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HomeMy WebLinkAboutContract 44297 (;ITY SECRETARY CUNT AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT "Agreement" is made and entered into on day of 4 2013 h and between THE CTTV F FORT.� � ;� + �" WOR Tom, a home rule municipal corporation 'the State of Texas ("City"'), acting by and through its duly auth n*zed Assistant City Manager, and Garr embroth d/b/a Training o�r Winners("Consult t). RECITALS HE AS, City has a substantial need tol obtain training for the City's Public Events Department for professional development of staff and to assist in developing exceptions 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 train.in.g 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. NOS, THEREFORE, in consideration of the mutual covenants herein expressed, the parties ag-ree as follows.- AGREEMENT Vi. Services. Consultant agrees to provide, tra n* to front line and supervisory g , personnel thin.the City's Public Everts 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 he participating in this training as a rewired part of their duties. City will he responsible for p providing appropriate space and any necessary equipment on"�. re usired by Consultant. Consultant shall advise City of any needs regarding equipment wi n five days of the first day Services will he provided. 2. Term. Services shall he provided by Consultant for a term be inning on. March 26, 3, d ending on March 7, 2013, unless this Agreement is terminated earlier as provided heroin. ECO RD FO IF:IFF 71ro 1,4 L R I Professional Services Agreement I of 7 LF a�WO I W TX _43 RECEIVED M' R 21201 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 $131,500.00 ("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 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.7 in accordance with a final statement submitted by Consultant documenting the perfon-nance of such Services. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of aJI completed or partially completed documents prepared under this Agreement. 5. Ind,aendent 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 perforrning, 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 jo,int 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. Indenu-tification. CONSULTANT COVENANTS AND AGREESTO INDEMNIFY. ', 14OLD HARMLESS AND DEFEND,AT ITS OW-NEXPENSEI, 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 AN- A. ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, HE ER 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 '14EREIN,, 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 ASSUN/fFS ALL LIABILITY AND RESPONSIBIL.14Y 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 CHARACTERI "ETHER REAL OR ASSERTEDI, ARISING OUT OF OR I-NCONNECTION WITH THE EXECUTION, PERFORMANCE,, XITEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR TliE OPERATIONS, ACTWITIES AND SERVICES DESCFJBED 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, EMIPLOYEESI, SUBCONTRACTORS, INVITEES,, LICENSEES, OR PROGRAM PARTICIPANTS7 WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF FFICERS GENTS,SERVANTS, M E'S 9 CONTRACTORS OR SUBCONTRACTORS OF CITY. CONS"ULTANT" AGREES TO AND SHALL RELEASE CITN� 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. f 1. Consultant shall require all o,t I 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, T As,sigynment. 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 subcontnact of same without such prior written approval shall be void and constitute a breach of this agreement. 8. Compliance with Law. Consultantl 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, wil.1 riot discriminate against any person or persons because of disability, age, familial status, sex,, race, religion, color or national origin, nor will Consultant permit its otYtcers,,, agents, employees., or subcontractors, to engage in such discn*i,ru*nah'on. Professional Services Agreement 3 of 7 oloHwHHHHHHHHHHHHHHHHHHnHlHloloHHlmlwmmllmmmliNmlmlwm mK"im�...�•.�—. I.ms Agreement is made and entered, into with reference specifically to Chapter 17, Article 111, 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 employ ee-appli cant has been discriminated against by either Consultant, its agents., employees or sub,contractors. 10. RiAt 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 fight 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, docwnents, papers and records of such subcontractor involving transactions to the subcontract, and ftirther that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order tol conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. ""his Section 10 shall survive the expiration or termination of this Agreement. 11. Fiscal FundinR 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. 14. Notices. Notices to be provided hereunder' shall be sunicient if forwarded to the other party by hand-delivery or via, U.S. Postal Service certified mail, postage prepwd, to the address of the other,p sh.o below: Professional Services Agreement 4 of 7 0AY of Fort Worth —Public 'Events Department Gary Hembroth 1201 Houston Street 1125 Sunshine Circle Fort Worth, Texas 76102 Danville, CA 94506 (817)392-6338 (1925) 736-9392 1.5. Non-Waiver. J'he failure of City or ConsWtant 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 war-rants 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 f-Wl 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 in-formation laws and regulations, including, but not limited to, the Texas Open Records Act. Consultant, for itself and its offlicers, 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. Severa lily 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 ofssion In perfon-nance due to force mzkJeure or other causes beyond their reasonable control, including, but not lirnited to, compliance! with any government law, ordinance or regulation,, acts of God, acts of orrtission", fires, strikes,, lockouts., national disasters,, wars, nots, material or labor restrictions, by any goverm-nental authority, transportation problems and/or any other similar causes. 1 . Headin.as 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.] Professional Serviees Agreement 5 of 7 .............__................................................ I WITNESS WIFIEREOF, the parties hereto have executed his agreement in multiples in Fort Worth,, Tarrant County, Texas, to he effective on the Effective Date. CITY OF FORT WORTH GARY H ROr1"H. : B/A TRAINING FOR WINNERS » SU an Alois assistant City Manager PROVE AS "ro FORM AND EGA 7-A » Assistant City Attorney �0111'*A&%Nftw% AV 0 000 0 ATTEST- 0 P-A, Mar U�� w City Secretary Professional Services Agreement OFFICIAL RECORD] 6 of 7 C C T ITY SECRETARY' w TX Exhibit A rat rifxt ., In r honeff` 925­716-9392 eta (),t.Tainiri f' ca a . oni* w .traa.iaciiT forwinner. o .a Training Program Details Trainingfor Dinners City of Fort Worth Public Events,Department March 12,2013 Training for Winners TF v" will develop and deliver a customized training„program for the City of Fort Worth Public Events Department E in 2013,for its management,supervisory,and line staff teams involved with the Fort Worth Convention Venter 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$1 ,500, 0,plus covered normal ti-avel expenses outlined below,payable to"Training for Winners..Payment is due at time of delivery.Covered travel items will be invoiced by'I'FW immediately following the installment,and is due in 30 days.late payments incur a $100.00 charge. As a special bonus, TFW will ojjer complimentary follow-up coaching; to program participants(via phone or mail)for those who request rt,fair up to 4 total hours. This enef,it is normally 17 .00 per hour, Covered normal travel includes:Coach airfare,hone off-airport parking,bridge tell,mileage x prevailing Federal rate),L FW 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 ofTFW content requires permission from 'rFW. 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 alder notice of cancellation.Should Acts of God made it impossible or not practical to deliver an installment,snake-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 Acct of God,there will be an additional 10%charge to the training rate for each day charged.Tile parties below warrant that they have the legal authority to bind their respective parties to this agreement. Professional Services A Are+rnent "of*1