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CSC No. 53019
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TRAINING SERVICES AGREEMENT
This TRAINING SERVICES AGREEMENT("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ( "City"), a home rule municipal corporation, acting by and
through Jesus J. Chapa, its duly authorized Assistant City Manager, and INSTITUTE FOR THE
PREVENTION OF IN-CUSTODY DEATHS,INC.("Contractor"),Nevada corporation,acting by.and
through John G.Peters,Jr.,Ph.D, its duly authorized President and Chief Learning Officer. For purposes
of this Agreement,the term Contractor shall include Contractor,its authorized representatives, officers,
employees, and instructors who provide services on Contractor's behalf. The term City shall include its
authorized representatives,officers,employees,and directors.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B— Facilities Use Requirements;
4. Exhibit C—Verification of Signature Authority Form.
Exhibits "A," "B," and "C," which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits"A,"
"B,"or"C"and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct Excited Delirium and Agitated Chaotic Events Instructor training
for law enforcement personnel beginning on November 13, 2019 , and ending on November 14, 2019
("Services"). Each day, Contractor shall provide training from 8:00 am to 5:00 pm, Central Standard Time.
Services shall be performed at the Bob Bolen Public Safety Training Complex located at 511 W.Felix Street,
Fort Worth,Texas 76115("Premises").City and Contractor may agree to reschedule the dates of the training,
but any such rescheduling shall be at the City's sole discretion.City and Contractor agree that all training must
be completed by December 31,2019.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on December
31,2019,at 11:59 pm,unless terminated earlier in accordance with the terms of this Agreement.
3.0 COMPENSATION
Cost for Services shall be$325.00 per student enrolled in the training. The maximum amount to be
paid to the Contractor for all Services performed and expenses incurred hereunder shall not exceed$5,525.00.
Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City shall not
be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves
such expenses in writing.
Training Services Agreement
City of Fort Worth and IPICD
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CITY SECRETARY
FT WORTH,TX
Payment for Services shall be due within 30 days of uncontested performance of the particular services
so ordered and upon receipt by the City of Contractor's invoice for payment.
4.0 TERMINATION
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with at least 10 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder, City will notify Contractor 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 have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to
its natural expiration, City shall pay Contractor for services actually rendered up to the effective date of
termination, and Contractor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,
Contractor shall provide City with copies of all completed or partially completed documents prepared under
this Agreement. In the event Contractor has received access to City Information or data as a requirement to
perform services hereunder,Contractor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
by Contractor. The City shall not be required to purchase any new audio/visual equipment. Contractor 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 contractor of any equipment that is not available within two (2) days of
receiving the Contractor's list of necessary equipment. Contractor also agrees to provide the City with
information regarding the classroom size necessary to conduct the training at least two (2)weeks prior to the
start of Services.
The City requires a one(1)week notification prior to the scheduled training if changes are made to
the Contractor's course schedule or materials.
Contractor will provide at least one(1)qualified instructor("Instructor")for the training program who
will facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
Contractor must provide certificates of completion within seventy-two (72) hours of the City's
submittal of the final roster. Certificate of completion to include:
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• Participant Name
• Course Name
• Course Date
• Total Training Hours
6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
6.1 Disclosure of Conflicts. Contractor hereby warrants to 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 City in writing.
6.2 Confidential Information. Contractor, for itself and its officers, agents, and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of City.
6.3 Unauthorized Access. 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 City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event Contractor
shall in good faith use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1.0 of this Agreement. Contractor shall be escorted by a City employee at all times
while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises
contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
parties acknowledge that federal and state law set forth the access requirements for CJIS protected data.
The parties agree to comply with all federal and state law requirements regarding access to CJIS protected
data.
Contractor shall sign in and out at the front desk of Premises upon entry and exit. Contractor shall
carry a valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor 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 Contractor involving transactions relating to this
Agreement at no additional cost to City. Contractor agrees that City shall have access during normal
working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work
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space in order to conduct audits in compliance with the provisions of this section. City shall give Contractor
reasonable advance notice of intended audits.
9.0 INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor 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,
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, consultants, and
subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers,agents, servants,and employees, and Contractor,its officers,agents,employees,
servants, contractors, and subcontractors. Contractor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Contractor.It is further understood that
City shall in no way be considered a co-employer or a joint employer of Contractor or any officers, agents,
servants,employees,or subcontractors of Contractor. Neither Contractor,nor any officers,agents,servants,
employees, or subcontractors of Contractor shall be entitled to any employment benefits from City.
Contractor 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.
10.0 LIABILITY AND INDEMNIFICATION
11.1 LIABILITY- CONTRACTOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS,PROPERTYDAMAGEAND/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.
10.2 GENERAL INDEMNIFICATION - CONTRACTOR 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 CONTRACTOR'S
BUSINESS AND ANYRESULTING LOST PROFITS)AND/OR PERSONAL 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 CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION- Contractor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright,trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
against City pursuant to this section, Contractor shall have the right to conduct the defense of any
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such claim or action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however,City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Contractor in doing so.In the event City,for whatever reason,assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Contractor shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Contractor timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under this
Agreement.If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially
adversely restricted, Contractor shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,provided that such modification does not
materially adversely affect City's authorized use of the software and/or documentation; or(c)replace
the software and/or documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to City; or (d) if none of the
foregoing alternatives are reasonably available to Contractor,terminate this Agreement and refund
all amounts paid to Contractor by City,subsequent to which termination City may seek any and all
remedies available to City under law.
11.0 ASSIGNMENT AND SUBCONTRACTING
11.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement,as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
12.0 INSURANCE
Contractor shall provide City with Certificate(s)of Insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
12.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000- Each Occurrence
$1,000,000- Aggregate
12.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of 30 days' notice of cancellation or reduction in limits of coverage
shall be provided to City. Ten(10)days' notice shall be acceptable in the event of
non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort
Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth
City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of"A-VII"in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of the City's Risk Management Office. If the rating is
below that required,written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor commencing any work
pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS, ORDINANCES,RULES,AND REGULATIONS
Contractor 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 City notifies Contractor of any violation of such laws, ordinances,
rules,or regulations,Contractor shall immediately desist from and correct the violation.
14.0 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 CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
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15.0 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 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 CITY:
City of Fort Worth
Attn:Jesus J. Chapa
Assistant City Manager
200 Texas Street
Fort Worth TX 76 1 02-63 1 1
Facsimile: (817)392-8502
With a copy to the City Attorney's Office at the same address and to:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Institute for the Prevention of In-Custody Deaths,Inc.
Attn: John G. Peters,Jr.
209 South Stephanie Street,B249
Henderson,NV 89012
Phone: 702-518-7014
16.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one (1) year after its termination, solicit for employment or employ, whether as an 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.Notwithstanding the foregoing,this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its govermnental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement, or the failure to exercise any right granted herein, shall not constitute a waiver of City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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19.0 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 the state courts located in Tarrant County, Texas, or the United States District Court for the
Northern District of Texas,Fort Worth Division.
20.0 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.
21.0 FORCE MAJEURE
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, 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.
22.0 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.
23.0 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 rule of construction that any ambiguities are to be resolved
against the drafting parry shall not be employed in the interpretation of this Agreement or Exhibits "A,"
"B,"or"C."
24.0 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 executed by an authorized representatives of both parties.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits "A," `B," and "C," contains the entire understanding and
agreement between City and Contractor,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 that it conflicts with any provision of this Agreement.
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26.0 COUNTERPARTS
This Agreement may be executed in one or more counterparts, and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27.0 WARRANTY OF SERVICES
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within 30 days
from the date that the services are completed.In such event, at Contractor's option, Contractor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty,or(b)refund any fees paid by City to Contractor for the nonconforming services.
28.0 IMMIGRATION AND NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon
request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Contractor 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 Contractor employee who is not legally eligible to perform such services.
CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
29.0 OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation which are created, published, displayed, and/or produced solely and exclusively for the
services provided under this Agreement(collectively"Work Product"). Further, City shall be the sole and
exclusive owner of all copyright,patent,trademark,trade secret, and other proprietary rights in and to the
Work Product.Ownership of the Work Product shall inure to the benefit of City from the date of conception,
creation,or fixation of the Work Product in a tangible medium of expression(whichever occurs first).Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof,is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right,title,and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
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30.0 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.This Agreement and any amendment hereto
may be executed by any authorized representative of Contractor whose name,title,and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C." Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
31.0 CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or an
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action,or an executed
merger or acquisition agreement. Failure to provide the specified documentation may adversely impact
future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor 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,
Contractor certifies that Contractor's signature provides written verification to the City that
Contractor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By. Jesus J.Chapa(Nov 5,2019) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Assistant City Manager
APPROVAL RECOMMENDED: Bradv wPsfion wyricK
BY: Brady Weston Wyrick(Nov 5,2019)
Name: Brady Weston Wyrick
Title: Police Officer
By:
E win Kraus(Nov 5,2019)
Name: Edwin Kraus APPROVED AS TO FORM AND
Title: Chief of Police LEGALITY:
ATTEST:
By: Matt Murray(NOV 5,2019
McLryT K� sv er ®��, Name: Matthew A, Murray
Mary J.Kayser(Nov 5,2019) " /
By: Title: Assistant City Attorney
Name: Mary J.Kays '°
Title: City Secretar CONTRACT AUTHORIZATION:
V' M&C: (None Required)
* ` Date Approved:
�L?Ca5 Form 1295 Certification No.: N/A
INSTITUTE FOR THE PREVENTION OF IN-
CUSTODY DEATHS,INC.
Name: John G.Peters,Jr.,Ph-D
Title: President and Chief Learning Officer
Training Se vGMQU RECORD
City of Fort W t t NETARY
FT WORTH,TX
EXHIBIT "A"
SCOPE OF SERVICES
Excited Delirium and Agitated Chaotic Events Instructor 6.0: Recognizing,Responding,
Preventing,and Investigating Arrest-Related and Sudden,In-Custody Deaths
This is the most contemporary, scientifically-and evidence-based instructor program on excited
delirium and agitated chaotic events(ACE)you can attend or host! Through the use of actual event
videos, case studies,and scientific research,you will be prepared to not only teach a User-Level
program to your colleagues,but also identify and know how to respond to such medical emergencies.
Excited delirium events have been around for a long time.Although not a medical or psychological
diagnosis,the term can be found in an 1881 American medical treatise and in many contemporary
medical and scientific articles. Although there are 4 broad evidence-based categorical causes of excited
delirium behavior, often only drug-induced behaviors are discussed and taught. The IPICD Excited
Delirium Instructor program identifies, discusses, and teaches all the categorical causes of excited
delirium behavior, as well as how to identify the many behavioral cues associated with each categorical
cause.
In addition to excited delirium behavioral cues other agitated chaotic events (ACE)are also
identified, discussed, and taught to assist you and your agency in managing and minimizing liability.
Few people missed the tragic May 26,2012 face-eating event in Florida that resulted in an arrest-related
death.ACE events include,but are not limited to autism,Post-Traumatic Stress Disorder(PTSD),
epilepsy(SUDEP), and similar events. These events often result in an arrest-related death.
Arrest-related deaths refers to the sudden,unexpected death of an individual who is in the process of
being arrested or seized, or who has been captured and controlled by law enforcement officers.Many
times, electronic control devices (ECD)are associated with these deaths.This IPICD instructor program
discusses the role and scientific research about ECDs,and highlights the strengths and weaknesses of
ECDs being associated with such deaths.
Evidence-and scientifically-based treatment and response protocols are also discussed.Learn how to
best capture, control,and restrain a person who is in an excited delirium or agitated chaotic state.
Understand the roles of 911 call takers, dispatchers, and emergency medical service(EMS)providers
and why they,too,need to be trained.
It is not a matter of"if'you or your agency will experience an arrest-related death that may involved
a person who is in a state of excited delirium or agitated chaotic state,but "when" it will occur. Be
prepared.Avoid a potential"failure to train" lawsuit that focuses on why officers were not trained in
this "core task."
TOPICS:
The IPICD Instructor program is based upon scientific,medical, experiential, and legal research and is
the most current multidisciplinary program available on the subject.Topics include,but are not limited
to:
• History of sudden death
• Who is at risk for sudden death?
• Pre-disposing factors
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• History of excited delirium
• Categories of excited delirium
• Excited delirium syndrome
• Agitated Chaotic Events(ACE)and sudden death(categories,behaviors, &responses)
• Causation(scientific, legal,medical,general,&specific)
• Behavioral Cues(psychological, communication, &physiological)
• 911 call taker and dispatcher roles
• Excited Delirium Intervention Best Practices
• Electronic control devices (ECD)-associated deaths
• Positional asphyxia(science v.non-science)
• Neck restraints and arrest-related/sudden deaths (AR-SD)
• Restraint methods and AR-SD
• Pepper spray and AR-SD
• Illicit drugs and AR-SD (e.g.,cocaine,methamphetamine,Ecstacy, etc.)
• Prescription drugs and AR-SD(e.g.,Zoloft®,Adderall XRO,Ritalin®,etc.)
• Organic drugs and AR-SD(e.g., Salvia,etc.)
• Synthetic drugs and AR-SD(e.g.,bath salts,etc.)
• Over-the-Counter drugs and AR-SD(e.g.,Aspirin, etc.)
• Poly-drug combinations and AR-SD
• Substance abuse v. dependence
• Bacteria and its role in AR-SD
• Epilepsy and AR-SD(SUDEP,behaviors, &responses)
• Diabetes and AR-SD(2 categories,behaviors, &responses)
• Delirium(types,causes,behaviors, &responses)
• Dementia(types, causes,behaviors, &responses)
• Hyponatremia(causes,behaviors, &responses)
• Alcohol dependency, abuse,and withdrawal(behaviors&responses)
• Sickle cell trait and sudden death
• Energy drinks
• Mental disorders(types, causes,behaviors, &responses) and AR-SD(e.g.,Bipolar;
• Schizophrenia;Panic; OCD;PTSD;ADHD)
• Autism(causes,behaviors,&responses)
• Suicide-by-cop
• Mental illness and excited delirium: The response disconnect
• Developing an excited delirium policy
• Developing excited delirium and Agitated Chaotic Event training
• ADA issues;
• HIPAA issues;
• Transport issues;
• Psychological autopsy and its use in AR-SD
• Report writing for excited delirium,ACE, and AR-SD
• Teaching a User-Level program
Materials include a program workbook,table top exercises, 911 protocol,handouts,access to smartphone
applications, special supplemental pages on the IPICD Website to stay current with new research and
analyses, certificate, and more.
Training Services Agreement
City of Fort Worth and IPICD
Page 13 of 19
EXHIBIT`B"
FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX
1.0 LOCATION
1.1 Location. City does hereby grant to Contractor the use of certain space within the following
location for the purpose of conducting Excited Delirium and Agitated Chaotic Events Instructor training
("Services")for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX
76115
The Bob Bolen Public Safety Training Complex shall be referred to as"Premises"throughout this
Exhibit.
1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Premises and hereby accepts the Premises,AS
IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR
IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY,AND
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF
TEXAS.
2.0 USE OF THE PREMISES
2.1 Contractor may use the Premises to conduct the Services in accordance with this
Agreement in support of its mission and for no other purpose.
2.2 Contractor shall only have use of the Premises beginning November 13,2019,at 7:00 am,
and ending November 14, 2019, at 5:30 pm,Central Standard Time.
2.3 In the event of a change in hours or availability of the Premises,such change shall not give
rise to any claim against the City by the Contractor,whether for lost profits, cost,overhead, or otherwise.
2.4 Contractor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.5 Contractor may not use any part of the Premises for any use or purpose that violates any
applicable law,regulations, or ordinance of the United States,the State of Texas,the County of Tarrant,or
the City of Fort Worth,or other lawful authority with jurisdiction of the Premises.
2.6 Contractor understands and agrees that the parking areas at the Premises are not for the
exclusive use of the Contractor and that the City and the Premises' patrons may use the parking spaces at
any time.
Training Services Agreement
City of Fort Worth and IPICD
Page 14 of 19
3.0 HOLDOVER TENANCY
Unless terminated earlier pursuant the terms of this Agreement,this Agreement will expire without
further notice when the Term expires. Any holding over by Contractor after the Term expires will not
constitute a renewal of the Agreement or give Contractor any rights in or to the Premises,except as a tenant
at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement, Contractor
shall:
4.1.1 Ensure that all Program Participants and any other individual using the Premises
comply with any and all policies,rules,and regulations governing the use of the Premises.
The City will provide a copy of any such policies,rules,and regulations within a reasonable
time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond the
Contractor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City, and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City at least 24
hours prior to the scheduled start time.In case of emergency or Force Majeure Events,the
Contractor must notify the City promptly upon learning of such emergency or Force
Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.5 Report any maintenance or repair needs to the City as soon as practicable.
4.1.6 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit
brought in connection with any injury, death, or damages at the Premises. Contractor
agrees to make its officers,representatives, agents, and employees available to City, at all
reasonable times,for any statements and case preparation necessary for the defense of any
claims or litigation for which City may be responsible hereunder. Contractor shall place
language in its contracts with subcontractors that subcontractors shall notify City as
required by Contractor in this subsection.
4.1.7 While City will commission and oversee all repairs,Contractor will reimburse City
for any repairs that are made for any damage that occurs during Services hours.
4.1.8 City will provide Contractor with necessary keys and security codes for access to
the Premises.
4.1.9 Contractor will notify City immediately if the security of the Premises is
compromised.
Training Services Agreement
City of Fort Worth and IPICD
Page 15 of 19
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at the
Premises for the ordinary and intended use of such, which includes lighting, heat and air
conditioning,and water. City shall not be liable or responsible for accidents or unavoidable
delays.
4.2.2 Ensure the Premises is suitable for its intended purpose.
4.2.3 Ensure the Premises is ready for set up by Contractor in accordance with any
reasonable requests of the Contractor.
5.0 LIENS
Contractor shall do no act or make any contract that may create or be the foundation for any lien
upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be
void. Should any purported lien on City property be created or filed, Contractor, at its sole expense, shall
liquidate and discharge the same within ten(10)calendar days after notice from the City to do so. Should
Contractor fail to discharge the same,such failure shall constitute a breach of this Agreement,and the City
shall have the right to terminate this Agreement immediately. However, Contractor's financial obligation
to City to liquidate and discharge such lien shall survive following termination of this Agreement and until
such a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, at Contractor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all
Services or scheduled time set forth in this Agreement. Contractor shall restore and yield said Premises,
equipment, and all other properties belonging to the City back to City at the expiration of the Services or
scheduled time set forth in this Agreement in as good or better condition as it existed at the beginning of
the Services or scheduled time set forth in this Agreement and in which Contractor found them.
6.2 Contractor will not do or permit to be done any injury or damage to the Premises, or any
part thereof, or permit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other property belonging to the City by the erection or removal
of equipment or any other improvements, alterations, or additions. No decorative or other materials shall
be nailed, tacked, screwed, or otherwise physically attached to any part of the Premises, or to any of the
furnishings or fixtures of the City,without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Contractor will pay the costs of repairing any damage
that may be done to the Premises or any of the fixtures, furniture, or furnishings by any act of Contractor
or any of Contractor's officers, representatives, servants, employees, agents, Program Participants, or
anyone visiting the Premises upon the invitation of the Contractor. The City shall determine, in its sole
discretion,whether any damage has occurred,the amount of the damage,the reasonable costs of repairing
the damage, and whether, under the terms of this Agreement, the Contractor is responsible. City shall be
the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixtures, or
Training Services Agreement
City of Fort Worth and IPICD
Page 16 of 19
furniture by the Contractor. The costs of repairing any damage to the Premises shall be immediately due
and payable by the Contractor upon Contractor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City, Contractor may place any signs within the
Premises necessary to indicate Contractor's name and location. Any sign shall be prepared and installed by
the Contractor, at the sole cost of Contractor, in accordance with applicable rules and regulations of the
City and in keeping with the Premises' decor. Any special requirements of Contractor contrary to the above
must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
If either party is unable, either in whole or part,to fulfill its obligations under this License due to
acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections; riots; epidemics; public health crises; earthquakes; fires; floods;restraints or prohibitions by
any court, board, department, commission, or agency of the United States or of any state; declaration of a
state of disaster or of emergency by the federal, state, county, or City government in accordance with
applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of
the United States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond
the parties' reasonable control (collectively "Force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure
Event occurs, the City may, in its sole discretion, close or postpone the opening of its Premises,parks, or
other City-owned and operated properties and facilities in the interest of public safety and operate them as
the City sees fit. Contractor hereby waives any claims it may have against the City for damages resulting
from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
In providing use of the Premises by Contractor, City does not relinquish the right to control the
management of the Premises, or the right to enforce all necessary and proper rules for the management and
operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement;maintaining,repairing,or altering the Premises;or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal,
state, or local laws, rules, or regulations. In the event of an emergency, no advance notice from City is
required.
9.0 LICENSES AND PERMITS
Contractor shall,at its sole expense,obtain and keep in effect all licenses and permits necessary for
its operation.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the following
upon termination or expiration of the Agreement:
Training Services Agreement
City of Fort Worth and IPICD
Page 17 of 19
10.1 Prior to the effective date for expiration or termination of the Agreement, Contractor shall
promptly remove all of its personal property; provided, however, Contractor shall not be obligated to
remove any fixtures. Contractor shall also repair any damage to the Premises that occurred during
Contractor's use of the Premises, including, but not limited to, any damage that Contractor causes during
removal of Contractor's property,to the reasonable satisfaction of the City.
10.2 If Contractor fails to comply with its obligations in this Section, City may, at its sole
discretion, (i) remove Contractor's personal property and otherwise repair the Premises and invoice
Contractor for City's costs and expenses incurred,such invoice to be due and payable to City within thirty
(30)calendar days of its delivery to Contractor; or(ii)following no less than thirty(30)calendar days prior
written notice to Contractor,take and hold any of Contractor's personal property as City's sole property; or
(iii)pursue any remedy at law or in equity available to City. If Contractor fails to surrender the Premises to
City following termination or expiration of the Agreement, all liabilities and obligations of Contractor
hereunder shall continue in effect until such is surrendered.
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth(loth)
calendar day after the effective date of termination.
11.0 ACCESS
11.1 Contractor will only use areas of the Premises that are approved in advance by City.
11.2 Contractor will assure that Program Participants adhere to the Services hours set forth in
the Agreement. Earlier access may only be granted by prior written arrangement.
11.3 Program Participants shall not congregate or loiter in front of the main entrance of the
Premises or in the parking lot.
Training Services Agreement
City of Fort Worth and IPICD
Page 18 of 19
EXHIBIT G°C"
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
have the authority to legally bind Contractor and to execute any agreement,amendment, or change order
on behalf of Contractor. Such binding authority has been granted by proper order,resolution,ordinance,or
other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth
in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Contractor.
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Title:
Signature
Name:
i
Signature of President I CEO
Other Title:6ka( Iearlw, cdKI&2-i
Date:
Training Services Agreement
City of Fort Worth and IPICQ
Page 19 of 19