HomeMy WebLinkAboutContract 44297 (2)CITY SECRETARY
CONTRACT NO.. qq744.
�I
AGREEMENT FOR PROFESSIONAL SERVICES
)11/
THIS A AGREEMENT ("Agreement") is made and entered into on day of
.4.e./} , 2013 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 Gary Hernbroth d/b/a Training for Winners(" Consultant").
RECITALS
WHEREAS, City has a substantial need to obtain training for the City's Public Events
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 Public Events 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 Public Events 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 March 26, 2013,
and ending on March 27, 2013, unless this Agreement is terminated earlier as provided herein.
Professional Services Agreement
OFFICIAL RECORD
CITY f`St:.-iiiiiirMief
!fen 1417n1R51119 ►,31i
1 of
RECEIVED MAR 21 2013
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 $13,500.00 ("Fee") as full and
complete compensation for the Services to be perfoiiued 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 50% of the Fee prior to the training and the remainder due
immediately following the Services.
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 CITY, AND CONSULTANT HEREBY
ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS,
Professional Services Agreement 2 of 7
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. AssiQnment. 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
Consultant penult its officers agents, employees, or subcontractors to engage in such
discrimination.
Professional Services Agreement 3 of 7
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 noinual 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.
Phis Section 10 shall survive the expiration or teznunation 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 perfoixned 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 perfolniance, attempted performance of' this Agreement, venue for
said action shall he in Tarrant County, Texas.
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:
Professional Services Agreement 4 of 7
City of Fort Worth — Public Events Department
1201 Houston Street
Fort Worth Texas 76102
(817) 392-6338
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. Severabilitv. 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 Maieure. 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,
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 5 of 7
IN WITNESS 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:
Su . an Alanis
ssistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
ATTEST:
Mary Ka)
City Secretary
�J
Professional Services Agreement
ti c
44*
000000 0\ 4
o �
o
c
o f:
ra
°000°Vetkele
T V re
etttnnt
GARY HERNBROTH
D/B/A TRAINING FOR WINNERS
r .+if:t(ri(i)(_)rAt_D
tkj,
rA1jt 11\'j
E� �(���G�l� il;lf��li
r�slin Vft10Wiiiii 4 5111
6of7
Exhibit A
1 125 Sunshine Circle • Danville, CA 94506
Phone/Fax 925-736-9392 • gary®trainingforwinners.com • www.trniningforwinners.com
Training Program Details
Training for Winners &
City of Fort Worth Public Events Department
March 12, 2013
Training for Winners (TFW) will develop and deliver a customized training program for the City of
Fort Worth Public Events Department (FWPED) in 2013, for its management, supervisory, and Line
staff teams involved with the Fort Worth Convention Center and the Will Rogers Memorial Center This
program will be delivered in a two 2-day installment with specific dates based on mutual availability.
Proposed time frames are spring and fall.
This program will be customized, and will include a variety of learning methods: Lecture, group
exercises, individual work, interactive exercises, and one-on-one personalized coaching. Topics will
emphasize customer service, communication, management/supervisory, and team -building tools.
TFW will provide this training installation for $13,500.00, plus covered normal travel expenses outlined
below, payable to Training for Winners. Payment is due at time of delivery. Covered travel items will
be invoiced by TFW immediately following the installment, and is due in 30 days. 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 $175.00 per hour.
Covered normal travel includes: Coach airfare, home off -airport parking, bridge toll, mileage (x
prevailing Federal rate), DFW airport transfers, accommodations (including room, tax, fees, in -room Wi-
Fi), and reasonable meals.
FWPED is responsible for providing the training site, materials, audio-visual, insurance, labor, and
equipment associated with delivery. Reproduction or other use of TFW content requires permission from
TFW.
Should this agreement be cancelled by FWPED after issuance of purchase order, TFW will receive
$5,900.00 for each canceled training day, no later than 21 days after notice of cancellation. 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 FWPED for any reason other than Act of
God, there will be an additional 10% charge to the training rate for each day changed. The parties below
warrant that they have the legal authority to bind their respective parties to this agreement.
Professional Services Agreement 7 of