HomeMy WebLinkAboutContract 50039 CITY SECRETARY f��
CONTRACT NO. 2
AGENCY SERVICES AGREEMENT
CITY OF FORT WORTH AND INVNT,LLC
This AGENCY SERVICES AGREEMENT ("Agreement") is made and entered into, as of the
date of final execution of this Agreement (the "Effective Date"), by and between the CITY OF FORT
WORTH("City")on behalf of the Fort Worth Police Department("Department"), a Texas home rule
municipal corporation, acting by and through Valerie R. Washington, its duly authorized Assistant City
Manager, and INVNT, LLC ("Agency"), a Delaware limited liability company with a principal place of
business in New York, each individually referred to as a "party" and collectively referred to as the
"parties."
DEFINITIONS
The term"City"shall include City, its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
The term Agency shall include Agency and Agency's employees,agents, subcontractors, and volunteers
in respect to the contracted services.
RECITALS
WHEREAS,the City has continued its commitment to ensuring that the Department has safe and
effective equipment to serve the citizens of Fort Worth; and
WHEREAS, City purchased Chevrolet Tahoe vehicles for the Department and desires to provide
the public with information about the capabilities of these vehicles' and the Department's skill in using
these vehicles; and
WHEREAS, the City owns a state-of-the-art training facility for the Department, the Bob Bolen
Public Safety Complex(the"Facility"),and is proud to show the investment the City has made into training
and the Department; and
WHEREAS,Agency,which specializes in executing experiential events,has been retained by the
Chevrolet Motor Division of General Motors LLC ("General Motors") to help the City host media from
across the nation at the Facility for the purpose of disseminating information about the state-of-the-art
training facility and capabilities of the vehicles and officers to a wide audience;and
WHEREAS, Agency desires to assist the City in hosting such a media event at the Facility to
achieve this beneficial public goal;and
WHEREAS,the City and Agency agree that the information to be shared at this event is vital to
informing the public and will provide benefits to both parties;
NOW,THEREFORE,in consideration of the mutual covenants herein expressed,the parties agree
as follows:
AGREEMENT"DOCUMENTSIT, �►-
The Agreement documents shall include RECEIVED
CORD pEC 1 A 2011
1. This Agency Services Agre n1UT;Y SECRETARY o CIT'lOEFOHTW�RM
FY.WORTH kCA� �►
Agency Services Agreement P f 21
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2. Exhibit A—Scope of Services;
3. Exhibit B— Facility Use Requirements; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Agency hereby agrees,with good faith and due diligence,to coordinate and facilitate a media event
at the Facility, located at 505 W. Felix, Fort Worth, Texas, during the Term to showcase how the
Department and its officers are utilizing its state-of-the-art training facility and General Motors vehicles
(collectively,the"Event").In addition, as between the two parties,Agency shall be responsible and liable,
if applicable,for any and all activities or services included in Exhibit"A-1."Unless expressly stated to the
contrary,City shall be responsible and liable,if applicable,for any and all activities or services included in
Exhibit"A-2."Exhibit"A," Scope of Services, consisting of Exhibits"A-1"and"A-2," more specifically
describes the services to be provided hereunder and is incorporated herein for all purposes, and is further
referred to herein as the"Services."Agency and City shall perform their respective Services in accordance with
the standards in the industry for the same or similar services.In addition,Agency and City shall each perform
their respective Services in accordance with all applicable federal,state,and local laws,rules,and regulations.
If there is any conflict between this Agreement and Exhibit"A", the terms and conditions of this Agreement
shall control.
2. TERM.
This Agreement shall take effect as of the Effective Date and shall expire at the conclusion of the
Event(the "Term"). The Event shall begin at 09:00 a.m. on December 14, 2017 ("Event Start Date") and
shall expire on December 15, 2017 ("Expiration Date") at 10:00 p.m.,unless terminated earlier or later in
accordance with this Agreement. City shall have the option, in its sole discretion, to extend the Term of
this Agreement under the same terms and conditions, for up to twenty-four (24) hours, at City's sole
discretion,to allow for Agency to remove from the Facility any equipment or property owned by Agency.
3. CONSIDERATION.
City and Agency expressly agree and stipulate that this Agreement is based on valuable
consideration and an exchange of promises that will be independently beneficial to both parties.
Specifically,Agency agrees that the City's services,as more fully described in Exhibit"A-2,"will provide
a benefit to Agency that Agency has accepted as valuable consideration for its performance of the services
more fully described in Exhibit"A-1."Additionally, City agrees that the Agency's services, as more fully
described in Exhibit"A-1,"will provide a benefit to City that City has accepted as valuable consideration
for its performance of the services more fully described in Exhibit"A-2." Both parties agree as a condition
precedent to executing this Agreement that the consideration is valuable and sufficient and that neither party
shall be able to assert otherwise in the event of litigation.
4. TERMINATION.
City or Agency may terminate this Agreement at any time and for any reason without incurring any
liability to the other party by providing the other party with 10 days' written notice of termination.
Agency Services Agreement Page 2 of 21
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Agency hereby warrants to City that Agency has made full
disclosure in writing of any existing or potential conflicts of interest related to Agency's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Agency hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Each party, for itself and its respective officers, agents and
employees(each,the"Recipient"),agrees that it shall treat as confidential all information provided to it by
the other party, which is marked or designated as confidential,("Confidential Information"), and shall not
disclose any such information to any third party without the prior written approval of the party disclosing
such Confidential Information. Notwithstanding the foregoing, Recipient may disclose Confidential
Information to Recipient's key employees, contractors, or agents on a"need to know"basis in connection
with the Recipient's services hereunder,who are bound by confidentiality obligations no less stringent than
the ones set forth herein.
5.3 Unauthorized Access. Each party shall store and maintain Confidential Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt the
Confidential Information in any way.Recipient shall notify the disclosing party immediately if the security
or integrity of any of such party's Confidential Information has been compromised or is believed to have
been compromised, in which event,Recipient shall, in good faith, use all commercially reasonable efforts
to cooperate with the disclosing party in identifying what information has been accessed by unauthorized
means and shall fully cooperate with the disclosing party to protect such Confidential Information from
further unauthorized disclosure.
6. RIGHT TO AUDIT.
Agency 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 Agency involving financial transactions relating to this
Agreement at no additional cost to City.Agency agrees that City shall have access during normal working
hours to all necessary Agency 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 Agency five(5)business
days' advance notice of intended audits. In no event shall City have access to: individual payroll and
personnel files; any information relating to Agency's other clients and contracts with third parties
(excluding any Agency subcontractors hired in connection with this Agreement), including pricing
arrangements; overhead and any other internal costs or non-billable expenses; Agency's IT infrastructure,
servers,or systems; or any information that is subject to legal restrictions.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that the parties shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as an agent, representative or
employee of the other party. Subject to and in accordance with the conditions and provisions of this
Agreement, each party 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 vendors. Agency acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Agency, its officers, agents, employees, servants,
Agency Services Agreement Page 3 of 21
vendors and subvendors. Each party further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Agency.It is further understood that City shall in no way
be considered a co-employer or a joint employer of Agency or any officers,agents, servants,employees or
subvendors of Agency. Neither party, nor any of its officers, agents, servants, employees or vendors or
subvendors of Agency shall be entitled to any employment benefits from the other party by virtue of this
Agreement.Each party shall be responsible and liable for its own payments and reporting of taxes on behalf
of itself, and any of its officers, agents, servants, employees or subvendors in connection with this
Agreement.
Neither party shall in any way or under any circumstances be responsible for any property
belonging to the other party or its officers,members, agents, employees, subcontractors,program
participants, licensees, or invitees,which may be lost, stolen, destroyed,or in any way damaged.
This section shall survive the expiration or termination of this Agreement.
8. LIABILITY AND INDEMNIFICATION.
8.1 TO THE FULL EXTENT ALLOWED BY LAW, AGENCY COVENANTS AND
AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS, CITY AND THE ELECTED
OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS,
SUBCONTRACTORS, VENDORS, SUBVENDORS, LESSEES, SUBLESSEES, CONSULTANTS,
SUBCONSULTANTS, INVITEES, VOLUNTEERS, UTILITY PROVIDERS, SERVICE
PROVIDERS, AND REPRESENTATIVES OF CITY, INDIVIDUALLY OR COLLECTIVELY,
FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES,
EXPENSES, FEES, FINES, PENALTIES,PROCEEDINGS,ACTIONS, DEMANDS, CAUSES OF
ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE (COLLECTIVELY,
"CLAIMS"),INCLUDING BUT NOT LIMITED TO,CLAIMS ALLEGING BODILY INJURY OR
DEATH AND PROPERTY DAMAGE, MADE UPON CITY, DIRECTLY OR INDIRECTLY
ARISING OUT OF, RESULTING FROM OR RELATED TO AGENCY'S OR ANY OF
AGENCY'S SUBCONTRACTORS' ACTIVITIES AS SPECIFIED IN EXHIBIT"A-1"AND"A-2"
UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF AGENCY,
GENERAL MOTORS, OR ANY OF THEIR RESPECTIVE AGENTS, OFFICERS,DIRECTORS,
REPRESENTATIVES, EMPLOYEES, CONSULTANTS, VENDORS, SUBCONTRACTORS,
VOLUNTEERS, INVITEES, PARTICIPANTS, AND ATTENDEES WHILE IN THE EXERCISE
OR PERFORMANCE OF AGENCY'S ACTIVITIES SPECIFIED IN EXHIBIT "A-1" AND "A-2"
OF THIS AGREEMENT.
8.2 TO THE FULL EXTENT ALLOWED BY LAW,AND WITHOUT WAIVING ANY
GOVERNMENTAL IMMUNITY OR AVAILABLE DEFENSES UNDER THE TEXAS TORT
CLAIMS ACT, CITY COVENANTS AND AGREES TO INDEMNIFY AND HOLD HARMLESS
AGENCY, GENERAL MOTORS, AND THEIR RESPECTIVE PARENTS, AFFILIATES,
SUBSIDIARIES,AND EACH OF THEIR RESPECTIVE OFFICERS,DIRECTORS,PARTNERS,
SHAREHOLDERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY CLAIMS
AGAINST AGENCY ALLEGING PROPERTY DAMAGE, PERSONAL INJURY, AND/OR
DEATH,WHICH ARISE OUT OF OR RESULT FROM CITY'S WRONGFUL OR NEGLIGENT
ACTS OR OMISSIONS IN CONNECTION WITH ITS OPERATION OR USE OF A MOTOR-
DRIVEN VEHICLE OR MOTOR-DRIVEN EQUIPMENT WHILE IN THE EXERCISE OR
PERFORMANCE OF CITY'S ACTIVITIES SPECIFIED IN EXHIBIT "A-2" OF THIS
Agency Services Agreement Page 4 of 21
P
AGREEMENT. IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES THAT NOTHING
HEREIN SHALL BE CONSTRUED TO REQUIRE THE CITY TO ESTABLISH A SINKING
FUND.
8.3 THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT
ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
EITHER PARTY SEEKING INDEMNIFICATION SHALL PROMPTLY ADVISE THE OTHER
PARTY IN WRITING OF ANY CLAIM SUBJECT TO INDEMNIFICATION AS PROVIDED
ABOVE. EACH PARTY WILL INVESTIGATE AND DEFEND, AT ITS OWN COST, CLAIMS
ARISING OUT EACH PARTY'S OWN ACTIVITIES AS DEFINED IN EXHIBITS"A-1"AND"A-
2."THE CITY SHALL HAVE THE RIGHT,AT ITS OPTION AND AT ITS OWN EXPENSE,TO
PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING AGENCY OF ANY OF ITS
OBLIGATIONS UNDER THIS PARAGRAPH.
8.4 TO THE EXTENT APPLICABLE, AGENCY AGREES TO ASSUME FULL
RESPONSIBILITY FOR COMPLYING WITH THE FEDERAL COPYRIGHT LAW OF 1978(17
U.S.C. 101, ET SEQ, AS AMENDED,) AND ANY REGULATIONS ISSUED THEREAFTER
INCLUDING, BUT NOT LIMITED TO, THE ASSUMPTION OF ANY AND ALL
RESPONSIBILITIES FOR PAYING ROYALTIES TO THE COPYRIGHT OWNER, OR
REPRESENTATIVES OF SAID COPYRIGHT OWNER,WHICH MAY BE DUE FOR THE USE
OF ANY COPYRIGHTED WORKS IN AGENCY'S PROVISION OF SERVICES UNDER THIS
AGREEMENT, AND, TO THE FULL EXTENT ALLOWED BY LAW, AGENCY AGREES TO
DEFEND, INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, EMPLOYEES AND
AGENTS, FOR ANY CLAIMS, LOSSES, EXPENSES OR DAMAGES GROWING OUT OF
AGENCY'S INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR
REGULATIONS.
Agency shall require all of its subcontractors to include in their subcontracts a release and indemnity in
favor of City in substantially the same form as above.
This section shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi ng_ment. This Agreement may not be assigned by either party without the prior written
consent of the other. If a party grants consent to an assignment, the assignee shall execute a written
agreement with both parties under which the assignee agrees to be bound by the duties and obligations of
the assigning party under this Agreement. The assigning party and its Assignee shall be jointly liable for
all obligations of the assigning party under this Agreement prior to the effective date of such assignment.
9.2 Subcontract. Either party may subcontract any of its duties or obligations under this
Agreement,provided that such party shall execute a written agreement with such subcontractor,referencing
this Agreement, under which such subcontractor shall agree to be bound by the applicable duties and
obligations of the hiring party under this Agreement.Upon request,the subcontracting party shall provide
City with a fully executed copy of any such subcontract.
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10. INSURANCE.
Agency 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:
10.1 Coverapgand Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Agency, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City,upon request,to evidence
coverage.
10.2 General Requirements
(a) The Commercial General Liability and Automobile Liability policies shall name
General Motors and City as additional insureds thereon, as their respective
interests may appear.
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(b) The Workers' Compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (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.
(d) 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 Risk Management.If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Agency or Agency's subcontractors have
obtained all required insurance shall be delivered to the City prior to Agency
proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Each party 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 and
services it performs in connection with this Agreement will also comply with all applicable federal, state
and local laws, ordinances, rules and regulations. Except for activities expressly contemplated by this
Agreement,if City notifies Agency of any violation of such laws,ordinances,rules or regulations,Agency
shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Agency, for itself, its personal representatives, assigns, subvendors, and successors in interest, as
part of the consideration herein, agrees that in the performance of Agency'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 AGAINST CITY ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY AGENCY, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORS,VENDORS OR SUCCESSORS IN INTEREST,
AGENCY AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. 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:
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To CITY: To AGENCY:
City of Fort Worth INVNT
Attn:Valerie R. Washington,Assistant City Jerry Deeney, CCO
Manager 933 South Eton Street
200 Texas Street,Third Floor Birmingham,MI 48009
Fort Worth,TX 76102-6314 Email:jdeeney@invnt.com
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Agency shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as 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.
15. 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.
16. NO WAIVER.
The failure of City or Agency to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Agency's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. 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 state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. 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.
19. FORCE MAJEURE.
City and Agency 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
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force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. 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.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect 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,and C.
22. 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,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Agency,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 in conflict
with any provision of this Agreement.
24. COUNTERPARTS/SIGNATURES.
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,and a facsimile or electronic signature page will be as binding as the original signature page.
25. REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants to the other that it: (a) has the capability, expertise, resources
and means required to perform its respective Services in accordance with this Agreement;(b)will perform
its respective Services in a professional and workmanlike manner, at high quality, and in conformity with
generally prevailing industry standards; and(c)shall perform its respective Services under this Agreement
in compliance with any and all local, state, and federal laws, rules, and regulations applicable to the
performance of such Services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility,employment verification, and nondiscrimination.Agency warrants that
each of its employees performing work under this Agreement is legally eligible to be employed by Agency
and to perform such work and shall verify the identity and employment eligibility of all employees who
perform work under this Agreement.Agency shall complete the Employment Eligibility Verification Form
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(I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all
employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work at the Facility under this Agreement. Agency shall
establish appropriate procedures and controls so that no Services will be performed by any employee who
is not legally eligible to perform such services.Agency shall provide City with a certification letter that it
has complied with the verification requirements required by this Agreement.Agency shall indemnify City
from any penalties or liabilities due to violations of this provision.City shall have the right to immediately
terminate this Agreement for violations of this provision by Agency.
27. OWNERSHIP OF WORK PRODUCT.
Intentionally ornitted.
28. 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 Agency whose name,title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Agency shall notify the Department, in writing,of a company name,ownership,or address change
taking place during the Term or during the two (2) year period immediately following the Term, for the
purpose of maintaining updated City records.The president of Agency or authorized official must sign the
letter.A letter indicating changes in a company name or ownership must be accompanied with supporting
legal documentation such as an updated W-9, documents filed with the state indicating such change, copy
of the board of director's resolution approving the action,or an executed merger or acquisition agreement.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
Agency 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,
Agency certifies that Agency's signature provides written verification to the City that Agency:(1)does not
boycott Israel; and(2)will not boycott Israel during the term of the contract.
31. ACCESS.
The access granted to Agency pursuant to this Agreement shall be limited to the property defined as
the Facility. Agency, its subcontractors, and General Motors, and their respective staff members,
representatives, guests, invitees,and participants at the Event(collectively, "Agency Parties") shall sign in to
the Facility upon their arrival at the hospitality tent and shall be escorted and/or supervised by a City employee
at all times while at the Facility. The City employee escorting Agency Parties must be authorized to access
Criminal Justice Information Services("CJIS")protected data. The parties acknowledge and understand that
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the Facility contains one or more areas where CHS protected data is viewed,modified,and used.Furthermore,
the parties acknowledge that Federal and State laws set forth the access requirements for CJIS protected data,
and the parties agree that, as long as the Agency Parties are escorted by an authorized City employee and
comply with instructions of such City employee,the Agency Parties shall be in compliance with such Federal
and State laws regarding access to CHS protected data.Notwithstanding the foregoing,the City will use best
efforts to avoid exposing any of the Agency Parties to any CHS protected data. Agency Parties shall keep
government-issued identification on them at all times while at the Facility.
32. THIRD-PARTY BENEFICIARIES.
General Motors shall have limited rights as a third party beneficiary, solely in connection with the
Services performed by the City,as further set forth in Exhibit"A-2"hereof Except as provided in the foregoing
sentence, the provisions and conditions of this Agreement are solely for the benefit of the City and Agency,
and their lawful successors or assigns, and are not intended to create any rights or obligations, contractual or
otherwise,to any other person or entity.
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Agency Services Agreement Page 11 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
d,i\ of December 20 t '
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
f responsible for the monitoring and administration of
By: y this contract, including ensuri g all performance and
Name: Valerie R. Washington reporting requireme s.
Title: Assistant City Manager
Date:
By:
APPROVAL RECOMMENDED: Title:
APPROVED AS TO FORM AND LEGALITY:
By;
Name: Joel Fitzgerald
Title: Chief of Police By.
Jo ApnPate
ATTEST: Ti Assit City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
By: 1295 form:N/A
a e: Mary "' O
Title: City etary
AGENCY: XP+�
INVNT,LLC ATTEST:
By:
Name: Jerry Deeney By:
Title: Chief Client Officer Name:
Title:
Date:
.,FFMAL RECORD
GT'le SECRETARY
Agency Services Agreement Page 12 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of December 2017.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I aclmowledge that I am the person
responsible for the monitoring and administration of
By: this contract,including ensuring all perf mance and
Name: Valerie R.'Washington reporting requirements.
Title: Assistant City Manager
Date: By,
Name:
APPROVAL RECOMMENDED: Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Joel Fitzgerald
Title: Chief of Police By.
ATTEST: Name: Jo Ann Pate {
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
By: 1245 form:N/A
Name:Mary Kayser
Title: City Secretary
i
AGENCY: j
ti
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INVNT,LL ATTEST:
By.
Name; Jerzy D y By: i
Title: Chief Clien Officer Name:
Title:
Date:
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Agency Services Agreement Page 12 of 21
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7
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EXHIBIT A
SCOPE OF SERVICES
The Event will consist of an opportunity for members of the media to visit the Facility to learn from the
Department and General Motors personnel about the Facility and the Department's use of General Motors
vehicles.
Members of the media will be given classroom briefings about the Facility and about the vehicles.They
will also be given the opportunity to participate in three driving experiences(collectively,the
"Experiences"), described as follows:
1. Slow-Speed Experience
Members of the media can operate the vehicles on slow-speed skid pads to learn how officers are trained
to maneuver the vehicles in small and tight spaces.Driving courses will be set in advance and the vehicles
will not exceed a speed of seven(7)miles per hour.
2. Simulated High-Speed Experience
Members of the media can accompany officers in Police Vehicles to learn how officers are trained for
active pursuit situations. Pursuit courses will be set by the Department and only officers shall be
permitted to operate the vehicles in this Experience.
3. Public Driving Experience
Members of the media can test drive General Motors Rally Sports Trucks independently on public roads,
in accordance with a route map to be provided at the Event.
Members of the media shall also be provided with food and non-alcoholic beverages and lounging
opportunity in a hospitality tent at the Facility.
Exhibits"A-1"and"A-2"that follow provide further detail about the above activities and the
responsibilities of each party in providing the above services.
Agency Services Agreement Exhibit A Page 13 of 21
EXHIBIT A-1
AGENCY'S SERVICES AND RESPONSIBILITIES
As between the parties,Agency shall have sole control of,and shall be responsible and solely liable,
if any liability should arise,for the following:
1. Transportation of all Agency personnel and Media to the Bob Bolen Public Safety Complex, located
at 505 W. Felix Street, Fort Worth, Texas (the "Facility"). "Media" shall be defined as up to one
hundred (100) members of news outlets and news reporters from across the country. Agency shall
ensure that only Media and Agency personnel are transported by Agency to the event. Agency shall
ensure that no Media-participant is taken any place within the Facility without first being taken to the
hospitality tent and ensuring that the Media-participant has completed a City waiver,a General Motors
waiver,and an Agency waiver.
2. Transportation of all Agency personnel and Media around the Facility, including restrooms, the
hospitality tent and to and from the three Experiences(including the classroom experience,slow-speed
experience,and simulated high-speed experience).
3. Hosting the hospitality tent,which shall include lunch, chairs, non-alcoholic beverages, snacks, and
information about Agency and City.
4. Provide and instruct the low-speed skills driving experience. Agency shall ensure that the experience
is provided in a safe,reasonable manner,and shall be responsible for all elements of this experience,
namely:
A. Providing 3 Chevrolet Tahoe Police Pursuit Vehicles (PPVs), owned and lent by General
Motors for this Event;
B. Overseeing a low-speed skills course that allows Media-participants to operate the vehicle and
execute low-speed tactical maneuvers to demonstrate the capabilities that officers have and
the skill it takes to execute the maneuvers in the vehicles.It is expressly agreed that,as between
the parties,Agency shall have sole control over the course,choice of vehicle,and drivers and
instructors used in this experience;
C. Setup the slow-speed skills course;
D. Providing necessary safety equipment, if any;
E. Providing instructors for the experience;and
F. Providing personnel to facilitate the experience.
5. Provide and instruct the off-site public driving experience. Agency shall be responsible for the all
elements of this experience,namely:
A. Providing 14 Chevrolet Tahoe Rally Sport Truck(RST)vehicles,owned and lent by General
Motors for this Event;
B. Designing a driving course throughout the City of Fort Worth;
C. Designing and creating driving instructions for the participant;
D. Providing proof of insurance coverage for the vehicles and any and all participants at or above
the minimum coverage amounts for the state of Texas for the participant in that vehicle.Proof
of insurance must be provided to the City prior to the event;
6. Agency shall ensure that all Media will be first shuttled directly to the hospitality tent, where all
participants will be required to execute a waiver provided by the City in accordance with Exhibit`B",
as well as waivers provided by General Motors and by Agency, before being allowed access to the
classroom or track area. Agency agrees that it is a material breach of this Agreement for Agency to
shuttle a Media participant to the classroom or track area without first providing all necessary signed
waivers for that participant.
Agency Services Agreement Exhibit A-1 Page 14 of 21
7. Agency acknowledges that it shall use the portions of the Facility as outlined and specifically
highlighted for each specific use in Exhibit`B."Agency acknowledges that it shall inspect the facilities
intended to be used for the Event prior to use and shall determine its suitability for such use prior to
the date of this agreement.
Agency Services Agreement—Exhibit A-2 Page 15 of 21
EXHIBIT A-2
CITY'S SERVICES AND RESPONSIBILITIES
Except as expressly stated to the contrary,the City shall have sole control of and shall be responsible and solely
liable,if any liability should arise,for the following:
1. The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
for the classroom portion of the Event. The City shall provide existing and already-installed
audio/visual equipment.Nothing herein shall require the City to purchase additional equipment.
The classroom portion shall consist of:
A. Introduction by Department Personnel and welcoming to the Bob Bolen Safety Complex.
B. Presentation by Agency about the capabilities of General Motors vehicles used for both law
enforcement purposes and civilian use. Agency shall have sole control and shall be solely
responsible and liable, if any liability should arise,for the information presented in its portion of
the presentation.Agency shall indemnify the City as provided in Section 8.4 of the Agreement for
any claims arising from Agency's portion of the presentation.
C. Presentation by Department Personnel regarding the Bob Bolen Public Safety Complex and the
emphasis the Department and the City puts on training.The City shall have sole control over and
shall be solely responsible and liable,if any liability should arise,for the information presented in
its portion of the presentation.
D. Neither the City nor the Agency shall use the other party's logo, insignia,name, or other similar
symbol without express written permission for such use.
2. The simulated high-speed passenger experience shall be designed,prepared,and facilitated by the City.
The City shall be responsible for the design and set-up of the course,shall supply at least one(1)law-
enforcement Chevrolet Tahoe vehicle from its existing fleet,and shall provide experienced drivers to
navigate the course. The City shall have sole control over the course, choice of vehicle, and drivers
used in this experience. The simulated high-speed passenger experience shall involve Media-
participants as passengers in a City-owned law enforcement vehicle being operated by an experienced
Department officer.The officer will execute pre-designed maneuvers on the course to demonstrate the
capabilities of the City's vehicles and the training and skill of the Department's officers. The officer
shall not exceed the speed limit guidelines set by the Fort Worth Police Department during this portion
of the Experience. Agency shall supply Hans devices and helmets for the media-participants to wear
during this experience.
3. Except as provided herein, the City shall be responsible for all aspects of the simulated high-speed
passenger experience, and shall be solely responsible and liable, if any liability should arise, for this
simulated high-speed passenger experience.Notwithstanding the foregoing sentence, as between the
parties,Agency shall be solely responsible and liable,if any liability should arise,for the Hans devices
and helmets and use of the same,which shall be supplied by Agency.Agency shall indemnify the City
as provided in Section 8.1 of the Agreement for any claims arising from use of the Hans devices and
helmets.
Agency Services Agreement -Exhibit A-2 Page 16 of 21
EXHIBIT B
FACILITY USE REQUIREMENTS
L CJIS COMPLIANCE
Agency Parties shall not be given access to any portions of the Facility except as authorized under
this Agreement.Access to police training classrooms is subject to all requirements of Title 28 of the Code
of Federal Regulations(28 CFR,Chapter 1,Part 20),the Department of Justice,FBI Division,CJIS Security
Policy, Version 5.3 8/2/2014 ("Policy"), as amended, regarding security processes and procedures for the
creation, viewing, modification,transmission, dissemination, storage, and destruction of Criminal Justice
Information (CJI). All persons accessing the police training classrooms and any other physically secure
locations and controlled areas during CJI processing shall be subject to a state and national fingerprint-
based record check unless these individuals are escorted by authorized personnel at all times. Agency shall
comply with, and shall ensure all Agency Parties admitted to the Facility in connection with the Event
comply with, any directions provided by Department personnel related to movement throughout the
Facility, and shall not travel anywhere on the Facility unescorted by City and/or Department employees.
IL USE OF LICENSED PROPERTY AND EQUIPMENT/CITY'S SUPERIOR INTEREST
2.1 The Facility and any City-owned equipment shall be used for the purpose of authorized
services or trainings described in Exhibit"A-1"and"A-2"and for no other purpose without the prior written
consent of the City. Agency shall require each person accessing the Facility in connection with the Event
to sign the City's general release of liability and hold harmless agreement, in accordance with Exhibit"A-
1"and"A-2."
2.2 PERSONNEL AND EXCLUSIVE SERVICES. Agency shall employ sufficient qualified
personnel, subcontractors and/or vendors, as may be required for the proper use and occupancy of the
Facility in connection with the Event.
2.3 CITY'S SUPERIOR INTEREST/CONTROL OF PREMISES AND FACILITY. Agency
acknowledges that this Agreement is in the nature of a privilege to use the Facility, and, therefore, is
revocable by City, and City does not purport to convey any real property interest in any of the property
over,under or upon the Facility. City reserves the right to enter upon the Facility at any time for asserting
its superior real property interests or for emergency purposes. In furnishing the Facility, City reserves the
right to control the management thereof, and to enforce all necessary and proper rules for the management
and operation of said premises and the Facility.
2.4 REMOVAL OF INSTALLATIONS, EXHIBITS, AND ALL OTHER PROPERTY. All
installations, exhibits, training materials, and all other property (collectively "property") belonging to
Agency shall be removed from the Facility on or before the expiration of the Term hereof. In the event
that the Facility is not vacated and property related to the Event is not removed by the date above named,
City is hereby authorized to remove from the Facility all property of any and all kinds and description which
may then be occupying said Facility. City may dispose of the property by any legal means, or, at City's
sole discretion,may notify Agency of the removal of the property and store the property at the expense of
Agency for so long as City deems reasonable to allow Agency to retrieve the property. City shall not be
liable for any damages to or loss of such property which may be sustained due to such removal or resulting
from the place to which it may be removed. City is hereby expressly released from any and all claims for
any damages of whatever kind or nature relating to this paragraph.
Agency Services Agreement—Exhibit B Page 17 of 21
2.5 ALTERATIONS. Agency will not cause or permit any nails or any other things to be driven
into any portion of the Facility,nor cause or permit any changes,alterations,repairs,painting or staining of
any part of the Facility or furnishing, including any City-owned equipment therein, nor do or permit to be
done anything which will damage or change the finish or appearance of the Facility or the furnishings
thereof. TAPE OR OTHER ADHESIVE MATERIALS MAY NOT BE APPLIED TO WALLS OR
OTHER SURFACES OF THE FACILITY WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
DEPARTMENT. ALL PRODUCTS THAT CREATE A SUBSTANTIAL RISK OF DAMAGE OR
EXCESSIVE LITTER ARE PROHIBITED. Agency will pay the costs of repairing any damages which
may be done to the Facility or any of the fixtures, furniture or furnishings thereof if caused by an act of
Agency or any of Agency's employees or agents or anyone visiting the Facility upon the invitation of
Agency, including the Media-participants and attendees of the Event. City shall determine whether any
damage has been done,the amount of the damage, the reasonable cost of repairing it, and whether, under
the terms of this Agreement,Agency is to be held responsible.
2.6 SEATING CAPACITY. In no event shall attendance at the Event be in excess of the
designated capacity as determined by City's Fire Marshal.
2.7 AISLES AND ALL ACCESS CLEAR. Agency will permit no chairs,movable seats or other
obstructions to be or remain in the entrances, exits, or passageways and will keep same clear at all times.
No portion of the sidewalk,entries,passage,vestibules,halls,elevators,or access to public utilities of said
building shall be obstructed by Agency or used for any purpose other than for ingress and egress to and
from the Facility.
2.8 RESPONSIBILITY FOR DAMAGE. Except if caused by services provided by City
specifically included in Exhibit"A-2,"if the Facility,or any portion of the Facility,during the term of this
Agreement shall be damaged by the act,default or negligence of Agency,or any individual admitted to the
Facility by Agency in connection with the Event,Agency will pay to City,upon demand,such sum as shall
be necessary to restore Facility to its present condition. Agency hereby assumes full responsibility for the
character,acts and conduct of all persons admitted by Agency to the Facility or to any portion of the Facility.
2.9 AGENCY'S REPRESENTATIVE. A representative of Agency approved by the Department
or his designee shall remain at the Facility during the Term and until all participants, attendees and the
public have left the Facility.
III. WAIVERS
Use of the Facility will require individual waivers to be signed from each Media-participant and all
Agency personnel attending the Event. All waivers must be submitted prior to the Media-participant or
Agency personnel entering the Facility.
IV. LAW OBSERVANCE/TAXES
4.1 Agency shall not do, nor suffer to be done, anything in the Facility, during the Term of this
Agreement, in violation of the laws of the United States, the State of Texas, or any of the ordinances of
City or Tarrant County, Texas, including, but not limited to, Agreement requirements of City. Further,
Agency shall obey all rules and regulations of City for the government and management of the Facility,
together with all rules and requirements of the police and fire departments of City. Agency agrees that
every employee, agent or invitee attending the Event shall abide by, conform to and comply with all and
Agency Services Agreement- Exhibit B Page 18 of 21
any such rules, laws, and ordinances. If Agency's attention is called to any violations, Agency will
immediately desist from and correct such violations.
4.2 Agency hereby agrees that no activity, event, performance, exhibition or entertainment
(collectively "presentation") shall be given or held or take place in the Facility herein described which is
potentially dangerous to the public or which is illegal,indecent,obscene, lewd, immoral, or in any manner
offensive to persons of ordinary sensibilities and should any presentation or any part thereof be deemed by
the Department to be dangerous, illegal, indecent, obscene, lewd, immoral or in any manner offensive to
persons of ordinary sensibilities, then the Department or any authorized officer of the Department shall
have the right to demand of Agency that Agency immediately, upon receipt of such notice, cease its
presentation, or make the changes demanded by the Department. The Parties agree that none of Services
covered by this Agreement fall into the categories of events that are prohibited by the paragraph.
4.3 It is understood that whenever this Agreement authorizes or requires City to take any
action, it may be done by the Chief of Police, his designee or by other persons designated by the City
Manager, unless the City Charter requires that the City Manager take such action or that the City Council
approve such action.
V. ABANDONED ITEMS
City shall have the sole right to collect and have custody of articles left in the Facility by persons
attending any presentation given or held in the Facility. Vendor agrees to hold City harmless for dispensing
of said articles not claimed within 24 hours after the end of the presentation,and City may dispose of same
through any legal means without notice to Vendor.
VI. IMPOSSIBILITY OF PERFORMANCE
6.1 If the(a)Facility or any portion thereof is destroyed or damaged by fire or other calamity so
as to prevent the use of the Facility for the purposes and during the periods specified in this Agreement,or
(b) if the use of the Facility by Agency shall be prevented by an act of God, strike, lockout, material or
labor shortage, restrictions by any governmental authority, civil riot, flood, or any other cause beyond the
control of City,then this Agreement shall terminate. Neither party shall be liable or responsible to the other
party for any damages caused thereby and both parties hereby waive any claim against each other for
damages by reason of such terminations.
6.2 City reserves the right to relocate Agency to an alternate space within the Facility which is
suitable for the use of Agency should such relocation become necessary. In the event of such relocation,
this Agreement shall continue in full force and effect with the new location substituted for the old location.
City shall use its best efforts to avoid any unnecessary inconvenience to Agency.
Agency Services Agreement—Exhibit B Page 19 of 21
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Agency Services Agreement- Exhibit B Page 20 of 21
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals
and/or positions have the authority to Iegally bind Agency and to execute any agreement, amendment or
change order on behalf of Agency. Such binding authority has been granted by proper authorization of
Agency.City is fully entitled to rely on the warranty and representation set forth in this Form in entering
into any agreement or amendment with Agency. Agency will submit an updated Form within ten(10)
business days If there are any changes to the signatory authority before the conclusion of the Term.City is
entitled to rely on any current executed Form until it receives arevised Form that has been properly executed
by Agency.
1. Name:
Position:
Signature '�
2. Name: Et 1-7-*6 6.". 6 jr �V 1 l `'
Position:��,� Ch1�i-„
Signature
3. Name:
Position: r'(
Signature __
Name: aTF't "
Signature o silent I CEO
Other Title:
Date.• �-I-'y
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Agency Services Agreement--Exhibit B Page 21 of 21