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HomeMy WebLinkAboutContract 51776 CITY SECRETARY CONTRACT NO._ Fj["]-ISO PROFESSIONAL SERVICES AGREEMENT 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 NORTHWESTERN UNIVERSITY("Contractor"),acting by and through Morton Shapiro, 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"The School of Police Staff and Command"("SPSC")training for law enforcement personnel beginning January 28, 2019 and ending April 12, 2019 ("Services"), being more particularly described in Exhibit A. Each day, Contractor shall provide training from 8:30 am to 4:30 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"). 2.0 TERM This Agreement shall become effective upon execution by both parties and shall expire on April 12, 2019 at 11:59pm,unless terminated earlier in accordance with the terms of this Agreement. 3.0 COMPENSATION 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 Four Thousand Two Hundred dollars($4,200.00)per student from Fort Worth Police Department. 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. Q�11 �fUs._ X4.0 TERMINATION ®t 5.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reaso by providing the other party with 30 days' written notice of termination. SFS Qk�i'ofessServices Agreement OFFICIAL RECORD cel SSS CoFViF t}Northwestem University CITY SECRETARY G Pa t of 17 �' FT.WORTH,TX 5.0 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,lvisual 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 20(twenty)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. Contractor must provide the following: Pre-Course: Instructor Biography(ies) Course/Schedule Post-Course: Provide all participants with a certificate of completion to include: • Participant name • Course name • Course date 6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 6.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")from this date forward, as confidential and shall not disclose any such information to a third party without the prior written approval of City. 6.3 Unauthorized Access.Contractor will not store any City information other than registration information provided by the City regarding its students. Such information shall be stored in a secure manner. Professional Services Agreement CoFW and Northwestern University Page 2 of 17 7.0 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. 8.0 RIGHT TO AUDIT Contractor agrees that City shall, until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at the city's expense.Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. 9.0 INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subContractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants,Contractors and subContractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents, servants,employees or 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. 10. LIABILITY AND INDEMNIFICATION 10.1 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 Professional Services Agreement CoFW and Northwestern University Page 3 of 17 ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 10.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor and City agree that there will be no software or documentation utilized under this agreement. 11.0 ASSIGNMENT AND SUBCONTRACTING 11.1 Assi ng meet. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 11.2 Subcontract. If City grants consent to a subcontract,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. 12.0 INSURANCE Contractor shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 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. Professional Services Agreement CoFW and Northwestern University Page 4 of 17 (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. 13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS Contractor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Contractor of any violation of such laws,ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation. 14.0 NON-DISCRIMINATION COVENANT Contractor, for itself, its personal representatives, assigns, subContractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY TO DEFEND SAID CLAIM AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 15.0 NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (I) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, (3) delivered by electronic mail with delivery receipt or(4)received by the other party by United States Mail,registered, return receipt requested, addressed as follows: Professional Services Agreement CoFW and Northwestern University Page 5 of 17 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: Northwestern Center for Public Safety Attn: Michelle Camden 1801 Maple Avenue Evanston, IL 60201 s-camden@northwestem.edu 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. Professional Services Agreement CoFW and Northwestern University Page 6 of 17 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. 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 contain 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. 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 Professional Services Agreement CoFW and Northwestern University Page 7 of 17 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 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 "C." 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. 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 CoFW and Northwestern University Page 8 of 17 EXECUTED on this,the Irday of�,201 CITY OF FORT WORTH: NORTHWESTERN UNIVERSITY CENTER FOR PUBLIC SAFETY cid � By: By: Jesus J. Chapa David Bradford Assistant City Manager Executive Director J Date: ` — / L/J Date: APXFild ECOMMENDED BY: B.y p ,Joe Chief of Police Date: APPROVED AS TO FORM AND LEGALITY: By: 1*4 ,, �S Matthew Murray Assistant City Attorney , ACTT T By: M J. ayseryq Ci Se retary a� I", ' 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 performance and reporting requirements. Ofrijer James Dunn Foh Worth Police Officer OMUAL RECORD Professional Services Agreement CI SECRETARY CoFW and Northwestern University Page 9 of 17 FT WORTH,TX EXHIBIT A—SCOPE OF SERVICES The School of Police Staff and Command(SPSC)is an intensive ten-week program that prepares law enforcement managers for senior positions by uniquely combining academic principles with practical applications. Since the program launched in 1983,the SPSC has received enthusiastic response from executives and participants throughout the country. In 2012,the program was redesigned and the course curriculum updated to better incorporate adult-and problem-based learning models. In order to provide flexibility for departments,the revised School of Police Staff and Command is offered on-ground at locations throughout the U.S. and around the world and is also available online. Areas of Focus • Budgeting • Leadership and Management • Contemporary Policing • Media Relations • Decision Making and Problem Solving • Organizational Behavior • Employee Relations • Planning and Policies • Evaluating Products and Services • Project Management • Executive Image • Resource Allocation • Grant Writing a Statistics • Human Resources • Traffic Program Outcomes Students who successfully complete SPSC are better prepared to: • Think globally rather than remain task-oriented • Deliver services effectively and efficiently • Get things done with people • Analyze the environment • Mitigate legal exposure • Develop systems of accountability Professional Services Agreement CoFW and Northwestern University Page 10 of 17 Course ID MT-SPSC Section ID 012819-FTW.TX Session Spring 2019 Category Management Training Days M Tu W Th F Dates 1/28/19-4/12/19 Times 8:30 AM-4:30 PM Format Classroom Alternate Schedule 5 weeks on,1 week off,5 weeks on Course Dates Week 1 - January 28 Week 2 - February 4 Week 3 - February 11 Week 4 - February 18 Week 5 - February 25 Week 6 - March 11 Week 7 - March 18 Week 8 - March 25 Week 9 - April 1 Week 10 - April 8 Professional Services Agreement CoFW and Northwestern University Page 11 of 17 EXHIBIT B FACILITIES USE REOUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX 1.0 LOCATION 1.1 Location. City does hereby grant to Contractor the use of certain space within the following location for the purpose of conducting"The School of Police Staff and Command"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 refen•ed to as"Premises"throughout this Exhibit. 1.2 Condition of the Premises. Contractor 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 13F 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 January 27,2019, and ending on April 12,2019 at 6:00 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. 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. Professional Services Agreement CoFW and Northwestern University Page 12 of 17 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 at the start of the course. 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 and that was a direct result of Contractor's actions. 4.1.15 City will provide Contractor with necessary keys and security codes for access to the Premises. Professional Services Agreement CoFW and Northwestern University Page 13 of 17 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, subject to ordinary wear and tear on the facilities.. 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 fury fishings 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 Professional Services Agreement CoFW and Northwestern University Page 14 of 17 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 CoFW and Northwestern University Page 15 of 17 10.0 ADDITIONAL DUTIES UPON TERMINATION In addition to the duties described in the Agreement, Contracror 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 6:00 pm. Professional Services Agreement CoFW and Northwestern University Page 16 of 17 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: Position: Signature Name: Position: Signature Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Professional Services Agreement CoFW and Northwestern University Page 17 of 17 DELEGATION OF SIGNATURE AUTHORITY In accordance with Article V(2)(b) of the University Bylaws, as amended, I, as Provost, hereby delegate to the Dean of the School of Professional Studies under my supervision, currently Tom Gibbons,who may further delegate to a member of his staff,the authority to sign Center for Public Safety contracts between the University and third parties for the provision of Center for Public Safety programs. Before signing any contract committing Northwestern University, the contract (or a reusable template thereof) must be submitted to the Northwestern University Office of General Counsel for review and approval. This delegation of signature authority to the above-designated position, which is under my supervision,shall remain in effect until revoked in writing by me or by my successor. Date: l �� 0;than Holloway, Provost APPROVED: Orto , P n 0.Schapirore ' and Professor