanding of how fire fighters effectively perform with how trainers can best favorably influence the performance of fire fighters and fire service organizations. The class will prepare fire officers and fire fighters to build performance improvement programs that make fire fighters safer and more effective in the street, while getting the most return from available leadership time and resources. Participants will be immersed in learning and practicing the very best, evidence based coaching methods in a"Learn it today, use it tomorrow" format. Course Results: Benefits from participating in Instructor Development: Coaching methods, not gimmicks In the streets, preparing for street smart performance In observable FF performance, using evidence-based methods Improve FF competence & confidence & reduce stress Implement evidence -based influence of performance Improve relevance to, and support and resources from, customers Manages exposure to claims of liability against Instructors, Agencies and FFs ofessional Service Agreement Course Objectives: 1. Apply the Instructor Development methods to training and coaching 2. Describe the evidence base for training and coaching methods 3. Assessment and Planning for intentional coach actions to promote ability and engagement 4. Improve FF safety,service to the community,and morale 5. Implement the GWG Seven Layers of Protection, and apply training and coaching methods to the Seven Layers 6. Apply the Performance Management Model to improve FF performance 7. Apply the use of Examples, Walk-Throughs, Low Speed and Real Speed Reps. 8. Apply feedback coaching process to develop FF performance, including situation awareness, self- diagnosis, problem solving, supervisory review, and mental toughness 9. Implement processes including the Critique process, Root Cause Analysis, and SWOT Analysis to improve FF grit, vigilance and performance. Course Outline: Instructor Development - Coaching Methods for Trainers • How Instructor Development methods help Fire Fighters perform • Case Study#la and lb - My Boss is Making Me Crazy • Coaches Constructively Influence Performance o Coaches Control Their Own Actions o Coaches Create an Environment • Instructor Development - Intent and Action Planning • Instructor Development - Standard Assessment and Engagement • Corrective Action Decision Support Model • Defense from Liability Claims - GWG Seven Layers of Success • Coaching Self-Assessment - Coaching 720°4D • Fire Fighter Performance - Grit Defined, Angela Duckworth • Developing Fire Fighters' Performance - Research, Evidence &Performance Instructor Development - Coaching Expectations and Performance Routine • Building Performance Expectations - Data sources • Evidence-Based Methods to Favorably Influence FF Performance • Aligning Grit, Vigilance, and Coaching with how FFs Learn to Perform • Expectations - Developing Behavioral Performance Goals - Best WorkPractices • Coached Practice - Deliberate Reps of Best WorkPractices • Feedback - Feedback Coaching Process • Improve - Performance Management Model Professional Service Agreement Page 12 Performance Management Feedback and Getting Better at Our Work & Applied Case Studies Instructor Development Resources • Change - Implementation Planning • AAR/Critique Worksheets, SWOT Analysis Worksheets, Job Task Analysis Worksheets • Applied Case Studies • Research Resources • Improve Performance - Resources and Readings List • Summary and Course Evaluation Professional Service Agreement Page 13 EXHIBIT`B" FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX 1.0 LOCATION 1.1 Location. City does hereby grant to Vendor the use of certain space within the following location for the purpose 3 days of Instructor Development-Methods and Leadership Training ("Services")for fire department personnel("Program Participants'): 1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX 76115 The Bob Bolen Public Safety Training Complex shall be referred to as "Premises"throughout this Exhibit. 1.2 Condition of the Premises. Vendor expressly acknowledges and agrees that it has conducted a full and complete physical examination of the Premises and hereby accepts the Premises, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF CITY AND VENDOR TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS. 2.0 USE OF THE PREMISES 2.1 Vendor may use the Premises to conduct the Services in accordance with this Agreement in support of its mission and for no other purpose. 2.2 Vendor shall only have use of the Premises beginning November 13, 2019, at 7:00 am, and ending November 14,2019, at 5:30 pm,Central Standard Time. 2.3 In the event of a change in hours or availability of the Premises, such change shall not give rise to any claim against the City by the Vendor,'whether for lost profits, cost, overhead, or otherwise. 2.4 Vendor may bring onto the Premises any equipment reasonably necessary to further the intended use of the Premises. 2.5 Vendor may not use any part of the Premises for any use or purpose that violates any applicable law, regulations, or ordinance of the United States, the State of Texas, the County of Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction ef the Premises. 2.6 Vendor understands and agrees that the parking areas at the Premises are not for the exclusive use of the Vendor and that the City and the Premises' patrons may use the parking spaces at any time. 3.0 HOLDOVER TENANCY Unless terminated earlier pursuant the terms of this Agreement, this Agreement will expire without further notice when the Term expires. Any holding over by Vendor after the Term expires will not constitute a renewal of the Agreement or give Vendor any rights in or to the Premises, except as a tenant at will. 4.0 DUTIES AND RESPONSIBILITIES 4.1 In addition to any other duties and responsibilities set forth in this Agreement, Vendor shall: 4.1.1 Ensure that all Program Participants and any other individual using the Premises comply with any and all policies, rules, and regulations governing the use of the Premises. The City will provide a copy of any such policies, rules, and regulations within a reasonable time after request by the Vendor. 4.1.2 Vendor and Program Participants shall not remain in the Premises beyond the Vendor's approved hours, except in instances of eminent danger to the Program Participants, severe weather conditions, emergencies declared by the City, and other situations determined in the sole discretion of the City. 4.1.3 Notification of changes to Program schedules, including cancellation but excluding emergencies or Force Majeure Events, must be provided to the City at least 24 hours prior to the scheduled start time. In case of emergency or Force Majeure Events, the Vendor must notify the City promptly upon learning of such emergency or Force Majeure Events. 4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY UNAUTHORZED BUSINESS. 4.1.5 Report any maintenance or repair needs to the City as soon as practicable. 4.1.6 Vendor agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages at the Premises. Vendor agrees to make its officers, representatives, agents, and employees available to City, at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. Vendor shall place language in its contracts with subVendors that subVendors shall notify City as required by Vendor in this subsection. 4.1.7 While City will commission and oversee all repairs, Vendor will reimburse City for any repairs that are made for any damage that occurs during Services hours. Professional Service Agreement 4.1.8 City will provide Vendor with necessary keys and security codes for access to the Premises. 4.1.9 Vendor will notify City immediately if the security of the Premises is compromised. 4.2 The City will: 4.2.1 Furnish the necessary existing utilities and electrical power available at the Premises for the ordinary and intended use of such, which includes lighting, heat and air conditioning, and water. City shall not be liable or responsible for accidents or unavoidable delays. 4.2.2 Ensure the Premises is suitable for its intended purpose. 4.2.3 Ensure the Premises is ready for set up by Vendor in accordance with any reasonable requests of the Vendor. 5.0 LIENS Vendor shall do no act or make any contract that may create or be the foundation for any lien upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be void. Should any purported lien on City property be created or filed, Vendor, at its sole expense, shall liquidate and discharge the same within ten(10) calendar days after notice from the City to do so. Should Vendor fail to discharge the same, such failure shall constitute a breach of this Agreement, and the City shall have the right to terminate this Agreement immediately. However, Vendor's financial obligation to City to liquidate and discharge such lien shall survive following termination of this Agreement and until such a time as the lien is discharged. 6.0 CARE OF THE PREMISES 6.1 Vendor, at Vendor's own expense, shall keep the Premises and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all Services or scheduled time set forth in this Agreement. Vendor shall restore and yield said Premises, equipment, and all other properties belonging to the City back to City at the expiration of the Services or scheduled time set forth in this Agreement in as good or better condition as it existed at the beginning of the Services or scheduled time set forth in this Agreement and in which Vendor found them. 6.2 Vendor will not do or permit to be done any injury or damage to the Premises,or any part thereof, or permit to be done anything that will damage or change the finish or appearance of the Premises or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements, alterations, or additions. No decorative or other materials shall be nailed, tacked, screwed, or otherwise physically attached to any part of the Premises, or to any of the furnishings or fixtures of the City,without the prior written consent of the City. 6.3 Subject to ordinary wear and tear,Vendor will pay the costs of repairing any damage that may be done to the Premises or any of the fixtures, furniture, or furnishings by any act of Vendor or any of Vendor's officers, representatives, servants, employees, agents, Program Participants, or anyone visiting the Premises upon the invitation of the Vendor. The City shall determine,in its sole discretion, whether any damage has occurred, the amount of the damage, the reasonable costs of repairing the Professional Service Agreement Page 16 damage, and whether,under the terms of this Agreement, the Vendor is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixtures, or furniture by the Vendor. The costs of repairing any damage to the Premises shall be immediately due and payable by the Vendor upon Vendor's receipt of a written invoice from City. 6.4 Subject to the prior written consent of the City, Vendor may place any signs within the Premises necessary to indicate Vendor's name and location. Any sign shall be prepared and installed by the Vendor, at the sole cost of Vendor,in accordance with applicable rules and regulations of the City and in keeping with the Premises' decor. Any special requirements of Vendor contrary to the above must be made a part of this Agreement by written amendment. 7.0 FORCE MAJEURE If either party is unable, either in whole or part, to fulfill its obligations under this License due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond the parties' reasonable control (collectively "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its Premises,parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Vendor hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. 8.0 RIGHT OF ENTRY AND INSPECTION In providing use of the Premises by Vendor, City does not relinquish the right to control the management of the Premises, or the right to enforce all necessary and proper rules for the management and operation of the same. After receiving notice by City, Vendor must permit City or its agents, representatives, or employees to enter the Premises for the purposes of inspection; determining whether Vendor is complying with this Agreement; maintaining, repairing, or altering the Premises; or any other reasonable purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the.terms of this Agreement or pursuant to its governmental duties under federal, state, or local laws, rules, or regulations. In the event of an emergency, no advance notice from City is required. 9.0 LICENSES ND PERMITS Vendor shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operation. Professional Service Agreement Page 17 10.0 ADDITIONAL DUTIES UPON TERMINATION In addition to the duties described in the Agreement, Vendor shall comply with the following upon termination or expiration of the Agreement: 10.1 Prior to the effective date for expiration or termination of the Agreement, Vendor shall promptly remove all of its personal property;provided, however, Vendor shall not be obligated to remove any fixtures.Vendor shall also repair any damage to the Premises that occurred during Vendor's use of the Premises, including, but not limited to, any damage that Vendor causes during removal of Vendor's property,to the reasonable satisfaction of the City. 10.2 If Vendor fails to comply with its obligations in this Section, City may, at its sole discretion, (i) remove Vendor's personal property and otherwise repair the Premises and invoice Vendor for City's costs and expenses incurred, such invoice to be due an payable to City within thirty (30) calendar days of its delivery to Vendor; or (ii) following no less than thirty (30) calendar days prior written notice to Vendor, take and hold any of Vendor's personal pr perty as City's sole property; or(iii) pursue any remedy at law or in equity available to City. If Vendor f 'ls to surrender the Premises to City following termination or expiration of the Agreement, all liabilities Mid obligations of Vendor hereunder shall continue in effect until such is surrendered. 10.3 Upon termination, all funds owed to the City shall bit due and payable by the tenth (IOth) calendar day after the effective date of termination. 11.0 ACCESS 11.1 Vendor will only use areas of the Premises that are approved in advance by City. 11.2 Vendor will assure that Program Participants adhere to the Services hours set forth in the Agreement. Earlier access may only be granted by prior written arrangement. 11.3 Program Participants shall not congregate or loiter in front of the main entrance of the Premises or in the parking lot. EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Dr. Brian Crandell,Ph.D. PO Box 1103 Bozeman,MT 59771 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. 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. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: