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HomeMy WebLinkAboutContract 47265tcilotso G tc-• THIS AGREEMENT ("Agreement") is made and entered int o on November 1, 2015 by and between THE CITY O F T WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and GARY HERN 1 ROTH, an individual d/b/a Training for Winners ("Consultant"). CITY SF©RttW CONT ii\,1148 AGREEMENT FESSIONAL SERVICES 1 .a.. s1■ . . RECITALS WHEREAS, City has a substantial need to obtain training for the City's Planning & Development Department for professional development of staff and to assist in developing exceptional customer service skills; WHEREAS, City desires to hire a professional knowledgeable and experienced in training services related to providing exceptional customer service and professional development; WHEREAS, Consultant has represented that it is knowledgeable and experienced in providing services of training on exceptional customer service and professional development; and WHEREAS, City and Consultant mutually desire to enter into a contract to have Consultant perform training services for the Planning & Development Department. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Services. Consultant agrees to provide training to front line and supervisory personnel within the City's Planning & Development Department on Professional Development, Customer Service and Team Building, as detailed in Exhibit A, attached hereto and incorporated herein for all purposes ("Services"). City employees will be participating in this training as a required part of their duties. City will be responsible for providing appropriate space and any necessary equipment required by Consultant. Consultant shall advise City of any needs regarding equipment within five days of the first day Services will be provided. 2. Term. Services shall be provided by Consultant for a term beginning on January 1, 2016 and ending on December 31, 2016, unless this Agreement is terminated earlier as provided herein. ij JFFICIAL RECORD CITY SECRETARY r; -3 6-1Bo WflRTI.I9 Lin,; Professional Services Agreement 1 of 3. Fee. In consideration of the Services to be performed hereunder by Consultant, City promises and agrees to pay Consultant an amount not to exceed $20,000 ("Fee") as full and complete compensation for the Services to be performed hereunder, including any and all expenses incurred in connection with performance of the Services, except that City shall reimburse the Consultant for reasonable travel related expenses (such as airfare to fly coach, mutually agreed upon hotel property, parking, shuttle or taxi service to and from airport and a reasonable meal allowance) at Consultants cost. Upon execution of the Professional Service Agreement, City shall pay Consultant via the following schedule: $5,000.00 (due December 1, 2015), $8,000.00 (due March 1, 2016) and $7,000.00 (due June 1, 2016). Covered travel items will be invoiced by TFW immediately following each installment, with the full payment due 30 days following. 4. Termination Either party may cancel this Agreement at any time and for any reason by providing the other party with ten days written notice of termination. Upon Consultant s receipt of such notice by City, Consultant shall immediately discontinue all Services and the placing of all orders or the entering into of contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement, and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. In the event this Agreement is terminated prior to expiration of the Term City shall pay Consultant only for Services actually rendered as of the effective date of termination, in accordance with a final statement submitted by Consultant documenting the performance of such Services. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement 5. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is in the paid service of City. 6. Indemnification. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF Professional Services Agreement 2 of 9 CITY; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section 6 shall survive the expiration or termination of this Agreement. 7. Assignment. Consultant shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 8. Compliance with Law. Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents employees or subcontractors, then Consultant shall immediately desist from and correct such violation. 9. Non -Discrimination. Consultant, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Professional Services Agreement 3 of 9 Consultant permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth (` Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Consultant, its agents, employees or subcontractors. 10. Right to Audit. Consultant 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 any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph City shall give subcontractor reasonable advance notice of intended audits. This Section 10 shall survive the expiration or termination of this Agreement. 11. Fiscal Funding Out In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Consultant 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 shall have been appropriated. 12. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void 13. 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. Professional Services Agreement 4 of 9 14. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: City of Fort Worth — Planning and Development Dept. 1000 Throckmorton St Fort Worth, Texas 76102 (817) 392-8318 Gary Hernbroth 1125 Sunshine Circle Danville, CA 94506 (925) 736-9392 15. Non -Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such term or right on any future occasion. 16. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to the Project In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Consultant may use products, materials or methodologies proprietary to Consultant. The City agrees that Consultant s provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 17. 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. 18. Force Mateure. The City and Consultant 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 omission, fires, strikes, lockouts, national disasters, Professional Services Agreement 5 of 9 wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. 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. [SIGNATURES APPEAR ON FOLLOWING PAGE ] Professional Services Agreement 6 of 9 IN WI'I'I\ ESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective on the Effective Date. CITY OF FORT WORTH By: avtansh, Fernando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney ATTEST: Mary Kay City Secretary rNO mew, Ali 'WIRED GARY HERNBROTH D/B/A TRAINING FOR WINNERS [OFFICIAL RECORD CITY SECRITARY FT. woam, TX Professional Services Agreement 7 of Exhibit "A" 2016 Training Program Details 1125 Sunshine Circle • Danville, CA 94506 Phone/Fax 925-736-9392 • gary@a trainingforwinncrs.corn • www.trainingforwinners.com 2016 Training Program Details Training for Winners & City of Fort Worth Planning & Development Department November 23, 2015 Training for Winners (TFW) will develop and deliver a customized customer service training program for the City of Fort Worth Planning &Development (FWPD) in 2016, for its management, supervisory, alliance partners and front-line teams, consisting of five (5) training days (it is suggested that program be allocated in 3-4 installations), with exact dates based on mutual availability. TFW will provide this training for $20,000.00, plus covered normal travel expenses outlined below, payable to Training for Winners. FWPD will reproduce the workshop handouts for participants. Payments will be made to TFW via the following schedule : $5,000.00 (due December 1, 2015), $8,000.00 (due March 1, 2016) and $7,000.00 (due June 1, 2016). Covered travel items will be invoiced by TFW immediately following each installment, with the full payment due 30 days following. Late payments incur a $100.00 charge. As a special bonus, TFW will offer complimentary follow-up coaching to program participants (via phone or email) for those who request it, for up to 4 total hours. This benefit is normally $195.00 per hour. Covered normal travel includes: Coach airfare/bag fees (if any), home off -airport parking, bridge toll, home mileage (x prevailing Federal rate), DFW airport transfers, accommodations (including room, tax, fees, Wi-Fi), and reasonable meals during training trips. This program will include a variety of learning methods: Lecture, group exercises, individual work, interactive exercises, and one-on-one personalized coaching. Topics will emphasize internal/external customer service, communication, management/supervisory tools, and team -building essentials. FWPD is responsible for providing the training site, audio-visual, insurance, labor, theming elements, and equipment associated with program delivery. Reproduction or other use of TFW content requires permission from TFW. Should Acts of God make it impossible or not practical to deliver an installment, make-up date(s) will be selected (based on mutual availability), within 60 days of the original date(s), without penalty to either party, at the above rates and terms. Once dates are set, if they are changed by FWPD for any reason other than Act of God, there will be an additional 10% charge to the training rate for each day changed. FWPD also agrees to cover any additional travel expenses incurred by TFW resulting from weather delays. The parties warrant that they have the legal authority to bind their respective parties to this agreement.