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HomeMy WebLinkAboutContract 46934 (3)SCANNED 1000 tA\G \ "\S Onaantil ClostcA SPEAKING ENGAGEMENT AGREEMENT t CITY SECRETARY `1"(og3zi CONTRACT NO. This Agreement ("Agreement") is made and entered into on the 15+1k day of August , 2015, by and between THE CITY OF FORT WORTH, a home rule municipal corporation of' the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and Bruce J. Heidebrecht. ("Contractor"). 1. SCOPE OF SERVICES. Contractor hereby agrees to speak and provide a presentation on "DNA Mixture Interpretation Theories" beginning on Monday, August 31, 2015 and ending on Wednesday September 2, 2015. Each day Contractor shall provide eight (8) hours of instruction, from 9:00 AM until 5:00 PM. The audience will be forensic DNA analysts of the Fort Worth Police Department - Crime Lab. Services shall be performed at the Fort Worth Police Department Crime Laboratory located at 3616 E. Lancaster Ave, Fort Worth, Texas 76103 ("Premises"). Contractor's presentation on "DNA Mixture Interpretation Theories" will cover, but is not limited to, the following: 1. Methods for assessing DNA mixtures to determine the number of contributors, determinations of major and minor contributors, assessing stochastic level data, assessing peaks as being indistinguishable from stutter, and comparison of various statistical models that may be used in inclusionary statements; and 2. In-depth discussions of the use of Likelihood Ration statistics, Mixture Deconvolution, use of the Combined Probability of Inclusion/Exclusion when examining low level DNA profiles, and applying the SWGAM Interpretation Guidelines to the interpretation of specific examples. Contractor will present the topic "DNA Mixture Interpretation Theories" for informational purposes only. If necessary, the City will be responsible for providing validation and implementation of new procedures for the Fort Worth Police Department — Crime Lab. 2. TERM. Services shall be provided by Contractor beginning on Monday, August 31, 2015 through Wednesday, September 2, 2015, each day beginning at 9:00 AM and ending at 5:00 PM ("Term"). 3. COMPENSATION. In consideration of the Services to be performed hereunder by Contractor, the City promises and agrees to pay Contractor an amount not to exceed $7,500 ("Fee") as full and complete compensation for the Services to be performed hereunder.. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. All expenses related to the preparation of the presentation topic, development of training aids, travel to and from Fort Worth, Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heifdebrecht 1 OFFICIAL RECORD CITY SECRETARY Ft WOE (:IL i! Texas, meals, and lodging shall be paid by Contractor.The Fort Worth Police Department shall transport Contractor to and from the airport and hotel. Payments for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by the City of Contractor's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof 4. TERMINATION. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with ten (10) days' written notice of termination. Upon such termination, neither party shall be obligated to the other to perform under this Agreement. If Contractor terminates less than 10 working days prior to the scheduled event, then Contractor shall be liable for any costs or losses the City may incur for replacing Contractor at the scheduled event. If the City terminates less than 10 working days prior to the scheduled event, then the City shall pay contractor any amounts due at the time of termination. 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. 5. DUTIES AND OBLIGATIONS OF THE PARTIES. The City will be responsible for providing appropriate space and any necessary equipment required by Contractor. Contractor shall advise the City of any needs regarding equipment within five (5) business days of the day Services will be provided. Contractor shall provide the City with electronic copies of presentation handouts at least three (3) business days prior to the start of Term. The City shall make copies of the handouts for distribution to presentation attendees. At the conclusion of the presentation, but no later than seven (7) business following the end of the Term, Contractor shall provide the City with electronic copies of all presentation topics, any Excel - based statistical workbooks created by Contractor and used during the presentation, and the most current version of the Maryland State Police Forensic Sciences Division standard operating procedures for the interpretation of DNA evidence. 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 Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heidebrecht 2 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 perfonnmg 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 1 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 CJIS (Criminal Justice Information Services) protected data. The parties acknowledge and understand that the Premises contain 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 CJIS 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. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the 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 N ffective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees further agrees that it shall treat all infouuatron provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 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 the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 9. 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 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 appropi iate 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. 10. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heidebrecht 3 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, contractors and subcontractors Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor No federal, state, or local income tax, nor any payroll tax of any kind shall be withheld by the City on behalf of Contractor. Contractor shall not be treated as an employee with respect to services performed pursuant to this Agreement for federal and state tax purposes Conti actor is not eligible for, and shall not participate in any employer pension, health, or other fringe benefit plan of the City. The City will not obtain worker's compensation insurance for Contractor. 11. LIABILITY AND 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), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER 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, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Paragraph 11 shall survive the expiration or termination of this Agreement. 12. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement. 13. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations Contractor shall immediately desist fi om and correct the violation. 14. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the per formance of Conti actor'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, subcontractors or successors in intei est, Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heidebrecht 4 Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Paragraph 14 will survive the expiration or termination of this Agreement. 15. 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 The CITY: City of Fort Worth Attn: Assistant City Manager 1000 Throckrnorton Street Fort Worth TX 76102-6311 Facsimile• (817) 392-8654 16. SOLICITATION OF EMPLOYEES. To CONTRACTOR: Bruce Heidebrecht 221 Milford Mill Road Pikesville, MD 21208 Bruce.Heidebrecht@maryland.gov Neither the 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, whether 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 person's employer. 17. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 18. NO WAIVER. The failure of the City or Contractor 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 the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 19. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted at law or in equity, is brought on the basis of 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. 20. 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. Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heidebrecht 5 21. 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. 22. 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 23. 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 hereto 24. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. Any changes to the scope of work or compensation must be in the form of a written, formal, authorized modification of this contract that is in accordance with all applicable state and city laws, regulations, and ordinances. In no event shall any verbal authorization changing the scope of work or verbal agreements for additional compensation be binding upon the City. 25. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants, statements, representations and promises agreed to by the parties. No agent of either party has authority to make, and the parties shall not be bound by, noi liable for, any covenant, statement, representation or promise not set forth herein. 26. 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, i esolution, ordinance or other authorization of the entity. The other party is filly entitled to rely on this warranty and representation in entering into this Agreement. Speaking Engagement Agreement — City of Fort Worth and Bruce J. Heidebrecht 6 IN VNTNESS WHEREOF, the parties hereto have executed this Agreement in multiples this /) "da � p lti Y of (.112015. CITY OF FORT WORTH By: Date: ��) Assista City Manager '973 -15 APPROVAL RECOMMENDED: By :12)/10111Cia Chief of Police ATTEST: By: APPROVED AS TO FORM AND LEGALITY: By: 1/40—ba--1(2( Assistant City Attorney w. Jay LM.- 14 .-.n1Y.no. ter ,MM&C RLQ Hiu— e7D Speaking Engagement Agreement — City of Fort BRUCE HEIDEBRECHT 6),7 By: Bruce Heidebrecht an' Bruce J. Heidebrec OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 7