HomeMy WebLinkAboutContract 53857 4 CSC No.53857
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APR 30 2020
C OS� PROFESSIONAL SERVICES AGREEMENT� tRA� Y
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Jesus J. Chapa, its duly authorized Assistant City Manager, and DAIGLE LAW GROUP,
LLC,a foreign limited liability company("Vendor")acting by and through Eric Daigle,its duly authorized
Principal,each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;and
2. Exhibit A—Scope of Services; and
3. Exhibit B—Price Schedule;and
4. Exhibit C—Facility Use Requirements for Bob Bolen Safety Complex;and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A,B,C and D 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, C and D
and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. SCOPE OF SERVICES.
Vendor agrees to conduct "Use of Force and Use of Force; First Amendment; and Search and
Seizure"training for law enforcement personnel beginning on June 23,2020,and ending on June 25,2020,
("Services"), unless otherwise re-scheduled by the written, mutual, agreement of the Parties. Each day,
Vendor shall provide training from 8:00 am to 5:00 pm,Central Standard Time.Services shall be performed
at the Bob Bolen Public Safety Training Complex located at 505 W.Felix Street,Fort Worth,Texas 76115
("Premises").
Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall become effective upon the execution by both City and Vendor and shall
expire upon the completion of the services to be provided by Vendor pursuant to subsection 1.0 and Exhibit
A of this Agreement,unless otherwise terminated earlier in accordance with the terms of this Agreement.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule. Total payment made under this Agreement by City shall not exceed ten thousand and 00/100
dollars($10,000). Vendor 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 Vendor not specified by this Agreement
unless City first approves such expenses in writing.
OFFICIAL RECORD
riTX SECRETARY
Professional Services Agreement WORTH.TX
Between the City of Fort Worth and i
Daigle Law Group,LLC Page 1 of 20
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other parry 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 Vendor 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 Vendor for services actually rendered up to the effective date of
termination and Vendor 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,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment
needed by Vendor. The City shall not be required to purchase any new audio/visual equipment. Vendor
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 Vendor of any equipment that is not available within two
days of receiving the Vendor's list of necessary equipment. Vendor 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 15 (fifteen) participants per training course. If, the
enrollment minimum is not met, the parties agree to confer in good faith regarding whether to reschedule
or cancel the Services.
Vendor will provide at least one(1)qualified instructor("Instructor")for the training program who
will facilitate the Services.
Vendor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Vendor shall provide to City,at least two (2)days before the beginning of Services:
Digital copy of any/all handouts/supporting materials
Digital copy of all power point slides that will be presented
Digital copy of any/all written examinations/practical examinations
Instructor Biography
Vendor will provide course registration, administration, and certificates of completion, if
appropriate.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 2 of 20
Vendor shall provide Texas Commission of Law Enforcement (TCOLE) reporting for each
participant in the course.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
6.2 Confidential Information. Vendor,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.
6.3 Unauthorized Access.Vendor 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.Vendor 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,Vendor 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.
7. ACCESS
The access granted to Vendor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1 of this Agreement.Vendor shall be escorted by a City employee at all times while
on Premises. The City employee escorting Vendor 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.
Vendor shall sign in and out at the front desk of Premises upon entry. Vendor shall carry a valid
photo ID while on Premises.
8.0 RIGHT TO AUDIT.
Vendor 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 Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor 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 Vendor reasonable advance notice
of intended audits.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 3 of 20
9.0 INDEPENDENT VENDOR,
It is expressly understood and agreed that Vendor shall operate as an independent Vendor 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,
Vendor 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
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor.
10. LIABILITY AND INDEMNIFICATION.
10.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
10.2 GENERAL INDEMNIFICATION- VENDOR 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 VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor 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
Vendor 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
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 4 of 20
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor 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 Vendor'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,
Vendor shall, at its own expense and as City's sole remedy,either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
11.0 ASSIGNMENT AND SUBCONTRACTING.
11.1 Assi ng ment. Vendor 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 Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
12.0 INSURANCE.
Vendor 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:
12.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$1,000,000- Aggregate
12.2 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
Between the City of Fort Worth and
Daigle Law Group,LLC Page 5 of 20
(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 Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor 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 Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
14.0 NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor'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-DISCRIMNATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY 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 (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 CITY: To VENDOR:
Fort Worth Police Department Daigle Law Group,LLC
Attn:Jesus J.Chapa Attn:Eric Daigle
Assistant City Manager P.O.Box 123
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 6 of 20
200 Texas Street Southington,CT 06489-0123
Fort Worth TX 76102-6311 Office: (860)270-0060
Facsimile: (817)392-8502
With copy to Fort Worth City Attorney's Office at
same address and to:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth, TX 76115
16.0 SOLICITATION OF EMPLOYEES.
Neither City nor Vendor 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
Vendor,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 Vendor 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 Vendor'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 Vendor 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,
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 7 of 20
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,C and D contains the entire understanding and agreement
between City and Vendor, 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.
Vendor 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 Vendor's option, Vendor 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 Vendor for the nonconforming services.
28.0 IMMIGRATION NATIONALITY ACT.
Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 8 of 20
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
29.0 OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation created, published, displayed, and/or produced in conjunction with 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,
Vendor 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 Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"D". 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
Vendor 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 Vendor 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
Daigle Law Group,LLC Page 9 of 20
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Jesus chapA responsible for the monitoring and administration of
By: Jesus Chapa(Apr JO,2020) this contract,including ensuring all performance and
Name: Jesus J.Chapa reporting requirements.
Title: Assistant City Manager
Old
Date: By: J.E.Chalifoux(Apr 30,2020)
Name: James Dunn
APPROVAL RECOMMENDED: Title: Fort Worth Police Officer
APPROVED AS TO FORM AND LEGALITY:
By: sAn Kraus(Apr30,tom)
Name: Edwin Kraus � w 7o�xa�R fla�setz
Title: Chief of Police ' T By: Thomas R.Hansen(Apr 30,2ozo)
Name: Thomas R.Hansen
ATTEST: .: I Title: Assistant City Attorney
F U ONTRACT AUTHORIZATION:
B �9�`',_ &C: Not required
Y Name: Mary J.Kayser,h:�
Title: City Secretary W
VENDOR:
DAIG LAW GR LLC ATTEST:
By:
Name: Eric Daigle
Title: Principal By:
Name: _ .:Q J e-
__
Date: � Title: C=
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 10 of 20
EXHIBIT A
SCOPE OF SERVICES
A. DLG Training;Services
Daigle Law Group,LLC and Attorney Eric P. Daigle respectfully submit a proposal for
Police Training for the Fort Worth Police Department. The Daigle Law Group, LLC (hereinafter
"DLG").incorporated in the State of Connecticut, is a law firm that takes great pride in
providing our clients with specialized,focused representation. We provide police practices
consultation to law enforcement agencies across the country in the area of operational liability,
with an emphasis on policies, operations,and investigations. DLG focuses on police best
practices,specifically in the areas of policy development, training,investigation, and operations.
B. Scope of Training;Consultant
Attorney Daigle has devoted his career to representing,counseling, and advising law
enforcement personnel. As a litigator,trainer, and consultant, he utilizes his knowledge and
experience to provide entertaining and informative "real-life"training. The purpose of such
training is to provide the students with the tools necessary to operate under current police
practices and provides resources to assist the students to make better decisions and document
their actions.
C. Proposed Training
Class#1 - Ilse of Force, What Every Officer Needs to Know...
Training Goal..s and Objectives
This seminar is designed for all levels of law enforcement from Officer to Chief. The seminar
focuses on legal analysis,guidance and interpretation of Use of Force law and its application
across the country, with a specific analysis of current issues affecting Use of Force.
Areas to be covered in Use of Force Civil Liability are:
• Legal standards applicable to Section 1983 actions to include Fourth Amendment
violations
• Legal Use of Force standards across the United States
Areas to be covered in Non-Deadly and Deadly force liability are:
• Electronic Control Weapon, Chemical Agent, Impact Weapon
• Mental Health Response
• De-Escalation
Areas to be covered in Reporting Use of Force are:
• Drafting effective use of force reports
• Managing confrontations,various interpretations of video-recorded incidents.
The program is a lecture utilizing audio visual resources to support the power point presentation
and videos used. The program is a one-day program with seven(7)hours of instruction
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group. LLC-Exhibit A Page 11 of 20
Course Agenda:
8:30— 10:.15 introduction and review of Use of Force Civil legal standards
10:15— 10-30 Break
10:30— 12:00 Review of Standards Applicable to Levels of Force including the De-Escalation.
12:00— 1:00 Lunch
1:00—2:30 Current issues addressing use of Chemical Agent and Impact Weapons
2:30—2 45 Break
2:45—4:30 Drafting effective use of force reports
Class#2—First Amendment—What Every Officer deeds to Know...
This one day seminar is designed for all levels of law enforcement supervisors and investigators
from Sergeant to Chief.
It is not sufficient for law enforcement personnel to confine their constitutional comfort levels
and knowledge base to the Fourth and Fifth Amendments. Rather,in a time when citizens and
employees alike,are testing the waters of the First Amendment, law enforcement agencies
must be prepared to respond to such challenges in a constitutionally-effective manner.
This training will review legal standards for crowd control techniques,social media,and
recording police.The First Amendment seminar will focus on these areas and help provide
your agency with the confidence to respond in a constitutionally-minded manner.
TOPICS INCLUDE:
• First Amendment Basics
• The Role of Law Enforcement at First Amendment Events
• Crowd Management and Protecting Civil Rights
• First Amendment and Social Media for Law Enforcement
• Filming the Badge: The Rights and Limitations of the Public and Press to Film Law
Enforcement
Course Agenda:
Day One
9:OOAM Legal standards—First Amendment
10:30AM Break
10:45 AM Crowd Control
12:00 PM Lunch
1:00 PM Social Media
2:1.5 PM Break
2:30 PM Recording Police
4:30 PM Conclude for the Day
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 12 of 20
(_`lass 1-0— 'st,arch and Sei7um for the Active Officer
This seminar focuses on training personnel to become familiar with the concepts of Arrest
Procedures and Constitutional Protections,as well as, the 4"'Amendment. Personnel will become
familiar with the concepts below as identified in the Consent Decree, Legal Standards and Police
Best Practices.
Areas to be covered in Arrest Procedures and Constitutional Protections area:
• Introduction to the 0,5h,6"', and go'Amendment
• Law Enforcement Authority Policy
• Define- Search,Seizure, and Expectation of Privacy
• Investigatory Detention(Terry Stop)
• Exclusionary Rule
• Search Warrant Procedure
• Warrantless Arrests
Areas to be covered in e Amendment Warrantless Searches are:
• Automobile Exception
• Community Caretaking Function
• Consent
• Exigent Circumstances
• Incident to Lawful Custodial Arrest
• Inventory Search
• Plain View
• Protective Sweeps
• Abandoned Property
• Technological Advancements
Course Agenda:
8:30— 10-15 Introduction to the 41h,.5".6"',and 8'h Amendment
10:15— 10:30 Break
10:30— 12:00 Define- Search, Seizure, and Expectation of Privacy
12:00— 1:00 Lunch
1:00—2:30 4h Amendment Warrantless Searches
2:30—2:45 Break
2:45-4,30 41 Amendment Warrantless Searches
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC Page 13 of 20
EXHIBIT B
PRICE SCHEDULE
The Services will last three days,from June 23,2020 through June 25, 2020
Cost for Services shall be Ten Thousand and 00/100 dollars($10,000.00).
Total payment made under this Agreement by City shall not exceed$10,000.
All lodging,per diem,materials,travel,incidental,and any other costs or fees,except as expressly
provided in this agreement,shall be the sole responsibility of Vendor.
Payment for Services by Vendor shall be paid by City within thirty(30)days after the uncontested
performance of the Services listed in the agreement and Exhibit A are complete and receipt by the City of
Vendor's invoice for payment.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit B Page 14 of 20
EXHIBIT C
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 conducting"Use of Force and Use of Force;First Amendment; and Search and
Seizure"("Services")for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX
76115
The Bob Bolen Public Safety Training Complex shall be referred to as"Premises"throughout this
Exhibit.
1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Premises and hereby accepts the Premises,AS
IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR
IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION,THE IlVIPLIED 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 June 23, 2020,at 7:00 am,and
ending June 6,2019,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.
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
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.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit C Page 15 of 20
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 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 While City will commission and oversee all repairs,Contractor will reimburse
City for any repairs that are made for any damage that occurs during Services hours.
4.1.8 City will provide Contractor with necessary keys and security codes for access to
the Premises.
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, heat and air
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit C Page 16 of 20
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
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.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit C Page 17 of 20
7.0 FORCE MAJEURE
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 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 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:
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
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit C Page 18 of 20
(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 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(loth)
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 prior written arrangement.
Program Participants shall not congregate or loiter in front of the main entrance of the Premises or in the
parking lot.
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit C Page 19 of 20
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Eric Daigle
Daigle Law Group, LLC
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
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. n
1. Name:
Position: V
Sig
2. Name: K04-jam—
Position- "o
Signature
3. Name:
Position:
Signature
Name:
Other Title:
Date: d�/ / ox1
Professional Services Agreement
Between the City of Fort Worth and
Daigle Law Group,LLC—Exhibit D Page 20 of 20