HomeMy WebLinkAboutContract 58218 DocuSign Envelope ID:C879551E-2C1E-40FD-A756-890C9963C5AE
CSC No. 58218
PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITY USE 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 Fernando Costa,its duly authorized Assistant City Manager,and Texas
Christian University ("Contractor"), acting by and through, Floyd L. Wormley Jr., PhD, its duly
authorized representative and Johnny Nhan, Ph.D., Principal Investigator, and Associate Dean of
Graduate Studies & Professor. For proposes 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 a training class entitled "Supervisor and Leadership in Law
Enforcement"for law enforcement personnel from September 12,2022 to October 19,2022. ("Services").
Specifically,the Contractor shall provide training Mondays and Wednesdays from 6pm-8pm and on Saturday
October 15,2022 from 9am-5pm, Central Standard Time. City and Contractor may agree to reschedule the
dates of the training,but any such rescheduling shall be at the City's sole discretion and must be agreed in
writing. City and Contractor agree that all training must be completed by October 19,2022. Contractor shall,
in accordance with the terms of this Agreement, be allowed use of the Auditorium at the Bob Bolen Public
Safety Training Complex located at 511 W.Felix Street,Fort Worth,Texas 76115 ("Premises")in providing
the Services to both City and outside,non-City law enforcement personnel.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on October 19,
2022 at 5 pm on the last day of the Services that are the subject of this Agreement,whichever comes first. If
the training must be rescheduled such that the term of the contract must be extended,the parties may agree to
extend the contract to accommodate the rescheduled training. Such an extension must be in writing and signed
by both City and Contractor.
3.0 CONSIDERATION&COMPENSATION
OFFICIAL RECORD
Professional Servi CITY SECRETARY
City of Fort Wort
FT. WORTH, TX
DocuSign Envelope ID:C879551E-2C1E-40FD-A756-890C99MC5AE
3.1 City shall pay Contractor in accordance with the provisions of this Agreement and Exhibit
"B,"—Price Schedule.Under the terms of this Agreement, City shall pay Contractor for the services in an
amount not to exceed Ten Thousand Dollars ($10,000.00). Contractor shall not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services or expenses.Payment will be made by City within
30 days of an approved invoice.
3.2 Facility Use Fee
The standard prescribed fee for the use of the Premises,as listed in Exhibit B of this Agreement,is an
amount of$285.00 per half day for 10 days and an amount of$475 for 1 day("Facility Use Fee").The training
described by this Agreement will be for a total of 11 days,which equates to a total Facility Use Fee of$3,325.00.
3.3 Exchange of Value
In lieu of a cash exchange, City and Contractor agree that as consideration for the Facility Use Fee
listed above,the City will accept discounted enrollments if 5 of its officers enroll provided by Contractor of a
monetary value similar to the facility use fee described above.
The standard tuition is $400.00 per student. However, Contractor agrees that City will receive 5 discounted
tuition fees at a rate of$300.00 per student,if the City is able to enroll 5 officers,in exchange for a waiver of
the facility use fee above. Contractor and City agree that the provision of these enrollments to the City at a
discounted rate in addition to saving on travel cost to send officers to the training represent fair and equitable
consideration for the Facility Use Fee described above.
4.0 TERMINATION
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with at least 10 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder,City will notify Contractor of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to
its natural expiration, City shall pay Contractor for services actually rendered up to the effective date of
termination,and Contractor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,
Contractor shall provide City with copies of all completed or partially completed documents prepared under
this Agreement. In the event Contractor has received access to City Information or data as a requirement to
perform services hereunder,Contractor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
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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.
There is no minimum enrollment for services.
The City requires a two(2)weeks notification prior to the scheduled training if changes are made
to the Contractor's course schedule or materials.
Contractor will provide at least one(1)qualified instructor("Instructor")for the training program who
will facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
Contractor must provide certificates of completion within seventy-two (72) hours of the City's
submittal of the final roster. Certificate of completion to include:
• 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 thud 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.
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7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1.0 of this Agreement. Contractor shall be escorted by a City employee at all times
while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS")protected data. The parties acknowledge and understand that the Premises
contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
parties acknowledge that federal and state law set forth the access requirements for CJIS protected data.
The parties agree to comply with all federal and state law requirements regarding access to CJIS protected
data.
Contractor shall sign in and out at the front desk of Premises upon entry and exit. Contractor shall
carry a valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall,until the expiration of three (3)years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books,documents,papers, and records,
including, but not limited to, all electronic records of Contractor involving transactions relating to this
Agreement at no additional cost to City. Contractor agrees that City shall have access during normal
working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work
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
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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
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 marls, 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
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all amounts paid to Contractor by City,subsequent to which termination City may seek any and all
remedies available to City under law.
11.0 ASSIGNMENT AND SUBCONTRACTING
11.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement,as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
12.0 INSURANCE
Contractor shall provide City with Certificate(s)of Insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
12.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$1,000,000- Aggregate
12.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers,officials,agents,and volunteers in respect to the contracted services.
(b) A minimum of 30 days' notice of cancellation or reduction in limits of coverage
shall be provided to City.Ten(10)days' notice shall be acceptable in the event of
non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort
Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth
City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of"A-VII"in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of the City's Risk Management Office.If the rating is
below that required,written approval of Risk Management is required.
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(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor commencing any work
pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES,AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state,and local laws,ordinances,rules,and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations. If City notifies Contractor of any violation of such laws, ordinances,
rules,or regulations,Contractor shall immediately desist from and correct the violation.
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors, and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
15.0 NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when: (1) hand-delivered to the other party, its agents, employees, servants, or
representatives; (2)delivered by facsimile with electronic confirmation of the transmission;or(3)received
by the other party by United States Mail,registered,return receipt requested,addressed as follows:
To CITY:
City of Fort Worth
Attn: Fernando Costa
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:
Sasha Kane
Sr. Contract Compliance Specialist
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Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Texas Christian University
Attn: Kendra Bowmen,Ph.D.,Associate Professor&Graduate Program Director
TCU BOX 297320
Fort Worth,Texas,76129
Phone: (940) 867-8927
Email: k.bowen@tcu.edu
16.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one (1) year after its termination, solicit for employment or employ, whether as an employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing,this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement, or the failure to exercise any right granted herein, shall not constitute a waiver of City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
19.0 GOVERNING LAW/VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action
shall lie in the state courts located in Tarrant County, Texas, or the United States District Court for the
Northern District of Texas,Fort Worth Division.
20.0 SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality,and enforceability of the remaining provisions shall not in any way be affected or impaired.
21.0 FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force
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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, epidemics or pandemics,material or labor restrictions by any governmental
authority,transportation problems,restraints or prohibitions by any court,board,department,commission,
or agency of the United States or of any States, civil disturbances,other national or regional emergencies,
and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the
Party whose performance is affected(collectively"Force Majeure Event"). The performance of any such
obligation is suspended during the period of, and only to the extent of, such prevention or hindrance,
provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it
hinders the party's performance,as soon as reasonably possible,as determined in the City's discretion,after
the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same
as section 15 above.
22.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
23.0 REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rule of construction that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits "A,"
"B,""C,"or"D"
24.0 AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument executed by an authorized representatives of both parties.
25.0 ENTIRETY OF AGREEMENT
This Agreement,including Exhibits"A,""B,""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.
26.0 COUNTERPARTS
This Agreement may be executed in one or more counterparts, and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27.0 WARRANTY OF SERVICES
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within 30 days
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from the date that the services are completed.In such event,at Contractor's option, Contractor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty,or(b)refund any fees paid by City to Contractor for the nonconforming services.
28.0 IMMIGRATION AND NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (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
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
29.0 OWNERSHIP OF WORK PRODUCT.
Contractor 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
training project provided under this Agreement (collectively"Work Product"). Further, Contractor shall
be the sole and exclusive owner of all copyright,patent,trademark,trade secret,and other proprietary rights
in and to the Work Product. Contractor hereby expressly agrees to grant to City an option to negotiate a
non-exclusive, worldwide, license for use of the Work Product, and in and to the copyright, patent,
trademark, trade secret, and all other proprietary rights therein, that Contractor may have or obtain under
this Agreement,without further consideration,free from any claim,lien for balance due,on the part of City.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance,or other authorization of the entity.This Agreement and any amendment hereto
may be executed by any authorized representative of Contractor whose name,title,and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D." Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
31.0 CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or an
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action,or an executed
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merger or acquisition agreement. Failure to provide the specified documentation may adversely impact
future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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
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.
33.0 ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
(signature page follo;vs)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: ensuring all perfonnance and reporting
Name: Fernando Costa requirements.
Title: Assistant City Manager
Date: Oct 10, 2022
APPROVAL RECOMMENDED: By: Sasha"Kane(0`7,202215:37 CDT)
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
By: Neil Noakes(Oct 1,2022 15:19 CDT) APPROVED AS TO FORM AND
Name: Neil Noakes LEGALITY:
Title: Chief of Police
ATTEST:
By:
Name: Taylor Paris
Title: Assistant City Attorney
By: J ette S.Goodall(Oct 11,2022 07: CDT)
Name: Jannett Goodall �dd -u CONTRACT AUTHORIZATION:
Title: City Secretary pA�°FOOR01- M&C: (None Required)
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TEXAS CHRISTIAN UNIVERSITY
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By:
Name: Floyd L. Wormley Jr.,PhD
Title: Associate Provost for Research
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 12 of 26
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EXHIBIT "A"
SCOPE OF SERVICES
Syllabus: Supervision and Leadership in Law Enforcement Training
Facilitator Name:
Email:
Training Length: September 12-October 19,2022
Class Meeting Day(s)&Time(s):Monday&Wednesdays 6-8 p.m.; 1 Saturday 9 a.m.-5 p.m.
Class Location: FWPD Bob Bolen Public Safety Complex TBA
Training Description
Policing in the United States today is at a critical junction.This training is designed to develop
law enforcement supervision and leadership skills to increase professionalism. The training
curriculum includes leadership theories,strategic decision-making,as well as communication
and transparency to work with other criminal justice professionals and the community.It will
integrate rigorous academics with practical law enforcement leadership experience via training
facilitated by an instructor with law enforcement experience.
Course Policies and Requirements
All trainees must attend every class meeting and achieve 70'06 or higher on assigninents to
complete this training and receive TCOLE credit.
Attendance
All trainees must attend every session to receive TCOLE credit. Every class will have a sign-in
and sign-out sheet to track attendance.
Support&Accountability Groups
Participants will be put into groups of approximately 4 officers from different agencies.These
support and accountability groups will meet as part of class requirements to discuss the class
material and best practices hi law enforcement. The groups will be assembled on the first day of
class.
Reading and Sharing
Each support and accountability group member will read 1 article or book about professionalism
ni policing and lead a discussion about it with your group.Each group member will read a
different article or book.You will turn hi a summary of your article or book and an overview of
your group discussion about it to your instructor.
Presentation
Each support and accountability group member will conduct a 30-minute presentation on a
policing topic and the best practices approach to this topic. Each group will gather outside
sources and discuss the importance of the topic for local police departments. Group members
will also include information from their departments regarding best practices and areas where
improvement is needed. This presentation should cover how line officers,administration,other
criminal justice agencies,and the community are affected by this topic.
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 13 of 26
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Curriculum
97hat follows is a TENTATIVE schedule for the class. Unforeseen events and continued course
development may result in alterations.
Date Day Time Topic/Presenter
September 12,2022 Monday 6-8 p.m. Perspective/Setting&Reaching
Realistic Goals
September 14,2022 Wednesday 6-8 p.m. Theories of Leadership; Leading
During Controversy
September 19, 2022 Monday 6-8 p.m. Decision Making: Situational &
Crisis Management
September 21, 2022 Wednesday 6-8 p.m. Internal&External
Communication& Transparency
September 26,2022 Monday 6-8 p.m. Mental, Physical, &Financial
Well-Being
September 28,2022 Wednesday 6-8 p.m. Juvenile Delinquency,Faith, Fight,
Finish
October 3,2022 Monday 6-8 p.m. Department Brand/Image
October 5, 2022 Wednesday 6-8 p.m. Women&Minorities in Leadership
October 10, 2022 Monday 6-8 p.m. Chiefs & Mid-Management Panel
October 12, 2022 Wednesday 6-8 p.m. Evidence Based Policing(Analytical
&Predictive Policing)
October 15,2022 Saturday 9-5 p.m. Community and Professional
Partnerships and Feedback;
Presentations
October 17, 2022 Monday 6-8 p.m. Presentations
October 19, 2022 Wednesday 6-8 p.m. Bringing It all Together/Celebration
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 14 of 26
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Collaboration
This training was developed between the TCU Department of Criminal Justice and the Fort
Worth Police Department.
TCU Mission Statement
To educate individuals to think and act as ethical leaders and responsible citizens in the global
community.
Criminal Justice Mission Statement
To create ethical leaders and responsible citizens as part of a global community who use their
knowledge and field experience to promote fairness in the justice system and equity in society as
a whole.
Fort Worth Police Department Mission Statement
The Fort Worth Police Department exists to safeguard the lives and property of those we serve,
to reduce the incidence and fear of crime,and to enhance public safety through partnering and
building trust with the community. We strive to accomplish our mission by conducting ourselves
with the highest ethical standards,respecting the sanctity of human life,and preserving the rights
and dignity of each individual in our diverse community.
FORT WORTH.
�D DRA N
COLLEGE OF LIBERAL ARTS
NpaMnntofCominalJuslice Police Department
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 15 of 26
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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 could result 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 Hours of Oneration
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 Availability): 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 audio/visual 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.
City of Fort Worth and Texas Christian University
Page 16 of 26
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RESERVATION APPROVALS: No oral agreements for use of B13PSTC,grounds,or
additional rooms shall be valid.The Fire Training Deputy Chief or the Police Chief or
assignee 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 Name 1/2 Day Full Day Notes
(9 hours)
COMMON AREAS FIRE POLICE
Auditorium $650 $1,080
Multi-Purpose Room(max.245) $710 $1,180 Incl.use of Lobby/Lounge/Kitchen
Lobby $710 $1,180 Incl.use of Lounge/Kitchen
Lounge $325 $540 Incl.use of Kitchen
FIRE MEETING FACILITIES
Classroom 1283 max.18 $285 $475
Classroom 1266(max.24) $285 $475
Classroom 1261 max.37 285 $475
Classroom 1258 max.38 $285 $475
Classroom 1275 max.38 $285 $475
Classroom 1277 max.38 $285 $475
Classroom 1214 max.50) $425 $710
Classroom 1264 max.51 425 710
Simulator 1266 max.24 $325 $540
Computer Lab 1267 max.24 $485 $810
FIRE DRILL GROUNDS*
Incl.use of burn props,propane,Radio
8-Story Tower-Live Burns $1,200 $2,000 Tower,SCBA compressor
8-Story Tower-No Burns $600 $1,000 Incl.use Radio Tower,SCBA
com ressor
Radio Tower 600 $1,000
Warehouse Simulator $450 $750
Aquatics Simulator 360 600
Flashover Chamber 720 $1,200 Does not include materials
Vehicle Fire Prop $1,020 $1,700 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 $450 $750 Supplies not 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/orsafety 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 and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 17 of 26
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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
Area max.48 $425 $710
Classroom 1439 Weapons Range $285 $475
Area(max.32)
Firing Range# 1(50 yard,40lane) $650/hour(4 hour minimum required)
Firing Range# 2(25 yard,Slane) $125/hour(4 hour minimum required)
Firing Range# 3(25 yard,30 lane) $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 5pm($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 stated on a per day basis,and Licensee agrees to pay the full daily License Fee,even if arty orall of the
res ective 5 ace are used fora portion of a day.
NOTE:All rental fees and deposits are due In full of time of booking and maybe paid by credit/debit card.Prices listed above are subject to
change.Base rates listed above do not Include overtime fees ordeposits.
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 os 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 be as
follows and may take up to 8 weeks to process:
6 weeks or more prior to event Refund 75%
of rental fee 2-6 weeks prior to event Refund 50%
of rental fee Less than two weeks prior to event No
refu nd
Cancellation due to Inclement weather Reschedule or Refund 75%of reservation fee
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 18 of 26
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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. Once 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. Our 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 DJs, may be
permitted under limited circumstances in the Multi-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
audio-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 Agreement.
FOOD & BEVERAGES: Events providing food and/or beverages must have prior approval
from BBPSTC administrative staff at least 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 and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 19 of 26
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PHOTOGRAPHY: Photography must be approved by BBPSTC prior to the event.There Is no
charge for photography during a scheduled event in your scheduled area.
PARKING: Self-parking is available in the Main Parking Lot ONLY. Occasionally multiple
events are 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. Regardless of
Impact,you will be bound by the terms of your rental contract and these regulations.
OTHER INFORMATION:
• We are a non-smoking facility. No smoking permitted, including e-cigarettes, in the
building.Ashtrays are available in the designated areas.
• No animals will be permitted in BBPSTC except for service animals currently on duty.
• Non-employee licensed open/concealed firearms are prohibited at the BBPSTC.
• Vehicles are NOT permitted to drive over curbs, sidewalks,or on any areas other than
those designated as road or parking spaces at any time.
• Limited storage space Is available. Please contact the BBPSTC 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 activity, meeting,etc.,which BBPSTC administrative staff deems as detrimental to
the facilities will not be permitted. BBPSTC reserves the right to exclude any groupor
Individual deemed to be a risk to the City of Fort Worth and/or BBPSTC property or
Interests.
• No children's parties will be scheduled.Should an event be booked under false pretenses,
all deposit funds will be forfeited.
• BBPSTC is a secured facility.All visitors are required to enter through the metal detectors
located at the main entrance.
• Inquiries regarding the accessibility for those with disabilities should be directed to
BBPSTC administrative staff at(817) 392-6875.
I confirm by signature below, that I have read and understand the rules and
regulations stated herein governing facility use, and agree to abide by all rulesand
assume financial responsibility for any damages to the facility and equipment.
Organization Name
Name of Event Event Date
POC Printed Name POC Phone Number
POC Signature Date
POC Mailing Address City State Zip
POC Email Address
A signed contract and payment of the rental fee and deposit is required to confirm your event booking
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 20 of 26
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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 " Supervisor and Leadership In Law Enforcement" training
("Services")for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 511 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 August 22,2022-May 3,2023,
from 7:00 am to 5:30 pm,Central Standard Time.
2.3 In the event of a change in hours or availability of the Premises,such change shall not give
rise to any claim against the City by the Contractor,whether for lost profits,cost,overhead,or otherwise.
2.4 Contractor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.5 Contractor may not use any part of the Premises for any use or purpose that violates any
applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or
the City of Fort Worth,or other lawful authority with jurisdiction of the Premises.
2.6 Contractor understands and agrees that the parking areas at the Premises are not for the
exclusive use of the Contractor and that the City and the Premises' patrons may use the parking spaces at
any time.
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Page 21 of 26
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3.0 HOLDOVER TENANCY
Unless terminated earlier pursuant the terms of this Agreement,this Agreement will expire without
further notice when the Term expires. Any holding over by Contractor after the Term expires will not
constitute a renewal of the Agreement or give Contractor any rights in or to the Premises,except as a tenant
at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement,Contractor
shall:
4.1.1 Ensure that all Program Participants and any other individual using the Premises
comply with any and all policies,rules,and regulations governing the use of the Premises.
The City will provide a copy of any such policies,rules,and regulations within a reasonable
time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond the
Contractor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City, and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City at least 24
hours prior to the scheduled start time.In case of emergency or Force Majeure Events,the
Contractor must notify the City promptly upon learning of such emergency or Force
Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.5 Report any maintenance or repair needs to the City as soon as practicable.
4.1.6 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit
brought in connection with any injury, death, or damages at the Premises. Contractor
agrees to make its officers,representatives,agents,and employees available to City, at all
reasonable times,for any statements and case preparation necessary for the defense of any
claims or litigation for which City may be responsible hereunder. Contractor shall place
language in its contracts with subcontractors that subcontractors shall notify City as
required by Contractor in this subsection.
4.1.7 While City will commission and oversee all repairs,Contractor will reimburse City
for any repairs that are made for any damage that occurs during Services hours.
4.1.8 City will provide Contractor with necessary keys and security codes for access to
the Premises.
4.1.9 Contractor will notify City immediately if the security of the Premises is
compromised.
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Page 22 of 26
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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 fiorn the City to do so. Should
Contractor fail to discharge the same,such failure shall constitute a breach of this Agreement,and the City
shall have the right to terminate this Agreement immediately. However, Contractor's financial obligation
to City to liquidate and discharge such lien shall survive following termination of this Agreement and until
such a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, at Contractor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all
Services or scheduled time set forth in this Agreement. Contractor shall restore and yield said Premises,
equipment, and all other properties belonging to the City back to City at the expiration of the Services or
scheduled time set forth in this Agreement in as good or better condition as it existed at the beginning of
the Services or scheduled time set forth in this Agreement and in which Contractor found them.
6.2 Contractor will not do or permit to be done any injury or damage to the Premises,or any
part thereof, or permit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other property belonging to the City by the erection or removal
of equipment or any other improvements, alterations, or additions. No decorative or other materials shall
be nailed, tacked, screwed, or otherwise physically attached to any part of the Premises, or to any of the
furnishings or fixtures of the City,without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Contractor will pay the costs of repairing any damage
that may be done to the Premises or any of the fixtures, furniture, or furnishings by any act of Contractor
or any of Contractor's officers, representatives, servants, employees, agents, Program Participants, or
anyone visiting the Premises upon the invitation of the Contractor. The City shall determine, in its sole
discretion,whether any damage has occurred,the amount of the damage,the reasonable costs of repairing
the damage, and whether,under the terms of this Agreement, the Contractor is responsible. City shall be
the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixtures, or
Professional Services and Facility Use Agreement
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Page 23 of 26
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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 $•om City is
required.
9.0 LICENSES AND PERMITS
Contractor shall,at its sole expense,obtain and keep in effect all licenses and permits necessary for
its operation.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the following
upon termination or expiration of the Agreement:
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 24 of 26
DocuSign Envelope ID:C879551 E-2C1 E-40FD-A756-890C99B3C5AE
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 (1 Oth)
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 and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 25 of 26
DocuSign Envelope ID:D3134D33-27AB-43AF-896A-53F9546DDDA1
EXHIBIT"D"
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form') hereby certifies that the following individuals
have the authority to legally bind Contractor and to execute any agreement, amendment, or change order
on behalf of Contractor.Such binding authority has been granted by proper order,resolution,ordinance,or
other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth
in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Contractor.
Name:Floyd L.Worn-ley Jr.,PhD
Title:Assoc' r Research
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Signature
Nance: W' ram J. unez
Title: ice Chan llor for Finance and Administration
Sign ur
Professional Services and Facility Use Agreement
City of Fort Worth and Texas Christian University
Page 1 of 1
DocuSign Envelope ID:D3134D33-27AB-43AF-896A-53F9546DDDA1
Qc,7 IAIV
'F1 ,tin12
BOARD OF TRUSTEES
CERTIFICATE OF RESOLUTIONS
OF THE BOARD OF TRUSTEES
OF TEXAS CHRISTIAN UNIVERSITY
Approved by the Audit,Risk,and Compliance Committee
of the Board of Trustees on November 9,2016.
Approved by the Board of Trustees on November 11,2016.
Updated and Approved by the Audit,Risk,and Compliance Committee
of the Board of Trustees on April 1,2020.
Updated and Approved by the Board of Trustees on April 3,2020.
Updated and Approved by the Executive Committee of the Board of Trustees
on February 11,2021.
Updated and Approved by the Executive Committee of the Board of Trustees,July 2021.
Updated and Approved by the Audit,Risk,and Compliance Committee of the Board of
Trustees on November 3,2021.
Updated and Approved by the Board of Trustees on November 5,2021.
Updated and Approved by the Audit,Risk,and Compliance Committee of the Board of
Trustees on April 6,2022.
Updated and Approved by the Board of Trustees on April 8,2022.
I,Jean M. Pickett, Secretary of the Board of Trustees of Texas Clu7stian University (the
"University")do hereby certify as follows:
1. I am the duly elected and qualified corporate secretary of the University.
2. Set forth below is a true and correct extract from the records of the Executive
Conunittee of the Board of Trustees of the University duly adopted by the Board of Trustees at a
meeting held on April 8, 2022, which resolutions have not in any way been amended or modified
and are in full force and effect:
WHEREAS, Administration desires pursuant to the Article VII, Sections 1 and 2, of the
Amended and Restated By-laws of Texas Christian University, and by authority of the Executive
Committee of the Board of Trustees authorize(i) certain individuals to execute instruments, (ii) a
certain individual to delegate certain portions of his authority to others,and(iii)certain individuals
to conduct certain financial transactions on behalf of the University.
NOW,THEREFORE,be it:
RESOLVED, that Victor J. Boschini, Jr., Chancellor, Texas Christian University, is
hereby authorized to sign all checks, contracts, legal instruments, institutional borrowing
documents and other agreements on behalf of the University (including without limitation, legal
instruments which affect title to real estate, such as, by way of example, but not in limitation,
division or transfer orders,oil and gas leases, and assignments of leases), all without the necessity
of further resolution specifically authorizing the same;
Texas Christian University • TCU Box 297080 • Fort Worth,Texas 76129
DocuSign Envelope ID:D3134D33-27AB-43AF-896A-53F9546DDDA1
RESOLVED, that William J. Nunez, Vice Chancellor for Finance and Administration,
Texas Christian University, is hereby authorized to sign all checks, contracts, legal instruments,
institutional borrowing documents and other agreements on behalf of the University (including
without limitation,legal instruments which affect title to real estate, such as,by way of example,
but not in limitation, division or transfer orders, oil and gas leases, assignments of leases), all
without the necessity of further resolution specifically authorizing the same;
RESOLVED,that William J.Nunez,may, at any time and without further authorization
from the Board of Trustees,delegate any portion of the authority granted to him above(excluding
contracts relating to real estate, oil, gas, minerals, banking, investment, and financing)to another
person. Such delegation of authority shall be evidenced by and subject to the terms of a written
authorization issued by William J. Nunez and subject to annual review by the Audit, Risk and
Compliance Committee of the Board of the Trustees;
RESOLVED,that Veronica R.Rios,Senior Assistant Vice Chancellor for Finance,Texas
Christian University, is hereby authorized without further delegation to act on behalf of William
J. Nunez in his absence or unavailability with respect to all authority granted to him in this
Resolution;
RESOLVED, that Jason R. Safran, Chief Investment Officer, Texas Christian
University, is hereby authorized to sign all endowment investment contracts or other legal
investment documents pursuant to the Investment Policy of the Board of the Trustees, on behalf
of the University, all without the necessity of further resolution specifically authorizing the same;
RESOLVED, all authority granted in this Resolution to Victor J. Boschini, Jr. and
William J.Nunez shall be in addition to and in no way shall limit any authority or power granted
under the University's By-laws,Resolutions,Policies or other actions;
RESOLVED, that all prior delegations of authority with respect to the subject matter
hereof are hereby superseded,replaced and revoked by this Resolution; and
RESOLVED,that any third party who receives a copy of these Resolutions may act under
them.
IN WITNESS WHEREOF,I have hereto set my hand this, 81h day of April,2022.
qai—iM.Pickett Secretary of the Board of Trustees
TO CE TIFY WHICH Witness my hand and seal of office this 81I'day April,2022.
-TO AA,4
Notary Public io and for Tail County,TexasY.:;. TERFiYHAN6Y
4" NOTARY PUBLIC
ID#7470104
state of Texas 2023
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