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CONTRACT NO.
AGREEMENT FOR PROFESSION,MA IL SERVICES
This Agreement ("Agreement") is made and entered into on the � day of I94-,)2015, by and
between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas
("City"), acting by and through its duly authorized Assistant City Manager, and Dr. Bobby E. Smith d/b/a
Visions of Courage, Inc. ("Contractor").
1. SCOPE OF SERVICES.
Contractor hereby agrees to speak on the topic of "The Will to Survive: Dealing with the
Aftermath of Trauma"on Thursday, May 21, 2015 from 9:00 am to 1:00 p.m ("Services"). The audience
will be officers of the Fort Worth Police Department. Services shall be performed at the Public Safety
Training Center located at 505 W. Felix Street, Fort Worth, Texas 76115.
The City will be responsible for providing appropriate space and any necessary equipment required
by Contractor. Contractor shall advise the City of any needs regarding equipment within five (5) business
days of the day Services will be provided.
The City hereby grants Contractor permission to autograph and sell his books at the Public Safety
Training Center on Thursday, May 21, 2015 upon the conclusion of Services. It is agreed between the City
and Contractor that Contractor will be responsible for collecting and paying all taxes due on items sold upon
the conclusion of Services. The City assumes no responsibility for the payment of said taxes.
2. TERM.
Services shall be provided by Contractor for a term beginning on Thursday, May 21, 2015
beginning at 9:00 a.m. and ending at 1:00 p.m.
3. COMPENSATION.
In consideration of the Services to be performed hereunder by Contractor, the City promises and
agrees to pay Contractor an amount not to exceed $3,900.00 ("Fee") as full and complete compensation for
the Services to be performed hereunder, including any and all expenses incurred in connection with
performance of Services, except that City shall reimburse the Contractor for reasonable travel related
expenses (such as airfare to fly coach and mutually agreed upon hotel property). The Fort Worth Police
Department shall transport Contractor to and from the airport and hotel.
Payments for services rendered shall be due within thirty (30) days of the uncontested performance
of the particular services so ordered and receipt by the City of Contractor's invoice for payment of same. In
the event of a disputed or contested billing, only that portion so contested may be withheld from payment,
and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until
mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof.
a. Reimbursements. Contractor shall provide the City with invoices, documentation, or receipts for the
reasonable travel related expenses for which the Contractor is seeking reimbursement. Reimbursements by
the City for reasonable travel related expenses will not be made until after Contractor has provided the City
with invoices,documentation,or receipts for the incurred expenses.
OFFICIAL RECORD
CITY SECRETARY
Professional Services Agreement—City of Fort Worth and Visions of Courage,Inc. FT• WORTH, TX 1
4. TERMINATION.
4.1. Written Notice.
The City or Contractor may terminate this Agreement at any time and for any reason by
providing the other party with 10 days written notice of termination.
4.1 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to date of Services and Contractor has
purchased an airline ticket, the City agrees to pay a $75.00 administration fee, airline company's
cancellation fee, and increase in cost for rebooking of connecting training seminar's airline ticket,
and a hotel cancellation fee. In the event that this Agreement is terminated prior to the date of
Services and Contractor has not purchased an airline ticket, the City shall not be responsible for the
payment of any fees.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any
existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event
that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees
immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, 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 a third party without the prior written approval of the City. Contractor
shall store and maintain City Information in a secure manner and shall not allow unauthorized users to
access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City
immediately if the security or integrity of any City information has been compromised or is believed to have
been compromised.
6. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3)years after final payment under
this contract, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of the Contractor involving transactions relating to this Contract at no
additional cost to the City. Contractor agrees that the City shall have access during normal working hours to
all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable
advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent contractor as to
all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to
and in accordance with the conditions and provisions of this Agreement, Contractor 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, contractors and subcontractors. Contractor acknowledges that the
doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors.
Professional Services Agreement—City of Fort Worth and Visions of Courage,Inc. 2
Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Contractor.
8. LIABILITY AND INDEMNIFICATION.
CONTRACTOR 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS
AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
Paragraph 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement.
10. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations,
Contractor shall immediately desist from and correct the violation.
11. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor, its personal representatives, assigns, subcontractors or successors in interest,
Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
12. 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
Professional Services Agreement—City of Fort Worth and Visions of Courage, Inc. 3
representatives, (2) delivered by facsimile 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: To CONTRACTOR:
City of Fort Worth Visions of Courage, Inc.
Attn: Assistant City Manager Dr. Bobby E. Smith
1000 Throckmorton Street 1328 Audubon Avenue
Fort Worth TX 76102-6311 Baton Rouge, LA 70806
Facsimile: (817)392-8654 bobbysmith(ii),visionsotcourage.com
13. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor shall, during the term of this agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement, without
the prior written consent of the person's employer.
14. 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.
15. NO WAIVER.
The failure of the City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of 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.
17. 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.
18. FORCE MAJEURE.
The City and Contractor 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
performance due to force majeure or other causes beyond their reasonable control(force majeure), 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, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
Professional Services Agreement—City of Fort Worth and Visions of Courage,Inc. 4
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised 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 exhibits hereto.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed by
an authorized representative and delivered on behalf of such party.
No modification of this Contract shall be binding on the Contractor or the City unless set out in
writing and duly executed by both parties. Any changes to the scope of work or compensation must be in the
form of a written, formal, authorized modification of this contract that is in accordance with all applicable
state and city laws,regulations,and ordinances.In no event shall any verbal authorization changing the scope
of work or verbal agreements for additional compensation be binding upon the City.
22. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by
the parties. To the extent of any conflict, this Agreement supersedes the terms, conditions, and
representations set forth in the City's Request for Proposals, Contractor's Proposal and revised cost. No
agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any
covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement
only by a written amendment executed by both parties.
23. 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. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
IN iTNESS WHEREOF,the parties hereto have executed this Agreement in multiples this a day
of 2015.
Professional Services Agreement—City of Fort Worth and Visions of Courage,Inc. 5
CITY OF FORT WORTH VISIONS OF CO[ C.
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By: QLLBy: �
Assiste,eity Manager Dr. Bobby E. Smith
Date:
By: 04- /3- 15
Chief of Police
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NO M&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Professional Services Agreement—City of Fort Worth and Visions of Courage,Inc. 6