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HomeMy WebLinkAboutContract 61260CSC No. 61260 CONSULTANT AGREEMENT BETWEEN NATIONAL INSTITUTE OF GOVERNMENTAL PURCHASING, INC. AND CITY OF FORT WORTH, TEXAS THIS CONSULTANT AGREEMENT (together with any attachments referred to below, the "Agreement") is entered into and made effective as of April 8, 2024 (the "Effective Date"), by and between National Institute of Governmental Purchasing, Inc., a Wisconsin non -stock corporation with its principal office located at 13800 Coppermine Rd., Herndon, VA 20171 ("NIGP"), and the City of Fort Worth, Texas with its principal office located 100 Fort Worth Trail, Fort Worth, TX 76102 ("Client"). NIGP and Client may each be referred to as a "party" and collectively as the "parties." WHEREAS, NIGP is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, and its exempt purposes include developing, supporting, and promoting the public procurement profession through premier educational and research programs, professional support, and advocacy initiatives that benefit members and constituents; WHEREAS, in accordance with and in furtherance of its tax-exempt purposes, NIGP offers educational training courses for the professional development of government procurement professionals ("Courses"); and WHEREAS, Client wishes to retain NIGP to provide Courses pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the receipt and adequacy of which are mutually acknowledged, the parties, intending legally and equitably to be bound, agree as follows: 1. Provision of Courses. NIGP agrees to provide Courses for Client based on the NIGP Course offerings selected by Client. The proposed schedule is below: RESPONSIBLE EVENT TIME ALLOCATED COURSE DATE TIME Eastern Time Zone Bobbie Tolston Orientation 1 hour SPCORE MAY 2, 2024 9-10 AM Participant Self -Study 10 hours SPCORE May 2-31, 2024 Participant/Instructor Office Hours 15 mins SPCORE May 7 & 21, 2024 5 — 6 PM Bobbie Tolston Live Event 3 hours SPCORE June 6, 2024 9-12 AM OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Participant Self -Study 10 hours PACORE June 14 — July 12, 2024 Participant/Instructor Office Hours 15 mins PACORE June 18 & July 9, Noon to 1 PM 2024 Bobbie Tolston Live Event 3 hours PACORE July 18, 2024 9 to 12 Participant Self -Study 13 hours SCCORE July 19 - September 6, 2024 Participant/Instructor Office Hours 15 mins SCCORE July 26 & Aug 9 Noon to 1 PM & September 2, OR 2024 5to6PM Bobbie Tolston Live Event 16 hours SCCORE September 11 & 9 AM to 5 PM 13, 2024 Participant Assessment Testing September 16 to Online 20, 2024 Participant Course Evaluation Evaluation Client agrees that NIGP shall only be required to provide the Services if the number of attendees registered meets the minimum attendee requirements of 12 at least thirty (30) days prior to the Course start date. In the event Client is unable to meet the minimum attendee requirements, the parties may mutually agree in writing to reschedule or cancel that Course. Client may register additional attendees within ten (10) days of the Course start date. Client agrees to submit the list of participants 10 days prior to the start date. 2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless this Agreement is earlier terminated in accordance with Section 5. This Agreement may be renewed or extended for one additional one-year period by a written agreement signed by both parties. NIGP shall promptly inform Client in writing of any actual or potential delay in the timely performance of the Services, and the reason(s) for such delay. 3. Pavment and Fees. 3.1 Fees. Client shall pay NIGP for each registered Course attendee in accordance with the following fee schedule: 2 Activity Price Instructor Fee (includes all facilitation listed in the table in Section 1 above) $4,500 Per Participant Registration Fee ($600 / participant based on 22 participants) $13,200 On Demand PPAD Access for up to 7 people Free Construction Specializations for 6 people $2,700 Technology Specializations for 2 people $900 Total for all services listed above (actual total will change based on actual enrollment and $21,300 attendance) The total amount of payment under this Agreement shall not exceed $23,000, and City shall not pay any fee not specifically listed above. It is understood that all fees listed above include all costs, fees, and expenses associated with providing the services under this Agreement. 3.2 Pavment and Invoices. NIGP shall submit invoices for each Course within thirty (30) days of the conclusion of each Course. Invoices shall include: (i) the title of the Course; (ii) the date(s) of the Course; (iii) the registered number of attendees; (iv) the actual number of attendees; (v) the per attendee fee in accordance with Section 3.1; and (vi) the invoice total based on the registered number of attendees or the actual number of attendees, whichever is higher, multiplied by the applicable per attendee fee. Invoices shall be submitted to the Client Staff Contact, as set forth in Section 6. Client shall pay each invoice no later than thirty (30) days after receipt. 4. Changes and Modifications. Any material changes to the Services or the terms of this Agreement must be set forth in writing and signed by both parties. 5. Termination. 5.1. Termination for Convenience. Either party may terminate this Agreement for convenience at any time by giving the other party thirty (30) days' prior notice in writing. Client shall reimburse NIGP for any costs and expenses incurred by NIGP in the performance of the Services prior to the effective date of termination. 5.2. Termination for Material Breach. Either party may terminate this Agreement if the other party breaches any of its representations or warranties, or fails to observe or perform, or breaches, any term or condition of this Agreement, and does not cure such breach or failure within fifteen (15) days after receipt of notice of such breach or failure. Client shall reimburse NIGP for any costs and expenses incurred by NIGP in the performance of the Services prior to the effective date of termination. 6. Client Staff Contact. Client's representative with respect to this Agreement (the "Client Staff Contact") is Jo Ann Gunn, Chief Procurement Officer, Financial Management Services. The Client Staff Contact may be changed by Client from time to time; Client will promptly notify NIGP in writing of any such change. 7. NIGP Staff Contact. NIGP's representative with respect to this Agreement (the "NIGP Staff Contact") is Karen Robinson, Events and Programs Administrator. The NIGP Staff Contact may be changed by NIGP from time to time; NIGP will promptly notify Client in writing of any such change. 8. NIGP Responsibilities. NIGP agrees to: Assign an instructor for each Course who meets or exceeds the minimum requisite skill sets established for each particular Course. • For virtual courses, provide materials for each course online. 9. Client Responsibilities. Client agrees to: • Provide NIGP Staff Contact with a confirmation of registered attendees thirty (30) days prior to the Course start date. • Ensure that students will be able to access virtual courses currently delivered through Zoom. 10. Course Cancellation Policv. In the event Client is unable to meet the minimum attendee requirements for a particular in -person Course, the parties may mutually agree in writing to cancel that Course without penalty, provided that Client provides such notice at least thirty (30) days in advance. If Client notifies NIGP within thirty (30) days of the Course start date, Client shall be required to pay NIGP for all expenses incurred in connection with the Course in advance of such notification. In the event Client meets the minimum attendee requirements for in -person courses, but cancels a Course for any reason within thirty (30) days of the Course start date, Client shall be liable to NIGP for the applicable fees as set forth in Section 3.1, multiplied by the minimum number of attendees. 11. Confidential Information. 11.1. Definition. During the term of this Agreement, each party (the "Receiving Party') acknowledges that it may receive or have access to certain Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means all non-public information of the Disclosing Party that the Disclosing Party considers confidential or proprietary, regardless of whether such information is marked or designated as such and regardless of whether information is transmitted through oral, written, electronic, or digital means. Confidential Information shall include, but is not limited to, confidential or private information, proprietary information, trade secrets, data and information, reports, discussions, summaries, analyses, studies, compilations or other memorialization of or relating to the Disclosing Party's operations, programs, activities, policies, procedures, practices, financial condition, donor lists, membership lists, and standards. Confidential Information shall also include the existence and terms of the Agreement as well as conversations or information relating to or involving any parties whose information is included in the Confidential Information. Confidential Information shall retain its confidential nature whether or not partially developed, supplemented, or enhanced by the Receiving Party during the term of this Agreement. Confidential Information does not include any information that has been publicly known or made available through no wrongful act or omission of the Receiving Party. All Confidential Information, in whatever form provided, shall remain the sole property of the Disclosing Party. 11.2. Use of Confidential Information. Unless expressly authorized in writing by the Disclosing Party, both during and after the term of this Agreement, the Receiving Party will not use Confidential Information for its own benefit or for the benefit of anyone other than the Disclosing Party, or disclose such information to anyone outside of the Receiving Party. The Receiving Party shall use all reasonable efforts to keep this information confidential. Confidential Information shall be maintained by the Receiving Party in the same manner as it would maintain its own Confidential Information, but no less than a reasonable degree of care. 11.3. Effect of Termination. Upon expiration or termination of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Material to the Disclosing Party in its possession. The obligations set forth in this Section I I shall survive any expiration or termination of this Agreement. 11.4. Client is a government entitv under the laws of the State of Texas and all documents held or maintained by Client are subiect to disclosure under the Texas Public Information Act. To the extent this Agreement requires that Client maintain records in violation of the Act, Client herebv obiects to such provisions and such provisions are herebv deleted from this Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Provrietarv. Client shall promptly notifv NIGP. It will be the responsibility of NIGP to submit reasons obiecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Client, but by the Office of the Attornev General of the State of Texas or by a court of competent iurisdiction. 12.Ownership and License of NIGP Materials. Client hereby acknowledges and agrees that NIGP is the sole owner of all right, title and interest in and to the NIGP Materials. Subject to the terms and conditions of this Agreement, NIGP hereby grants to Client only during the term of this Agreement, and Client hereby accepts from NIGP, a limited, non-exclusive, non- transferable, revocable right and license, with a limited right to sublicense such right and license to Client's designated employees ("Authorized Users"), to use the NIGP Materials only in the form made available by NIGP and only in the manner set forth herein. Client and Authorized Users shall be permitted to use the NIGP Materials solely as is necessary to perform the Client's obligations hereunder, and in connection with the Services provided by NIGP hereunder. Client expressly acknowledges that the foregoing grant is provided on a non- exclusive basis, and NIGP shall retain the right to provide the NIGP Materials to, and to enter into similar business arrangements with, other entities or persons during the term of this 5 Agreement. Except as expressly permitted in this Agreement, Client may not (i) reverse engineer, decompile, disassemble, translate or create any derivative work of the NIGP Materials; or (ii) sublicense, distribute, or sell or use or permit use of the NIGP Materials for any other purpose or for or by any person or entity (including Client's affiliates and subsidiaries) other than Client's Authorized Users. Nothing in this Agreement shall convey to Client any further rights, title, or interest in and to the NIGP Materials, or any other NIGP interests, licenses or rights, and nothing herein shall be construed as granting to Client any exclusive rights or in limiting in any manner any of NIGP's rights or activities. 13. Recordkeeving and Audit. NIGP shall retain and maintain all records and documentation relating to this Agreement for a period of two (2) years following the expiration or termination of this Agreement. Client shall have the right to receive all NIGP documents that pertain to this Agreement for the purpose of auditing the payments hereunder during the two year period so long as NIGP is provided reasonable advanced notice of the Audit and NIGP is able to provide the documents via electronic means. 14. Insurance. Each party shall secure and maintain insurance coverage in amounts sufficient to cover its obligations hereunder. It is understood and agreed that the City is self -insured. 15.Indemnification. Each party shall be responsible for the acts, omissions, negligence, malfeasance, or misfeasance of itself, its employees, its subcontractors, or its contractors. 16. Warranties. Each party covenants, warrants, and represents that it shall comply with all laws and regulations applicable to this Agreement and all activities contemplated by this Agreement, that it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person, and that it shall exercise due care and act in good faith at all times in performance of its obligations under this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement. 17. Independent Contractor Status. The relationship of the parties is that of an independent contractor, and nothing in this Agreement shall be construed as creating any association, joint venture, partnership, or agency relationship of any kind between the parties. NIGP has the right to control and direct the means, manner and method by which the Services hereunder are performed. 18. Force Majeure. Neither party shall be considered in breach of or in default under this Agreement and shall not be liable to the other party for any failure of or delay in the performance of its obligations under this Agreement when such failure or delay is due to an act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods), war, strikes or labor disputes, loss of power, embargoes, government orders, acts of terrorism, or any other similar event beyond a party's reasonable control (a "Force Majeure Event") that makes it illegal, impossible, or commercially impractical to provide the Course or otherwise fulfill a party's obligations under this Agreement; provided, however, if a Force Majeure Event occurs, the affected party shall, as soon as practicable: (1) notify the other party of the Force Majeure Event and its impact on the affected party's performance, and (2) use 2 reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement. 19. Intentionally Omitted. 20. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof. 21. Severability. The invalidity in whole or in part of any provision of this Agreement shall not affect the validity of other provisions. 22. Waivers. No waiver by any party of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Client or NIGP of the same or any other provision. Any party's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of such party's consent to or approval of any subsequent act. 23. Notices. All notices, demands, and other communications hereunder shall be in writing and shall be delivered by electronic mail as follows. If to NIGP, to: National Institute of Governmental Purchasing 13800 Coppermine Rd. Herndon, VA 20171 ATTN: Carrie Winter, Director, Events and Programs Delivery cwinter@nigp.org If to Client, to: City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, TX 76102 ATTN: Jo Ann Gunn Email: jo.gunn@forthworthtexas.gov 24. Assignment; Binding Effect. Neither party may assign its rights or duties under this Agreement without the other party's prior written consent. This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns. 25. Applicable Law. Intentionally Omitted. This Agreement, including any schedules, amendments, modifications, waivers, or notifications relating thereto, must be in writing signed by the parties and may be executed and delivered by facsimile, electronic mail, or other electronic means. Any such facsimile, electronic mail transmission, or communication via such electronic means shall constitute the final agreement of the parties and conclusive proof of such agreement, and shall be deemed to be in writing and to have the same effect as if signed manually. This Agreement may be executed in counterparts, each 7 of which shall be deemed to be an original, and which together shall be deemed to constitute one instrument. [Signatures appear on following page.] NATIONAL INSTITUTE OF GOVERNMENTAL PURCHASING, INC. Signature Carrie Winter Print Name Director, Events and Program Delivery Title April 8, 2024 Date ACCEPTED AND AGREED: CITY OF FORT WORTH: By: T Gun Apr 9,202408:34 CDT) Name: Jo Ann Gunn Title: Chief Procurement Officer Date: APPROVAL RECOMMENDED: By: Name: Brandy Hazel Title: Senior Purchasing Manager ATTEST: 4 � man ,07 Pvo °=A ddd* e, By: Name: Jannette S. Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Zvi Name: Michelle Green Title: Administrative Services Coordinator APPROVED AS TO FORM AND LEGALITY: Wi��4L By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 1295: N/A 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX