HomeMy WebLinkAboutContract 55719C$C N0.55719
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation, acting
by and through Jesus J. Chapa, its duly authorized Deputy City Manager, and ARMED FORCES
MISSION, Inc. ("Contractor"), acting by and through Kenneth Lou Koon, its duly authorized President.
For purposes of this Agreement, the term Contractor shall include Contractor, its authorized
representatives, officers, employees, and instructors who provide services on Contractor's behal£ The
term City shall include its authorized representatives, officers, employees, and directors.
AGREEMENT DOCUMENTS
The Agreement documents shall include the following:
L This Professional Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Facilities Use Requirements;
4. Exhibit C— Verification of Signature AuthorityForm.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct "Listen, Learn and Lead" training for law enforcement personnel
beginning June 2, 2021 and ending June 3, 2021 ("Services"), unless otherwise re-scheduled by the written,
mutual, agreement of the Parties. Such Services being more particularly described in E�ibit A. Each day,
Contractor shall provide training from 8:00 am to 5:00 pm, Central Standard Time. Services shall be performed
at the Bob Bolen Public Safery Training Complex located at 511 W. Felix Street, Fort Worth, Texas 76115,
Room 1135 ("Premises").
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This Agreement shall become effective upon the execution by both City and Contractor and shall
expire upon the completion of the services to be provided by Contractor pursuant to subsection 1.0 and Exhibit
A of this Agreement, unless otherwise terminated earlier in accordance with the terms of this Agreement.
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3.1 Contractor agrees to provide the "Listen, Learn and Lead" training for law enforcement
personnel at $1,500. Accordingly, the maximum amount to be paid to the Contractor for the Listen,
Learn and Lead Training shall be $1,500. Contractor shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless the City requests and approves in
writing the additional costs for such services or expenses.
3.2 Facility Use Fee. The standard prescribed fee for the use of the Premises, as described in
Exhibit B of this Agreement, is an amount of $475.00 per day ("Facility Use Fee"). The training
OFFICIAL RECORD
Professional Services Agreement btw CoFW and Armed Farces Mission far CITY SECRETARY
"Lead Learn Listen" Training
FT. VII�RTH, TX
described by this agreement will be for a total of two days, which equates to a total Faciliry Use Fee of
$950.00.
3.3 Exchange of Value. In lieu of a cash exchange for the Facility Use Fee, 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. City and Contractor agree that
the training provided to the City for $1,500 represents fair and equitable consideration for the
Facility Use Fee described above.
4.0 TERMINATION
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 10 days' written notice of termination.
4.2 Non-a�propriation 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 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 18 (eighteen) participants. If, the enrollment minimum is
not met, the parties agree to confer in good faith regarding whether to reschedule or cancel the Seroices.
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.
The City shall report training hours to the Texas Commission on Law Enforcement (TCOLE) for
all participants who have a valid TCOLE PID number. Contractor must provide the City the following:
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Pre-Course:
� Instructor Biography(ies)
� Course Syllabus/Schedule
Post-Course:
Provide all participants with a certificate of completion toinclude:
• Participant name
• Course name
• Course date
• Total training hours
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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 of this Agreement. Contractor shall be escorted by a City employee at all times
while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises
contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
parties acknowledge that Federal and State law set forth the access requirements for CJIS protected data.
The parties agree to comply with all Federal and State law requirements regarding access to CJIS protected
data.
Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a
valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
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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, seroants and employees, and Contractor, its officers, agents, employees,
servants, Contractors and subContractors. Contractor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents,
servants, employees or subContractor of Contractor. Neither Contractor, nor any officers, agents, servants,
employees or subContractor of Contractor shall be entitled to any employment benefits from City.
Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees orsubContractor.
10. LIABILITY AND INDEMNIFICATION
101 LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING
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 CONTRACTOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OREMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION— 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
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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 fuIIy 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 andlor 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 andlor 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 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, sub Contractor shall execute a written
agreement with Contractor referencing this Agreement under which sub Contractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
12A 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 Covera�e and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$1,000,000 - Aggregate
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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 Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS. ORDINANCES. RULES ANDREGULATIONS
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 theviolation.
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subContractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY 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 deliveredwhen (1) hand-delivered to the other party, its agents, employees, servants or representatives,
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(2) deliveredby facsimile with electronic confirmation of the transmission, or (3) received by the other party
by United States Mail, registered, return receipt requested, addressed as follows:
To The CITY:
City of Fort Worth
Attn: Jesus J. Chapa
Deputy 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:
Armed Forces Mission
Attn: Kenneth Lou Koon,
1789 Minix Road Sharpsburg, GA 30277
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Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
Contractor , any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who responds to a general solicitation of advertisement of
employment by either party.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
19.0 GOVERNING LAW / VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.0 SEVERABIL.ITY
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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 will exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government;
material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions
by any court, board, department, commission, or agency of the United States or of any States; civil
disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but
which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force
Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the
extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure
Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be
determined by the City in its sole discretion. The notice required by this section must be addressed and
delivered in accordance with Section 15 of this Agreement.
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Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
23.0 REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits
"A," `B" and "C."
24.0 AMENDMENTS/ MODIFICATIONS/ EXTENSIONS
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A, B and C contain the entire understanding and agreement
between City and Contractor, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
26.0 COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27.0 WARRANTY OF SERVICES
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Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the seroices are completed. In such event, at Contractor's option, Contractor shall
either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming services.
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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 OWNERSffiP 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
seroices provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and
exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the
Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,
creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part ofCity.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Contractor whose name, title and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C." Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
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Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
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If Contractor has fewer than ten 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.
33. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
(signature page follows)
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CITI' OF FOItT V1VOItTt�
��
�� : Jesus Chapa (May 14, 202115:37 CDT)
�3[11C: �tSUti .1. � �l'3�8
Titl�: Dc�ut� City Mana�cr
t1PPROVAL RI�COMMENDED:
Nei� Noq�res
�3��. Neil Noakes (May 13, 202115:34 CDTj
'�ame: Neil Noakes
1�itle: Chief of Police
ATTEST:
a,�. �br Ronald P. Gonzales (May 14, 202116:H"%CDTI //
ri ci
Name: Mary J. Kayser -o�������
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Title: Cit�� Secretary ,��OF F�R����
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a��a� nEXA`'�daA'��
AR'.VIED FORCES MISSIONS, INC.
,/l
B�. .�r�
I�ame: K nneth Lou Koon
Title: President
('ON"TRA(:'1� COMI'(,IANCF; MAN/1C►i�;R:
I3y signin� I acknc�wlcdgc that I am thc
persun res�onsiblc tor thc monitoring ancl
administraticin of this contract, including
cnsuring all perrormance and reporting
requirements.
�.�.,-k«�
By:
asha Kane (May 1, 20 0926 CDT)
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND
LEGALITY:
BY=
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Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved:
Form 1295 Certification No.:
OFFICIAL RECORD
CITY SECRETARY
FT. VIIORTH, TX
EXHIBIT A— SCOPE OF SERVICES
Primary Enabling Db�ective
�artr`c��ar�rs wr'IJ gcrr'�r tiae sk�Jfs rr�rd c�rafldence ta r-erader ar`d to �ncli�ridz�als at r-isk of scric�de,
Additional partitipant ieartiing abjec�ives are as follovus;
First Ho�r
• Ir�crease �er�onal av,rareness otthe com�i7unity im��act of suicide
+ Understarid t�ie 3mpottance of c�evelo��ing a c�iture of comniur�it�r heal�h
• Gain i�sig�t i�7to tE�e c�fiestio«s asEced it3 each ���ase of t�e L3 r��odel
Seco�c� Ho���
+ RecogniEe tl�e s#e��s �o traE�s�tionir�g tf�ra�gh� t�e L3 �iiac�ei
• Understar�d tl7e 3�-n��ortar�ce of b�iilc#i�g ra��ort tha� enab�es a surces�,#ul i�terve��t�or�
+ Practi�e tt�e moc�el tE�rough role�lay anc! simulatian exercises
+ Ider�'tify �f3e steps i�3 transi#io�i��g ta sa#ety
Th�irc€ Ho��
+ C�isc�ss fears that im��ede u�ril�ir�g��ess to inter�,�ene
+ Ek+a�uate the myths that i��3�aact sac�eta� ar�d helper resE�ar�ses ta s���cide
• Exa�i�ir�e cuit��ral �if�e�-er��es t�at cl�allenge al�ility to in�er�+e��e
+ �emor�strate skiils ta intervene thraugh rolep�ay and sim��latian exercise
FauR��� Ha�r
• AE�ply lear-nii�g to bet�er unde�-starici r�oter}tial risk
+ Learn ho�v t�e I�rain res�aE�ds to Post Traur�natic Stress ir�creasir�g risEc ot suicic�e
� A�te�i��t ta co��lete a brain res�onse exercise given a PTS co�d�tio�i
+ 5��rnmari�� t�e vario��� c�mmunitv res�urces f�r fur#her ass�sta��� as ne�r�ec�
Professional Services Agreement btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit A Page 12 of 18
I�►:� 01 I:� Y r:�
: � : U ► �: . :�: :1 ► ' : �U' .
lA LOCATION
11 Location. City does hereby grant to Contractor the use of certain space within the following
location for the purpose of conducting "Lead Learn Listen" 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 otherpurpose.
2.2 Contractor shall only have use of the Premises beginning at 8:00 am on November 3, 2020,
and ending on November 4, 2020 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 proiits, 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 thePremises.
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 btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit B Page 13 of 18
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3.1 Holdover Tenancy. Unless terminated earlier pursuant the terms of this Agreement, this
Agreement will expire without further notice when the Term expires. Any holding over by Contractor after
the Term expires will not constitute a renewal of the Agreement or give Contractor any rights in or to the
Premises, except as a tenant at will.
4.0 DUTiES AND RESPONS�BILITIES
41 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.
4.13 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City within 24
hours prior to schedule start time. In case of emergency or Force Majeure Events, the
Contractor must notify the City promptly upon learning of such emergency or Force
Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.6 Report any maintenance or repair needs to the City as soon as practicable.
41.7 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit
brought in connection with any injury, death, or damages at the Premises. Contractor agrees
to make its officers, representatives, agents, and employees available to City, at all
reasonable times, for any statements and case preparation necessary for the defense of any
claims or litigation for which City may be responsible hereunder. Contractor shall place
language in its contracts with contractors and subcontractors that contractors shall notify
City as required by Contractor in this subsection.
41.12 While City will commission and oversee all repairs, Contractor will reimburse City
for any repairs that are made for any damage that occurs during Serviceshours.
41.15 City will provide Contractor with necessary keys and security codes for access to
the Premises.
41.16 Contractor will notify City immediately if the security of the Premises is
compromised.
Professional Services Agreement btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit B Page 14 of 18
4.2 The City will:
4.21 Furnish the necessary existing utilities and electrical power available at
the Premises for the ordinary and intended use of such, which includes lighting,
heat and air conditioning, and water. City shall not be liable or responsible for
accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for their intendedpurpose.
4.2.4 Ensure the Premises is ready for set up by Contractor in accordance with any
reasonable requests of the Contractor.
5.0 i,I�NS
5.1 Contractor shall do no act or make any contract that may create or be the foundation for any
lien upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be
void. Should any purported lien on City property be created or filed, Contractor, at its sole expense, shall
liquidate and discharge the same within ten (10) calendar days after notice from the City to do so. Should
Contractor fail to discharge the same, such failure shall constitute a breach of this Agreement, and the City
shall have the right to terminate this Agreement immediately. However, Contractor's iinancial obligation to
City to liquidate and discharge such lien shall survive following termination ofthis Agreement and until such
a time as the lien is discharged.
� I .: 1 . ': U
6.1 Contractor, at Contractor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all
Services or scheduled time set forth in this Agreement. Contractor shall restore and yield said Premises,
equipment, and all other properties belonging to the City back to City at the expiration of the Services or
scheduled time set forth in this Agreement in good or better condition as it existed at the beginning of the
Services or schedule time set forth in this Agreement and in which Contractor found them.
6.2 Contractor will not do or permit to be done any injury or damage to the Premises, or any
part thereof, or permit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other property belonging to the City by the erection or removal
of equipment or any other improvements, alterations or additions. No decorative or other materials shall be
nailed, tacked, screwed or otherwise physically attached to any part of the Premises, or to any of the
furnishings or fixtures of the City without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Contractor will pay the costs of repairing any damage
that may be done to the Premises or any of the fixtures, furniture or furnishings by any act of Contractor or
any of Contractor's officers, representatives, servants, employees, agents, Program Participants, or anyone
visiting the Premises upon the invitation of the Contractor. The City shall determine, in its sole discretion,
whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the
damage, and whether, under the terms of this Agreement, the Contractor is responsible. City shall be the
sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixture or furniture
Professional Services Agreement btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit B Page 15 of 18
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 fromCity.
6.4 Subj ect 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 writtenamendment.
I �: U: :
71 If either party is unable, either in whole or part, to fulfill its obligations under this License
due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
blockades; insurrections; riots; epidemics; public health crisis; earthquakes; fires; floods; restraints or
prohibitions by any court, board, department, commission or agency of the United States or of any state;
declaration of a state of disaster or of emergency by the federal, state, county, or City government in
accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the
United States Department of Homeland Security or any equivalent alert system that may be instituted by
any agency of the United States; any arrests and restraints; civil disturbances; or explosion; or some other
reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such event. If a
Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its
Premises, parks, or other City-owned and operated properties and facilities in the interest of public safety
and operate them as the City sees fit. Contractor hereby waives any claims it may have against the City for
damages resulting from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
8.1 In providing use of the Premises by Contractor, City does not relinquish the right to control
the management of the Premises, or the right to enforce all necessary and proper rules for the management
and operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement; maintaining, repairing, or altering the Premises; or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal
state or local laws, rules or regulations. In the event of an emergency, no advance notice from City is
required.
' I ►- :►1 ' :u
9.1 Contractor shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for its operations.
I I I : 11 �►: 1 '�► :U ►: 1►
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 btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit B Page 16 of 18
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 theCity.
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 withinthirty
(30) calendar days of its delivery to Contractor; or (ii) following no less than thirty (30) calendar days prior
written notice to Contractor, take and hold any of Contractor's personal property as City's sole property; or
(iii) pursue any remedy at law or in equity available to City. If Contractor fails to surrender the Premises to
City following termination or expiration, all liabilities and obligations of Contractor hereunder shall
continue in effect until such is surrendered.
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth (l Oth)
calendar day after the effective date oftermination.
11.0 A ,SS
11.1 Contractor will only use areas of the Premises that are approved in advance byCity.
11.2 Contractor will assure that Program Participants adhere to the Services hours set forth in
the Agreement. Earlier access may only be granted byarrangement.
11.3 Program Participants will not be allowed to congregate or loiter in front of the main
entrance of the Premises or in the parking lot prior to 8:00 am or after S:OOpm.
Professional Services Agreement btw CoFW and Armed Farces Mission for
"Lead Learn Listen" Training — Exhibit B Page 17 of 18
.. =
VERIFICATION OFSIGNATURE AUTHORITY
Exccution of this Si�nature Verification Form ("Fonn") hcrcby ccrtif ics that the Following individual�
and'or �ositions liavc thc authority to lcgally bind Vcndor and !o cxccutc any agrccmcnt, amcnd►ncnt <�r
changc ordcr un bchalf of Vcndor. Such binding authority has bccn grantcd by proper ordcr, resoluti��n,
ordinancc or othcr authorization of Vcndor. City is fully cntitled to rcly on thc warranty and re�rescntation
set torth in this Fonn in entering into any agrecment or amendment witli Vendor. Vendor will submit an
updatcd Form within tcn (10) busincss days tf thcrc are any changcs lo thc signatory authority. City is
cntiticd to ml�• on any current execu[cd Fonn until It rcccives a revised Fonn that has been properly executed
bv Vendor.
Namc:
Position:
S i ��naturc
Namc:
Position:
Signaturc
Name:
Position :
Si�nature
'�lame: Kenneth Lou Koon �
Position :President /
� �
. _�
Si�mature