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CM-2016-1047 - 2/26/2016TRAINING SERVICES AGREEMENT THIS AGREEMENT made and entered into by and between National Association of School Resource Officers, Inc, a Florida non-profit corporation, whose address is 2020 Valleydale Road, Hoover, AL 35244, (hereinafter referred to as "NASRO"), and Round Rock Police Department whose address is 2701 North Mays Street Round Rock, Texas 78665, (hereinafter referred to as "the AGENCY.") WITNESSETH: WHEREAS, the AGENCY desires to retain the services of NASRO to conduct an Advanced SRO Training Program consisting of 24 hours of classroom instruction for School Resource Officers and other attendees; and, WHEREAS, NASRO has an established the Training Program and has qualified instructors to meet the needs of AGENCY for the education of School Resource Officers designated by the AGENCY, NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, AGENCY and NASRO agree as follows: TERM AND COMPENSATION NASRO agrees to provide to AGENCY required instructors and student materials fore the conduct of the Training Program during the following dates: April 4-6, 2016 AGENCY agrees to pay NASRO compensation in the total amount of Three Thousand Dollars ($3,000) which represents the minimum guarantee to NASRO for the conduct of the said Training Program. This minimum guarantee payment is predicated on the training of up to 10 students. It will be the AGENCY's responsibility to promote the Training Program, and to make every effort to attain the stipulated number of students or compensate NASRO for any shortfall. In the event that the number of students permitted by the Agency to attend the training program exceeds 10 students as set forth herein, the AGENCY agrees to pay NASRO at a tuition rate of $300 for each additional student. 2. SERVICES TO BE PROVIDED NASRO will provide at least one (1) qualified instructor for the Training Program consisting of twenty-four (24) hours consisting of three - eight hour days for the Advanced Training Course. The training location for the course of instruction is as follows: 2701 North Mays Street Round Rock, Texas 78665 NASRO will be responsible for providing an instructor and/or a facilitator for the training sessions. All student materials, instructor's per diem, lodging, travel and incidental expenses will be paid by NASRO. (Av1- 20 f (,, I o`h AGENCY shall be responsible for providing the classroom facilities and audio/visual equipment required by NASRO for each session of the course of instruction. NASRO agrees to provide technical assistance to AGENCY regarding classroom size and required equipment to be provided by AGENCY. Refreshment breaks for each session, if any, shall be the responsibility of AGENCY. 2. PAYMENT FOR SERVICES Final payment for all services to be provided pursuant to this Agreement shall be made to NASRO within thirty (30) days after the start of the course. 3. INDEPENDENT CONTRACTOR NASRO shall select the means, method, and manner of performing the services herein. Nothing is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting NASRO as the agent, representative, or employee of AGENCY for any purpose or in any manner whatsoever. NASRO is to be and shall remain an independent contractor with respect of all services performed under this Agreement. NASRO represents that it has or- will secure at its own expense all personnel required in performing services under this Agreement. Any and all personnel of NASRO or other persons while engaged in the performance of any work or services required by NASRO under this Agreement shall have no contractual relationship with AGENCY, and shall not be considered employees of AGENCY. Any and all claims that may or might arise under the state workers' compensation law on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against NASRO, its officers, agents, contractors, or employees shall in no way be the responsibility of AGENCY. NASRO shall defend, indemnify, and hold AGENCY, its officials, officers, agents, and employees harmless from any and all such claim to the extent of its general liability insurance limits. Such personnel or other persons shall neither require nor be entitled to any workers' compensation, rights, or benefits of any kind whatsoever from AGENCY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers' compensation or disability claims. 4. NON-DISCRIMINATION — AFFIRMATIVE ACTION In accordance with law of the State of Alabama or any other state having jurisdiction over this Agreement and AGENCY'S policies against discrimination, no person shall be excluded from employment or participation in or the benefits of any program, service, or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin; and no person who is protected by applicable federal or state laws, rules, or regulations against discrimination shall be otherwise subjected to discrimination. 5. INSURANCE NASRO agrees at all times to carry Comprehensive General Liability Insurance issued in the amounts and by a company or companies satisfactory to AGENCY. A Certificate of Insurance will be provided to AGENCY upon request. 2 6. INDEMNIFICATION NASRO hereby waives any and all claims for loss, damage or injury to property or person (including injuries resulting in death) allegedly caused by or arising out of the services to be performed herein or which may occur while NASRO is for any reason on or about the premises of AGENCY in connection with such work and NASRO hereby agrees indemnify and hold harmless AGENCY against any and all claims, by whosoever made (whether valid or otherwise) for loss, damage or injury to property or person (including injuries resulting in death) allegedly caused by or arising out of the training classes provided hereunder. The term "claims" wherever used in this paragraph shall include any of such claims in which AGENCY, its agents, servants, representatives or employees have or are alleged to have not contributed, in whole or part, to the loss, damage, or injury. 7. COPYRIGHTS AGENCY acknowledges that the Training Program and the training materials are the copyrighted work product of NASRO, which may not be copied, duplicated or released by AGENCY to any other person or entity without the expressed written permission of NASRO. 8. RECORDS — AVAILABILITY NASRO agrees that AGENCY, or any of its duly authorized representatives at any time during normal business hours, and as often as it may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, which are pertinent to the accounting practices and procedures of NASRO and involve transactions relating to this Agreement. 9. NON -ASSIGNMENT Neither party may assign, subcontract, transfer, or pledge this Agreement and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the other party. 10. MERGER AND MODIFICATION a. It is understood that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. b. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. 3 11. DEFAULT AND CANCELLATION a. Except as otherwise provided in this Agreement, if NASRO fails to perform any of the provisions of this Agreement or fails to administer and perform the training as set forth herein it shall constitute default. Unless NASRO's default is excused by AGENCY, AGENCY may upon written notice immediately cancel this Agreement in its entirety. In the event that AGENCY fails to perform its obligations pursuant to this Agreement, NASRO may elect, in its sole discretion, to (a) terminate performance under this Agreement, or (b) demand specific performance by AGENCY, or (c) provide the services AGENCY was required to supply and invoice AGENCY for the actual cost of such services plus a twenty percent (20%) administrative fee. In the event that AGENCY terminates this Agreement or any performance by NASRO thereunder, AGENCY agrees to reimburse NASRO for all of its actual losses and expenses as a result of such termination up to the date of termination. b. AGENCY and NASRO acknowledge that the instructors and participants may be active law enforcement officers who by virtue of their occupation may, at any time during the term of this Agreement, be subject temporary assignment to meet a local, regional or national emergency resulting in the cancellation or postponement of one or more training session. In such event, NASRO shall be entitled to receive compensation for those training sessions completed, and any out-of-pocket expenses incurred by NASRO prior to cancellation or postponement of one or more training sessions. C. The above remedies shall be in addition to any other right or remedy available to NASRO and AGENCY under this Agreement, the law, state statute, and/or in law or equity. d. The parties' failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. e. This Agreement may be canceled with or without cause by either party upon thirty (30) day's prior written notice to the other parry. 12. CONTRACT ADMINISTRATION In order to coordinate the services of NASROith the activities of AGENCY so as to accomplish the purposes of this Agreement, Pi Pk l k-, shall manage performance of this Agreement on behalf of AGENCY. Kerri Williamson shall coordinate performance by NASRO in this Agreement. 0 13. NOTICES Any notice or demand which must be given or made by a party hereto under the terms of this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices shall be sent as follows. As To AGENCY As To NASRO iCk 0-1i � (Contact person) James M. Canady Y')(kY1� - C, (Title) Executive Director 'J L(O7nf_ y✓ -5 (Address) National Association K'yki t2�c�,- (City/State) Resource Officers Inc 2020 Valleydale Road, Suite 207A Hoover, AL 35244 The laws of the State of Florida shall govern the interpretations, validity and construction of this Agreement; and the legal relations between the parties and performance under it. The appropriate venue and jurisdiction for any litigation hereunder will be those courts located within the State of Florida. Litigation, however, in the federal courts involving the herein parties will be in an appropriate federal court. If any provision of this contract is held invalid, illegal or unenforceable, the remaining provisions will not be affected. In the event of any litigation to enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs of litigation and all other costs or expenses directly related to the defense or prosecution of any such claim or cause of action. The parties agree to submit any unresolved dispute to pre-trial mediation before a certified circuit court mediator before the institution of any suit in any court of law. 14. AMERICANS WITH DISABILITIES ACT COMPLIANCE AGENCY acknowledges that it complies with the requirements of the Americans With Disability Act and its regulations and guidelines (collectively, the "ADA"). AGENCY further agrees to indemnify and hold NASRO harmless from and against any and all claims and expenses (including reasonable attorney's fees and litigation expenses), that may be incurred by or asserted against NASRO or its officers, directors and employees on the basis of AGENCY'S non-compliance with any of the provisions of the ADA. 15. FORCE MAJEURE Performance pursuant to this Agreement by either party is subject to acts of God, war, government regulation, disaster, strike, civil disorder, curtailment of transportation facilities, elimination of government funding or travel restriction, acts or threats of terrorism, governmental travel advisories, any health threat declaration or pandemic (e.g. SARS) in the jurisdiction of the AGENCY or on a national or regional basis that causes a reduction of attendees or other causes beyond the parties' reasonable control thus making it impractical or illegal to perform its obligations under this Agreement; or for any frustration of purpose for which the conference is being held. In such event, either party may cancel this Agreement without penalty or liability for any one or more of such reasons by written notice within three (3) days or as soon as practical from one party to the other of such occurrence or receipt of notice of any of the above occurrences. For use in this Agreement, the word "purpose" as referenced above is defined to mean the ability of NASRO to hold a successful conference and educational symposium at the Hotel and in the metropolitan area. This would include a group perception of the safety of persons and property in and around the AGENCY as a result of an actual or threatened man- made or natural disaster changing the atmosphere or environment of the AGENCY and surrounding areas, or any other situation affecting the reputation of the AGENCY in the national community, or any unforeseen event or series of events that affects or the ability of NASRO to conduct a successful Training Program. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year hereinafter set forth. WITNESS Mn' , -� %L, C` - WITNESS Kerri Wi i son, Training Coordinator Date: Z & N, National Association of School Resource Officers, Inc By:�?l - (,L"t James M. Canady (� Title: Executive Director Date: o' //4' n City of Round Rock ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing an Agreement with National Association of School Resource Officers, Inc. (NASRO) for an advanced SRO training program. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 2/26/2016 Dept Director: Allen J. Banks Cost: Indexes: Attachments: NASRO-Contract, NASRO-LAF Department: Police Department Text of Legislative File CM -2016-1047 Consider executing an Agreement with National Association of School Resource Officers, Inc. (NASRO) for an advanced SRO training program. The proposed contract would allow the National Association of School Resource Officers to present Advanced School Resource Officer (SRO) training at the Police Department on April 4-6. This course will allow the Department's SRO Unit to meet a recent legislative requirement for 20 hours of additional training by June 1. By hosting this training and allowing outside agencies to attend, the Department expects to complete this training at a reduced cost. The cost is $3,000 and will come from the Department's regular training budget. Staff recommends approving the contract. City of Round Rock Page 1 Printed on 212512016