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HomeMy WebLinkAboutContract 47013LETTER AOREEIEN T FO SECRETAlte CONTP_ACT Way TRAINING SERVICES 1/C THIS LETTER AGRE EM EIS T FOR PROFESSIONAL SERVICES, effective on September 15, 2015 (the "Effective Date"), is by and between the City of Fort Worth, Texas, a P home rule municipal corporation organized under the laws of the State of Texas ("City"), acting by and through Susan Alanis, its duly authorized Assistant City Manager and QPIC, LLC, a Connecticut Limited Liability Company, acting by and through Harry W. Kenworthy, its duly authorized Principal ("Contractor") (collectively referred to as the "Parties"). RECITALS: WHEREAS, the City desires training services from QPIC, LLC through an agreement for Lean Government Boot Camp Training between the City of Fort Worth and QPIC, LLC; and WHEREAS, the City of Fort Worth's Performance Management Office has teamed with QPIC, LLC to sponsor a two-day hands-on learning experience geared toward public sector professionals, Lean Government Boot Camp that will teach participants how to implement a performance excellence culture by using proven methodologies to Increase efficiency and improve services to their customers; and WHEREAS, the Parties desire to enter into this Agreement to provide for the terms of this Agreement, see Exhibit B, Training Agenda. AGREEMENT: NOW THEREFORE, in consideration of the mutual promises and performances set forth below, and other good and valuable consideration, the sufficiency and receipt of which the parties acknowledge the parties agree as follows: 1. Term. This Agreement shall be for a term of three (3) months and shall commence on September 15, 2015, and end on December 15, 2015, unless terminated by either party in accordance with this Agreement. 2. Site. Training will take place at the Gordon Swift Building, Fort Worth Employee University Training Center, 900 Monroe Street, Fort Worth, Texas 76102. 3. Costs for Training Services. Costs shall not exceed Seven Thousand Five Hundred Dollars with Exhibit A, Price. Letter Agreement for Lean Government Boot Camp Page 1 of 8 7,500.00), in accordance OFFICIAL RECORD CITY SECRETARY rY. WORTH, TX /3 4. Termination. The City or Contractor may teiuiinate the Agreement upon ten (10) days written notice to the other party with or without cause. 5. • Indemnification. CONTRACTOR 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), 111ALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT M4Y RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI7, OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONTRACTOR AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY TN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 6. Miscellaneous. a. Assignment. This Agreement does not constitute either party as the agent or legal representative of the other for any purpose whatsoever. The parties are not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of the other or to bind the other in any manner whatsoever. lhe Parties shall not assign this Agreement without the prior written consent of the other Letter Agreement for Lean Government Boot Camp Page 2 of 8 b. Authority Each party covenants with the other that it has full power and authority to enter into and perfoinu its obligations under this Agreement and the persons executing this Agreement on their behalf are duly authorized to do so by all requisite action c. Bindilw. This Agreement shall be binding upon the parties hereto, their respective successors and assigns. d. Notice. All notices, requests, demands, and other communications that are required or pen pitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: City of Fort Worth/City: Susan Alanis, Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 Copies to: City Attorney's Office 1000 lhrockmorton Street Fort Worth, Texas 76102 To Contractor: Harry Kenworthy, Principal QPIC, LLC 121 Apache Lane Marlborough, Connecticut 06447 e. Amendments The parties expressly reserve the right to modify this Agreement, from time -to -time, by mutual agreement No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties. f. Invalidity of Particular Provisions. Should any teiui, provision, condition, or other portion of this Agreement or the application thereof be held to be inoperative, invalid, or unenforceable, the remainder of this Agreement or the application of the term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. g. No Waiver. No waiver of full performance by any party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the teams, covenants, or conditions of this Agreement. Letter Agreement for Lean Government Boot Camp Page 3 of 8 h. Entire Agreement 1'his written instrument constitutes the entire agreement by the parties hereto concerning the work and services tobe performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the teens hereof shall be void. i. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. J. Severability Tf 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. k 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 1. Public Information Act. Contractor understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Contractor acknowledges that, under the Act, the following information is subject to disclosure 1) all documents and data held by the City, including information obtained from the Contractor, and 2) information held by the Contractor for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. m. Right to Audit. Contractor agrees that the City shall until the expiration of three (3) years after this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement at no additional cost to 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 not less than 10 days written notice of any intended audits. n. Insurance. A. The Contractor shall carry the following insurance coverage with a company that is licensed to do business m Texas or otherwise approved by the City:" B General Insurance Requirements. 1. All applicable policies shall name the City of Fort Worth as an additional insured thereon as its interests may appear. The terra City of Fort Worth shall Letter Agreement for Lean Government Boot Camp Page 4of8 Date. include its employees, officers, officials, agents, and volunteers in respect to this Agreement. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Mainager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. 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. 5 , Any failure on the part of the Contractor to request required insurance documentation shall:not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. A copy of the policy and certificates is also attached hereto as Exhibit C and incorporated herein by reference. IN WITNESS WHEREOF, this Agreement is executed by the Parties on the Effective CITY OF FORT WORTH: by: S san lapis A sistdnt City Manager • Approved as to Form and Legality: Wrik ill Trevino Assistant City Attorney NO M&C REQUIRED Letter Agreement for Lean Government Boot Camp Page 5 of 8 CONTRACTOR: it 1/4e) _kAA,,reirciskr by: Harry enworthy Principal AT'1EST: 1° Mary J. Kayser City Secretary rl €- 901 CIAL RECORD ((ATV � fl V SECRETARY FT. WORTH, TX 0 0 cfl - 0f-j 0 N )5 -L EXHIBIT A PRICE Two -Day Lean Government Boot Camp Training - $7,500.00 Letter Agreement for Lean Government Boot Camp Page 6 of 8 EXHIBIT B TRAINING AGENDA )ay 1;Agenda 1Vlodules': Introduction — Speaker introduction Major learning themes Expectations Lean Overview — Mod 1 Definition & History of Lean Key Principles of Lean Waste — Mod 1 Waste identification exercise Project charters for Lean — Mod 2 Elevator speech and stakeholder analysis — Mod 2 Culture change and Lean Resistance to Change Process Mapping — Mod 3 Swim lanes value stream maps, and spaghetti diagrams Emergency Room Exercise for swim lane diagrams ealk t 1-; ire e 5S — Mod 4 Visual Controls & Error Proofing — Mod 5 Dynamic data collection techniques & Case Study — Mod 6 Q&A, wrap up and feedback ay 2: Agenda=lVlodules< _ Feedback & Review of Day 1 Kaizen Event Example — Mod 7 Standard Work — Mod 8 Standard Work — Mod 8 Continued Problem Solving — Mod 9 Denton's Lean Journey — Chuck Springer Licensing Exercise — Putting Lean Principles to Use — Mod 10 Governance - Implementation & Lean Roles & Responsibilities — Mod 11 QPIC Core "Commandments" & Metrics — Mod 12 Q&A, Wrap up and Feedback Letter Agreement for Lean Government Boot Camp Page7of8 Time:; 8:00 - 8:45 8:45 - 9:45 10:00 - 10 30 10:30-12:00 12:40 —1:15 1:15-2:30 2:45 —3:30 3:30 — 4:15 4:15 — 4:55 4:55-5:00 8:00 — 8:30 8:30 — 9:00 9 00 —10 00 10:15 — 10:45 10:45 — 11:30 11:30-12:00 11 12.40 —3:30 3:30 — 4:15 4:15 — 4:35 4:35 EXHIBIT C INSURANCE (see next page) Letter Agreement for Lean Government Boot Camp Page 8 of 8 ACOR® CERTIFICATE OF LIABILITY INSURANCE QPICL-1 OP ID: DK DATE (MM/DD/YYYY) 09/11/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: ACT Diane Wolf Thomas Fahy Insurance Agency PHONE 860-232 1330 I FAX 860-232-8267 433 Main St., Ste 118 IA/C, No. Extl: (A/C, No): West Hartford, CT 06110-2816 E-MAIL i dwolf fah nsurance.com ADDRESS: if INSURER(S) AFFORDING COVERAGE INSURER A : The Hartford INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE INSR WVD POLICY NUMBER IMM/DD/YYYY) IMM/DD/YYYY1 GENERAL LIABILITY INSURED A X A QPIC, LLC 21 Apache Lane Marlborough, CT 06447 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I I .IF� I I LOC AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB DED I I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y/ N A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below SCHEDULED AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE X 02 SBM P09626 03/25/2015 02 SBM P09626 NIA X 02 WEC LE5091 EACH OCCURRENCE 03/25/2016 DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL BADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG LIMITS $ COMBINED SINGLE LIMIT (Ea accident) 03/25/2015 03/25/2016 BODILY INJURY (Per person) BODILY INJURY (Per accident) IPROPERTY DAMAGE (PER ACCIDENT) 03/25/2015 03/25/2016 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Fort Worth its employees, officers, officials, agents and volunteers are additional insureds as it pertains to work performed by the insured. A waiver of subrogation is included in favor of the City of Fort Worth on the workers compensation policy. CERTIFICATE HOLDER FORTW-1 City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 CANCELLATION EACH OCCURRENCE AGGREGATE X (TORY LIIMITS I IOTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT NAIC ft 29459 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 1,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD