HomeMy WebLinkAboutContract 50729 Z
ED CITY SECRETARY
RECEIVED MAY -32018
ED CONTRACT NO. �Jb�
CITY OFFORT WORTH � PROFESSIONAL SERVICES AGREEMENT
CITY SECRETARY
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation,
acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and KRAV MAGA
WORLDWIDE, INC. ("Contractor"), acting by and through Jay Mallen its duly authorized President.
For purposes of this Agreement, the term Contractor shall include Contractor, its authorized
representatives, officers, employees, and instructors who provide services on Contractor's behalf. The
term City shall include its authorized representatives, officers, employees, and directors.
AGREEMENT DOCUMENTS
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Facilities Use Requirements
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct "Krav Maga Defense Tactics System" ("KMDTS") training for law
enforcement personnel beginning on May 7, 2018, and ending on May 11, 2018 ("Services"). Each day,
Contractor shall provide training from 8:00 am to 5:00 pm, Central Standard Time. Services shall be
performed at the Bob Bolen Public Safety Training Complex located at 505 W. Felix Street, Fort Worth,
Texas 76115 ("Premises").
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on May 11,
2018 at 11:59pm, unless terminated earlier in accordance with the terms of this Agreement.
3.0 COMPENSATION
Cost for Services shall be $7,500.00 for ten to twelve participants ("Enrollment fee") in the training.
(Under no circumstances shall City be held liable for the Enrollment fees of any attendee of the training that
is not employed by City.) The maximum amount to be paid to Contractor by City for all services provided
pursuant to or in relation to this Agreement shall not exceed seven thousand, five hundred dollars
($7,500.00). Except for Enrollment fees, Contractor shall not be entitled to receive any compensation or
money from City for any services under this Agreement unless City requests and approves in writing the
additional costs for such services.
Payment for Services shall be due within thirty (30) days of un � r &b f the
particular services so ordered and receipt by the City of Contractor's invoice fo pa a KCt:
CITY SECRETARY
PT.WORTH,TX
Professional Services Agreement
CoFW and Krav Maga Page 1 of 27
4.0 CONSIDERATION
City and Contractor 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, Contractor agrees that the City will provide a benefit to Contractor by providing, both, the
use of City facilities at no charge to Contractor for the services, as well as furthering Contractor's mission
by educating other law enforcement departments and personnel on the type of threats handled by
Contractor. Contractor has accepted this as valuable consideration for its performance of the services of
this Agreement more fully described in Exhibit "A". Additionally, City agrees that the Contactor's
services, as more fully described in Exhibit "A," will provide a benefit to City that City has accepted as
valuable consideration. 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.
5.0 TERIVIINATION
5.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 10 days'written notice of termination.
6.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment
needed by Contractor. The City shall not be required to purchase any new audio/visual equipment. Contractor
agrees to provide the City a list of necessary audio/visual equipment needed at least two(2)weeks prior to the
start of Services. The City agrees to notify contractor of any equipment that is not available within two days
of receiving the Contractor's list of necessary equipment. Contractor also agrees to provide the City with
information regarding the classroom size necessary to conduct the training at least two (2)weeks prior to the
start of Services.
The minimum enrollment for Services is 10 (ten) participants. If, the enrollment minimum is not
met,the parties agree to confer in good faith regarding whether to reschedule or cancel the Services.
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.
The City shall report training hours to the Texas Commission on Law Enforcement(TCOLE) for
all participants who have a valid TCOLE PID number. Contractor must provide the City the following:
Pre-Course:
Instructor Biography(ies)
Course Syllabus/Schedule
Post-Course:
Provide all participants with a certificate of completion to include:
o Participant name
o Course name
o Course date
o Total training hours
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7.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
7.1 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.
7.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of City.
7.3 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.
8.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property
defined as Premises in Section 1 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. Contractor shall carry a
valid photo ID while on Premises.
9.0 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.
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10.0 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 subContractor of Contractor. Neither Contractor, nor any officers, agents,
servants, employees or subContractor 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 subContractor.
11. LIABILITY AND INDEMNIFICATION
11.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
11.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND 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.
11.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
against City pursuant to this section, Contractor shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
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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 is
reasonably available to Contractor terminate this Agreement, and refund all amounts paid to
Contractor by City, subsequent to which termination City may seek any and all remedies available
to City under law.
12.0 ASSIGNMENT AND SUBCONTRACTING
12.1 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.
12.2 Subcontract. If City grants consent to a subcontract, sub Contractor shall execute a
written agreement with Contractor referencing this Agreement under which sub Contractor 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.
13.0 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:
13.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$1,000,000- Aggregate
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13.2 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 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.
(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 Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
14.0 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.
15.0 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, SUBCONTRACTORSS OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
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16.0 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 The CITY:
City of Fort Worth
Attn: Jesus J. Chapa
Assistant City Manager
200 Texas Street
Fort Worth TX 76102-6311
Facsimile: (817)392-8502
With a copy to the City Attorney's Office at the same address and to:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W. Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Krav Maga Worldwide, Inc.
Force Training Division
15233 Ventura Blvd., Suite 100
Sherman Oaks, CA 91403
Phone: (310)477-9977
17.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor 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.
18.0 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.
19.0 NO WAIVER
The failure of City or Contractor 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 Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
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20.0 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 state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
21.0 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.
22.0 FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
23.0 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.
24.0 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 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"and`B."
25.0 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,which is executed by an authorized representative of each party.
26.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A and B, 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 in
conflict with any provision of this Agreement.
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27.0 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.
28.0 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 thirty
(30) days from the date that the services are completed. In such event, at Contractor's option, Contractor
shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b)refund the fees paid by City to Contractor for the nonconforming services.
29.0 IMMIGRATION 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.
30.0 OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation which are created, published, displayed, and/or produced solely and exclusively for the
services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole
and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to
the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of
conception, creation or fixation of the Work Product in a tangible medium of expression (whichever
occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire"
within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or
any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of
1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title and interest in and
to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
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31.0 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
"B." Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
32.0 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
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement. Failure to provide the specified documentation so may
adversely impact future invoice payments.
33.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
(signature page follows)
Professional Services Agreement
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EXECUTED on this,thee day of 2018.
CITY OF FORT WORTH: KRAV MAGA WORLDWIDE,INC.
By: By,
Jesus J. Chapa Jon+asAssistant City Manager Direg Division
i
r
Date: 0�)- Date: 2 > R.�-!2g!C'
APPROVAL RECOMME BY:
By:
Joel F.Fitzgerald
Chief of Police
Date: � �t
�T
APPROVED AS TO
FORM AND LEGALITY:
By:_f�11�
Matthew Murray ' '^
Assistant City Attorney Fo�
ATT T J
Pl
By 3
Ma J.Ka ser
City Secretary
Form 1295 Certification No: NOT REQUIRED
This agreement does not require City Council approval.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all perf?ITnee and reporting requirements.
`"-' — OFFICIAL RECORD
Offia James Dunn
Fort orth Police Officer CITY SECRETARY
FT.WORTH,TX
Professional Services Agreement
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EXHIBIT A—SCOPE OF SERVICES
KJUV AMEA WDRLDWIDE'
F[ R(l.E TRAINING DIVISION
82111 COMBAT �Y
TRAINING PROPOSAL
FOR
Fort Werth Police department
Krav Maga Worldwide, Inc.
Force Training Division
15233 Ventura BIW-, Suite 100
Sherman Oaks, CA 91403
(390)477-9977(310)8064586Fax
www.kravmaga_mn
Professional Services Agreement
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alrarAuIA U%Uu uss
a�rAcr:TearsiV;1011 rne01
Fort Wath Police Departrnent
Training Proposal
Date: March 8,2018
Course Objective:The objective of this specialized Law Enforcement Krav Maga Instructor
Certification Training Program is to instruct and certify personnel in the v+mrid's most practical
system of defensive tactics.
KRAV MAGA 5-DAY LAW ENFORCEMENT INSTRUCTOR RECERTIFICATION TRAINII~1G COURSE
Length of Course: 5 days(8 hours per day)40 hrs-
Number of Participants: To Be Detemairred(TBD)—Minimum 10
Course Dates: May 7-11,2018
Location: Fart Wath,Texas
Series 1,2&3
1) Combatives(Personal Weapons)
2) Self Defense(Defensive Tactics)
Subject Matter. 3) Defenses Against Handgun Threats
4) Lang Gun
5) Weapon Retention
6) Defernes Against Edged Weapon Threats
T) Defenses Against Edged Weapon Attacks
Instructors Needed: 1-2
Option 1:$7,500*for 10-12 participants
(For each participant 13-17 add an additional$500 per
person)-
Option 2:$10,500*for 18-20 participants
(For each participant over 20 add an addibonal$500 per
person-)
Course Fee:
Includes:Instructor and all expenses(instruction,travel,airfare,
hotel,rental car,per-diem),materials,manuals,certfficates,t-
shirts and challenge coins.
'Reale no&:TNs is a dwnl-d rate. The mwn3d raLe is$7955 per peman.
For additional informationlcourse detaits,please contact Jon Pascal or Karen Tintfass,
Krav Maga Worldwide Force Training Division at(310)477-9977,(310)806-4586 fax,or
iyascaNcIliravrrnaga-c:om or karentMravrrnaga.com
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2-Professional Services Agreement
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We thank you for showing interest in the Krav Maga Worldwide Force Training Division.
The Krav Maga Defensive Tactics System is a self-defense program intended to be
used by law enforcement and military personnel.
Our organization has taught and moues to teach on an official basis hundreds of law
enforcement agencies and select military units,in the U.S.and abroad.
Krav Maga is a unique self-defense program designed for use in both public safety and
military special operations contexts_The Krav Maga system provides solutions to a
multiplicity of armed and unarmed threats to law enforcement and military personnel.
Krav Maga is a modem, reality based method of training_The Krav Maga defensive
tactics training is characterized by a logical and progressive approach to learning that
results in a highly effective, easy to learn,natural and practical method of defensive
tactics for ren life violent encounters.
Krav Maga features both defensive and offensive techniques.The Krav Maga System
deals with scenarios where,for any number of reasons,operators face life threatening
situations in which higher force options cannot immediately be accessed.From this
perspective,the operator must respond with sound,aggressive,unarmed defensive
tectrniques and oanbatives until a transition to higher force options or safe control can
be achieved_
Our training enables operators to deal with the most violent offenders they encounter
while remaining acutely aware of reasonable use-of-force and civil liability issues_The
program is constantly updated in consultation with use-of-force experts(ndudng
district allomeys, police liability defense lawyers,police administrators and defensive
tactics instructors)to provide reel world effectiveness and defensible applications of
reasonable face.
Krav Maga is well integrated,meaning that similar defensive principles apply to a variety
of hostile situations_Therefore,the system can be named in a restively shat period of
instruction.The techniques are easy to retain with minimal review and can be performed
under extreme stress.The Krav Maga System has been overwhelmingly praised by
defensive tactics nstrudors from federal,state and local law enforcement agencies,as
well as hand to hand combat trainers from special units of the military.
Our instructional staff consists of currently sworn law enforcement officers.Our
approach is simple,`stop the problem and take safe control as quickly as possible'
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CoFW and Krav Maga Page 14 of 27
Officer safety is paramount—before,during and after the confrontation.We deal with
compliant, resistive,assaultivelhigh risk and life threatening situations.
Instructional units include:combatives(personal weapons);self defense(as it pertains
to weapon retention);weapon retention(handgunlshotgunlSMGliimpact weapon);
neutralizing threats involving handguns, blunt objects,attacks&threats made with an
edged weapon,and defensive techniques involving threats made with a
ShotgunlRifielSMG; utilizing various impact weapons for defensive and offensive
purpose;methods of arrest&control;searching and handcuffing; general officer
survival tactics;ground fighting;applications for special operations and special
enforcement units;third party protection;dealing with multiple assailants;thwarting
assassination attempts and training scenarios involving hostage rescue.
A full schedule of our current training can be found in the"taw enforcementlmilitary"
section of our website at www_kmvmaoa.com_We can also customize a program to
meet your needs. Our mobile training teams would be honored to come to your location
to provide end user or instructor certification training. The training units that may be of
interest to you include, but are not limited to,the following:
• Combatives training which utilize unique training methods.These methods
are designed to develop in one the ability to go from a passive state to an
aggressive state without hesitation.This involves training under extreme
stress in order to test one's ability to complete a given task while being
interfered with by a third party,while their attention is distracted I divided and
while suffering from other stimuli including confined space and fatigue.
• Personal Tactics and Self-Defense.To include defensive tactics against the
most common and frequently used grabs,chokes and headlocks.
• Defensive measures to disarm and neutralize an assailant who is armed
posing an imminent threat with a handgun,long gun,edged weapon,or blunt
object.
= Arrest and control tactics to include:arm controls, escorts,takedowns,
searching, handcuffng and team tactics.
• Handgun retention (in the holster,out of the holster, standing and on the
ground).
• Weapon retention and combatives for Long Gun and Sub-Machine Gun.
• Third Party Protection to include defenses against assassination attempts and
hostage rescue_
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CoFW and Krav Maga Page 15 of 27
KRAY LAZA wWMnrus
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LAW ENFORCEMENT
TRAINING INFORMATION
Course Objectives:The objectives of these specialized Law Enbreernent Krav Maga Instructor
Certification Training Programs are to instruct and certify personnel in the warkfs most practical system of
defensive tactics.
KRAV MAGA WORLDWIDE LAW ENFORCEMENT INSTRUCTOR CERTIFICATION TRAINING COURSES
Certification_ Wrth the successi5d completion of the cause,participants will be certified to
teach the learned techniques and principals to they agency personnel.
Courses are prnuided at difkrent locations acus the United Stares.Omr
current schedule can be viewed on our website at www.kravmaiaacom
(please see the schedule in the law enforcement training section),
Locations: If your agency would be interested in hosting a eolrse,our Moble Training
Teams would be honored in trach one at your location(discornfed pricing may
apply).
The coarse dates,times and curriculum can be nmstnmized to meet your
Curriculum= agency's(Deeds.Please see the`Subject h.3ttee sermon below for the standard
course currimiums.
SERIES 1—Pe scr►al Weapons(Conbafives),Sefi-Defense,Handgun
Disarms,Weapon Retenbcon{n the holster,omit OF the holster,standing and on
the g t-
SERIES 2—Personal Weapons,Sef Deveme,Long-Gun Darns,Long-Gum
Retention,Lang-Gtm Ccmrrrbatives.
SERIES 3—Personal Weapons,Seff-fie,Defenses Agit Edged
Weapon Threats and Attacks.
Subject Maher.
SERIES 4—Personal Weapons,Self-Defense,wrest&Control Tanks(arm
corrocis,escorts,takedoyans),Searching and Handcuffing,Defenses against
Impact Weapon Attacks
SERIES 5—Personal Weapons,Self Defense,Ground Tactics for Lau
Enncirce anent Application.
SERIES 6—Personal Weapons,Set Defense,De`enses Against Attacks(Dian
Weapons,and Third Party Protection(to include exeartiw protection).
instructors Our instructional staff consists of currently swum lair errhoramrient Officers.
For additional informatiorJcourse details,please contact Jon Pascal or Karen Tindass,
Krav Maga Worldwide Force Training I]Wmion at(310)477-9977,(316)80-4586 fax,or
jpascal±j-*ravmaga_com or harermf iD kravmaga.com
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CoFW and Krav Maga Page 16 of 27
XMV ORA"OWNAAWAK
FMCE TRA174ING bit-ISIO
TACTICAL TRAINING INFORMATION
INTRODUCTION
The Krav Maga Worldwide, Inc. Force Training Division is dedicated to the
advancement of defensive tactics for Law Enforcement,Military and Security Units_
Krav Maga,originally developed in Israel, is the official system of hard-to-hand combat
and weapons training employed by the Israeli Defense Forces,the Israeli National and
Military Folie, as well as Israeli Special Operations and Security Units. Krav Maga
offers the most aggressive system of fighting for military training_ However,because of
our experience in training law enforcement agencies,we have extensive knowledge of
tactics using less than lethal force.This type of training is critical with the current
deployment of military and security personnel on peacekeeping missions where deadly
force is not their first option. Keenly aware of use-of-force issues,the Force Training
Division has experience in training some of the top law enforcement,security and
military units in the United States_
Krav Maga emerged in an environment where extreme violence, mostly of a political
nature,was common_ It has had ample opportunity to be tested and improved under
real-life conditions,proving it to be an ideal means of defending one's self in the face of
life-threatening danger. No defensive tactics system in the world is more street
and battle-tested than Krav Maga.
WHAT MAKES KRAV MAGA DIFFERENT?
Krav Maga is not another defensive tactics system based on traditional martial arts
approaches. It is a modem,reality-based method of training characterized by coherent
and logical thinking that builds up easy,natural and practical techniques featuring
simple movements of the human body. Because the Krav Maga system is well
integrated,common defensive principles apply to a variety of attack scenarios_Thus,
the system can be learned in a relatively short period of instruction_Also,the techniques
are easy to retain and can be performed under stress.
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LAW ENFORCEMENT APPLICATIONS
The Krav Maga system has received intemabonat recognition as an innovative and
highly practical defensive tactics system ideally suited for Law Enforcement_ According
to personnel who have undergone Krav Maga training,the most important and striking
characteristics of the system are:
♦ EFFICIENT TRAINING PERIOD.Law enforcement personnel attain a high level of
proficiency it a relatively short period of instruction.
♦ RETENTION OF TRAINING. Because the system is based upon common principles
and naturalfinstiictive movements,law enforcement persorviel retain Krav Maga
techniques with minimal review and practice.
♦ PRACTICAL TECHNIQUES.The core emphasis of Krav Maga is on effectiveness
and simplicity_This comprehensive system provides realistic defenses against a
variety of aggressive attacks,whether the assailant is armed or unarmed_
♦ PERFORMANCE UNDER STRESS_ Training methods unique to the Krav Maga
system provide reality-based training designed to improve law enforcement
personnel's emotional and physical response to danger. These training meffxuds
develop the ability to recognize ize danger at the earliest stages,react without
hesitation,and escalate or de-escalate with the appropriate level(s)of force_
♦ USE OF FORCE.The trair>ing enables law enfacemeni personnel to deal with the
most violent offenders they encounter while remaining aa&gy aware of reasonable
use-of-fake and civil liability issues_
These are all crucial factors that must be considered in the development of any law
enforcement defensive tacfics program. Krav Maga is particularly relevant to modem-
day law aniforcenent because most agencies cannot afford the luxury of prolonged
training courses fear their personnel_Krav Maga is quack,effective and both easily
learned and retained.
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CoF W and Krav Maga Page 18 of 27
TRAINING MODULES
Law Enforcement personnel may be confronted by a life4hreatening situation where
he/she must act immediately before making a transition to higher force opUanis. This is
certainty the case where the individual's weapon has been taken or the attack is so
sudden and unexpected that the individual is caught off-guard and time constraints do
not peruWt them to tWize htis/her weapon(s). The modules listed below provide training
for taw enforcement afters that will enable them to execute proper force tactics and
defensive techniques in the proper time, with or m1hout the use of higher force options.
COMBATIVES(PERSONAL WEAPONS)
The Krav Maga system of combabves provides an effective approach to teach law
enforcement personnel how to safely and effectively deliver a variety of counterattacks,
such as punches, kicks and other strikes. Officers are taught how to defend against
strikes and to quickly neutralize a threat to their safety posed by one or more assailants.
Effectively, stopping the problem and taking safe control of the situation. They are
taught to perform and defend from various positions of disadvantage,in varying degrees
of readiness (e.g., instinctive training) and under high stress scenarios; all of which is
important to insure that the individual can respond mentally and physically in a time of
need so that the danger of"freezing"or"shutting down"is eliminated.
SELF DEFENSE(AS IT PERTAINS TO WEAPON RETENTION)
Self-defense is the foundation of the Krav Maga Defensive Tactics System_ The self-
defense module provides realistic hands-on training in defensive methods to enable law
enforcement personnel to defend against a variety of hostile attacks, e.g_, chokes,
headlocks, bear hugs, including ground fighting scenarios. They wiII learn to develop
and deliver various highly effective counterattacks in order to quickly stop the threat and
regain control over the subject. (All Krav Maga techniques take into account the
individual's need to secure histher weapons_)
AN IMPORTANT NOTE ON SELF DEFENSE AND WEAPON RETENTION
Unfortunatety, many handgunilong gun retention systems often ignore the fact that law
enforcement personnel most often lose their weapon DURING hand-to-hand
combat/extended struggles (e.g., headlocks, chokes, punches, etc_) with subjects_
Personnel rarely have their weapon simply snatched from their person without a
preceding struggle; therefore, a realistic weapon retention system must also address
the struggle sequence preceding the taking of the individual's weapon-
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CoFW and Krav Maga Page 19 of27
WEAPON RETENTION(HANDGUN 1 SHOTGUN 1 SMG 1 IMPACT WEAPON)
An effective and realistic weapon retention system must include training from two
possible standpoints.-
0
tandpoints:• Dealing with the preceding struggle,even before the sub)ect reaches for the
individual's weapon
Deafin g with a subject who has actually caught the indnriduars fireamks,whether it is
holstered/on a sling or withdrawn
Krav Maga provides a staled the-aK easy to learn weapon retention system that
addresses both scenarios-The system has received overwhelming recognition because
of its no4larrsense,effective approach.Law enforcement personnel learn how to defend
quictdy and neutralize a threat from every conceivable angle and whether they or the
subject is standing or on the ground-General principles are utilized so that the
individual's defenses are equally effective regardless of how the assailant catches the
weapon_
DEFENSIVE TACTICS AGAINST THREATS INVOLVING HANDGUNS
The Krav Maga gun-disarming system offers practical,empty-land methods of
defending against disarrning and dealing with an assailant who,armed with a handgun
poses an imminent threat to the life of an individual or the life of a third party.Threats
are dealt with from all possible angles;in high stress scenarios such as being pushed,
punched or moved from point A to point B;encountering a firearm being retrieved from
a concealed area;and third party hostage scenarios-
DEFENSIVE TACTICS AGAINST ATTACKS WITH AN IMPACT WEAPON
Law Enforcement personnel will learn to employ hand and body defenses to Mend
against a variety of impact weapons.club, iron bar,baseball bat, baton,chair,etc- In
this moWle,a variety of attacks will be addressed,such as thrusting or stabbing
attacks,overhead swings,horizontal or backhand attacks and swings at diagonal
angles-
DEFENSIVE TACTICS AGAINST ATTACKS WITH AN EDGED WEAPON
The Krav Maga defensive-tactics system has developed a practical and effective way to
deal with an assailant amid with an edged weapon(knife,machete,and improvised
edged weapons)-
Street experience shores two elements common to most knife attacks:(1)The defender
does not see the knife until the attack is concluded,and(2)most attacks involve
multiple stabs in rapid succession.Krav Maga defensive tactics against edged weapons
minimizes the danger present in these elements-The system initially deals with building
the individuars ability to recxog<nme and identify a specific threat Law enforcement
personnel are taught to respond irs#indively,without hesitation,to neutralize the
danger.Course participants learn to defend against muW stabs from all possible
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CoFW and Krav Maga Page 20 of 27
angles and from various distances and to finish with disarm and control techniques if
unarmed or when possible to do so.
SPECIAL OPERATIONS TRAINING
Krav Maga special operations training includes specific techniques and training
methods highly relevant for SWAT, HRT, PSD and other enforcement units involved in
high risk warrant service, undercover operations,narcotic enforcement,and dignitary
protection.
Israeli Defense Force's most elite ar&tesrorist units, internal security units,and counter-
assault teams use all such Krav Maga training methods_
Special Operations Training modules include,but are not limited to,the following:
• Selection and training of special unit members
• Entry and reser tactics
• Mental conditioning to build aggressiveness and determination
• Training scenarios designed to improve reaction time and individual effectiveness
• Psychological aspects of surviving a high risk, high stress violent incident
• Developing the ability to make a transition from firearms to combatives with or
without the use of weapons
Upon your review and approval,the finest and most experienced Krav Maga Instructors
will be rrnade available to you to conduct a customized training program_All of our
Instructors have law enforcement experience and are able to provide expert testimorry.
If you have arty questions or if we can be of any help,please feel free to contact us by
email at laascal@kravmacla.com.or by phone at 310-477-9977
Respectfully,
Jon Pascal
Krav Maga Worldwide
Force Training Division
310-477-9977
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EXHIBIT B
FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX
1.0 LOCATION
1.1 Location. City does hereby grant to Contractor the use of certain space within the
following location for the purpose of "Krav Maga Defense Tactics System" ("KMDTS") training
("Services")for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX
76115
The Bob Bolen Public Safety Training Complex shall be referred to as "Premises"throughout this
Exhibit.
1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Premises and hereby accepts the Premises,AS
IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS
OR IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY
LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
SUITABILITY,AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF
THE STATE OF TEXAS.
2.0 USE OF THE PREMISES
2.1 Contractor may use the Premises to conduct the Services in accordance with this
Agreement in support of its mission and for no other purpose.
2.2 Contractor shall only have use of the Premises beginning at 7:00 am on May 7,2018, and
ending on May 11, 2018 at 5:00 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.
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2.6 Contractor understands and agrees that the parking areas at the Premises are not for the
exclusive use of the Contractor and that the City and the Premises' patrons may use the parking spaces at
any time.
3.0 HOLDOVER TENANCY
3.1 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 within 24
hours prior to schedule 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.
4.1.6 Report any maintenance or repair needs to the City as soon as practicable.
4.1.7 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
contractors and subcontractors that contractors shall notify City as required by
Contractor in this subsection.
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4.1.12 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.
4.1.15 City will provide Contractor with necessary keys and security codes for
access to the Premises.
4.1.16 Contractor will notify City immediately if the security of the Premises is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at
the Premises for the ordinary and intended use of such, which includes lighting,
heat and air conditioning, and water. City shall not be liable or responsible for
accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for their intended purpose.
4.2.4 Ensure the Premises is ready for set up by Contractor in accordance with
any reasonable requests of the Contractor.
5.0 LIENS
5.1 Contractor shall do no act or make any contract that may create or be the foundation for
any lien upon or interest in any City property. Any such contract or lien attempted to be created or filed
shall be void. Should any purported lien on City property be created or filed, Contractor, at its sole
expense, shall liquidate and discharge the same within ten(10)calendar days after notice from the City to
do so. Should Contractor fail to discharge the same, such failure shall constitute a breach of this
Agreement, and the City shall have the right to terminate this Agreement immediately. However,
Contractor's financial obligation to City to liquidate and discharge such lien shall survive following
termination of this Agreement and until such a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, at Contractor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all
Services or scheduled time set forth in this Agreement. Contractor shall restore and yield said Premises,
equipment, and all other properties belonging to the City back to City at the expiration of the Services or
scheduled time set forth in this Agreement in good or better condition as it existed at the beginning of the
Services or schedule 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.
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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 and 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,
fixture or furniture by the Contractor. The costs of repairing any damage to the Premises shall be
immediately due and payable by the Contractor upon Contractor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City, Contractor may place any signs within the
Premises necessary to indicate Contractor's name and location. Any sign shall be prepared and installed
by the Contractor, at the sole cost of Contractor, in accordance with applicable rules and regulations of
the City and in keeping with the Premises' decor. Any special requirements of Contractor contrary to the
above must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
7.1 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 crisis; 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 Party's reasonable control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such 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
8.1 In providing use of the Premises by Contractor, City does not relinquish the right to
control the management of the Premises, or the right to enforce all necessary and proper rules for the
management and operation of the same. After receiving notice by City, Contractor must permit City or its
agents, representatives, or employees to enter the Premises for the purposes of inspection; determining
whether Contractor is complying with this Agreement; maintaining,repairing, or altering the Premises; or
any other reasonable purpose. During any inspection, City may perform any obligations that City is
authorized or required to perform under the terms of this Agreement or pursuant to its governmental
duties under federal state or local laws, rules or regulations. In the event of an emergency, no advance
notice from City is required.
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9.0 LICENSES AND PERMITS
9.1 Contractor shall, at its sole expense, obtain and keep in effect all licenses and
permits necessary for its operations.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the
following upon termination or expiration of the Agreement:
10.1 Prior to the effective date for expiration or termination of the Agreement,
Contractor shall promptly remove all of its personal property; provided, however, Contractor
shall not be obligated to remove any fixtures. Contractor shall also repair any damage to the
Premises that occurred during Contractor's use of the Premises, including, but not limited to, any
damage that Contractor causes during removal of Contractor's property, to the reasonable
satisfaction of the City.
10.2 If Contractor fails to comply with its obligations in this Section, City may, at its
sole discretion, (i) remove Contractor's personal property and otherwise repair the Premises and
invoice Contractor for City's costs and expenses incurred, such invoice to be due and payable to
City within thirty (30) calendar days of its delivery to Contractor; or (ii) following no less than
thirty (30) calendar days prior written notice to Contractor, take and hold any of Contractor's
personal property as City's sole property; or (iii) pursue any remedy at law or in equity available
to City. If Contractor fails to surrender the Premises to City following termination or expiration,
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
(10th) 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 arrangement.
11.3 Program Participants will not be allowed to congregate or loiter in front of the
main entrance of the Premises or in the parking lot prior to 8:00 am or after 5:00 pm.
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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 legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
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 Vendor.
Name:,0 0 P ,eAet..
Position:
Signal e m
Name:
Position:
Signature
Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
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