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HomeMy WebLinkAboutContract 44305 (2)(MY Y 8ECkETARY / CONTRACT NO„ . PROFESSIONAL S ERVIC'=S CONTRACT del This Professional Services Contract ("Contract") is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas, with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, hereinafter called "City," and Personal Strengths Publishing, individually and doing business as a sole proprietor, with its principal location at Carlsbad, California, hereafter called "Contractor." 1. SCOPE OF SERVICES Contractor agrees to provide services for staff development and training, as more specifically described in the attached Exhibit A. In the event of any conflict between this Contract and Exhibit A, this professional services agreement shall control. COMPENSATION The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed Six Thousand Five Hundred and Ninety -Nine Dollars ($6.599.00). Exhibit A contains a more detailed compensation description on page 1, section 2 and page 3. Any additional amounts for any services, materials or expenses must be agreed to in writing by both parties. 3. TERM This agreement shall be effective upon date of final execution and shall expire upon completion of all services contemplated herein, but not later than February 21, 2014. 4. TERMINATION In accordance with sections 6 and 7 on page 1 of Exhibit Al the City may terminate this Contract at any time for cause or convenience of the City by notice in writing to Contractor. Upon the receipt of such notice, Contractor shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract. Contractor shall not be entitled to fees described in sections 6 and 7 on page 1 of Exhibit A should the City choose to exercise its option to terminate. 5. INDEMNIFICATION; RELEASE OF LIABILITY CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMIT'-D TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS DROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY DE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR Contractor shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City Contractor shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors. Nothing herein shams construed as creating a partnership or joint venture between the City and the OFFICIAL RECORD CITY SECRETARY RECEIVED kvIAR 2520 Ft WORTH, TX Contractor, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Contractor. INSURANCE Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement Coverage and Limits (a) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art 8308 — 1.01 et seq. Tex. Rev. Civ Stat.) and minimum policy limits for Employers' Liability of $100 000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100 000 per disease per employee General Requirements (a) All applicable policies shall name the 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 the City of Fort Worth. (c) 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 Manager, City of Fort Worth 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the 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. PROFESSIONAL SERVICES CONTRACT Personal Strengths Page 2 of 5 (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer their interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 9. CHOICE OF LAW: VENUE This Contract shall be construed in accordance with the internal law of the State of Texas. Should any action at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. 10. FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Contract if the performance is delayed by reason of war; civil commotion; acts of God' inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems, or any other circumstances which are reasonably beyond the control of the party. 11. CONFIDENTIAL INFORMATION Contractor understands and acknowledges that Contractor will be provided with information that may be confidential by law, rule, statute, ordinance or legal order. Contractor shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. Contractor agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City. Disclosure of, or unauthorized use of, any confidential information by Contractor is a material breach of this Agreement. If Contractor violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. Contractor agrees to indemnify and hold the City harmless for any claims or damages caused by Contractor's breach of this confidentiality provision. 12. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Contractor related to services performed under this Agreement, for audit purposes or otherwise. Contractor agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency the City will provide reasonable advance notice of any intended audits and the need for the information. Contractor agrees that it will keep records relating to the services provided hereunder for as long as required by law. PROFESSIONAL SERVICES CONTRACT Personal Strengths Page 3 of 6 13. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: If to City: City of Fort Worth Attn: Doug Wiersig 1000 Throckmorton Street Fort Worth, Texas 76102 EXECUTED on this, the, day of ACCEP 1 ED AND AGREED: CONTRACTQR: By: Name: Title: Date: ATT1= ST: By: Name: Title: daL 4QM-100. PROFESSIONAL SERVICES CONTRACT Personal Strengths Page 4of5 If to Contractor: Personal Strength Publishing Attn: John Thill P. O Box 2605 Carlsbad, California 92018 , 2013. CITY OF MET WORTH: Assistant City Manager Date: .394S,43 APP By: ea1/21.t.U1S1/4),Lic:0 4 II 414 arjetto00000000 ASts Oa% 9 owe i _„a 20 V CIO I Mary J. I yse A iet; City Secretary (I to a�'4�,,,� a'4" sa_ ,.kiel VED TO FORM AND LEGALITY: ". ete ` ` 4,-.)., ssistant City Attorney Exhibit A Scope of Services (Letter Agreement Dated February 21, 2013) PROFESSIONAL SERVICES CONTRACT Personal Strengths Page 5 of 5 PE RSONAL STRENGTHS February 21, 2013 Janice Thompson -Burgess City of Fort Worth Transportation and Public Works Department 5001 James Avenue Fort Worth, TX 76115 Dear Ms. Thompson -Burgess, This letter summarizes the agreement between Personal Strengths Publishing ("PSP") and City of Fort Worth Transportation and Public Works Department ("The City') and, when signed by you and returned to us, will represent a binding agreement between us pursuant to which Personal Strengths Publishing will provide the services herein described. The undersigned agree to the following' 1. PSP will provide The City with a one -day, on -site, customized learning event on March 22, 2013 that will include discussion and activities relating to motivation, behavior, and conflict management. 2. The City will pay PSP $4,500 for event design services, facilitation fees, a post -event conference call, and e-reports related to the event. In addition, The City will pay $69 95 per participant for materials. Materials and services include: Online SDI with processing and report generation, Portrait of Personal Strengths, SDI Quick Guide to Communication, SDI Interpretive Guide, Action Plan/Name Tent, and Have a Nice Conflict Book. 3. PSP's Partner and Master Facilitator, John Thill, will collaborate on the agenda and facilitate the event. 4. Travel, accommodations, meals, shipping, sales tax and incidental costs incurred by PSP will be billed to The City at direct cost incurred. Invoicing will occur upon completion of the program and payment will be due upon receipt. 5. The City will provide the training room, LCD projector, screen, 8 flip chart stands with 3M Post - It paper, and refreshments 6. Cancellation Clause: 30 - 16 days prior to event: 50% of trainer fees 15 - 0 days prior to event: 100% of trainer fees 7. Postponement Clause: 30 — 0 days prior to event: 25% of trainer fees 8. The materials are provided by Personal Strengths Publishing. By your execution and delivery of this agreement, you agree that all materials to be made available to participants are proprietary by City of Fort Worth Transportation and Public Works Department February 21, 2013 Page No. 2 nature, and that, without the prior written consent of Personal Strengths Publishing, may not be reproduced by The City. P.O. Box 2605 Carlsbad, CA 92018-2605 John@ps4sdi.com Tel 760.602.0086 Fax 760.602.0087 www.personaistrengths.com Individual Learning & Culture Transformation with the SDI PROPOSAL - January 30, 2013 City of Fort Worth Transportation and Public Works Department PERSONAL STRENGTHS verview The City of Fort Worth's Transportation and Public Works Department has initiated a re -organization plan to consolidate and improve the department s performance and effectiveness The organization is interested in using the Strength Deployment Inventory (SDI) and other tools from Personal Strengths Publishing as components of this change management plan. The Transportation and Public Works Department has committed to using the SDI for a full -day leaming event to be held in Fort Worth this March. The SDI will be used to help employees understand the motivation and values that drive behavior as well as the Portrait of Personal Strengths to understand how leamers prioritize and use their strengths differently. The learning event will be customized according to the specific department needs identified during planning calls. Experiential learning activities will be selected, modified or created in part based on the outcome of the pre -event planning calls. The overall focus will be on improving communication and creating productive relationships in the workplace Improvements in communication and relationship building will positively influence a growing culture of accountability and productivity. Outline Based on the objectives established during planning calls, the on -site teaming event will include facilitated discussion and experiential activities on motivation, behavior and conflict. The leaming event will build awareness, understanding and new skills for people. Learning reinforcement will include using the "Have a Nice Conflict" book after the event and a facilitated group conference call to be scheduled 4 to 8 weeks after the workshop. Obiectives The City of Fort Worth's Transportation and Public Works Department objectives are: • Increase each learner's self-awareness and awareness of others • Increase each learner's understanding of motivation and values and how they impact behaviors, team dynamics and interpersonal interactions • Increase awareness and develop new skills in conflict management • Use Relationship Awareness concepts and tools as "stepping stones" toward a culture that emphasizes accountability and productivity Benefits of Personal Strengths We bnng more than forty years of experience in working with people and organizations to serve their specific needs. Our assessments and programs provide the platform to make business and personal relationships more productive. We believe that the success of an organization depends on the quality of its relationships. P ERSONAL STRENGTHS Mailing address: P 0 Box 2605 Carlsbad, CA 92018 Physical address: 1946 Kellogg Avenue Carlsbad CA 92008 (800) 624-7347 (760) 602-0086 fax www.PersonalStrenoths.com We will partner with the City of Fort Worth to provide the following benefits: 1. Your program will meet your needs for both concepts and tactics 2. Our processes and tools are well researched, innovative and proven 3. Our program will be grounded in your unique strengths, culture and history (not a one -size -fits -all prescription) This proposal also assumes that the City of Fort Worth will: • Provide the training room, LCD projector, screen, chart stands with 3M Post -It paper, and refreshments for the workshop • Reimburse facilitator's actual costs for travel & expenses Investment Services Total services to include pre -event collaboration, planning and design, electronic report administration and generation on -site event facilitation and a post -workshop conference call: $4,500 Materials The fee for materials is 69.95 per learner. Materials will include the online administration of the SDI and Portrait of Personal Strengths, SDI Quick Guide to Communication, SDI Interpretive Guide, Action Plan/Name Tent and Have a Nice Conflict book. Reimbursable Expenses Travel, accommodations, meals, and incidental costs incurred by Personal Strengths are billed at actual cost. Estimated Maximum Investment I item Unit Cost Event Design, Facilitation and Admin. N/A with post -event conf. call & e. reports Materials Reimbursable Expenses $69.95 Quantity 1 20 participants Total $4,500 $1399.00 **Estimated at $700 Thank you for this opportunity to work with the City of Fort Worth to support the continued development and success of your employees and the further growth of the organization.