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HomeMy WebLinkAboutContract 53661 RECEIVED CSC No. 53661 MAR 17 2020 CITY OE FORT WORTH PROFESSIONAL SERVICES AGREEMENT CITY SECRETARY This PROFESSIONAL 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 Law Enforcement Training Associates,Inc. ("Contractor"), acting by and through Mike Demarcus, its duly authorized Director. 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—Rental Fees and Policies 4. Exhibit C— Facilities Use Requirements; 5. Exhibit D—Verification of Signature Authority Form. Exhibits"A,""B,""C,and"D,"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," "C, or "D" 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"Advanced Vice and Narcotics"training for law enforcement personnel beginning on April 13, 2020, and ending on April 17, 2020 ("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,Room 1134("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 April 17,2020. 2.0 TERM This Agreement shall become effective upon execution by both parties April 13,2020 and shall expire on April 30,2020,at 11:59 pm,unless terminated earlier in accordance with the terms of this Agreement. 3.0 CONSIDERATION &COMPENSATION 3.1 Enrollment Fee.The standard prescribed fee that Contractor charges for the"Advanced Vice and Narcotics"Training is$460.00 per student for each day the Contractor's training is provided ("Enrollment Fee").Under no circumstances shall City be held liable for the Enrollment Fees of any attendee of the training who is not an employee of the City. The maximum amount to be paid to the Contractor for the"Advanced Vice and Narcotics"Training shall not exceed Thriteen Thousand Eight Hundred Dollars($13,800.00). Contractor shall not perform any additional services or bill for expenses Professional Services Agreement City of Fort Worth and Law Enforce TPafirin As . CffY SECRETARY FT `?�lORl'iH,TX incurred for City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services or expenses. 3.2 Facility Use Fee. The standard prescribed fee for the use of the Premises, as described in Exhibit B of this Agreement, is an amount of$475.00 per day("Facility Use Fee"). The training described by this agreement will be for a total of five day,which equates to a total Facility Use Fee of $2,375.00. 3.3 Exchange of Value. In lieu of a cash exchange for the Facility Use Fee, City and Contractor agree that as consideration for the use of the Premises listed above by Contractor, the City shall be entitled to five free enrollments and one additional enrollment for every five paid students enrolled for"Advanced Vice and Narcotics"training for a minimum valued discount of$2,300.00. Contractor and City agree that the provision of these enrollments to the City without the Enrollment Fee represents fair and equitable consideration for the Facility Use Fee described above. 4.0 TERnIINATION 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 minimum enrollment for Services is eight (8) participants. If the enrollment minimum is not met,the parties agree to confer in good faith regarding whether to reschedule or cancel the Services. The City requires a two(2)week notification prior to the scheduled training if changes are made to the Contractor's course schedule or materials. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 2 of 28 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: • 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 3 of 28 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 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 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. 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 Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 4 of 28 BUSINESS AND ANY RESULTING 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 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 5 of 28 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 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. 13.0 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. 14.0 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 76102-6311 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: Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 6 of 28 Law Enforcement Training Associates, Inc. Attn: Mike Demarcus P.O. Box 2745 Peachtree City, GA 30269 Phone: (305)986-5476 15.0 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. 16.0 GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 17.0 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. 18.0 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. 19.0 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. 20.0 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 7 of 28 21.0 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. 22.0 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 party shall not be employed in the interpretation of this Agreement or Exhibits "A," `B ""C ,or"D." 23.0 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. 24.0 ENTIRETY OF AGREEMENT This Agreement,including Exhibits"A,""B,""C,"and"D,"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. 25.0 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. 26.0 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. 27.0 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 (I-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 Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 8 of 28 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. 28.0 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. 29.0 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. 30.0 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. 31.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Contractor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply. 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 Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 9 of 28 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) Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 10 of 28 At;(;OYFED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring,and T�sus J. Chapa administration of this contract,including Ry: Jesus J.Chapa(Mar 16,20'-za)- ensuring all performance and reporting Name: Jesus J. Chapa requirements. Title: Assistant City Manager APPROVAL RECOMMENDED: 479W&f 09WN_ By: James Dunn(Mar 10,2020) Name: James Dunn Title: Officer By: E 'n Kraus(Mar 13,2020) Name: Edwin Kraus APPROVED AS TO FORM AND Title: Chief of Police LEGALITY: �F��rY I ATTEST Q; Q� Tayl r Paris(Mar 16,2020) AW ;'�Ir Name: Ta nr Paris By: MaryJ.rayser(Mar 17. 20) * _ Title:. Assistant City Attorney Name: Mary J. Kayser Title: City Secretary CONTRACT AUTHORIZATION: M&C: (None Required) j Date Approved: • Form 1295 Certification No.: N/A LAW ENFORCEMENT TRAINING ASSOCIATES, INC. By: Name: Mike Demarcus Title: Director Ztessmna!serwes Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. age OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX EXHIBIT"A" SCOPE OF SERVICES Advanced Vice and Narcotics Investigations This is a five-day(36 hour)training block that is designed for Patrol Officers, Gang Detectives, Narcotics Detectives, Vice Detectives and Organized Crime Investigators. The goal of this training is to give officers a training base on how to initiate and investigate subjects who are involved in Vice and Narcotics Investigations. Instructors will utilize actual law enforcement videos and case studies to illustrate proper and improper investigative techniques. Case laws and case studies relating to the various aspects of the training will be covered to validate training techniques. The instructors for this training have many years of investigative experience in their respective fields of law enforcement. Advanced Vice and Narcotics Investigations Street level prostitution operations Investigating Pimps and Human Trafficking Cases In and out call prostitution investigations Undercover Investigations Handling Confidential Informants Investigating Escort Agencies Narcotics Reverse Sting Operations Tactical Narcotics Techniques Street level narcotics investigations Street level prostitution stings Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 12 of 28 I. Prostitution Investigations Course length: 8 hours Lecture Goals: The goal for this training section is to show investigators how to initiate and successfully prosecute street level prostitutes by utilizing undercover prostitution investigations which include street level reverse sting operations and hotel operations. Officer safety issues and investigative techniques will also be covered during the curriculum which will show investigators how to plan operations and how to safely arrest johns and prostitutes during these undercover operations. Objective: At the end of the training section students will be able to initiate and investigate street level prostitution subjects including johns, prostitutes and pimps. Various case laws pertaining to these types of investigations will give investigators the knowledge to properly investigate prostitution crimes. Ethics and entrapment issues will be covered for these types of investigations. Videos and numerous law enforcement pictures will be utilized during this training segment to reinforce techniques that will be taught to the attendees. II. Undercover Operations Course length: 4 hours Lecture Goals: The goal for this training section is to cover handling confidential informants, initiating narcotics investigations, vice investigations and establishing officer safety techniques. Objective: At the end of the training section the officers will be able to understand the outlines and proper procedures in handling confidential informants. Officers will also learn investigative techniques to properly set up and initiate undercover operations including vice and narcotics related investigations. The training presented will be supported with audio, video and pictures related to undercover investigations. III. Narcotics Reverse Sting Operations and Buy/Bust Operations Course length: 8 hours Lecture Goals: The goals of this training section will cover the importance of narcotics units being proactive by conducting narcotics reverse sting operations. The instructors will present numerous case studies of reverse sting operations targeting both DTO's and street level narcotics dealers and users. The class will detail how to initiate and properly conduct safe reverse sting investigations by detailing how to contact narcotics related subjects, and carefully document all Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 13 of 28 phases of the investigation. The curriculum will also detail the benefits of using reverse sting operations to seize the financial assets of DTO's. The class will additionally detail the tactical aspects and officer safety issues involved these types of investigations. Objective: At the end of this training segment investigators will have a comprehensive understanding of how to utilize reverse sting operations to infiltrate DTO's and how to conduct street level reverse sting operations. Investigators will additionally be able understand the options which can be utilized to convert seized assets of DTO's to assist their agencies in funding future investigations. IV. Tactical Narcotics Techniques Course length: 4 hours Lecture Goals: The goals of this training section will cover the current narcotics trends and vice trends that are being utilized by gang members and narcotics subjects during street level activities. Investigators will be taught investigative methods that can be used to target street level narcotics dealers and individuals involved in street level prostitution. Instructors will cover the "Tactical Narcotics Techniques"theory and operations, which can be conducted by patrol officers, gangs units, vice units and narcotics units. The instructors will detail how to set up and oversee covert TNT operations which are utilized through surveillance based investigations. Tactical and officer safety issues will be covered during the training segment. This phase of training will be supported through case studies including audio and video presentations of investigations. Objective: The TNT training will show officers how to safely and effectively perform surveillance-based investigations and how to successfully arrest narcotics buyers and dealers by performing tactical operations as well as implementing the same type of operation to target area's afflicted with street level prostitution. The investigators will also learn how to investigate businesses which are associated with narcotics and prostitution violations. The instructors will concentrate on establishing and following proper procedures for TNT operations and how to involve other facets of their law enforcement agencies as well as citizens. V. Undercover Escort Investigations Course length: 8 hours Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 14 of 28 Lecture Goals: The goal of this block of instruction is to show investigators how to locate and investigate Escort agencies which are associated with prostitution and organized crimes. Investigators will be shown various investigative techniques that can be used to also prosecute these businesses and associates under money laundering investigations. Objective: At the end of the training block investigators will be able to identify escort agencies, successfully investigate the businesses and how to track financial investigations related to the business. II. Undercover Storefront Operations Course length: 4 hours Lecture Goals: The goal of this training section is to show investigators how to set up and manage undercover storefront locations and warehouses. The curriculum will detail the benefits for law enforcement agencies to have these tools to investigate DTO's as well as subjects involved in selling stolen merchandise. Instructors will detail the equipment needed and show investigators how to properly set up and manage the locations during investigations. Numerous case studies will be presented during the training section including undercover videos and pictures. Objectives: At the end of this training block, the investigators will be able to advise law enforcement administrators of the benefits for establishing these types of facilities for conducting reverse sting operations, buy/bust operations and long term stolen property locations. The course will show investigators the benefits such as obtaining video and audio evidence which will solidify their investigations in the judicial system. The most important objective is to show agencies the benefits for officer safety and civilian safety by conducting investigations in undercover locations. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 15 of 28 Instructor Bios: Advanced Vice and Narcotics Investigations Mike DeMarcus: Mike is a retired Detective from the North Miami Beach Police Department with 21 years of law enforcement experience. Mike spent the last 14 years of his career assigned as a narcotics detective in the Special Investigations Division. During his tenure in the narcotics division, Mike completed assignments with a Drug Enforcement Administration narcotics task force and a State of Florida narcotics and money laundering task force. He worked as a Marine Enforcement Officer for three years and was cross designated as a U.S Customs Blue Lightening Officer. Mike has extensive experience in investigating major cocaine trafficking cases, indoor marijuana grow house investigations, money laundering investigations, long-term gang related crack cocaine investigations and ecstasy/club drug investigations. Mike participated in one of the largest ecstasy reverses in the history of Florida. He was involved in two cases which dismantled drug Trafficking Organizations which resulted in numerous arrests of DTO subjects. As a result of the two cases, a total of$1.2 million dollars was seized during one investigation and$1.9 million dollars was seized as a result of the second investigation. Mike has taught narcotics related courses to thousands of law enforcement investigators from all over the world including teaching for the Florida Narcotics Officers Association, the New Jersey Narcotics Officers Association, the International Undercover Officers Association,North Carolina Gang Investigators Conference and at the Norwegian Narcotics Officers Association in Oslo,Norway. Darryl Nelson: Darryl is a detective with the Gwinnett County Police Department's Vice unit. He has been a police officer for 12 years and has been a vice detective for 8 years. Daryl has worked numerous investigations as an undercover officer as well as a case agent. He works as an undercover agent targeting businesses and subjects involved in all facets of vice operations. His unit has additionally worked with the FBI Safe Streets program targeting Human Trafficking Organizations Bob Volguardson: Bob is a Detective with the Boca Raton Police Department's Vice, Intelligence and Narcotics unit. He has been a police officer for 19 years and has been a narcotics detective for 18 years. He has worked numerous investigations as an undercover officer as well as a case agent. He has acted as an undercover officer in several long term investigations with the Drug Enforcement Administration and has also taught law enforcement training to thousands of officers from across the United States as well as foreign law enforcement officers. His current assignment also includes being a member of the Boca Raton SWAT team. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 16 of 28 Tentative Schedule Monday: Reverse Stings and Buy/Bust Operations Tuesday: Undercover Investigations and Storefront Operations Wednesday: Street Level Prostitution Investigations Thursday: Pimp investigations and Escort Investigations Friday: Tactical Narcotics Techniques Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 17 of 28 EXHIBIT"B" RENTAL FEES AND POLICIES BOB BOLEN PUBLIC SAFETY TRAINING CENTER Rental Fees&Policies 509 W.Felix Street Fort Worth,TX 76115 [817)392-6875 or[817)392-6874 Reservations for the meeting and training facilities at the Bob Bolen Public Safety Training Center(BBPSTC)can be booked out a maximum of 6 months. Use of the facilities by the Fort Worth Fire Department (FWFD) or the Fort Worth Police Department (FWPD) may supersede other group bookings with at least 10 days of notice provided (except in the case of emergencies and natural disasters where advance notice may not be feasible). Please Read the Following: 1. Event Holder shall comply with all laws(federal,state and local)including all ordinances of the City of Fort Worth and rules,regulations and requirements of the Fire and Police Departments. Violations of these laws and the rental policies listed below may result in the immediate termination of this rental agreement and forfeiture of any and all reservation fees and cou Id resu it in the Event Holder not being allowed to rent BBPSTC in the future. 2. Persons making the reservation should specify the exact time BBPSTC is needed. Admittance shall not be made prior to the time specified. If reservation extends beyond the designated time, additional rental and staff time charges will be assessed in half- hour increments. 3. The number of guests shall be restricted to the maximum capacity of each space. 4. Pricing and policy requirements are subject to change without notice. For reservations,contact BBPSTC administrative staff at: 817-392-6875 or817-392-6874 BBPSTC Flours of�oeration Meeting Facilities: Monday-Friday, 8a-5p Fire Drill Grounds: Tuesday-Thursday,8a-5p Event Booking Office: Monday-Friday,9a-4p After Hours(Subject to Staffing Availabiiity): Daily, 7a-8a and 5p-10p BBPSTC is closed the following holidays: New Year's Day, Martin Luther King Day,Memorial Day, Fourth of July, Labor Day,Thanksgiving Day,the day after Thanksgiving,and Christmas. POINT OF CONTACT: Each event request must have a designated point of contact (POC) who is a City of Fort Worth employee. The POC must agree to this policy and acknowledge the conditions set forth herein. The POC is responsible for the administrative needs of the event; set-up and clean-up; the condition of the rented space after use including returning furniture and other items to their original position, repairing any damages or additional cleaning that may be required; and notifying BBPSTC administrative staff of any requests to cancel or reschedule a planned event. If audiovisual equipment is to be used during the event,the POC should also coordinate a time prior to the event to complete an orientation on the equipment. The person listed as the POC shall be the sole contact person for purpose of this agreement. Page 18 of 28 RESERVATION APPROVALS: No oral agreements for use of BBPSTC,grounds,or additional rooms shall be valid.The Fire Training Deputy Chief or the Police Chief or assig nee shall review and approve reservation requests.Some reservation requests may also require approval by the Fire Department's Executive Staff or the Police Department's Executive Staff, including youth events. No rental contracts are valid unless approved, signed and dated by the appropriate staff person. RENTAL FEES: All facilities are booked a minimum of 4 hours, which includes all set up and clean up time for your event. For added set up and clean up time, additional time may booked in half-hour increments for$30 per half-hour, up to a maximum of two additional hours for set up and clean up. Rental fees for the meeting facilities and Fire Drill Grounds are as follows: Facility N' Full Day (9 hours) COMMON AREAS FIRE/POLICE 7!Aud�tLonum $650 s1 080 ose Room{max.245) $71❑ $1,180 Incl.use of Lobby/Lounge/Kitchen $710 $1,180 Incl.use of Lounge/Kitchen Lounge $325 $540 Incl.use of Kitchen FIRE MEETING FACILITIES Classroom 1283 max.18 S285 $475 Classroom 1266 max.24 S285 $475 Classroom 1261 max.37 $285 $475 Classroom 1258 max.38 S285 $475 Classroom 1275 max.38 $285 $475 Classroom 1277 max.38 S285 $475 Classroom 1214(max.50) S425 $710 Classroom 1264 max.51 5425 710 Simulator 1266 max.24 H25 $540 Computer Lab 1267(max.24) $485 $810 FIRE DRILLGROUNDS* Incl.use of burn props, propane,Radio 8-Story Tower-Live Burns $1,200 52,000 Tower, SCBA compressor 8-Story Tower-No Burns $600 $1,00o Incl.use Radio Tower,SCBA compressor Radio Tower 5600 $1 00o Warehouse Simulator S450 $750 Aquatics Simulator S360 600 Flashover C ham ber $720 $i 200 Does not include materials Vehicle Fire Prop $1,020 $1,70o Incl.fuel,travel/delivery(if requested) Incl.use of burn props, SCBA Class A Burn Lab-Live Burns $1,020 $1,700 compressor(materials provided at cost Class A Burn Lab-No Bums $540 $900 Incl.SCBA compressor Confined/Trench Space S451) $750 5uppliesnot included Fire Additional Staffing Instructor/Trainer $75/hour per person Safety Officer $75/hour per person *Based on the number of attendees and planned training activities,additional instructors and/or safety officers may be required in order to comply with NFPA 1403 at the Event Holder's cost.In such instances, the Staffing Rates will apply. Material costs will be based on current market rates. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 19 of 28 POLICE MEETING FACILITIES" Classroom 1134(max.35) $285 $475 Classroom 1135(max.35) $300/4 hours only after 5pm] Computer Lab 1142(max.24) $285 $475 Computer Lab 1146(max.24) $285 $475 Classroom 1166(max.48) $285 $475 Classroom 1233(max.48) $425 $710 Classroom 1416 Weapons Range $285 $475 Area max. 32 Classroom 1426 Weapons Range $425 $710 Area(max.48) Classroom 1434 Weapons Range Area max. 32 $285 $475 Firing Range# 1(50 yard,40lane) $650/hour(4 hour minimum required) Firing Range# 2(25 yard,5 lane) 5125/hour(4 hour minimum required) Firing Range# 3(25 yard,30lane) $425/hour(4 hours minimum required) Firing Range# 4(100 yard, 10lane) $165/hour(4 hour minimum required) Tactical Village $100/hour Driving Track $100/hour Use of Force Simulator $65/hour Police Additional Staffing Police Officer $68/hour per person IT Liaison $68/hour per person Police Instructor $75/hour per person `Janitorial $11/hour per person *Police Stipulations `Room 1135 is available for use after Spm($300/4 hours if approved for use) `Specialized areas are charged per hour `Janitorial-Recommends 2 staff members per every 175 guests •*For POLICE License Fees that are scared on a per day basis,and licensee agrees to pay the full daily License Fee,even if any or all of the respective Space are used for a portion of a day, NOTE:Al)rental fees and deposits are due in full at fime of booking and moy be paid by credrt/debit card.Prices listed above are subject to change.aase rates listed above do not include overtime fees or deposits. In the case of City of Fort Worth departments,only non-General Fund departments will be charged fees for space reservations.General Fund departments will only be charged where supplemental fees are required for extra services such as janitorial,security,etc. RESCHEDULING AND CANCELLATION REQUESTS: Requests to cancel or reschedule an event should be sent to BBPSTC administrative staff in writing at least 14 calendar days before the original event date. Events may be rescheduled to a later date within six months of the original date based on space availability. A reschedule fee of$50 per rented space will apply. Cancellation refunds shall he as follows and may take up to 8 weeks to process: 6 weeks or more prior to event Refund 75010 of rental fee 2-5 weeks prior to event Refund 50% of rental fee Less than two weeks prior to event N❑ refu nd Cancellation due to inclement weather Reschedule or Refund 7 5%of reservation fee Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 20 of 28 OVERTIME FEES: After hours staffing rates may apply for events taking place after 5pm and/or on weekends. PAYMENT.Payments may be made by debit or credit card or check.A reservation booked under false pretenses will be canceled and will void any refunds of your payment. DECORATIONS AND EVENT SIGNAGE: Event holder shall not be permitted to nail, tack, screw or otherwise physically attach materials to any part of BBPSTC, including the Ceiling, walls, window treatments, fixtures, windows, etc. All decorations and signage must be on a table or freestanding. In addition, no paint sprays,glitter,confetti,shoe polish or open flames may be used in any part of BBPSTC. This includes items such as candles, hurricane torches or lanterns. Battery operated candles are permissible. All tables, decorations, displays, etc. must be arranged so that clear and unobstructed pathways (as determined by BBPSTC) are maintained throughout all areas of the facility. Emergency exits cannot be blocked. The POC is required to submit a proposed plan for decorations and event signage to BBPSTC administrative staff for review and approval a minimum of 14 calendar days prior to your event. ❑nce this proposal has been approved, notice of any changes,adds,and/or moves will be required 48 hours prior to event. TABLES: Classroom spaces are reserved as-is. No moving of tables, chairs, or equipment. Multi-purpose Room rental fees include the use of tables and chairs. ❑ur table sizes vary. Our tables and chairs may not be taken outside. The POC is required to submit a set-up diagram to BBPSTC administrative staff for review and approval a minimum of 14 calendar days prior to your event. Once this diagram has been approved, notice of any changes, adds, and/or moves will be required 48 hours prior to event. Changes, adds, and/or moves requested on- site will be charged a $50 Change Fee. Tables and chairs will be set up by the Event Holder at their own risk and expense. DANCING AND MUSIC: Dancing is not allowed. Music, including live bands and D7s, may be permitted under limited circumstances in the Mufti-Purpose Room and Lobby with preapproval from BBPSTC administrative staff. Space for music greatly reduces the maximum capacityof these rooms. Noise levels must not disturb other building guests as determined by BBPSTC administrative staff. Noise violators are subject to immediate removal from grounds without refund. BBPSTC reserves the right to limit music volume and song content. IT, SOUND &A/V EQUIPMENT: The POC and any other persons responsible for making audlo-visual arrangements for the event will need to schedule time to meet with a member of BBPSTC administrative staff at least 7 calendar days prior to the event. BBPSTC does not provide audio equipment or extension cords. You should notify us of your A/V needs when you rent the room. Microphones, lecterns, projection screens, may be available for use on a limited basis at an additional charge to the Event Holder. An IT Liaison will be available to assist with operator errors, but staff is not available to fix malfunctioning equipment. Event Holders requiring access to computers and/or the internet may be required to complete a separate Network Access Ag reement. FOOD & BEVERAGES: Events providing food and/or beverages must have prior approval from BBPSTC administrative staff at Feast 14 calendar days in advance of your event. All food and beverages must either be prepared by an established caterer and/or restaurant or packaged in its original retail packaging. Rental of a room does not guarantee private use of the catering kitchen, as it is a shared kitchen with all BBPSTC patrons. Cleaning items, utensils, etc. are not furnished when utilizing the kitchens. You are responsible for making sure the kitchen/catering area is clean after your rental. No items may be left in BBPSTC after the specified rental period. Storage space is not provided except during rental times. Please discuss this information with your caterer. Food and drinks are not allowed in the Computer Lab and Auditorium. Only beverages with covered lids are allowed in the Classrooms and Fire Drill Grounds. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 21 of 28 PHOTOGRAPHY: Photography must be approved by BBPSTC prior to the event. There Is no 6 4,"for p"ography rivrirxf a sch?dWoO pvPnt iO yrw,rr V_h*r4+4 let4 PARIQN©; Self-parking is available, in tide Main Parking Lot ONl-Y, Occasionally multiple events ate held at BBPSTC which result in additional traffic and limited parking availability. We endeavor to inform you of any such events that are planned for the same date and time as your event and their potential impact so that you may plan accordingly. PAWrdlim of impact,you will be hound by the terms of your rental contract and these regulations. OTHER INFORMATION: • We are a non-smoking facility, No smoking permitted, Including e-cigarette% in the building.Ashtrays are available In the designated areas, * No antmals will be permitted in l3BPSTC except for service.anirrratt:Currerrtly on duty. • Non-employee licensed open/concealed firearms are prohibited at the BBPSTC. • Vehicles are NOT permitted to drive over curers, sidewalics, or an any areas other than those designated as road or parking spaces at airy time. • Limited storage:spade is available; Please contact the 813P5TC administrative staff for more information. Staff may sign for deliveries but will not be:responsible for them. Decorations,equipment,or supplies must be removed from the building at the end of the rental period. • Any eytjvif.y,m[.*ting,,etc,,M -h BRPSTC Mminisfraltive staff deems as detrimental to the facilities will not be penni"d. B[3PSTC re1serw5 the right to exclude any gnaupor individual deemed to be a risk to the City at Fort Worth and/or BBPSTC property or Interests. • No child ren`s parties will be scheduled.Should an event be booked under false pretenses, all deposit funds.will be rorfeited. • 68P5TC isa secured facllity.All visitors are required to enter through the metal detectors located at the rninin entrance. • Inquiries regarding the accessibility for those with disabilities should be directed to f.t5_PSTC.admk&4strit4ve staff at (81.7)392-6$75. 1 confirm by signature below, that x have read and understand the rules and regulations stated herein governing tacility use, and agvee to aDwe ray aft rutesand assume financi/all responsibility for any damages to the facility andequipment. LP-0; ZLt1=Df�GI M� _1�Rt ij Organization Namts ,,J ad U Alttej P 1 be_ �p K1}�Ft+Y'1.�......._._ �'_1 � 1 3-47 0 26 Name of Event Event Date A_10 k- ��kicuo 36j � � 5 �- � 47 POC Prin d Name PO t;Pk�iiie Nu her b 3--O� 2G Pat Si . Date POC Mailing Address City Statt:.Zip POC Emall Address zri toniract and payment of tl-e rental fer:and dL'POSit is r etluit r--d to confirm your event boasting Professional Services Agreement City of Fort worth and Law Enforcement Training Associates,Inc. Page 22 of 28 EXHIBIT "C" 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 Evidence Management for Law Enforcement 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 April 13, 2020, at 7:00 am,and ending April 17,2020,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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 23 of 28 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. 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 24 of 28 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. 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 Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 25 of 28 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 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 26 of 28 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: 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(IOth) 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. Professional Services Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page 27 of 28 EXHIBIT-1)" VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individitals 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: /t is-l)H.E1 -rcAf Title: 12 Signature Name: Title: Signature Name: Title: Signature �fJ Name: �?►r1� AV-6- rs Signature of President/CEO Other Title: Date: 63-6� Nrotewoga?Servirt"Agreement City of Fort Worth and Law Enforcement Training Associates,Inc. Page Z8 of 28