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PROFESSIONAL SERVICES AGREEMENT
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This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into
by and between the City of Fort Worth ("City"), a home rule municipal corporation, acting by and
through Jesus J. Chapa,its duly authorized Assistant City Manager,and The National Rifle Association
dba NRA, ("Contractor") acting by and through, Glen Hoyer its duly authorized Director of the NRA
Law Enforcement Division. 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—Facility 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 Handgun/Shotgun Instructor twining for law enforcement personnel
beginning on August 27, 2018, and ending on August 31, 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 511 W. Felix Street, Fort Worth, Texas 76115
("Premises').
Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on August
31,2018 at 11:59pm,unless terminated earlier in accordance with the terms of this Agreement.
3.0 COMPENSATION
Cost for Services shall be$13,500.00 for up to 20 officers enrolled in the training. The maximum
amount to be paid to the Contractor for all Services performed and expenses incurred hereunder shall not
exceed thirteen thousand five hundred and 00/100 dollars($13,500.00).Contractor shall not perform any
additional services or bill for expenses incurred for City not specified by this Agreement unless City requests
and approves in writing the additional costs for such services. City shall not be liable for any additional
expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 1 of 21
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Payment for Services shall be due within thirty (30) days of uncontested performance of the
particular services so ordered and receipt by the City of Contractor's invoice for payment.
4.0 TERMINATION
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 10 days'written notice of termination.
4.2 Non-appropriation of Funds.In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder,City will notify Contractor of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to
the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of
termination and Contractor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Contractor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Contractor has received access to City Information or data as a
requirement to perform services hereunder,Contractor shall return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
5.0 CANCELLATION/RESCHEDULING
The cancellation and/or rescheduling by the City can be accommodated, without penalty,
provided the NRA is given a minimum 30 days advance notice. The cancellation or rescheduling of
school(s)with fewer than 30 days' notice shall incur a 10%penalty to offset shipping and travel related
expenses that NRA will have incurred.
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 audiovisual 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)officers. If,the enrollment minimum is not met,
the parties agree to confer in good faith regarding whether to reschedule or cancel the Services.
City requires a two (2) week notification prior to the scheduled training if changes are made to
the Contractor's course schedule or materials.
City shall provide access to coffee in the morning for the duration of the course.
Contractor will provide at least two(2)qualified instructors("Instructor") for the training program
who will facilitate the Services.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 2 of 21
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
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 City the following information at least ten (10) days before the
beginning of Services:
o Digital copy of the full lesson plan(must meet TCOLE standards);and
o Hard copy of course manuals and instructional materials;and
o All targets to be used during the Services;and
o Twenty(20)copies of Contractor's Law Enforcement"Handgun/Shotgun Instructor
Manual"on separate CD-Roms;and
o Twenty(20)copies of Contractor's Law Enforcement"Handgun/Shotgun PowerPoint
Training Aids"on separate CD-Roms;and
o Digital copy of instructor Biography(ies);and
o Current attendance roster
Within thirty(30)days after Services have ended,Contractor must provide:
o Attendance roster signed by all participants for each day of Services;and
o Hard/Digital copy of the"No Test Waiver"letter;and
o Hard copy of course critique from each officer;and
o Three-year Certifications to each student who successfully completes the school.
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 3 of 21
8.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property
defined as Premises in Section I 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.
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 4 of 21
11.0 LIABILITY AND INDEMNIFICATION
11.1 LIABILITY-CONTRACTOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANYAND 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, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
11.3 INTELLECTUAL PROPERTY INDEMMFICATION—Contractor agrees to defend,
settle,or pay,at its own cost and expense,any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
against City pursuant to this section,Contractor shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,Contractor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Contractor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty
to indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect City's authorized
use of the software and/or documentation; or (c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non-infringing software and/or
Professional Services Agreement Between
The City of Foil Worth and the National Rifle Association Page 5 of 21
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
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 6 of 21
(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-DISCRIlVIINATION 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.
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
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 7 of 21
To CONTRACTOR:
Glen Hoyer
Director of NRA Law Enforcement Division
National Rifle Association
D.B.A.,NRA
11250 Waples Mill Rd,Fairfax,VA 22030
16.0 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.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
19.0 GOVERNING LAW/VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action,whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
20.0 SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
21.0 FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation,acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 8 of 21
22.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
23.0 REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal 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."
24.0 AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A,B and C,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.
26.0 COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27.0 WARRANTY OF SERVICES
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within 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.
28.0 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
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 9 of 21
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
29.0 OWNERSHIP OF WORK PRODUCT.
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.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Contractor whose name,title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"B." Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
31.0 CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name,ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association Page 10 of 21
32.0 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 Between
The City of Fort Worth and the National Rifle Association Page 11 of 21
EXECUTED on this,the e' day of 2018.
CITY OF FORT WORTH: NATIONAL RIFLE ASSOCIATION
By: �� By: dft�-�
Jesus J.Chapa Glen oyer
Assistant City Manager Director of NRA Law Enforcement
Division
Date: `� Date:
APP RECOMMENDED BY:
7
By:
i-Joel F.Fi zgerald
Chief of Police
Date:A -0
APPROVED AS TO
FORM AND LE i ALITY:
By.
Thomas Royce Hansen
Assistant City Attorney
C
oAT'TE
By:
Ma4 J.Ka se
City Secre
Form 1295 Certification No:NOT REOUIRED
This agreement does not require City Council approval.
OFFICIAL RECORD
Contract Compliance Manager: CITY SECRETARY
By signing 1 acknowledge That'am the person responsible
for the monitoring
and= tion of this contract,including FT.WORTH,TX
ensuring all rformapce d reporting requirements.
1� i222
Matthew Weber �
Fort Worth Police Officer PEC.E_NED
w
JUN 12 2018
CITY 0''FORT WORTH
Professional Services Agreement Between CITY SECRETARY
The City of Fort Worth and the National Rifle Association �y Page 12 of 21
�''i'dd
EXHIBIT A
SCOPE OF SERVICES
r^ rte=
NRA LAW ENFORCE':14ENT TRAINING SCOPE OF WORK
CLOSED SCIIOOL
v
-SCHOOL DETAILS
School Date(s): 27-31 August,2018
Location of School:Fort Worth.TX
School Discipline: Handgun/Shotgun Instructor
Cost for School: $13,500 #of Personnel to be Trained: Up to 20
- AGENCY INFORAfATION
Agency Name: City of Fort Worth
Name of Agency Contact: Officer Jaine Malone
Agency Street Addresi: 511 W.Felix St
City: Fort Worth State: TX Zip: 76115
Agency Phone: 817-392-3740 Agency Fax:
Agency Email: Jaiuc.malone,a;fortworthlexas.gov
- NON-RENEWAL
The School shall be conducted in full only on the date(s)listed above. This Agreement is not an
addendum to any prior Agreement(s)nor can this Agreement be modified or extended to include
services beyond the provisions set forth above.
1
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association–Exhibit A Page 13 of 21
The NRA agrees to provide the follownmg for the School:
• Two NRA I aw Enforcement stall'firearm instructor to conduct the School;
• All travel-related expenses for the instructor,including airfare,lodging,and rental vehicle
expenses;
• All Manuals and other instructional materials for 20 students to be used for the School,
including all shipping-related expenses for the materials;
• All targets to be used during the School;
• 20 copies each of the NRA's Law Enforcement "Ilandgun.•Shorgun Instructor•Alanual"
on CD-Rom;
• 20 copies each of the MRA's Law Enforcement"Handgun:Shotgun PowerPoint Training
Aids"on CD-Rom:
• A•three-year Certification to each student successfully completing the school.
"NRA-Law Enforcement Division"
Federal Tax I.D.#53-0116130
Eli bilfty: Individuals attending any "Closed" NIRA Law Enforcement Firearm
Instructor Development School are required to meet all eligibility requirements of
attendance. Student applications are required of all prospective students and MUST BE
RECEIVED at NRA IIeadquarters for review and approval no less than 10 days prior to the
beginning of the school(s). For a 'Tactical Shotgun Instructor School, 'Tactical Shooting
Instructor School or Precision Rifle Instructor School,eligibility includes having previously
completed a law enforcement firearms instructor school that included general Methods of
Instruction.
2
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit A Page 14 of 21
NATIONAL RIFLE ASSOCIATION �
LAW ENFORCEMENT DIVISION
HANDGUN/SHOTGUN INSTRUCTOR DAIL Y SCHEDULE
MONDAY
0730-08.30 Orientation
0830-1000 Fundamentals of llandgun Marksmanship
1000-1130 Handgun Handling Techniques
1130-1230 Coaching Techniques
1230-1330 Lunch
1330-1400 Firearm Safety and Range Organisation
1400-1800 Range Work:Safety/Orientation:Coach'Shooter Team Building;Loading and
Unloading,Stances:Lrawmg;Ready Position,Down&*Scam Holstering;Tactical&Speed Reloading:
Truer Control&Reset.Zero Check;Immediate Action.Feedway Clearance
Tuesday
0800.0830 Review ofDRy ITraining
0830-I(W Legal Outline
1000-1100 NRA Programs
11 W-12W 'Tactical Use of Cover&Concealment
1200-1300 Lunch
1300-1800 Range Work Challenge Command(to be used all week);Fundamentals&Distance,Shoot&Move,O ne-
I landed Shooting Kneeling Positions;Ilse of Cover
Wednesday
08W-0830 Review of Day 2'Training
0830-1000 Methods of Instruction,Communication,and Training Aids
1000-1 100 Reduced Light Training
1100-1200 Lunch
120)-1700 Range Work: Target Transitions;Multiple Threats;Close Quarter Shooting;Flash-Sight Fire;Handgun
Skills Assessment
1700-1830 Dinner
1830- ???? Range Work: Decision Making Power Point Show;Reduced Light Range Exercises
Thursday
0800-0830 Review of nay 3 Training
0830-0930 Preparation and Construction of Lesson PFans
0930-10-30 Fundamentals of Shotgun Marksmanship
1030-1130 Shotgun Ilandling'fechniques
1130-12-30 i unch
1330-17W Rage Werk: Nomenclature and Positions;Cruiser Safe and Ready Conditions:Loading and Unloading,
Reloading;Kneeling Positions;Zeroing&Patterning Buckshot,Prone Fire;Shooting on the Move;
Shotgun Skdls Assessment
Friday
O00-0830 Review ofDay 4 Training
0830-1130 Range Work:Handgun Transition,Select Loading;Moving Targets;Handgun incapacitation Trills
1130-12-30 i.unch
1230-1320 Off-Duty Firearm Safety
1330-1430 Developing,&Conducting Practical Range Training
1440-1530 Written Fxaminat10n1Review
1530-10x0 Graduution
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit A Page 15 of 21
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 "Handgun/Shotgun Instructor" 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 LINIITATION, 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 8:00 am on August 27,2018,
and ending on August 31,2018 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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit B Page 16 of 21
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.
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit B Page 17 of 21
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.
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
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit B Page 18 of 21
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.
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.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit B Page 19 of 21
10.0 ADDITIONAL DUTIES UPON TERNUNATION
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 Prenuses or in the parking lot prior to 8:00 am or after 5:00 pm.
Professional Services Agreement Between
The City of Fort Worth and the National Rifle Association—Exhibit B Page 20 of 21
E IMIT C
VERIICICATIOM OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form("Form'I hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to w=u to any agreement, amendment or
change order on behalf of Vendor:Such binding authority has been granted by proper order,remiudon,
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 chariges to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has
been property executed by Vendor.
Name: G'61%�j 140%P4
Posit=
Name:
Position:
Signature _ --
Name:
Position:
Signature
Name;
Signature of Presidemd/CEO
Other Tide:
Date:
Professional Services Agreement$etw=
The City ofFort Worth and the National Rifle Association—Bkbibit C Pop 21 of21