HomeMy WebLinkAboutContract 53253 CITY S cRUARY
� C CONTRACT NO. �3
o� Q19 PROFESSIONAL SERVICES AND FACILITIES USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITIES USE AGREEMENT("Agreement")
is made and entered into by and between the CITY OF FORT WORTH("City"),a home-rule municipal
corporation of the State of Texas, and TARRANT COUNTY COLLEGE DISTRICT("Contractor").
For purposes of this Agreement, the term Contractor shall include Contractor, its authorized
representatives, officers, agents, servants, employees, instructors, consultants, contractors,
subcontractors, licensees, or invitees who provide services on Contractor's behalf. The term City shall
include its authorized representatives, officers,employees, and directors. City and Contractor are referred
to herein individually as a"party" and collectively as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following.
1. This Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B Facilities Use Requirements;
Exhibits"A"and"B,"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"and"B,"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
City and Contractor desire to allow Contractor to train students and City staff, when appropriate,
through Contractor's diesel mechanic program. City desires to allow Contractor to train students and
appropriate City staff due to a shortage of trained diesel mechanic professionals with the goal being to provide
City a better applicant pool for vacancies and to train internal City staff for these type of positions. Contractor
will conduct training for Contractor's students as well as City personnel in accordance with the terms and
conditions of this Agreement ("Services'). A more detailed explanation of the Services is attached to this
Agreement as Exhibit"A." The specific schedule for the Services shall be coordinated between City staff and
Contractor staff so that the Services do not interfere with City operations. Contractor shall, in accordance with
the terms of this Agreement,be allowed to use classrooms and bay spaces at the James Avenue Service Center
Iocated at 5021 James Ave Fort Worth, Texas 76115 ("Premises") in accordance with the Facility Use
Requirments outlined in Exhibit"B."
2.0 TERM
This Agreement shall be effective on December 31, 2019 and shall expire on December 30, 2020,
unless terminated earlier in accordance with the terms of this Agreement. The Agreement will automatically
renew on an annual basis for five(5)additional one year periods,unless written notice is provided to the other
party of its intent not to renew the Agreement at least thirty(30)days prior to the expiration of the Term.
3.0 COMPENSATION
Nothing herein shall constitute an obligation of City funds. Neither Party shall owe any amount of
money for any reason whatsoever to the other Party for services rendered in connection ith this Agreement.
oFnUAL RECORD
Professional Services Agreement an 1`0 i t*R
City of Fort Worth andTarr nt A i�ri
41
City shall not be liable nor owe any payment,fee, cost,penalty, or money for any other reason whatsoever to
Contractor.
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 the use of City facilities at no
charge to Contractor for the Services and by furthering Contractor's mission by educating students in the diesel
mechanic program and City personnel when appropriate.Contractor has accepted this as valuable consideration
for its performance of the Services of this Agreement. Additionally,City agrees that the Contractor's Services
will provide a benefit to City by providing its staff training and more qualified applicants for the diesel
mechanic positions at the City. The City has accepted the Services as valuable consideration. Both parties
agree as a condition precedent to executing this Agreement that the consideration is valuable and sufficient and
that neither parry shall be able to assert otherwise in the event of litigation.
5.0 TERMINATION
5.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 90 days' written notice of termination.
5.2 Non-appropriation of Funds_In the event no funds or insufficient funds are appropriated by
City or Contractor in any fiscal period for any payments due hereunder,the affected party will notify the other
parry 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 either party of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have been appropriated.
5.3 Duties and Oblations of the Parties. In the event that this Agreement is terminated prior to
the expiration date, neither party shall owe the other party anything except for any amounts due for Services
under this Agreement.
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,to include projector,screen,computer and speakers,and Internet.The City shall not be required
to purchase any new audio/visual equipment. Contractor agrees to provide the City a list of necessary
audio/visual equipment needed at least two (2)weeks prior to the start of Services. The City agrees to notify
Contractor of any equipment that is not available within two (2) days of receiving the Contractor's list of
necessary equipment. Contractor also agrees to provide the City with information regarding the classroom size
necessary to conduct Services at least two(2)weeks prior to the start of Services.
The minimum enrollment for Services is seven(7) students. If the enrollment minimum is not met,
the parties agree to confer in good faith regarding whether to reschedule or cancel the Services.
The City requires a one(1)week notification prior to the scheduled training if changes are made to
the contractor's course schedule or materials.
Contractor will provide at least one(1)qualified instructor for the training program who will facilitate
the Services.
Contractor agrees to provide(or cause the students to provide)each registered course participant with
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 2 of 17
course materials and supplies pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
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, servants,
employees, instructors,consultants,contractors,subcontractors,licensees,or invitees,to the extent allowed
under the Texas Public Information Act, 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/student should have City badge worn at all times.
Contractor and its students shall abide by all safety standards and guidelines as may be applicable to the
Premises. 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.
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
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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, instructors, consultants,
contractors,subcontractors,licensees,or invitees. 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, servants, employees, instructors, consultants, contractors, subcontractors, licensees, or
invitees. 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 its officers,agents,servants,employees,instructors,
consultants, contractors, subcontractors, licensees, or invitees. Neither Contractor, nor any its officers,
agents, servants, employees, instructors, consultants, contractors, subcontractors, licensees, or invitees 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 its officers, agents,
servants, employees, instructors, consultants, contractors, subcontractors, licensees, and invitees.
11. LIABILITY AND INDEMNIFICATION
11.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTYDAMAGEAND/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 OMISSIONS),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, INSTRUCTORS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS,LICENSEES, OR INVITEES,
11.2 GENERAL INDEMNIFICATION — TO THE EXTENT ALLOWED BY LAW,
CONTRACTOR HEREBY COVENANTSAND AGREES TO INDEMNIFY,HOLD HARMLESSAND
DEFEND CITY,ITS OFFICERS,AGENTS,SEA VANTSAND EMPLOYEES,FROMAND AGAINST
ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND 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, TOANYAND 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, EMPLOYEES, INSTRUCTORS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, OR INVITEES,
11.3 INTELLECTUAL PROPERTY INDEMNIFICATION—To the extent allowed by law,
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 the use of training materials for providing Services under this Agreemen. So long as
Contractor bears the cost and expense of payment for claims or actions against City pursuant to this
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 4 of 17
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 training materials 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 training
materials; or (b) modify the training materials to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the training materials; or
(c) replace the training materials with equally suitable,compatible,and functionally equivalent non-
infringing training materials at no cost 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, subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
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 Services pursuant
to this Agreement:
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 5 of 17
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 a certificate
holderthereon, 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,regulations,and contractual obligations and that
any work it produces in connection with this Agreement will also comply with all applicable federal, state
and local laws,ordinances,rules,regulations,and contractual obligations.If City notifies Contractor of any
violation of such laws, ordinances, rules, regulations, or contractual obligations, Contractor shall
immediately desist from and correct the violation.
15.0 NON-DISCRIMINATION COVENANT
Contractor,for itself, its personal representatives,officers,agents,servants,employees,instructors,
consultants,contractors,and subcontractors, assigns, 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-
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
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DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES
TO ASSUME SUCH LIABILITY AND,TO THE EXTENT PERMITTED BY APPLICABLE LAW,
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 received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To The CITY:
City of Fort Worth
Attn. Kevin Gunn
Interim Assistant City Manager
200 Texas Street
Fort Worth Texas 76102-6311
Facsimile: (817)392-8502
With copies to:
City of Fort Worth City Attorney's Office
200 Texas Street
Fort Worth Texas 76102-6311
Facsimile: (817) 392-8359
And
James Avenue Service Center
Attn:Jo Ann Brown
5021 James Ave.
Fort Worth,Texas 76115
To CONTRACTOR:
Tarrant County College District
Attn: Eugene V. Giovannini
1500 Houston Street
Fort Worth,Texas 76102
Facsimile: (817) 515-0 35
With copies to:
Office of Associate General Counsel
Attn: Carol Ware Bracken
1500 Houston Street
Fort Worth,Texas 76102
Facsimile: (817) 515-5150
17.0 GOVERNMENTAL POWERS
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 7 of 17
It is understood and agreed that by execution of this Agreement,neither party waives or surrenders
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.
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"and "B "
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 parry.
25.0 ENTIRETY OF AGREEMENT
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 8 of 17
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.
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 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. TO THE
EXTENT ALLOWED BY LAW, CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, INSTRUCTORS, CONSULTANTS, CONTRACTORS, SUBCONTRACTORS,
LICENSEES,OR INVITEES.City,upon written notice to Contractor,shall have the right to immediately
terminate this Agreement for violations of this provision by Contractor.
29.0 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. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
(signature page follows)
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
Page 9 of 17
EXECUTED by:
CITY OF FORT WORTH: TARRANT COUNTY COLLEGE DISTRICT
C
By: By:
Name: Kevin dunn Name;- ugy�' e V. ovannini
Interim Assistant City Manager Tit C,*cellor
Date: IZ I3 ?4/ Date:
Recommended:
1
By:
Steve Coo e
Director,Property Management Dept.
APPROVED AS TO
FORM AND LEGALITY:
By:
Richard A.McCracken
Senior Assistant City Attorney
ATTES a l
E 'A
By: �n
Mary J. ay
se
City Secretary
r'
Form 1295 Certification No: NOT REQUIRED
This agreement does not require City Council approval.
Contract Compliance Manager:
By nin I acknowledge that I am the person responsi e
f the monitoring and administration of this contract, ' cluding
Lam
all performance and reporting requirements.
is Means OFFICIAL NECORD
Title: Assistant Director
CITY SECRETARY
IFT WORTH TX
Professional Services Agreement and F cilities Use Agreemen{
City of Fort Worth andTarrant oun y o e zr,
Page 10 of 17
EXHIBIT A
SCOPE OF SERVICES
The mission of Tarrant County College District("TCCD") is to provide affordable and open access to
quality teaching and learning. TCCD functions as one College that is student ready and serves the
community. To address the growing demand for diesel technicians in the local area, Tarrant County
College, the City of Fort Worth James Avenue Fleet Services Division(CFW) and others created a diesel
technician program. The TCCD Diesel Technician program will be housed at the City of Fort Worth
("CFW"), James Avenue Fleet Service Center 5021 James Avenue, Fort Worth, Texas 76115 and
managed by Tarrant County College District South Campus Automotive Department.TCCD will offer
the following courses Monday through Thursday,from 6-10:30 pm:
1. Shop Safety and Procedures
2. Preventive Maintenance
3. Basic Diesel Electrical Systems
4. Basic Hydraulics
5. Basic Brake Systems
6. Steering and Suspension 1
7. Diesel Engine I
8. Power Train 1
9. Cooperative Education - Diesel Mechanic
10. (Elective)Tractor Trailer Service and Repair
11. (Elective) HVAC Troubleshoot and Repair
TCCD may offer other special topic courses as determined by the instructor and Fleet manager.
This collaborative agreement supports the CFW's mission of building a strong community that fosters a
safe,healthy environment,while contributing to a sound economy and it expands TCCD's ability to better
serve, educate,and train students in the community. The common purpose of service to the community
emulates the commitment of the two organizations. As such,TCCD will provide and/or facilitate the
following services/processes:
1. Program marketing and.recruiting;
2. Enrollment management, i.e.,TCCD admissions, registration, counseling,advising;
3. Financial aid and scholarship information;
4. Library and career services;
5. Curriculum, classroom materials and supplies;
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth a ndTarrantCountyCollege District
Page 11 of 17
6. Student Success Coach/Specialist; and
7. Instructor.
The CFW Service Center will provide:
1. Training classroom that includes audio/visual equipment(projector, computer, speakers and
screen, and Internet);
2. Access to heavy and light vehicles for repairs,and consumables(engine oil, lubricants fluids,
liquid coolant,purifiers,cleaning and conditioning fluid, filters,valves,tune-up and ignition
parts, batteries and accessories, sealants, shop towels);
3. Facility contact(s);
4. Use of a storage closet;
5. Instructor orientation, i.e.,facility tour, introductions to supervisors, CFW rules, etc.
The primary duties of the instructor includes, but is not limited to,the following:
1. Serve as the liaison and ensure credible information is disseminated among TCCD and CFW staff
and students;
2. Enforce TCCD Shop Rules,to include cleaning shop area before leaving,no pictures, no vaping
and smoking only in areas designated by the CFW(if any),workplace etiquette and attire;
3. Ensure proper utilization of applicable consumables(including but not limited to, oil,brake fluid,
batteries, coolant, filters, bulbs and hydraulic fluids),tools, and equipment;
4. Alert TCCD Department Chair and CFW AD of Fleet or the assigned supervisor of any concerns,
e.g. scheduling, accidents; and
5. Adhere to all TCCD policies and rules.
Professional Services Agreement and Facilities Use Agreement
City of Fort Worth andTarrant County College District
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EXHIBIT B
FACILITIES USE REQUIREMENTS
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 diesel techniciantraining("Services")for community college students
("Program Participants"):
1.1.1 James Avenue Service Center, 5021 James Ave., Fort Worth,TX 76115
James Avenue Fleet Service Center 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 on March 1, 2020 at 8:00 a.m.,
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 and Facilities Use Agreement
City of Fort Worth andTarrant county College District
Page 13 of 17
3.0 INTENTIONALLY OMITTED
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement, Contractor
shall:
4.1.1 Ensure that all Program Participants and any other individual using the Premises
comply with any and all policies,rules, and regulations governing the use of the Premises.
The City will provide a copy of any such policies,rules,and regulations within a reasonable
time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond the
Contractor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City, and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City at least
twenty-four (24) hours prior to the scheduled start time. In case of emergency or Force
Majeure Events, the Contractor must notify the City promptly upon learning of such
emergency or Force Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.5 Report any maintenance or repair needs to the City as soon as practicable.
4.1.6 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit
brought in connection with any injury, death, or damages at the Premises. Contractor
agrees to make its officers,representatives, agents, and employees available to City, at all
reasonable times,for any statements and case preparation necessary for the defense of any
claims or litigation for which City may be responsible hereunder. Contractor shall place
language in its contracts with subcontractors that subcontractors shall notify City as
required by Contractor in this subsection.
4.1.7 City will commission and oversee all repairs required by Section 6.3 hereof.
4.1.$ City badge to be worn and used for access through facility gate.
4.1.9 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,
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heat and air conditioning, and water. City shall not be liable or responsible for
accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for its intended purpose.
4.2.3 Ensure the Premises is ready for set up by Contractor in accordance with
any reasonable requests of the Contractor.
5.0 LIENS
Contractor shall do no act or make any contract that may create or be the foundation for any lien
upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be
void. Should any purported lien on City property be created or filed, Contractor, at its sole expense, shall
liquidate and discharge the same within ten (10)calendar days after notice 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 as good or better condition as it existed at the beginning of
the Services or scheduled time set forth in this Agreement and in which Contractor found them.
6.2 Contractor will not do or permit to be done any injury or damage to the Premises, or any
part thereof, or permit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other property belonging to the City by the erection or removal
of equipment or any other improvements, alterations, or additions. No decorative or other materials shall
be nailed, tacked, screwed, or otherwise physically attached to any part of the Premises, or to any of the
furnishings or fixtures of the City, without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Contractor will pay the costs of repairing any damage
that may be done to the Premises or any of the fixtures, furniture, or furnishings by any act of Contractor
or any of Contractor's officers, representatives, servants, employees, agents, Program Participants, or
anyone visiting the Premises upon the invitation of the Contractor. The City shall determine, in its sole
discretion,whether any damage has occurred,the amount of the damage,the reasonable costs of repairing
the damage, and whether, under the terms of this Agreement, the Contractor is responsible. City shall be
the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixtures, or
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
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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 MA.IEURE
If either party is unable, either in whole or part, to fulfill its obligations under this License due to
acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections;riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by
any court, board, department, commission, or agency of the United States or of any state; declaration of a
state of disaster or of emergency by the federal, state, county, or City government in accordance with
applicable law; issuance of an Imminent Threat AIert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of
the United States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond
the parties' reasonable control (collectively "force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure
Event occurs, the City may, in its sole discretion, close or postpone the opening of its Premises, parks, or
other City-owned and operated properties and facilities in the interest of public safety and operate them as
the City sees fit. Contractor hereby waives any claims it may have against the City for damages resulting
from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
In providing use of the Premises by Contractor, City does not relinquish the right to control the
management of the Premises, or the right to enforce all necessary and proper rules for the management and
operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement; maintaining,repairing,or altering the Premises;or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal,
state, or local laws, rules, or regulations. In the event of an emergency, no advance notice from City is
required.
9.0 LICENSES AND PERMITS
Contractor shall,at its sole expense,obtain and keep in effect all licenses and permits necessary for
its operation.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the following
upon termination or expiration of the Agreement:
1 Q.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.
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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
(3 0)calendar days of its delivery to Contractor; or(ii)following no less than thirty(30)calendar days prior
written notice to Contractor,take and hold any of Contractor's personal property as City's sole property; or
(iii)pursue any remedy at law or in equity available to City.If Contractor fails to surrender the Premises to
City following termination or expiration of the Agreement, all liabilities and obligations of Contractor
hereunder shall continue in effect until such is surrendered.
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth(IOth)
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 established
in accordance with the Agreement. Earlier access may only be granted by prior written 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 or after the agreed hours.
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