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HomeMy WebLinkAboutContract 62554Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 1 of 9 PROFESSIONAL SERVICES AGREEMENT This Professional Service Agreement (“Agreement”) is made and entered into by and between the City of Fort Worth (the “City”), and Government Procurement and Leadership Solutions (the “Consultant”), each individually referred to as a “party” and collectively referred to as the “parties.” 1.0 SCOPE OF SERVICES The Consultant agrees to conduct one, full-day procurement training session that cover various procurement topics as listed in the attached Exhibit A (“Services”). At the scheduled training, the Consultant shall provide eight hours of training between 8:00 am to 5:00 pm, Central Standard Time on the date and mutually agreed with the City. Training will take place at the Rockwood Park and Golf Course located at 1851 Jacksboro Highway, Fort Worth, Texas 76114. The City and the Consultant may agree to reschedule the date of the training, but any such rescheduling shall be at the City’s sole discretion. The training is further described in Exhibit A, which is attached hereto and incorporated herein for all purposes. 2.0 TERM This Agreement shall become effective upon execution by both parties and shall expire one year after, unless terminated earlier in accordance with the terms of this Agreement. 3.0 COMPENSATION The maximum amount to be paid to the Consultant by the City for all Services provided pursuant to or in relation to this Agreement shall be an amount up to four thousand two hundred dollars ($4,200.00). In no event will the City pay an annual amount exceeding this amount. It is agreed that this amount includes all costs, fees, or other amounts that the Consultant will incur in providing the Services and that the City shall not be liable for any other amount to the Consultant. Upon completion of the Services, the Consultant must submit an invoice for payment by emailing it to SupplierInvoices@fortworthtexas.gov. The Consultant will not be entitled to receive any compensation or money from the City for any additional services under this Agreement unless the City requests and approves in writing the additional costs for such services. 4.0 TERMINATION The City or the Consultant may terminate this Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. If the City terminates this Agreement with the required notice, The City shall not owe any compensation to the Consultant. Subject to the force majeure clause herein, if the Consultant does not provide the required notice, the Consultant shall pay the City $1000 within thirty (30) days of the notice of termination in the manner directed by the City. 5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES The City shall be responsible for providing the facilities and audio/visual equipment needed by the Consultant. The City shall not be required to purchase any new audio/visual equipment. The Consultant agrees to provide the City a list of necessary audio/visual equipment needed at least two (2) weeks prior to the start of Services. The City agrees to notify the Consultant of any equipment that is not available within two days of receiving the list of necessary equipment. The Consultant will provide at least one (1) qualified instructor (“Instructor”) for the training program who will facilitate the Services. The Consultant agrees to provide each registered course participant with course Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 2 of 9 materials pertinent to the subject areas to be covered. 6.0 RIGHT TO AUDIT The Consultant agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of The Consultant involving transactions relating to this Agreement at no additional cost to City. The Consultant agrees that the City shall have access during normal working hours to all necessary 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 the Consultant reasonable advance notice of intended audits. 7.0 INDEPENDENT CONTRACTOR It is expressly understood and agreed that the Consultant shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, the Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. The Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and The Consultant, its officers, agents, employees, servants, Contractors and Subcontractors. The Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and The Consultant. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of the Consultant or any officers, agents, servants, employees or subcontractor of the Consultant. Neither the Consultant nor any officers, agents, servants, employees or subcontractor of the Consultant shall be entitled to any employment benefits from the City. The Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION 8.1 LIABILITY - THE CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF THE CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - THE CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 3 of 9 INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF THE CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9.0 ASSIGNMENT The Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and The Consultant under which the assignee agrees to be bound by the duties and obligations of the Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. 10.0 COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS The Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies The Consultant of any violation of such laws, ordinances, rules or regulations, The Consultant shall immediately desist from and correct the violation. 11.0 NON-DISCRIMINATION COVENANT The Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of The Consultant’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY THE CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, THE CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12.0 NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by electronic mail with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the City: City of Fort Worth Attn: Brandy Hazel 100 Fort Worth Trail, Fort Worth, TX 76102 Email: Brandy.Hazel@fortworthtexas.gov To the Consultant: Government Procurement and Leadership Solutions Attn: Diane Palmer-Boeck 4653 Jones Street, Plano, TX 75025 Email: DPalmer-Boeck@nctcog.org Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 4 of 9 With copy to Fort Worth City Attorney’s Office at same address 13.0 GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 14.0 GOVERNING LAW / VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15.0 SEVERABILITY 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. 16.0 FORCE MAJEURE The City and The Consultant will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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 the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party’s performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 12 of this Agreement. 17.0 HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 18.0 REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or its Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 5 of 9 Exhibits. 19.0 AMENDMENTS/ MODIFICATIONS/ EXTENSIONS No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 20.0 ENTIRETY OF AGREEMENT This Agreement, including the attached Exhibits, contain the entire understanding and agreement between City and The Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21.0 IMMIGRATION NATIONALITY ACT The Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, The Consultant shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. The Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any The Consultant employee who is not legally eligible to perform such services. THE CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY THE CONSULTANT, THE CONSULTANT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to The Consultant, shall have the right to immediately terminate this Agreement for violations of this provision. 22.0 SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 23.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If The Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. The Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, The Consultant certifies that The Consultant’s signature provides written verification to the City that The Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 24.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 6 of 9 The Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, The Consultant certifies that The Consultant’s signature provides written verification to City that The Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 25.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES The Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, The Consultant certifies that The Consultant’s signature provides written verification to City that The Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 26.0 ELECTRONIC SIGNATURES. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 7 of 9 ACCEPTED AND AGREED: CITY OF FORT WORTH By: ___________________________ Name: Brandy Hazel Title: Interim Chief Procurement Officer Date: ___________________________ APPROVAL RECOMMENDED: By: ______________________________ Name: Brandy Hazel Title: Interim Chief Procurement Officer ATTEST: By: ______________________________ Name: Jannette 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:______________________________ Name: John Padinj Title: Senior Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A Form 1295 Certification No.: N/A CONSULTANT: By: Name: Title: Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 8 of 9 EXHIBIT A Procurement Month Training The goal is to provide a comprehensive training experience that meets the City’s expectations and supports the City’s commitment to continuous learning and community engagement. The Consultant looks forward to bringing this vision to life and working together to make this program a meaningful success. The following sections outline key assumptions, logistical details, and service responsibilities to ensure a seamless and effective training experience. Forecasting and Planning – ½ Day (4 hours) Annual budget preparation and bid planning, proactive review of available contracts and renewal options, market research, price indexes, bid planning Course Description: This course focuses on enhancing the skills required for effective forecasting and strategic planning within government procurement processes. Participants will gain practical knowledge on preparing annual budgets, conducting market research, and analyzing price indexes to support procurement decisions. Course Objectives:At the conclusion of this session, participants will be able to… Develop participants' skills in annual budget preparation and strategic bid planning. Enhance understanding of proactive contract management, including reviewing available contracts and renewal options. Strengthen knowledge of market research techniques and price index analysis for informed decision-making. Contract Negotiation and Execution – ½ Day (4 hours) This course provides an understanding of the final stages of the government procurement process, focusing on contract negotiation and execution. Participants will learn how to effectively manage and secure the best and final offers. The course will cover the roles of the City’s Purchasing Division, user departments, and legal teams in ensuring compliance, making minor adjustments, and executing contracts efficiently. Course Objectives:At the conclusion of this session, participants will be able to… Develop participants' skills in contract negotiation and execution. Enhance understanding of drafting city secretary contracts, including reviewing specifications and contract terms and conditions. Strengthen knowledge of contract negotiation, routing, and executing contracts. Professional Services Agreement CoFW and Government Procurement and Leadership Solutions Page 9 of 9 Proposed Date:March 11, 2025 Location Provision: The City shall provide a suitable venue for the training sessions, ensuring it is equipped with necessary facilities such as seating, audio-visual equipment, and adequate space for attendees. Number of Participants: Approximately 130 Session Materials: The Consultant will prepare an electronic PDF version of session materials. Certificate Handling: The Consultant will be responsible for preparing and issuing certificates of completion for participants. The Consultant and the City will mutually agree on the number of Continuing Education Hours. Refreshments and Breaks: If applicable, The City will provide refreshments, such as coffee water, and lunch for attendees during the training. If not, specify whether attendees should expect to provide their own, or if other arrangements will be made. Post-Event Evaluation and Feedback: The Consultant will handle post-event evaluations/ feedback collection to assess the training's effectiveness.