HomeMy WebLinkAboutContract 54176 yam_
CSC No. 54176
PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT("Agreement")is made
and entered into by and between the CITY OF FORT WORTH("City"),a home rule municipal corporation,
acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and LIFELINE
TRAINING,LTD. DBA CALIBRE PRESS ("Contractor"), a foreign, for-profit corporation, acting by and
through Lisa Glennon, its duly authorized CEO. For purposes of this Agreement, the term Contractor shall
include Contractor,its authorized representatives,officers,employees,and instructors who provide services on
Contractor's behalf. The term City shall include its authorized representatives, officers, employees, and
directors.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Rental Fees and Policies
4. Exhibit C— Facilities Use Requirements;
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," or"D" and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct a training class entitled "Legally Justified; But was it Avoidable" for law
enforcement personnel on October 20, 2020. ("Services"). Each day, Contractor shall provide training from
7:00 am to 5:30 pm, Central Standard Time. City and Contractor may agree to reschedule the dates of the
training, but any such rescheduling shall be at the City's sole discretion and must be reflected in writing. City
and Contractor agree that all training must be completed by March 31,2021. Contractor shall,in accordance with
the terms of this Agreement,be allowed use of the Auditorium at the Bob Bolen Public Safety Training Complex
located at 511 W.Felix Street,Fort Worth,Texas 76115("Premises") in providing the Services to both City and
outside,non-City law enforcement personnel.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on March 31, 2021, at
11:59 pm or 11:59 pm on the last day of the Services that are the subject of this Agreement, whichever comes
first.
3.0 CONSIDERATION& COMPENSATION
3.1 Enrollment Fee. The standard prescribed fee that Contractor charges for the"Legally Justified: But Was it
Avoidable"training class is $159.00 per student(the"Enrollment Fee"). Under no circumstances shall City be
held liable for the Enrollment Fee of any attendee of the training who is not an employee of the City. The
maximum amount to be paid to the Contractor by City for all Services performed and expenses incurred
hereunder shall not exceed$4,000.00. Contractor shall not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
3.2 Facility Use Fee
The standard prescribed fee for the use of the Premises, as listed in Exhibit B of this Agreement, is an amount
of$1,080.00 per day("Facility Use Fee").The training described by this Agreement will be for a total of one day,
which equates to a total Facility Use Fee of$1,080.
3.3 Exchange of Value
In lieu of a cash exchange,City and Contractor agree that as consideration for the Facility Use Fee listed above,
the City will accept free enrollments provided by Contractor of a similar monetary value.Accordingly,Contractor
will waive the Enrollment Fee for seven City employees/enrollees for a minimum value of$1,113.00.Contractor
and City agree that the provision of these enrollments to the City without the Enrollment Fee represents fair and
equitable consideration for the Facility Use Fee described above.
Payment for Services shall be due within 30 days of uncontested performance of the particular services so ordered
and upon receipt by the City of Contractor's invoice for payment.
4.0 TERMINATION
4.1.Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing
the other party with at least 10 days' written notice of termination.
4.2 Non-appropriation of Funds.In the event no funds or insufficient funds are appropriated by City in any fiscal
period for any payments due hereunder,City will notify Contractor of such occurrence and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or expense
to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to its natural
expiration, City shall pay Contractor for services actually rendered up to the effective date of termination, and
Contractor shall continue to provide City with services requested by City and in accordance with this Agreement
up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall
provide City with copies of all completed or partially completed documents prepared under this Agreement. In
the event Contractor has received access to City Information or data as a requirement to perform services
hereunder, Contractor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed by
Contractor. The City shall not be required to purchase any new audio/visual equipment. Contractor agrees to
provide the City a list of necessary audio/visual equipment needed at least two (2) weeks prior to the start of
Services. The City agrees to notify contractor of any equipment that is not available within two (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 the training at least two(2)weeks prior to the start
of Services.
The minimum enrollment for Services is ten(10)participants. 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 two(2)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 ("Instructor") for the training program who will
facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies pertinent
to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion,if appropriate.
Contractor must provide certificates of completion within seventy-two (72) hours of the City's submittal of the
final roster. Certificate of completion to include:
• Participant Name
• Course Name
• Course Date
• Total Training Hours
6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in
writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In
the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees
immediately to make full disclosure to City in writing.
6.2 Confidential Information. Contractor,for itself and its officers,agents,and employees,agrees that it
shall treat all information provided to it by City("City Information") as confidential and shall not disclose any
such information to a third party without the prior written approval of City.
6.3 Unauthorized Access. Contractor 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.
7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined as
Premises in Section 1.0 of this Agreement. Contractor shall be escorted by a City employee at all times while on
Premises. The City employee escorting Contractor must be authorized to access Criminal Justice Information
Services ("CJIS") protected data. The parties acknowledge and understand that the Premises contains one or
more areas where CJIS protected data is viewed,modified, and used.Furthermore,the parties acknowledge that
federal and state law set forth the access requirements for CJIS protected data. The parties agree to comply with
all federal and state law requirements regarding access to CJIS protected data.
Contractor shall sign in and out at the front desk of Premises upon entry and exit. Contractor shall carry
a valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall, until the expiration of three (3) years after final payment under this contract,
or the final conclusion of any audit commenced during the said three years, have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not
limited to, all electronic records of Contractor involving transactions relating to this Agreement at 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.
9.0 INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all
rights and privileges and work performed under this Agreement,and not as agent,representative or employee of
City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have
the exclusive right to control the details of its operations and activities and be solely responsible for the acts and
omissions of its officers,agents,servants,employees,consultants,and subcontractors. Contractor acknowledges
that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants, and
employees,and Contractor,its officers,agents,employees,servants,contractors,and subcontractors. Contractor
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees, or subcontractors of Contractor. Neither
Contractor,nor any officers,agents, servants,employees,or subcontractors of Contractor shall be entitled to any
employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers,agents, servants,employees, or subcontractors.
10.0 LIABILITY AND INDEMNIFICATION
11.1 LIABILITY-CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL
PROPERTYLOSS,PROPERTYDAMAGEAND/OR PERSONAL INJURY,INCLUDINGDEATH, TOANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
10.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANYRESULTING
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 CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTYINDEMNIFICATION-Contractor agrees to defend,settle,or
pay,at its own cost and expense,any claim or action against City for infringement of any patent,copyright,
trade mark, trade secret, or similar property right arising from City's use of the software and/or
documentation in accordance with this Agreement,it being understood that this agreement to defend,settle
or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Contractor
bears the cost and expense of payment for claims or actions against City pursuant to this section,
Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim; however, City shall have the
right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect
City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action brought
against City for infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim;however,Contractor shall fully participate and cooperate with City in defense
of such claim or action. City agrees to give Contractor timely written notice of any such claim or action,
with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under
this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted,Contractor shall,at its own expense and as City's sole remedy,either: (a)procure for
City the right to continue to use the software and/or documentation; or (b) modify the software and/or
documentation to make it non-infringing, provided that such modification does not materially adversely
affect City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing software
and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives are
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.
11.0 ASSIGNMENT AND SUBCONTRACTING
11.1 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.
11.2 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.
12.0 INSURANCE
Contractor shall provide City with Certificate(s) of Insurance documenting policies of the following types and
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement:
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.
(b) A minimum of 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 nonpayment
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 the City's Risk Management Office. 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 commencing any work pursuant to this
Agreement.
13.0 COMPLIANCE WITH LAWS, ORDINANCES,RULES,AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder,it shall comply with all applicable
federal,state,and local laws,ordinances,rules,and regulations and that any work it produces in connection with
this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and
regulations.If City notifies Contractor of any violation of such laws,ordinances,rules,or regulations,Contractor
shall immediately desist from and correct the violation.
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of
the consideration herein,agrees that in the performance of Contractor's duties and obligations hereunder,it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS
NONDISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR 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:
City of Fort Worth
Attn: Jesus J. Chapa
Assistant City Manager
200 Texas Street
Fort Worth TX 76102-6311
Facsimile: (817) 392-8502
With a copy to the City Attorney's Office at the same address and to:
Contract Compliance Specialist Bob
Bolen Public Safety Complex 505
W. Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Lifeline Training DBA Calibre Press
Attn: Veronica Velasco-Accounting Manager
800 Roosevelt rd.Bldg E. Ste 310
Glen Ellyn, IL 60137
Phone: 630-941-0900
16.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall,during the term of this Agreement and additionally for a period of one
(1) year after its termination, solicit for employment or employ, whether as an employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement,without the
prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to
an employee of either party who responds to a general solicitation of advertisement of employment by either
party.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of
its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement, or the failure 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 the 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 rule of construction 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,""C,"or"D."
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 executed by an authorized representatives of both parties.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits "A," `B," "C," and "D" 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
that it conflicts with any provision of this Agreement.
26.0 COUNTERPARTS
This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be
deemed an original,but all such counterparts shall together constitute one and the same instrument.
27.0 WARRANTY OF SERVICES
Contractor warrants that its services will be of a professional quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within 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 any fees
paid by City to Contractor for the nonconforming services.
28.0 IMMIGRATION AND NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work under
this Agreement,including completing the Employment Eligibility Verification Form(I-9). Upon request by City,
Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Contractor shall adhere to all federal and state laws as well
as establish appropriate procedures and controls so that no services will be performed by any Contractor
employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the
right to immediately terminate this Agreement for violations of this provision by Contractor.
29.0 OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation which are created, published, displayed, and/or produced solely and exclusively for the services
provided under this Agreement(collectively"Work Product"). Further,City shall be the sole and exclusive owner
of all copyright,patent,trademark,trade secret,and other proprietary rights in and to the Work Product.Ownership
of the Work Product shall inure to the benefit of City from the date of conception,creation,or fixation of the Work
Product in a tangible medium of expression(whichever occurs first).Each copyrightable aspect of the Work Product
shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and
to the extent such Work Product, or any part thereof, is not considered a"work-made-forhire" within the meaning
of the Copyright Act of 1976,as amended,Contractor hereby expressly assigns to City all exclusive right,title,and
interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade
secret,and all other proprietary rights therein,that City may have or obtain,without further consideration,free from
any claim,lien for balance due,or rights of retention thereto on the part of City.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement
on behalf of the respective party, and that such binding authority has been granted by proper order, resolution,
ordinance, or other authorization of the entity. This Agreement and any amendment hereto may be executed by
any authorized representative of Contractor whose name, title, and signature is affixed on the Verification of
Signature Authority Form, which is attached hereto as Exhibit"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
Contractor shall notify City's Purchasing Manager,in writing,of a company name,ownership,or address
change for the purpose of maintaining updated City records.The president of Contractor or an 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 may adversely impact future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Contractor has fewer than 10 employees or the Agreement is for less than$100,000,this section does
not apply. Contractor acknowledges that, in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract. The terms "boycott Israel" and"company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott
Israel; and(2)will not boycott Israel during the term of the contract.
(signature page follows)
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
Jesus Chapa ensuring all performance and reporting
By: Jesus Chapa(Jul 21,202010:58 requirements.
CDT )
Name: Jesus J. Chapa
Title: Assistant City Manager
James Dunn
APPROVAL RECOMMENDED: By: James Dunn(Jul 15,202013:59 CD
Name: James Dunn
Title: Police Officer
Edwin Kraus
By: Ed—K—,(Jul 17,20200904W APPROVED AS TO FORM AND
LEGALITY:
Name: Edwin Kraus . �,OR
Title: Chief of Police
Rnyrn UnnsP.n
ATTEST L
.°j 1"�:. `.By: Royce Hansen(Jul 21,2020 10:33
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'CDT )
d� * Name: Royce Hansen
By: Y0 . Title: Assistant City Attorney
Name: Mary J. Kayser CONTRACT AUTHORIZATION:
Title: City Secretary M&C: (None Required) Date
Approved:
Form 1295 Certification No.: N/A
LIFELINE TRAINING DBA CALIBRE PRESS
By:
Name: Lisa Glennon
Title: CEO
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ACCEPTED AND AGREED:
MY OF FORT WORTH CONTRACT 00NfPIIANCE MANAGER
By sigaimg I ackwwled a that I am the
person responsible for the monkm*and
administraticu of this coubuc mchading
By- ensuring all pesfa mane and repofing
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Title: Amstmt
APPROVAL RECOhIIAENDED:
By-
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Tilde: Police Of kw
BY
Now.EdovinK� APPROVED AS TO FORM AND
Title: Chief of Police LEGALITY:
ATTEST:
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Title: City Secwtuy CONTRACT AUTHORIZATION:
M&C: (NoneReguiao
Dube Approved:
Farm 1295 CntiScafian No.: NIA
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By Jenna Raffimnd
Name:Lisa GlennoqJenna Rothmund
Title: CEO Event Operaijons Manager
OFFICIAL R�CORD
CITY SECROTARY
EXHIBIT "A"
SCOPE OF SERVICES
60" n Legally Justified ; But was it
Avoidable?
' A crucial question at the core of every use of force incident
the moment an officer uses force is all that matters when determining if it was
objectively reasonable. Further, it determined that the moment could not be
judged "with the 20/20 vision of hindsight." In other words, how that moment
came to be matters not, only what was happening during it.
That said, this legal doctrine does not (and should not) preclude officers, trainers,
and supervisors from examining cases with that 20/20 vision. With a goal of
avoiding the avoidable, we should look backward from the moment force was used
and honestly assess whether the officer, by action or lack of action, contributed to
its ultimate need.
Legally .justified; But was it Avoidable analyzes dozens of recent use of force
videos and focuses on the totality of the interaction. We dissect the behavior of
the offender and more importantly, the thoughts and behavioral processes of the
officer(s) involved.
Specifically, we consider if poor or ill-advised tactics, ineffective communication, a
lack of personal control and/or a misunderstanding of acute stress led the
officer(s) to escalate the event unintentionally and unconsciously.
In this course we will discuss:
The 1989 the Graham v. Connor case established that
Force: Can it be avoided? How? Will it be?
• Powerful research: how stress breaks down your ability to process information
Handling pressure at the pivotal moment
Did poor tactics contribute to the need to shoot?
• Don't throw fuel on the fire! Controlling the inner"idiot"
• The overall goal and how stress diverts from that mission
Slowing things down can be your most powerful tactic
A hard look at the reason mistakes are being made
Cognitive deterioration leads to "Decision Decline"
Avoiding Behavioral and Content Loops
• The Power of Mid-Event Disengagement
AGENDA
I . THE MOMENT 1.00 Hours
Course Overview
1. Video Analysis of Officer Involved Shooting
2. Instructor Introduction
3. Disclaimers
4. Course Purpose, Expectations and Take-Aways
5. Explanation & significance of the Moment force is necessary
5. The Graham Standard & Training vs Legal focus
Objectives:
• Discuss the importance of understanding the Graham Standard
• Explain the differences between legal and ethical standards in
use of force events
• Examine the need to honestly assess the behavior of officers
pre- force interactions
II. STAYING FOCUSED ON THE OUTCOME 2.00 Hours
A. An Officer's Primary Goals
1. Safety for All
2. Controlling, redirecting & influencing other's behavior
B. Interaction Success Secrets
1. Professional Goal Focus
2. Control of the Self
3. Human Behavior Specialists
4. Complete Communication Skills
C. The Interaction Stages
1. Observe
• Know how to read people
• Recognize verbal & nonverbal signals
2. Assess & Evaluate
3. Judge
• Recognize personal bias
• Analyze personal objectivity
4. Decide
5. Behave
Objectives:
• Establish the need to recognize and focus on the overall goal of
every interaction
• Explain the successful perspectives that will aid officers and
save lives
• Discuss the need to master an understanding of the organic
stages of any interaction
• Examine the role of prejudice, bias & personal value systems as
obstacles to avoiding an escalation during interactions with
others
III. SUDDEN ONSET ACUTE STRESS: The Rea/ Reason Mistakes are
Made 2.00 Hours
A. Why Unnecessary or Avoidable Force Occurs
1. Acute Stress defined & explained
2. Videos: Analyzed, dissected, discussed
3. Leadership & Systemic failings
4. Exposure, Practice and Videos
5. Proficiency & Confidence in physical combat can be a prevention
B. Stopping Force before it Begins
1. Reading the behaviors & dealing with the emotions of others
2. Slow it Down!
3. Distance is your friend: Don't Move In!
4. Reassessing your strategy
5. Changing tactics: If that isn't working try something else 6.
Recognizing when you are in a Behavioral & Content loop
7. Disengaging?
8. Engaging & Rapport building
9. Adapt, Improvise & Succeeding
C. Preventing Deadly Force
1. Justifiable but Avoidable Use of Force?
2. Deescalation is not a word, it's a skillset
3. "Just because you can doesn't mean you should!"
4. Becoming part of the conflict
5. Reversing course
6. Tapping out: Allowing any other officer to take over
7. Lowering the temperature
8. Avoiding `mob mentality'
9. Calming other officers
Objectives:
• Explain how the unexpected acute stress causes sometimes
fatal mistakes
• Examine the role of videos, training & leadership in preventing
unnecessary force
• Establish the need for dynamic, stress filled, decision making
type training
• Discuss how proficiency & confidence in boxing & martial arts
reduces use of force events
• Examine how getting stuck in a negative contenVbehavioral
loop can unnecessarily escalate an interaction to the point of
force being used
• Learn how deescalation is not a word but an understanding of
human emotions that dictate irrational behavior
• Learn how officers often resort to authority rather than simple
communication skills unnecessarily
• Examine videos of officers contributing to the levels of stress by
all involved
• Analyze videos where officers want to win more than help and
solve
• Discuss the need to analyze in the moment whether a tactic is
effective or contributes to escalating tensions
• Examine how distance is used, misused and can escalate,
unconsciously, the levels of stress during citizen/police
encounters
• Discuss the need to acknowledge when a change of officers may
be necessary when dealing with uncooperative subjects
• Discuss the need for officers to recognize when another officer's
contribution to an interaction is becoming counterproductive
IV. The 20120 VISION OF HINDSIGHT 3.00 Hours
A. Systemic & Leadership Responsibilities
1. Using the newest releases of videos to examine, discuss &
learn
2. Roll calls & spontaneous training opportunities
B. Video Examinations
1. Analysis of current videos
2. Discussions of other alternative interaction options
Objectives:
• Examine the vital role informal training plays in the education
of officers when it comes to avoiding unnecessary force
• Discuss the many opportunities to obtain videos on the internet
• Analysis of dozens of current videos so students can recognize
mistakes of officers and avoid the same in the future
• Class discussions of officer behavior not to criticize but to learn
and ultimately save lives
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 18 of 31
EXHIBIT`B"
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 19 of 32
RENTAL FEES AND POLICIES
BOB BOLEN PUBLIC SAFETY TRAINING CENTER
Rental Fees &Policies
509 W.Felix Street
Fort Worth,TX 76115
(817)392-6875 or(817)392-6274
Reservations for the meeting and training facilities at the Bob Bolen Public Safety Training
Center[BBPSTC}can be booked out a maximum of 6 months. Use of the facilities by the Fort
Worth Fire Department (FWFD) or the Fort Worth Police Department (FWPD) may supersede
other group bookings with at least 10 days of notice provided (except in the case of
emergencies and natural disasters where advance notice may not befeasible).
Please Read the Following:
1. Event Holder shall comply with all laws(federal,state and local)including all ordinances
of the City of Fort Worth and rules,regulations and requirements of the Fire and Police
Departments. Violations of these laws and the rental policies listed below may result
in the immediate termination of this rental agreement and forfeiture of any and all
reservation fees and could resu It in the Event Holder not being allowed to rent BBPSTC
in the future.
2. Persons making the reservation should specify the exact time BBPSTC is needed.
Admittance shall not be made prior to the time specified. If reservation extends beyond
the designated time, additional rental and staff time charges will be assessed in half-
hour increments.
3. The number of guests shall be restricted to the maximum capacity of each space.
4. Pricing and policy requirements are subject to change without notice.
For reservations,contact BBPSTC administrative staff at:
817-392-6875 or817-392-6874
BBPSTC Hours of❑oeration
Meeting Facilities: Monday-Friday, 8a-5p
Fire Drill Grounds: Tuesday-Thursday,8a-5p
Event Booking Office: Monday-Friday,9a-4p
After Hours(Subject to Staffing Availability): Daily, 7a-8a and Sp-10p
BBPSTC is closed the following holidays: New Year's Day, Martin Luther King Day,Memorial
Day, Fourth of July, Labor Day,Thanksgiving flay,the day after Thanksgiving,and
Christmas.
POINT OF CONTACT: Each event request must have a designated point of contact (POC)
who is a City of Fort Worth employee. The POC must agree to this policy and acknowledge
the conditions set forth herein. The POC is responsible for the administrative needs of the
event; set-up and clean-up; the condition of the rented space after use including returning
furniture and other items to their original position, repairing any damages or additional
cleaning that may be required; and notifying BBPSTC administrative staff of any requests to
cancel or reschedule a planned event. If audiovisual equipment is to be used during the
event,the POC should also coordinate a time prior to the event to complete an orientation on
the equipment. The person listed as the POC shall be the sole contact person for purpose of
this agreement.
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 20 of 31
RESERVATION APPROVALS: No oral agreements for use of 1313PSTC,grounds,or
additional rooms shall be valid.The Fire Training Deputy Chief or the Police Chief or
assignee shall review and approve reservation requests.Some reservation requests
may also require approval by the Fire Department's Executive Staff or the Police
Department's Executive Staff, including youth events. No rental contracts are
valid unless approved, signed and dated by the appropriate staff person.
RENTAL FEES: All facilities are booked a minimum of 4 hours, which includes all
set up and clean up time for your event. For added set up and cfean up time,
additional time may booked in half-hour increments for$30 per half-hour, up to a
maximum of two additional hours for set up and clean up. Rental fees for the
meeting facilities and Fire Drill Grounds are as follows:
Facility Name Tlx Day Full Day N
(9 hours)
COMMON AREAS FIREIPOLICE
Auditorium $650 51080
Multi-Purpose Room(max.245) $710 S1,180 Incl.use of Lobby/Lounge/Kitchen
Lobby $710 51,180 Incl.use of Lounge/Kitchen
Lounge $325 $540 Incl.use of Kitchen
FIRE MEETING FACILITIES
Classroom 1283 max.18 S285 $475
Classroom 1266 max.24 5285 $475
Classroom 1261 max.37 $285 $475
Classroom 1258 max.38 5285 $475
Classroom 1275 max.38 $285 $475
Classroom 1277 max.38 S285 $475
Classroom 1214(max.50) S425 $710
Classroom 1264 max.51 5425 710
Simulator 1266 max.24 5325 $540
Computer Lab 1267 max.24 $485 $810
FIRE DRILLGROUNDS*
Incl.use of bum props, propane,Radio
8-Story Tower-Live Burns $1,200 $2,000 Tower, SCBA compressor
8-Story Tower-No Burns $60Q $1,0Qo Incl.use Radio Tower,SCBA
compressor
Radio Tower S606 $1 OQQ
Warehouse Simulator S450 $750
Aquatics Simulator $360 $600
FlashoverChamber $720 $i 200 Does not include materials
Vehicle Fire Prop $1,020 $1,700 Incl.fuel,travel/delivery(if
requested)
Incl.use of burn props, SCBA
Class A Burn Lab-Live Burns $1,020 $1,700 compressor(materials provided at
cost
Class A Burn Lab-No Bums $540 $900 Incl.SCBA compressor
Canfined/Trench Space $450 $750 5uppliesnot included
Fire Additional Staffing
Instructor[Trainer
$75/hour per person
Safety Cfficer
$75/hour per person
`Based on the number of attendees and planned training activities,additional instructors and/or safety officers
may be required in order to comply with NFPA 1403 at the Event Holder's cast.In such instances, the Staffing
Rates will apply. Material costs will be based on current market rates.
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 21 of 32
POLICE MEETING FACILITIES**
Classroom 1134(max.35) $285 $475
Classroom 1135(max.35) $300/4 hours only after 5pm]
Computer Lab 1142(max.24) $285 $475
Computer Lab 1146(max.24) $285 $475
Classroom 1166(max.48) $285 $475
Classroom 1233(max.48) $425 $710
Classroom 1416 Weapons Range $285 $475
Area max. 32
Classroom 1426 Weapons Range
Area max.48 $425 $710
Classroom 1439 Weapons Range $285 $475
Area max. 32
Firing Range# 1(50 yard,401ane) $650/hour(4 hour minimum required)
Firing Range# 2(25 yard,5 lane) 5125/hour(4 hour minimum required)
Firing Range# 3(25 yard,30lane) $425/hour(4 hours minimum required)
Firing Range# 4(100 yard, 10lane) $165/hour{4 hour minimum required]
Tactical Village $100/hour
Driving Track $140/hour
Use of Force Simulator $65/hour
Police Additional Staffing
Police Officer $68/hour per person
IT Liaison $68/hour per person
Police Instructor $75/hour per person
``Janitorial $11/hour per person
*Police Stipulations
Room 1135 is available for use after Spm($300/4 hours if approved for use)
`Specialized areas are charged per hour
*Janitorial-Recommends 2 staff members per every 175 guests
•*For POLICE License Fees that are stated on a per day basis,and licensee agrees to pay the full daily License Fee,even if any or aN of the
respective Space are used for a portion of a day,
NOTE:All rental fees and deposits are due in full at time of booking and may be paid by credit/debit card.Prices listed above are subject to
change.Bose rates listed above do not include overtime fees or deposits.
In the case of City of Fort Worth departments,only non-General Fund departments will be charged fees for space reservations.General
Fund departments will only be charged where suppfementol fees are required for extra services such as janitorial,security,etc
RESCHEDULING AND CANCELLATION REQUESTS: Requests to cancel or
reschedule an event should be sent to BBPSTC administrative staff in writing at least
14 calendar days before the original event date. Events may be rescheduled to a
later date within six months of the original date based on space availability. A
reschedule fee of$50 per rented space will apply. Cancellation refunds shall he as
follows and may take up to 8 weeks to process:
6 weeks or more prior to event Refund 75%
of rental fee 2-5 weeks prior to event Refund 50%
of rental fee Less than two weeks prior to event N❑
refu nd
Cancellation due to inclement weather Reschedule or Refund 75%of reservation fee
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 22 of 32
OVERTIME FEES: After hours staffing rates may apply for events taking place after 5pm
and/or on weekends.
PAYMENT.Payments may be made by debit or credit card or check.A reservation
booked under false pretenses will be canceled and will void any refunds of your
payment.
DECORATIONS AND EVENT SIGNAGE: Event holder shall not be permitted to nail, tack,
screw or otherwise physically attach materials to any part of BBPSTC, including the ceiling,
walls, window treatments, fixtures, windows, etc. All decorations and signage must be on a
table or freestanding. In addition, no paint sprays,glitter,confetti,shoe polish or open flames
may be used in any part of BBPSTC. This includes items such as candles, hurricane torches
or lanterns. Battery operated candles are permissible. All tables, decorations, displays, etc.
must be arranged so that clear and unobstructed pathways {as determined by BBPSTC} are
maintained throughout all areas of the facility. Emergency exits cannot be blocked. The POC
is required to submit a proposed plan for decorations and event signage to BBPSTC
administrative staff for review and approval a minimum of 14 calendar days prior to your
event. Once this proposal has been approved, notice of any changes,adds,and/or moves will
be required 48 hours prior to event.
TABLES: Classroom spaces are reserved as-is. No moving of tables, chairs, or equipment.
Multi-purpose Room rental fees include the use of tables and chairs. Our table sizes vary. Our
tables and chairs may not be taken outside. The POC is required to submit a set-up diagram
to BBPSTC administrative staff for review and approval a minimum of 14 calendar days prior
to your event. Once this diagram has been approved, notice of any changes, adds, and/or
moves will be required 48 hours prior to event. Changes, adds, and/or moves requested on-
site will be charged a $50 Change Fee. Tables and chairs will be set up by the Event Holder
at their own risk and expense.
DANCING AND MUSIC: Dancing is not allowed. Music, including live bands and D3s, may be
permitted under limited circumstances in the Multi-Purpose Room and Lobby with preapproval
from BBPSTC administrative staff. Space for music greatly reduces the maximum capacity of
these rooms. Noise levels must not disturb other building guests as determined by BBPSTC
administrative staff. Noise violators are subject to immediate removal from grounds
without refund. BBPSTC reserves the right to limit music volume and song content.
IT, SOUND &A/V EQUIPMENT; The POC and any other persons responsible for making
audio-visual arrangements for the event will need to schedule time to meet with a member
of BBPSTC administrative staff at least 7 calendar days prior to the event. BBPSTC does not
provide audio equipment or extension cords. You should notify us of your A/V needs when
you rent the room. Microphones, lecterns, projection screens, may be available for use on a
limited basis at an additional charge to the Event Holder. An IT Liaison will be available to
assist with operator errors, but staff is not available to fix malfunctioning equipment. Event
Holders requiring access to computers and/or the internet may be required to complete a
separate Network Access Ag reernent.
FOOD & BEVERAGES: Events providing food and/or beverages must have prior approval
from BBPSTC administrative staff at least 14 calendar days in advance of your event. All food
and beverages must either be prepared by an established caterer and/or restaurant or
packaged in its original retail packaging. Rental of a room does not guarantee private use of
the catering kitchen, as it is a shared kitchen with all BBPSTC patrons. Cleaning items,
utensils, etc. are not furnished when utilizing the kitchens. You are responsible for malting
sure the kitchen/catering area is clean after your rental. No items may be left in BBPSTC after
the specified rental period. Storage space is not provided except during rental times. Please
discuss this information with your caterer. Food and drinks are not allowed in the Computer
Lab and Auditorium. Only beverages with covered lids are allowed in the Classrooms and Fire
Drill Grounds.
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 23 of 32
PHOTOGRAPHY: Photography must be approved by BBP5TC prior to the event. There is no
charge for photography during a scheduled event in your scheduled area.
PARKING: Self-parking is available in the Main Parking Lot ONLY. Occasionally multiple
events are held at BBPSTC which result in additional traffic and limited parking availability.
We endeavor to inform you of any such events that are planned for the same date and time
as your event and their potential impact so that you may plan accordingly. Regardless of
impact,you will be bound by the terms of your rental contract and these regulations.
OTHER INFORMATION:
• We are a non-smoking facility. No smoking permitted, including e-cigarettes, in the
building. Ashtrays are available in the designated areas.
■ No animals will be permitted in BBPSTC except for service animals currently on duty.
• Non-employee licensed open concealed firearms are prohibited at the BBPSTC.
• Vehicles are NOT permitted to drive over curbs, sidewalks, or on any areas other than
those designated as road or parking spaces at any time.
• Limited storage space is available. Please contact the BBPSTC administrative staff for
more information. Staff may sign for deliveries but will not be responsible for them.
Decorations, equipment,or supplies must be removed from the building at the end of
the rental period.
• Any activity, meeting,etc., which BBPSTC administrative staff deems as detrimental to
the facilities will not be permitted. BBPSTC reserves the right to exclude any group or
individual deemed to be a risk to the City of Fort Worth and/or BBPSTC property or
interests.
• Nochildren's parties will be scheduled.Should an event be booked underfalse pretenses,
all deposit funds will be forfeited.
• BBPSTC is a secured facility.All visitors are required to enter throng h the metal detectors
located at the main entrance.
• Inquirles regarding the accessibility for those with disabilities should be directed to
BBPSTC administrative staff at (817) 352-6875.
I confirm by signature below, that I have read and understand the rules and
regulations stated herein governing facility use, and agree to abide by all rulesand
assume financial responsibility for any damages to the facility and equipment.
Organization Name
Name of Event Event Date
POC Printed Name POC Phone Number
POC Signature Date
POC Mailing Address City State Zip
POC Email Address
A signed contract and payment of the rental fee and deposit is required to confirm your event booking
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 24 of 31
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 25 of 32
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 "Legally justified; But was it avoidable" training ("Services") for law
enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX
76115
The Bob Bolen Public Safety Training Complex shall be referred to as"Premises"throughout this
Exhibit.
1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Premises and hereby accepts the Premises,AS
IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR
IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY,AND
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF
TEXAS.
2.0 USE OF THE PREMISES
2.1 Contractor may use the Premises to conduct the Services in accordance with this Agreement in
support of its mission and for no other purpose.
2.2 Contractor shall only have use of the Premises beginning October 20,2020,from 7:00 am
to 5:30 pm,Central Standard Time.
2.3 In the event of a change in hours or availability of the Premises, such change shall not give rise
to any claim against the City by the Contractor,whether for lost profits, cost,overhead,or otherwise.
2.4 Contractor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.5 Contractor may not use any part of the Premises for any use or purpose that violates any
applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or
the City of Fort Worth, or other lawful authority with jurisdiction of the Premises.
2.6 Contractor understands and agrees that the parking areas at the Premises are not for the exclusive
use of the Contractor and that the City and the Premises'patrons may use the parking spaces at any time.
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 26 of 31
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.
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.
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 27 of 31
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at the Premises
for the ordinary and intended use of such, which includes lighting, heat and air
conditioning,and water. City shall not be liable or responsible for accidents or unavoidable
delays.
4.2.2 Ensure the Premises is suitable for 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
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 28 of 31
Contractor. The costs of repairing any damage to the Premises shall be immediately due and payable by
the Contractor upon Contractor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City, Contractor may place any signs within the Premises
necessary to indicate Contractor's name and location. Any sign shall be prepared and installed by the
Contractor, at the sole cost of Contractor, in accordance with applicable rules and regulations of the City
and in keeping with the Premises' decor. Any special requirements of Contractor contrary to the above
must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
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:
Professional Services Agreement
City of Fort Worth and Calibre Press
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10.1 Prior to the effective date for expiration or termination of the Agreement, Contractor shall
promptly remove all of its personal property; provided, however, Contractor shall not be obligated to
remove any fixtures. Contractor shall also repair any damage to the Premises that occurred during
Contractor's use of the Premises, including,but not limited to, any damage that Contractor causes during
removal of Contractor's property,to the reasonable satisfaction of the City.
10.2 If Contractor fails to comply with its obligations in this Section,City may,at its sole discretion,
(i) remove Contractor's personal property and otherwise repair the Premises and invoice Contractor for
City's costs and expenses incurred, such invoice to be due and payable to City within thirty(30) calendar
days of its delivery to Contractor;or(ii)following no less than thirty(30)calendar days prior written notice
to Contractor, take and hold any of Contractor's personal property as City's sole property; or (iii) pursue
any remedy at law or in equity available to City. If Contractor fails to surrender the Premises to City
following termination or expiration 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(1 Oth)
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.
11.3 Program Participants shall not congregate or loiter in front of the main entrance of the Premises
or in the parking lot.
EXHIBIT"D"VERIFICATION OF SIGNATURE AUTHORITY
Professional Services Agreement
City of Fort Worth and Calibre Press
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Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
have the authority to legally bind Contractor and to execute any agreement, amendment, or change order
on behalf of Contractor. Such binding authority has been granted by proper order,resolution,ordinance,or
other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth
in this Form in entering into any agreement or amendment with Contractor. Contractor 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 Contractor.
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement
City of Fort Worth and Calibre Press
Page 31 of 31