HomeMy WebLinkAboutContract 56076 CSC No.56076
FACILITY USE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND VIP FW(VIOLENCE
INTERVENTION AND PREVENTION FORT WORTH)
THIS FACILITY USE AGREEMENT ("Agreement") is made and entered into by and between the CITY
OF FORT WORTH, a home rule municipal corporation of the State of Texas, ("City") and VIP FW(VIOLENCE
INTERVENTION AND PREVENTION FORT WORTH) ("VIP FW"),a Texas non-profit corporation.
WHEREAS, City, through its Neighborhood Services Department ("NS"), operates the Southside
Community Center located at 959 E Rosedale St,Fort Worth,TX 76104(referred to as the "Center"); and
WHEREAS, VIP FW was created out of the need to address increasing incidents of gun-related group
violence; and
WHEREAS,VIP FW wishes to use space at the Center to operate their programs; and
NOW,THEREFORE, in consideration of the covenants and agreements contained in this Agreement, City
and VIP FW hereby agree as follows:
SECTION 1
PREMISES
1.1 Premises. For and in consideration of the agreements of the parties expressed herein, City does hereby
grant to VIP FW the use of certain space within the Center as set for in greater detail in Exhibit A,which is attached
hereto and incorporated herein(the "Premises").
1.2 Condition of the Leased Premises. VIP FW agrees that VIP FW has examined the Premises prior to the
execution of this Agreement and is satisfied with the physical condition of the Premises. VIP FW's taking
possession of the Premises shall be conclusive evidence of its receipt of the Premises in a safe, sanitary, and good
condition and repair, except for those conditions that the VIP FW provides City written notice of prior to the
execution of this Agreement.VIP FW agrees that it is taking the Premises in its current "AS IS" condition with
no representations or warranties of any nature whatsoever by City (except as otherwise specifically provided
for in this Agreement).
1.3 Any modifications to the Premises must be set forth in a written amendment to this Agreement.
SECTION 2
USE OF THE PREMISES
2.1 VIP FW may use the Premises to provide programs to reduce gun related group violence in focused
areas by providing a legitimate path for willing group members to exit the criminal lifestyle (the "Programs"). In
addition to enabling economic development and long-term revitalization strategies, VIP FW emphasizes successful
re-entry of ex-offenders being released into the community. VIP FW also prioritizes prevention efforts for young
people at risk of becoming involved in group violence.
2.2 VIP FW shall have use of the Premises during the Center's normal operational hours from 8:00 am to
6:00 pm Monda. throughFriday.VIP FW shall also have use of the Premises on Saturdays from 9:00 am to 1:00 pm.
Changes in days and times of operation are allowed upon approval by NS.
2.3 The Center will be closed and unavailable for use by the VIP FW on Sundays and on all regular City
holidays. Except due to emergency circumstances or Force Majeure Events, City agrees to notify VIP FW of any
change in the hours of operation of the Center by providing VIP FW with written notice within a reasonable time
OFFICIAL RECORD
CITY SECRETARY
Agreement between the City of Fort Worth and VIP FW—Southside Community Center
FT.WORTH,TX
prior to the change taking effect. City agrees to provide similar notice to VIP FW should the Premises not be
available to the VIP FW due to special events, scheduled maintenance or other non-emergency closures. In the event
of a change in hours or availability, such change shall not give rise to any claim against the City by the VIP FW,
whether for lost profits,cost,overhead,or otherwise.
2.4 VIP FW may bring into the Premises any equipment reasonably necessary to further the intended use of
the Premises.
2.5 VIP FW may not use any part of the Premises or the Center for any use or purpose that violates any
applicable law,regulations, or ordinance of the United States,the State of Texas, Tarrant County, or the City of Fort
Worth,or other lawful authority with jurisdiction of the Premises.
2.6 VIP FW understands and agrees that the parking areas at the Community Center are not for the exclusive
use of VIP FW and that the City and patrons of the Center may use the parking spaces at any time.
2.7 VIP FW understands and agrees that use of the Premises does not include use of any City vehicles. In no
event shall VIP FW be allowed use of a City vehicle.
SECTION 3
TERM OF AGREEMENT
3.1 Unless terminated earlier pursuant to the terms of this Agreement, the primary term of this Agreement
shall be effective beginning July 1, 2021 and shall expire on June 30, 2022 ("Primary Term"). If VIP FW performs
and abides by all provisions and conditions of this Agreement and is not in default upon the expiration of the Primary
Term, VIP FW shall have one (1) option to renew this Agreement for a term of one (1) year ("Renewal Term"). In
order to exercise its option to renew this Agreement, VIP FW shall notify City in writing of its desire to renew this
Agreement no less than ninety calendar days prior to the expiration of the Primary Term. The Primary Term and any
Renewal Term under this section are collectively referred to as the "Term."
SECTION 4
AGREEMENT FEE; UTILITIES AND EXPENSES,SECURITY
4.1 Nothing herein shall constitute an obligation of City funds.Neither party shall owe any amount of money
for any reason whatsoever to the other party for services rendered in connection with this Facility Use Agreement.
City shall not be liable nor owe any payment, fee, cost, penalty, or money for any other reason whatsoever to VIP
FW. City and VIP FW expressly agree and stipulate that this Facility Use Agreement is based on valuable
consideration and an exchange of promises that will be independently beneficial to both parties. Specifically, VIP
FW agrees that the City will provide a benefit to VIP FW by allowing its use of the Premises. VIP FW has accepted
this as valuable consideration for its obligations under this Facility Use Agreement. Additionally, City agrees that
the VIP FW will provide a benefit to City by providing the Programs.
4.2 All utilities and expenses for the Premises are to be paid by City with the exceptions outlined in Sections
4.3 and 5 of this Agreement. City will provide an intrusion alarm code for the Facility to only two(2)designated VIP
FW staff members,which shall not be supplied to any other staff members or designees.VIP FW shall be responsible
to obtain funding for any additional security for the Premises, other than what is currently in place. All Agreement
terms will be in accordance with City and NS policies.
4.3 VIP FW shall furnish all of its own operational equipment, i.e. computer, telephones etc. All related
utility cost with the sole exception of telephone and internet service shall be the responsibility of City. VIP FW
shall be responsible to obtain funding for telephone and internet service costs for the Premises. Basic furnishings
related to the operation of VIP FW shall be provided by VIP FW. Establishment of telephone and Internet service
must be coordinated with the NS and the City of Fort Worth IT Department.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 2 of 20
SECTION 5
DUTIES; RESPONSIBILITIES; REPAIRS AND MAINTENANCE
5.1 VIP FW is responsible for cleaning and daily maintenance of the Premises and agrees to follow the
Facilities Cleaning Standards as described in Exhibit `B". VIP FW agrees to follow established Facility rules and
City of Fort Worth ordinances.
For use of meeting rooms,kitchen and amenities outside of the Premises,VIP FW must provide a minimum of
seventy-two(72)hours advance notice of use and must obtain approval by NS prior to use.VIP FW is responsible
for cleaning and repairing any damage resulting from VIP FW's use of any areas outside of the Premises.
Any improvements made to the Premises to operate the program are at the expense of VIP FW and must be
approved by the NS Director or their designate. VIP FW agrees and covenants that it will,at its own expense,install
and maintain any requested building modifications that have been approved by NS and Property Management.
Repairs and maintenance necessary to keep the Premises from deteriorating in value or condition, including
ordinary wear and tear, must be reported to NS staff or designate within 24 hours. VIP FW agrees to, at its own
expense,repair damages to any part of the Premises caused by the acts of VIP FW or its personnel,agents, servants,
contractors, subcontractors,invitees or trespassers.
5.1 In addition to any other duties and responsibilities set forth in this Agreement,VIP FW shall:
5.1.1 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 Center and the Premises.
The City will provide a copy of any such policies, rules, and regulations within a reasonable time
after request by the VIP FW.
5.1.2 Not allow VIP FW program participants to remain in the Center beyond the Center's regular
operating hours, except in instances of eminent danger to the participants, severe weather conditions,
emergencies declared by the City and other situations as determined by the sole discretion of the NS
Director.
5.1.3 Provide notice of changes in program schedules, including cancellation but excluding
emergencies or Force Majeure Events, to the City within seventy-two (72) hours prior to scheduled
start time. In case of emergency or Force Majeure Events, the VIP FW must notify the NS Director
or designate promptly upon learning of such emergency or Force Majeure Events.
5.1.4 Comply with all Criminal Justice Information Services (CJIS) security policies and
regulations and take all steps necessary to provide appropriate controls to project Criminal Justice
Information.
5.1.5 Not conduct any activities outside the designated Premises or beyond the intended purposes
of this Agreement.
5.2 The City shall:
5.2.1 At all times, 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, but excludes telephone and internet services. City shall not be liable or
responsible for accidents or unavoidable delays related to utility service.
5.2.2 Ensure that a City employee is present in the Center at all times during the Programs.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 3 of 20
SECTION 6
LIENS
6.1 VIP FW acknowledges that it has no authority to engage in any act or to make any contract that may
create or be the foundation for any lien upon the Premises or interest in the property of City. If any such purported
lien is created or filed, VIP FW will not permit it to remain, and will at its cost and expense promptly discharge, all
liens, encumbrances, and charges upon the Premises or a part thereof, arising out of the use or occupancy of the
Premises or a part thereof by VIP FW, by reason of any labor or materials furnished or claimed to have been
furnished,by,through, or under VIP FW,by reason of any construction, improvement, alteration,addition,repair, or
demolition of any part of the Premises. VIP FW's failure to discharge any such purported lien shall constitute a
breach of this Agreement and City may terminate this Agreement upon thirty (30) days Written notice. However,
VIP FW'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.
SECTION 7
CARE OF THE PREMISES
7.1 VIP FW, at VIP FW'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 provided, however,the foregoing shall not
be construed to require the VIP FW to provide general janitorial services at the Center. VIP FW shall restore and
yield said Premises, equipment, and all other properties belonging to the City back to City at the termination of this
Agreement in good or better condition as existed at the beginning of use and in which VIP FW found them. This
shall only apply during such time as the VIP FW has use of the Premises as set forth in this Agreement.
7.2 VIP FW will not do or permit to be done any injury or damage to the Premises, Center, or any parts
thereof, or permit to be done anything that will damage or change the finish or appearance of the Premises or the
Center 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, Center, or to any of the furnishings or fixtures of the
City without the prior written consent of the Director.
7.3 Subject to ordinary wear and tear,VIP FW will pay the costs of repairing any damage that may be done
to the Premises or Center or any of the fixtures, furniture or furnishings by any act of VIP FW or any of VIP FW's
officers,representatives,servants,employees,agents,Program Participants,or anyone visiting the Premises or Center
upon the invitation of the VIP FW. The City shall determine, in its reasonable discretion, whether any damage has
occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms
of the Agreement, the VIP FW is responsible. The quality of the maintenance and/or repair of any damage to the
Premises or Center, furnishings, fixture or furniture by the VIP FW shall be reasonably acceptable to the City. The
costs of repairing any damage to the Premises or Center shall be immediately due and payable by the VIP FW upon
VIP FW's receipt of a Written invoice from City.
7.4 Subject to the prior written consent of the NS Director, VIP FW may place signs within the Center and
Premises necessary to indicate VIP FW's name and location. Any sign shall be prepared and installed by the VIP
FW, at the sole cost of VIP FW, in accordance with applicable rules and regulations of the City and in keeping with
Center's decor. Any special requirements of VIP FW contrary to the above must be made a part of this Agreement
by Written amendment.
SECTION 8
FORCE MAJEURE
8.1 If either party is unable,either in whole or part,to fulfill its obligations under this Agreement due to acts
of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections;
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 4 of 20
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
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 explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure
Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of
such Force Majeure Event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone
the opening of the Center, parks, or other City-owned and operated properties and facilities in the interest of public
safety and operate them as the City sees fit. VIP FW hereby waives any claims it may have against the City for
damages resulting from any such Force Majeure Event.
SECTION 9
LIABILITY AND INDEMNIFICATION
9.1 TO EXTENT ALLOWED BY LAW, VIP FW SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL DAMAGES,INCLUDING,BUT NOT LIMITED TO,PROPERTY LOSS,PROPERTY
DAMAGE AND PERSONAL INJURY, OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VIP FW, OR ITS DIRECTORS, OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS,
INVITEES OR PROGRAM PARTICIPANTS. VIP FW HEREBY EXPRESSLY RELEASES AND
DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT
LIMITED TO,PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY ARISING OUT OF OR IN
CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE OCCUPANCY AND/OR USE OF THE
PREMISES, CENTER, AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY
REASONS OF THE OCCUPANCY OF SAID CENTER UNDER THIS AGREEMENT.
9.2 INDEMNIFICATION — VIP FW, AT NO COST TO THE CITY, AGREES TO AND DOES
HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS,
REPRESENTATIVES, AGENTS EMPLOYEES,AND SERVANTS (COLLECTIVELY, "INDEMNITEES")
FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS,
CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO,
COURT COSTS,ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE,HIND OR
DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY
PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY
OF THE PREMISES AND CENTER BY VIP FW OR ANY OF ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, PROGRAM
PARTICIPANTS, OR INVITEES; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY
PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY
ANY ACT OR OMISSION ON THE PART OF VIP FW OR ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS,
PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE
PREMISES AND CENTER WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF VIP
FW; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF VIP
FW UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES
ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT, OMISSION, NEGLIGENCE, GROSS
NEGLIGENCE, BREACH OF CONTRACT,INTENTIONAL CONDUCT,VIOLATION OF STATUTE OR
COMMON LAW, BREACH OF WARRANTY,PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR
ANY OTHER ACT,OMISSION,OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY.
9.3 Intellectual Property -VIP FW agrees to assume full responsibility for complying with all State and
Federal Copyright Laws, including, but not limited to, the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.)
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 5 of 20
and any other regulations associated therewith, including, but not limited to, the assumption of any and all
responsibilities for paying royalties that are due for the use of copyrighted works in VIP FW's Programs,
performances or exhibitions to the copyright owner or representative of said copyright owner. City expressly
assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial
obligations. City specifically does not authorize, permit, or condone the performance, reproduction, or other use of
copyrighted materials by VIP FW or its officers, agents, servants, representatives, subcontractors, invitees, or VIP
FWs without the appropriate Agreements or permission being secured by VIP FW in advance. In addition to any
other indemnification obligations set forth herein, VIP FW further agrees that, to the extent allowed by law, but
without waiving any protection or immunities provided or afforded by law to VIP FW,VIP FW AGREES TO AND
DOES HEREBY RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FOR, FROM,
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY
TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND
NONPAYMENT TO LICENSING AGENCIES,INCLUDING,BUT NOT LIMITED TO,ASCAP,BMI,AND
SESAC, ARISING OUT OF OR RELATED TO VIP FW'S INFRINGEMENT OR VIOLATION OF ANY
COPYRIGHT LAWS OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate
licensing and all such licensing shall be the exclusive obligation of the VIP FW. VIP FW understands that it is
responsible for securing any and all Agreements by artists and performers giving permission for the recordings. VIP
FW is responsible for both reporting and payment of any music licensing fees that may be required by law. VIP FW
understands and agrees that without the proper Agreement obtained by VIP FW, there is a risk of an injunction or
money damages arising from a copyright lawsuit brought by ASCAP,BMI, SESAC or any other licensing agency.
9.4 If any action or proceeding shall be brought by or against the City in connection with any such
liability or claim, VIP FW, on notice from City, shall defend such action or proceeding at VIP FW's expense, by or
through attorneys reasonably satisfactory to City.
9.5 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity
or enforceability of the indemnification obligations under this Section, such legal limitations are made a part of the
indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent
necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the
indemnification obligation shall continue in full force and effect.
9.6 VIP FW agrees to notify City promptly upon the receipt of any claim or lawsuit brought in
connection with any injury, death, or damages on the Premises or Center. VIP FW 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. VIP
FW shall place language in its contracts with contractors and subcontractors that contractors shall notify City as
required by VIP FW in this subsection.
9.7 VIP FW shall require all of its subcontractors to include in their subcontracts liability and
indemnification language in favor of the City in substantially the same form as above.
SECTION 10
INSURANCE REQUIREMENTS
10.1 General Requirements.VIP FW shall furnish to City in a timely manner,but not later than the start
of the term of this Agreement, certificates of insurance as proof that it has secured and paid for the policies of
insurance specified herein. If City has not received such certificates by such date, VIP FW shall be in default of the
Agreement and City may, at its option, terminate the Agreement. VIP FW shall maintain the following coverages
and limits thereof:
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 6 of 20
10.1.1 Commercial General Liability(CGL)Insurance
i. $1,000,000 each occurrence
ii. $2,000,000 aggregate limit
10.1.2 Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
ii. Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned,
hired, and non-owned when said vehicle is used in the course of the event use
herein.
10.1.3 Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
A. $100,000 each accident
B. $100,000 disease-each employee
C. $500,000 disease-policy limit
10.2 Additional Requirements.
10.2.1 Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and VIP FW shall revise such amounts within thirty (30)
calendar days following notice to VIP FW of such requirements.
10.2.2 To the extent permissible by applicable law, insurance policies required herein shall be
endorsed to include City as an additional insured as its interest may appear. Additional insured
parties shall include employees,representatives,officers,agents, and volunteers of City.
10.2.3 To the extent permissible by applicable law, the Workers' Compensation Insurance policy
shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of
recovery, in favor of City. Such insurance shall cover employees performing work on any and all
projects. VIP FW shall maintain coverages,if applicable.
10.2.4 Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
10.2.5 Insurers of VIP FW's insurance policies shall be Agreement to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the
state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency
and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-VII
or other equivalent insurance industry standard rating otherwise approved by City.
10.2.6 Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless
otherwise approved by City.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 7 of 20
10.2.7 In the event there are any local, federal or other regulatory insurance or bonding
requirements for VIP FW's operations, and such requirements exceed those specified herein, the
former shall prevail.
10.2.8 VIP FW shall require its contractors and subcontractors to maintain applicable insurance
coverages, limits, and other requirements as those specified herein, and VIP FW shall require its
contractors and subcontractors to provide VIP FW and City with certificate(s) of insurance
documenting such coverage. Also, VIP FW shall require its subcontractors to have City and VIP
FW endorsed as additional insureds (as their interest may appear) on their respective insurance
policies.
10.3 Insurance Coverage Exclusion
10.3.1 VIP FW shall not be required to carry the above automobile liability insurance if VIP FW
DOES NOT provide transport of Program Participants to or from the Program using their personal,
leased or rented automobiles. This exclusion of coverage does not apply to contract transportation
services obtained by VIP FW to provide transportation to or from Programs; contract transportations
services shall be required to carry the above insurance coverage. In no event shall VIP FW be
allowed use of a City vehicle under this Agreement.
10.3.2 VIP FW shall not be required to carry the above worker's compensation insurance if VIP FW
does not employ at least one full time employee.
SECTION 11
AUDIT
11.1 VIP FW agrees that the City shall, until the expiration of three (3) years after the termination or
expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents,
papers, and records of VIP FW involving transactions relating to this Agreement. VIP FW agrees that the City shall
have access during normal working hours to all necessary VIP FW facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give
VIP FW reasonable advance notice of intended audits.
11.2 VIP FW further agrees to include in any contractor and subcontractor agreements hereunder a
provision to the effect that the contractor and subcontractors agree that the City shall,until the expiration of three (3)
years after the expiration or termination of the contract or subcontract, have access to and the right to examine any
directly pertinent books, documents,papers, and records of such contractor or subcontractor involving transactions of
the contract or subcontract, and further that City shall have access during normal working hours to all contractor and
subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give the contractor and subcontractor reasonable
advance notice of intended audit.
SECTION 12
CHARITABLE IMMUNITY
12.1 VIP FW agrees that if it is a charitable organization, corporations, entity or individual enterprise
having, claiming or entitled to any immunity, exemption (statutory or otherwise) or limitation from and against
liability for damage or injury to property or persons under the provisions of the Charitable Immunity and Liability
Act of 1987, C.P. R.C., § 84.001 et seq., or other applicable law, that VIP FW hereby expressly waives its right to
assert or plead defensively any such immunity or limitation of liability as against City. Copy of the documentation
stating this organization's status is due annually to the address specified for Parks and Community Services in notice
provision of this Agreement.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 8 of 20
SECTION 13
TERMINATION
13.1 Termination for Convenience. This Agreement may be terminated without cause by either party
upon written notice of such intent to terminate.
13.2 Termination for Cause.Unless stated elsewhere in this Agreement,VIP FW shall be in default under
this Agreement if VIP FW breaches any term or condition of this Agreement and such breach remains uncured after
thirty (30) calendar days following receipt of written notice from the City referencing this Agreement(or,if VIP FW
has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires
more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect
cure,as determined by both parties mutually and in good faith).
13.3 Gratuities. City may terminate this Agreement if it is found that gratuities in the form of
entertainment, gifts or otherwise were offered or given by VIP FW or any agent or representative to any City official
or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of
any determinations with respect to the performance of this Agreement. In the event this Agreement is canceled by
the City pursuant to this section, City shall be entitled, in addition to any other rights and remedies, to recover from
VIP FW a sum equal in amount to the cost incurred by VIP FW in providing such gratuities.
13.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during
the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its
obligations under this Agreement,the City may terminate the portion of the Agreement regarding such obligations to
be effective on the last of(i)ninety(90)calendar days following delivery by the City to VIP FW of written notice of
the City's intention to terminate; (ii) the last date for which funding has been appropriated by the Fort Worth City
Council for the purposes set forth in this Agreement; or(iii)completion of the semester then in effect at such time.
13.5 VIP FW's Duties Upon Expiration or Termination.
13.5.1 Prior to the effective date for expiration or termination of this Agreement, VIP FW shall
promptly remove all of its personal property; provided, however, VIP FW shall not be obligated to
remove any fixtures. VIP FW shall also repair any VIP FW-caused damage to the Premises or
Center, including, but not limited to, any damage that VIP FW causes during removal of VIP FW's
property,to the reasonable satisfaction of the Director.
13.5.2 If VIP FW fails to comply with its obligations in this Section, City may, at its sole
discretion, (i)remove VIP FW's personal property and otherwise repair the Premises and Center and
invoice VIP FW 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 VIP FW; or(ii) following no less than thirty (30)
calendar days prior written notice to VIP FW,take and hold any VIP FW personal property as City's
sole property; or (iii) pursue any remedy at law or in equity available to City. If VIP FW fails to
surrender the Premises to City following termination or expiration, all liabilities and obligations of
VIP FW hereunder shall continue in effect until such is surrendered.
13.5.3 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.
13.6 Other Remedies. Any termination of this Agreement as provided in this Agreement will not relieve
VIP FW from paying any sum or sums due and payable to City under this Agreement that remains unpaid and due at
the time of termination, or any claim for damages then or previously accruing against VIP FW under this Agreement.
Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for
damages by any remedy provided for by law, or from recovering damages from VIP FW for any default under the
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 9 of 20
Agreement. All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and
not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief
provided by law,whether or not stated in this Agreement. No such termination shall relieve City from any obligation
it may have to VIP FW hereunder, and City may pursue any and all rights and remedies or relief provided by law,
whether or not stated in this Agreement.
SECTION 14
RIGHT OF ENTRY AND INSPECTION
14.1 In licensing the Premises, 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 sent by City at least 24 hours in advance,VIP FW must permit City or its agents,representatives, or
employees to enter the Premises for the purposes of inspection; determining whether VIP FW 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.
SECTION 15
AGREEMENTS AND PERMITS
15.01 VIP FW shall, at its sole expense, obtain and keep in effect all Agreements and permits necessary for its
operations.
15.02 Copy of the documentation stating this organization's status is due annually by VIP FW to the address
specified for NS in the notice provisions of this Agreement.
SECTION 16
NOTICES
16.01 All notices required or permitted under this Agreement may be given to a party by receipted overnight
courier (such as Federal Express or UPS) or by United States certified mail, return receipt requested, addressed to
such party at the address stated below or to such other address as one party may from time-to-time notify the other in
Writing. Any notice so given shall be deemed to have been received when deposited in the United States mail so
addressed with postage prepaid:
VIP FW: City of Fort Worth Neighborhood Services
2145 Shane Avenue 908 Monroe St.
Fort Worth,TX 76134 Fort Worth,Texas 76102
Attn: Rodney McIntosh Attn: Monique Hill,District Superintendent
With City copies to:
Chief Neil Noakes
1289 Hemphill Street
Fort Worth,Texas 76104
And to:
City of Fort Worth Property Management Department
900 Monroe St.,suite 400
Fort Worth,Texas 76102
Attn: Lease Management
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 10 of 20
And to:
City of Fort Worth
City Attorney's Office
Attn: Matthew A.Murray
200 Texas Street
Fort Worth,Texas 76102
Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered
to the other party hereto.
SECTION 17
NON-DISCRIMINATION
17.1 VIP FW shall not engage in any unlawful discrimination based on race, creed, color,national origin,
sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in
any employment decisions relating to this Agreement, and VIP FW represents and warrants that to the extent
required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and
regulations in any employment decisions.
17.2 In the event of VIP FW noncompliance with the nondiscrimination clauses of this Agreement,which
is not cured within thirty (30) calendar days of notice of such noncompliance, this Agreement may be canceled,
terminated,or suspended in whole or in part, and VIP FW may be debarred from further agreements with City.
SECTION 18
VENUE AND CHOICE OF LAW
18.1 VIP FW and City agree that 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, arises on the basis of any provision of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas—Fort Worth Division.
SECTION 19
THIRD-PARTY RIGHTS AND ASSIGNMENTS
19.1 The provisions and conditions of this Agreement are solely for the benefit of the City and VIP FW,
and any lawful assign or successor of VIP FW, and are not intended to create any rights, contractual or otherwise, to
any other person or entity.
19.2 VIP FW agrees that it will not subcontract or assign all or any part of its rights, privileges or duties
hereunder without the prior written consent of the City,and any attempted subcontract or assignment of same without
such prior consent of the City shall be void.
SECTION 20
BINDING COVENANTS
20.1 Subject to the limitations contained herein, the covenants, conditions and agreements made and
entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors,
representatives and permitted assigns,if any.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 11 of 20
SECTION 21
INDEPENDENT CONTRACTOR
21.1 It is expressly understood and agreed that VIP FW and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights
and privileges and work performed under this Agreement, and not as agents, representatives or employees of the
City. Subject to and in accordance with the conditions and provisions of this Agreement, VIP FW 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 employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers.
VIP FW acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers,
representatives, agents, servants and employees, and VIP FW and its employees, representative, agents, servants,
officers, contractors, subcontractors, and volunteers. VIP FW further agrees that nothing herein shall be construed as
the creation of a partnership or joint enterprise between City and VIP FW. It is further understood that the City shall
in no way be considered a Co-employer or a Joint employer of VIP FW or any employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers of VIP FW. Neither VIP FW, nor any officers, agents,
servants, employees or subcontractors of VIP FW shall be entitled to any employment benefits from the City. VIP
FW shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of
employees,representative,agents, servants,officers,contractors, subcontractors,and volunteers.
SECTION 22
AMENDMENTS,CAPTIONS,AND INTERPRETATION
22.1 Except as otherwise provided in this Agreement,the terms and provisions of this Agreement may not
be modified or amended except upon the written consent of both the City and VIP FW.
22.2 Captions and headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
22.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this
Agreement shall be interpreted fairly and reasonably,and neither more strongly for or against any party,regardless of
the actual drafter of this Agreement.
SECTION 23
GOVERNMENTAL POWERS AND IMMUNITIES
23.1 It is understood that by execution of this Agreement,that the City does not waive or surrender any of
its governmental powers or immunities.
SECTION 24
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
24.1 By executing this Agreement, VIP FW's agent affirms that he or she is authorized by VIP FW or its
general partner to execute this Agreement and that all representations made herein with regard to VIP FW's identity,
address, and legal status are true and correct.
24.2 This Agreement may be executed in several counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. A signature received via facsimile or
electronically via email shall be as legally binding for all purposes as an original signature.
SECTION 25
SEVERABILITY AND NO WAIVER
25.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be
invalid by any court of competent jurisdiction,the invalidity of such covenant,condition or provision shall in no way
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 12 of 20
affect any other covenant, condition or provision does not materially prejudice either VIP FW or City in connection
with the right and obligations contained in the valid covenants,conditions or provisions of this Agreement.
25.2 The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon
appropriateperformance or to assert any such right on any future occasion.
SECTION 26
COMPLIANCE WITH LAWS
26.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and
regulations,including,but not limited to,all provisions of the City's Charter and ordinances,as amended.
26.2 If City notifies VIP FW or any of its officers, agents, employees, contractors, subcontractors, VIP
FWs, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, VIP FW shall
immediately desist from and correct the violation.
SECTION 27
SOLE AGREEMENT
27.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein,
contains the entire understanding and agreement between the City and VIP FW, and any lawful assign and successor
of VIP FW, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
<SIGNATURES ON FOLLOWING PAGE>
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 13 of 20
IN WITNESS WHEREOF,the parties have executed this Agreement in multiples in Tarrant County,Texas
to be effective on the date set forth in Section 3.
CITY OF FORT WORTH VIP FW (VIOLENCE INTERVENTION AND
PREVENTION FORT WORTH)
By:Fernando Costa(Jul 23,2021 09:53 CDT) By: Rodney McIntosh(Jul 22,202115:11 PDT)
Fernando Costa
Assistant City Manager Name: Pastor Rodney McIntosh
Date:J U[ 23, 2021 Date:J U[ 22, 2021
CONTRACT COMPLIANCE MANAGER
Sonia Singleton
Assistant Director,NSD
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this MOU,including
ensuring all performance and reporting requirements.
Name: -onia Singlet (Ju122,202117:52CDT)
Title: Assistant Director
Date: Jul 22,2021
APPROVED AS TO FORM AND LEGALITY:
By:
Matt Murray
Assistant City Attorney
Date: J U l 23, 2021
ATTESTED BY: oaf FORT'Cy 0 ���TT
° 01 k-�00
d
o
By: ..° °o
Ronald Gonzalez(Interim) 000 g Z d
City Secretary �� 0.0 *Date: JU[ 23 2021 d�4r°°°°° ap
�nEXA oo a
Form 1295: Not required
Contract Authorization:
M&C:Not required OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 14 01
Exhibit A
(VIP FW space highlighted in yellow)
Li L-i Li
L �
Lam`
959 SOUTHSIDE FLOOR PLAN
CITY of FORT 41oRTH E. ROSEDALE COMMUNITY 18 900 G5F
PROPERTY IONALME HIT DEPARTMENT FORT WORTH CENTER 'FPCILITIES➢NISI➢N//�R:.HITECTIIRIIL SERVICES 1
am WEST ISTH STREET.FORT WORTH,TEXAS 76102 THIS DRAWING IS FOR PLANNING PURPOSES ONLY
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 15 of 20
Exhibit"B"
FACILITIES CLEANLINESS STANDARDS
Overview
One of the City's Management Priorities and a Strategic Goal of the City Council of Fort Worth emphasize ensuring
quality customer service and providing a cleaner more attractive City. Successful efforts will result in a sanitary, safe
and pleasant environment for our citizens,visitors and employees who come to or work in City facilities. In order to
establish general guidelines that will provide direction for our employees and contractors,cleaning standards have
been developed to address these concerns. The standards are directed primarily at City buildings(example:
community centers,public events,city hall,etc.)that are frequented by the general public. These standards are
primarily a base and may be enhanced by the Department Head or his/her designee. Standards may also be governed
by licensing or professional organization policies. All custodial personnel should be required to participate in
effective custodial and product training on a quarterly basis. It is also important to note,that the volume of usage
will dictate the frequency of each activity.
"Inspect what you expect!"
General(for all facilities)
Bulletin Boards,Windows and Doors
Daily:
• Designated staff conducts inspection of exterior and interior of facility.
Inspection should include:
Litter
Bird and other animal droppings
Outdated materials on bulletin boards
Brochure/Literature Racks
Light bulbs
Flyers,notices,etc. inappropriately taped or attached to doors and walls
Graffiti
Bi-Annually:
• Wash/clean windows in facilities,inside and outside.Buildings with multiple multi-storied windows
(City Hall,Will Rogers, Convention Center,etc.)-contract for professional services
Parking Lots,Garages and Grounds
Daily:
• Inspect for litter,trash or other debris
• Pick up trash,etc.
• Empty trash receptacles,replace liners
Bi-Annually:
• Power wash surface/floors,walls
Entrances,Lobbies and Corridors
Daily:
• Empty waste baskets/receptacles,remove debris, shift and/or replace sand in smoking urns (Note: If
at all possible,locate smoking area away from the entrance);police entrance for leaves,litter and
remove
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 16 of 20
• Dust mop and wet mop tiled areas
• Vacuum carpeted areas and mats;remove gum and soiled spots
• Disinfect water fountains
• Clean entrance door glass
Weekly:
• Clean display cases and interior door glass
• Spot clean walls
• Dust lobby/reception area furniture,fire closets and extinguishers
• Restore floor finish on non-carpeted floors
Twice Monthly:
• Dust high vents,lights,blinds and wall surfaces
Restrooms and Locker Rooms
Daily:
• Empty waste baskets/receptacles and change liners
• Restock dispensers: soap,paper towel,toilet tissue and feminine hygiene
• Clean mirrors; clean and disinfect urinals and commodes;clean basins;polish stainless steel and
chrome surfaces
• Spot wash walls,lockers and partitions
• Sweep and wet mop floors with disinfect solution;ensure that the process is started with a clean mop
Weekly:
• Damp clean and wipe/polish partitions
• Pour at least one gallon of clear water down floor drains
• Dust wall and ceiling vents
• Wipe/clean doors and wall tile
Twice Monthly:
• De-scale fixtures
• Scrub or mop floor thoroughly
Offices and Lounges
Daily:
• Empty waste baskets/receptacles inside or placed outside office door
• Clean any inner-office restrooms following public restrooms standards
Weekly:
• Empty waste baskets/receptacles and change liners
• Dust cleared furniture tops,desk lamps and bookshelves
• Clean doors,door glass and telephone
• Dust mop and wet mop tiled floors
• Vacuum and remove spots from carpeted floors,fabric chairs and sofas
Monthly:
• Dust coat racks,clocks,window ledges,pipes,vents,blinds and any
Connecting vertical and horizontal wall surfaces
• Restore floor finish on non-carpeted floors
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 17 of 20
Classrooms,Auditoriums,Libraries and Reception Areas
Daily:
• Empty waste baskets/receptacles and replace liners
• Clean dry erase or chalk boards and trays
• Vacuum traffic patterns on carpeted floors;remove gum and soil spots
• Dust mop and wet mop tiled floors
• Clean glass in doors and partitions
Weekly:
• Dust furniture surfaces and damp clean tabletops
• Empty pencil sharpeners
• Vacuum carpeted areas thoroughly
• Clean door surfaces
Twice Monthly:
• Restore floor finish on non-carpeted floors
Monthly:
• Dust high vents,lights,pipes,blinds and connecting vertical and horizontal wall surfaces
• Vacuum upholstered chairs.
Conference Rooms
Daily:
• Empty waste baskets/receptacles
• Clean dry erase and chalkboards and chalk trays
Three(3)Times Weekly:
• Vacuum traffic patterns on carpeted floors and remove gum and soil spots
• Dust mop and wet mop tiled floors
• Clean glass in doors and partitions
Weekly:
• Dust furniture surfaces and damp clean table tops
• Empty pencil sharpeners
• Vacuum carpeted areas thoroughly
• Clean door surfaces
Public Stairs
Daily:
• Dust mop and wet mop
Weekly:
• Dust handrails,radiators,window ledges, clean risers and ledges
Monthly:
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 18 of 20
• Dust high vents,lights,pipes,blinds and connecting vertical and horizontal wall surfaces
Copy Rooms
Daily:
• Empty waste receptacles and replace liners
• Dust mop tiled floors
• Vacuum carpeted floors,remove gum and soil spots
Weekly:
• Thoroughly vacuum vents
• Clean door surfaces
Monthly:
• Dust clocks,window ledges and blinds,restore floor finish on non-carpeted floors
Shower Stalls,Community Centers,Other Facilities
Daily:
• Remove foreign matter and soap. Clean disinfect floors
• Flush floor with clear water and squeegee dry
• Disinfect shower walls
• Clean beneath shower mats.Clean and disinfect mats
Twice Weekly:
• Clean handles,showerheads and other fixture hardware
• Scrub and disinfect shower room walls. Remove scum from walls
Break Rooms
Daily:
• Clean tabletops with disinfect
• Empty waste receptacles and replace liners
• Dust mop and wet mop tiled areas
• Vacuum carpeted areas and mats,remove gum and soil spots
• Disinfect drinking fountains
• Wipe chairs with damp sponge
Twice Monthly:
• Dust vents,lights,pipes and blinds
Gymnasiums,Activity Areas
Daily:
• Empty waste receptacles and replace liners
• Dust mop court floors and spot clean
• Dry mop gym floor with recommended product
• Clean glass in doors and partitions
• Clean and disinfect drinking fountains
• Remove gum and soil spots
• Dust mop and wet mop tiled floors
• Spot clean walls
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 19 of 20
Weekly:
• Vacuum carpeted areas thoroughly
• Clean door surfaces
• Clean glass in doors and partitions
• Vacuum upholstered furniture. Clean all wooden and other furniture
• Spray and buff tiled floors;remove scuff marks
Monthly:
• Dust or vacuum vents, lights,pipes,blinds, drapes, etc.
Agreement between the City of Fort Worth and VIP FW—Southside Community Center 20 of 20