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HomeMy WebLinkAboutContract 44433� �. + � � � �� 1� T HIS AGREEIV�N'T ("Agreement") is made and entered into on %� day of %' '' � , 2013 by and between TI� CI� OF I''ORT �'VOYt'T�i, a home nile m'cipal co oration of the Sta.te of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and Gary Hernbroth d/b/a Training for Winners("Consultant"). � . VVIiEREA5, City has a substantial Development Deparhnent for professivnal exceptional customer service skills; VVHER:EA�, City desires to hire iraining services related to providing deveiopment; need to obtain traiuing for the City's Planning & development of staff and to assist in developing a professional knowledgeable and experienced in exceptional customer service and professional W�IEREt�S, Consultant has represented that it is knowledgeable and experienced in providing services of training on exceptional customer service and professional development; and W�iEREAS, 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: AGREEMEN'I' 1. Services. Consultant agrees to provide training to the City of Fort Worth Planning & Development staff for Prafessional Development, Customer Service and Team Building, as detailed in E�ibit 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 wi.11 be provided. 2. Teim. Services shall be provided by Consultant for a term beginning on June Ol, 2013 and ending on November 30, 2013, unless this Agreement is terminated earlier as provided herei.n. Professional Services Agreement :1, "' ;i. ; '- _ � ., , , � ;i• °� � 1 of � •� � - - ,� � 3. Fee. In consideration af the �ervices to be performed hereunder by Consultani, City promises and agrees to pay Consultant an amount not to exceed �15,500.00 ("Fee") as full and compleie compensation for the Services to be performed hereunder, including any and ail expenses incurred in connection with perfor€nance of the Services, except that City sha11 reimburse the Consultant for reasonable travel related expenses (such as airfaze to fly coach, mutually agreed upan hotel property, parking, shuttle or taxi service to and from aixport and a reasonable meal allowance) at Consultants cost. Upon execution of the Professional Service Agreemerat, 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 Agreemeni at any time and for any reason by providing the other party with ten days written not�ce of teimination. Upon Consultant's receipi of such notice by City, Consultant sha11 immediately discontinue all Services and the placing of all orders or the entering into of contracts for all sapplies, a.ssistance, facilities and materials in connection with the performance of this Agreement, and shatl proceed to cancei promptly all existing contracts insofar as they are chargeable to this Agreement. In the event this Agreement is terminated prior to expiratibn of the Term, City shall pay Consuitant only for Services acivally rendered as of the effective date of terminatian, in accordance urith 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 eompleted. or partially compieted documents prepared under this Agreement. 5. Inde.pendent Cantractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consulfiant shall have exclusive control of and the exclusive right to cantrol the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its afficers, agents, servants, employees, subcontractors and program participants. T`he doctrine af respondeat superior sha11 not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and no�kung herein shall be construed as creating a partnership or joint enterprise between City and Cousultant. It is expressly understood and agreed thai no officer, agent, employee, or subcontractor of Consultaut is in the paid service of City. . ��-� . .� � � � , ; � , . • I � 1 � � ) , • . � � � r � � �� . � � . . � . . � �, � ,� , � , . � , � � , i . �. ..�. . � �► �., . � !. . , � . � � ! � � • � , � , . . � ! . � � 1 � •` '' ` ' � � � � � �. . � � � ► � � �' � � t i � � � r � ► , i '� � � � � ► . � � � ' ' �' � i ' � � � � •' I i' ' , • , I , � � ! ' 1: � � 1� i ,�� �, 1 1 '` . '": � � ; ' �` `, 1' � •� � ; , 1 ': .1, " � ; � � . . �.� �. ;, � � � ; ��- . j - ��, E� � ; . ; ! �". ' , � !> ., ,�, r � �, � _ � . � �� �' � �1� � � � - i • � . ( ► ; � � , � . . i � ,, . ! � i • � . Professional Services Agreement 2 of 7 , , • •. � . � . � �► �. � � , . ,,�, , � �. �. , 1 � •. . . � . � . �� � � • , : � . • •. � � t . � . � �. .• . � 1 1 ' • . �� . � ! �' 1 � ! •" * + I � � . . �. . . �, � . . �. , �. � . . �• . i 1 . • . � i'' 1 •' , � • � . � � � ' : � � ' 1 1 ' � ,' .�. .�� �. � � ,. i `1 i f. .. � ; .. � , 1; �I� f, ; ' �� . � . ,�, _ !; � . 1_ . • � � � � 1� ' � � < :� € �. � ' ` `�" ► � . . � � � T • i .. .�_ . • � � ! �• 1 ' � ` • � . . � � . � . . �, , �. � , � � .,�. , • ` � • � � ., � � . , � � � � � i i � � � �� . : 1" • . �, ..� .1 ��► r� : • . , �. � �, •�i r �� ) , ��, : ., ` 's �' •' .�r . � �' ;�. � � r ., �' �f F ' F � � . � ` � � :�. :�; , . �; r ,, ■ , i � :, ` ir � .+% ■ ` s,x � , , ► � . � . . . . - . .'! _ , , � .. � ... , �.. � � � ► ♦. � , 1 i. i • • . � . �, . �. � � . . � . �. ..�. • , � � � � � i' 1 ! � � , . �, . � � , t � �. � il, , . ` : , . . � i` �I. ;14 � !r �, ,k .� . i� � (, . �l E Consultant shall require all of its subcontractors to include in theix subcontracts a release and indemnity in favor of City in substantially the same form as above. This Seciion 6 shall swcvive the expiration or termination of this Agreement. 7. Assi�nment. Consultant sha11 not assign or subcontract all or any pa.rt of iis 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 coxzstitute a breach of this agreement. 8. Com�liance with Law. Consulta.nt, its officers, agenis, employees and subcontractors, sha11 abide by and comply with all laws, federal, state and local, including a11 ordinances, rules a.nd regulations of City. It is agreed and understoad that, if City calls to the attention of Coasultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consuliant sha11 immediately desist from and correct such violation. 9. Non-Discriminaiion. 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 permit its officers, agents, employees, or subcontractors to engage in such disc�imination. Professional Services Agreement 3 of 7 This Ag;reement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the Cit3r Code of the City af Fort Worth ("Discrimination in Employment Practices"), and Consulta.nt hereby covenants and agrees thai Consultant, its agents, employees and subcontractors have fully complied with a11 provisions of same and that no employee or emplayee-applicani has been discriminafed against by either Consultant, its agents, employees or subcontractors. 10. ��ht tv 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 pertanent books, documents, papers and records of the Consultant involving transactio�s relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all n;ecessary Consultant facilities and shall be provided adequaxe 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 fiuuthher agrees ta include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees tbat the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and tlae right to examine any directly pertinent books, docunnents, papers and records of such subcontractor involving fransactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and sha11 be provided adequate and appxopriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shal.l give subcontractor reasonable advance notice of intended audits. 'This Seciion 10 shall survive the expiration or termination of this Agreement. 11. Fiscal Funding �ut. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will nofify Consultant of such occurrence and this Agreement shall terminate on the Iast da.y of the fiscal period for which agpropriations were received without penalty or expense to City of any kind wha.tsoever, exeept as to the portions of the payments herein agreed upan for which funds. sha11 have been appropriated. 12. Entire A�ment. This written instrument constitutes the eniire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or cont�mporaneous, oral or written agreement, which purpor�s to vary from the terms hereof sha11 be void. 13. Venue and �urisdiction. Should any action, whether rea1 or asserted, at law or in equity, axise out of the execution, performan.ce, attempted performance of thi.s Agreement, venue for said acti�n shall li� in Tarrant County, Texas. 14. Notices. Notices to be provided hereunder sha11 be sufficient if %rwarded to the ather party by hand-delivery or via U.S. Pastal Service certified mail, postage prepaid, to the address of the other pariy shown. below: Professional Services Agreement 4 of 7 City of Fort Worth — Planning & Development 100U Throckmorton Fort Worth, Texas 76102 (817) 392-831� Gary Hernbroth 1125 Sunshine Circle Danviile, CA 94506 (925} 736-9392 15. Non-Waiver. The failure of City ar Consultant to insist upon the performance af any term or provision af this Agreement or to exercise any right herein confez�red shall noi be construed as a wa.iver or relinquishment to any extent of Ciiy's or District's right to assert or rely upon any such term or right on any future occasion. 1b. Disclosure of Conflicts. Consultant hereby wan�ants to the City that Consultant has made full disclosu.re in writing of anY existing or potential conflicts of interest related to Consultant's services and proposed services with respect to the Projeci. Tn the event that an.y 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 Cansultant may use products, materials or methodolagies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City ta ha.ve 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 off'icers, agents and employees, further agrees that it shall treat all information provided to it by the City as cor�f'idential and shall not disclose any such information to any third pariy 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 Majeure. 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 performanee due to foree 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, natianal disasters, wars, riots, material or labor restrictions by any governmental authority, fransporta.tion problems and/or any other similar causes. 19. Headin�s not Controllin�. 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.] 5 of 7 Professionai Services Agreement i� WI'1�SS WHERE�IF, thc p�rli�s here�n t►�vc �xrcu�d ihis ��mnnt in multi�st� in i��rt Ri'�ith, '�a�nt evunty, '� exasA ta be �f�`ective on thc �ff'ectiv� I�atc. Ct�`Y �F F9RT'iNOR'F�i i�v : ��rnando Cnstg f�.�,.SiSl7flt �1tY �i8113�T4'P ����}'��� �.�!' �n I'�R�i�i �� 1..��P�►1.� �'�: i �� � i ��-� � As� t e;cy Attorn� :�`i"T1ES'£: � ��RY HERNSR4TH I�B1A TRA.T►�ING �QR �� � � �� � 1 I t Tvla�' K,t�y�er C'9t� �CGL�L�T}' � v i � bp�i 1 �. ; '�i � ' � � R _ � ;� S � . ', t 1 i2S Suraskti�a� Ci��l� � �?anvil�e, ��i �4SIl6 ,� ��. , , � . , __. _ _ _ _. _ .__, . ,_ _�_._ � _.�. , . „ � , � - ., �� � � , ,<<, � . �, � � � � r ,' + � � � . ,, , .' l�r� -r � / Training #'or VVinners (TFV� will develop and deliver a customized customer service training program for �lie Ci� of For� �orth Planning � I)evelopment I)eparttne�ni (F'VVPI)I)) in 2013, for its management, supervisory, and line-staff teams. This program will be delivered via two 2-hour workshops in June followed by 2 training days in the fa11 of 2013 (exact dates based on mutual availability). 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 internaUexternal custorner service, communication, management/supervisoty tools, and team- building essentials. TFW will provide this training for $15,500.00, plus covered normal travel expenses outlined below, payable to Training foa� i�innea�. This rate alsa includas handouts and materiats for the workshops. Payment of $7,750.00 is due at time of commitment, with the remainder due at the time of the June delivery. Covered h-avel items will be invoiced by TFW immediately following the installments, and payment is due 30 days following. Late payments incur a$100.00 charge. As a special bonus, TFT�will of, f'er compii�nentary, f'odlow-rtp coacd�i�tg to progrant participants (via phone or email) fo� those who request it, for up to 4 total haurs. This benefit is normaldy $195. 00 per hour. Covered norm�l 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. FWPDD is responsible for providing the training site, props (if used), audio-visual equipmant, insurance, labor, and equipment associated with program delivery. Reproduciion or other use of TFBV content requires permission from TFV�. Should this agreement be cancelled by FWPDD, TFW will receive �14,500.00 , no later than 21 days after noHce of cancellation. Should Acts of God make it impossible or nof practical to deliver an installment, make-up date(s) vvill be selected (based on mutual availability), within 60 days of the original date(s), withont penalty to either parly, at the above rates and terms. Once dates are set, if they are changed by FWPDD 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 warrant that they have the legal autharity to bind their respective parties to this agreement.