HomeMy WebLinkAboutContract 55803CSC No. 55803
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 COLT'S
MANUFACTURING COMPANY LLC. ("Contractor"), acting by and through Aaron Sedberry its duly
authorized LE Armor Training Manager, COLT'S MANUFACTURING COMPANY LLC. 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, off►cers, employees, and directors.
AGREEMENT DOCUMENTS
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Facilities Use Requirements;
4. Exhibit C— Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of E�ibits 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 "Colt Armorer Course for Rifles-Carbines-Sub-Machine Guns"
training for law enforcement personnel ("Services"). Each day of the scheduled training, Contractor shall
provide training from 8:00 am to 5:00 pm, Central Standard Time. Services shall be performed at the Bob
Bolen Public Safety Training Complex located at 511 W. Felix Street, Fort Worth, Texas 76115, Gun Range
(`Premises"). The 2021 training is scheduled to take place beginning on August 4, 2021 and ending on August
6, 2021. City and Contractor may agree to reschedule the dates of the training, but any such rescheduling shall
be at the City's sole discretion. The training is further described in E�hibit A, which is attached hereto and
incorporated herein for all purposes.
2.0 TERM
This Agreement shall become effective upon execution by the Deputy City Manager referenced above
and shall expire on June 30, 2022 at 11:59pm, unless terminated earlier in accordance with the terms of this
Agreement. This Agreement may be renewed for four (4) one year renewals at the City's option, each
"Renewal Term." The City shall provide Contractor with written notice of its intent to renew at least thirty
(30) days prior to the end of each term. In the event of a renewal, Services far the Renewal Term will be
scheduled through written mutual agreement of the Parties within 30 days of such Service and such Service
shall be subject to the tenns and conditions of this Agreement.
3.0 COMPENSATION
The maximum amount to be paid to Contractor by City for all services provided pursuant to or in
relation to this Agreement shall not exceed ten thousand dollars ($10,000.00) per training session. In no
Professional ServicesAgreement OFFICIAL REC�RD
CoFW andColYsManufacturingCompanyLLC CITY SECRETARY
Page 1 of 20
FT. VIlORTH, TX
event will City pay an amount exceeding ten thousand dollars ($10,000.00). Upon completion of each
training session, Contractor must submit an invoice for payment. Contractor shall not be entitled to receive
any compensation or money from City for any services under this Agreement unless City requests and approves
in writing the additional costs for such services.
Payment for Services shall be due within thirly (30) days of uncontested performance of the particular
services so ordered and receipt by the City of Contractor's invoice for payment.
4.0 TERNIINATION
4.1. Written Notice. City or Contractor may terrninate this Agreement at any time and for any
reason by providing the other pariy with 10 days' written notice of termination.
4.2 Non-ap�ropriation 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 will terminate on the last day ofthe 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 priar to
the Expiration Date, City will pay Contractor for services actually rendered up to the effective date of
termination and Contractor will continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date oftermination. Upon termination ofthis Agreement for any reason,
Contractor will 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 must 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/visuai 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 10 (ten) participants. If, the enrollment minimum is not
met, the parties agree to confer in good faith regarding whether to reschedule or cancel the Services.
Contractor will provide at least one (1) qualified instructor ("Instructor") for the training program who
will facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
The City shall report training hours to the Texas Commission on Law Enforcement (TCOLE) for
all participants who have a valid TCOLE P[D number. Contractor must provide the City the following:
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 2 of 20
Pre-Course:
� Instructor Biography(ies)
� Course Syllabus/Schedule
Post-Course:
� Provide all participants with a 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
[nformation 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.
6.4 Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly
notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
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.
Professional Services Agreement
CoFW and Colrs Manufacturing Company LLC
Page 3 of 20
Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a
valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
Agreement at 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 subContractor of Contractor. Neither Contractor, nor any officers, agents, servants,
employees or subContractor of Contractor shall be entitled to any employment benefits from City.
Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subContractor.
10. LIABILITY AND INDEMNIFICATION
10.1 LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, 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.
] 0.2 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
BUSINESSAND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 4 of 20
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Contractor 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 modi�ies 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 moditication does not
materially adversely affect City's authorized use of the software and/or documentation; or (c) replace
the software and/or documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to 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, obiigations 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
Professional ServicesAgreement
CoFW and Colt's Manufacturing Company LLC
Page 5 of 20
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 Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Contractor of any violation of such laws, ordinances, rules
or regulations, Contractor shall immediately desist from and correct the violation.
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 6 of 20
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subContractors and successars 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 delivered when (1) hand-delivered to the other parly, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confrmation of the transmission, or (3) received
by the other parly by United States Mail, registered, return receipt requested, addressed as follows:
To The CITY:
Ciry 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:
Anna Lokteva
Email alokteva@coh.com
Senior Accountant
Colt's Manufacturing Company LLC
545 New Park Ave
West Hartford, CT 061 10
16.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
Contractor , any person who is or has been employed by the other during the terrn 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.
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 7 of 20
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution af this Agreement, City does not waive or surrender
any af its governmental powers or immunities.
18A NO WAIVER
The failure of City or Contractor to insist upan the performance of any term or provision of this
Agreement or to exercise any right granted herein s3�a11 not constit�te a waiver of City's or Contractor's
respective right to insist upon appropriate perfarmance or to assert any such right on any f�ture occasion.
19A GOVERNING LAW 1 VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any actio�i,
w}�ether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts lacate� in Tarrant County, Texas or the United 5tates District Court �or the Northern
District of Texas, Port Worti� 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 he affected or impaired.
21.0 FORCE MAJEiJRE
City and Vendor shall exercise their best efforts to meet their respective duties and ob�igations as set forth
in this Agreement, but shall not be heid liable for any delay or omission in performance due to force majeure
or other causes beyond their reasonable contral, including, but not limited to, compliance with any
government law, ordinance or regulation, acis of God, acts of the public enemy, fires, strikes, lockauts,
natural disasters, wars, riots, epiciemics or pa.r�demics, �naterial or labor restrictions by any governmental
authority, transportation problems, restraints or prohibitions by any court, board, department, cammission,
or agency of the ilnited States or of any States, civil disturbances, other national or regional emergencies,
andlor any other similar cause not enumerated herein but which is beyond the reasonable control of the
Party whose performance is affected (collectively "F'orce Majeure Event"). The performance of any suct�
obligation is suspended during tY�e periad of, and only to the extent of, such prever�tion or hindrance,
provided the affecteei Party provides notice of the Force Majeure Event, and an eYplanation as to how it
hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after
the occurretic� of khe Force Majeure Event. The form of notice required by this section shall be the same
as section 15 above.
22.Q HEADINGS NOT CONTROLLING
Headings and titles useci in this Agreement are for reference purposes only, shall not be deemed a
part afthis Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
Professkonal ServicesAgreement
CoFW and Colt's NSanufacturing Company LLC
Page S of 20
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 shal l 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
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 ofthis warranty within thiriy (30)
days from the date that the services are completed. In such event, at Contractor's option, Contractor shall
either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming services.
28A IMMIGRATION NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Contractor shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Contractor employee who is not legally eligible to perform such services.
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.
Professional ServicesAgreement
CoFW and Colt�s Manufacturing Company LLC
Page 9 of 20
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-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 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 "C." Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
31.0 CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Contractor has fewer than 10 employees or this 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
Professional ServicesAgreement
CoFW and Colt's Manufacwring Company LLC
Page ] 0 of 20
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)
Professional ServicesAgreement
CoFW and Colt's Manufacturing Company LLC
Page 11 of20
ACCEPTED AND AGREED:
CITY OF FORT WORTH
�'�^"°�I �
By: Jesus Chapa (Jun 2, 20�116^ 0�
Name: Jesus J. Chapa
Title: Deputy City Manager
APPROVAL RECOMMENDED:
By:
Name
Title:
Neil NoqKes
Neil Noakes (Jun 2, 202113:31 CDT)
Neil Noakes
Chief of Police .d�� u
�� � FORT���
a
o��i
��o ��
pvo o=
�P�° o�<
����� rEXA?q.ap�
ATTEST:
By. `v�U �' 0
Name: Mary J. Kayser
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
���«�
By:asna Kan� ���n i, zou�
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND
LEGALITY:
� (�,..-�—
By:
Name: Taylor C. Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
Colt's Manufacturing Company LLC
By: ��✓�l�
Name: Aaron Se berry
Title: LE Armor Training Manager
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 12 of 20
OFFICIAL REC�RD
CITY SECRETARY
FT. VIlORTH, TX
EXHIBIT A— SCOPE OF SERVICES
O�T� COLT'S MANIIFACTURING COMPANY LLC
P O PO'i 1368, H.ARTFORD. CONNECTICCTT fK1441 S6fi, 360??36-5311
l. Varif�� studant attendanca b�� chacking id�ititication ���ith provided rostac Coursa is
restricted to active La�+� Enforc�ment, Co�rections, 2�4ilitary, Nuclear Security or those
authorized bv Colt.
2. Email roster of attendzes w�ith ti•zrifizci names.
COLT WILL PROVIDE
1. lnstn►ctor.
2. 'Craining materials. (h4anuals and handouts)
3. 'I'raining tools.
4. 'I'raining weapons.
5. Hu�ds-on training
6. Complimcntary student slots to the host agency based un eiirollment. CA►e
Complimentary slot for the iirst 15 paid students an additional Complimentary
slot for 20 paid studc�nts.
7. All coursz re� stration and cot►rse c;nrollment.
R. Ro,ter of all �;nrolled studcnt�� prior to course.
•(:ourses are �cJ 1 lo.kcci into the schedutc untii an Instructor has been assigned'
M/16 — AR-15
ARMORER'S SCHOOL
Rifles-Carbines-Sub-Machine Guns
Dav (h�e
i hour
i hour
1 hour
2 hours
3 hours
llay Two
1.5 hours
1 hour
1.5 hotus
2 hours
1 hour
1 hour
Day Three
1 hour
45 min
30 min
1.5 hours
1 hour
1 hour
(AIl courses be�in at (1Qi00)
Brief liistory, design, nomet�clature, variants, teatwes and contro)s
Field disassembly, reassembly and f'unction check
Tlieory a��d cycle of operation
Complete and detaited disassembly, parts identificatian
Restisemhl} dnd inspection
{:UI courses begin at 08W)
Comptete and datailed disassembl�•
Remor•a( and installaiiun of bancl and frunt sight assc►nbly
D�,�iUn changes and parts intcrcl�angcability
Reassembly and inspc;etion
fieadspace, firing pin protru�ion, gas riibe atignment inspe�~tions
Fire cuntrol theon'. design and unauthorized mudifications.
(All courses begin at (�00)
Maintenance and trouble shooting
•�PP���ation of specifc models
Rifle disass�ttbly
Rifle reasszinbly and inspection
Written Test
Test-Disassembly of Rifle
Professional ServicesAgreement
CoPW and ColYs Manufacturing Company LLC
Page 13 of 20
o�T�
COLT'S MANLTf�ACT'URING COMYANY LLC
P.O. BOX 186R, HARTFC7RD, CO2v'NECTIc`i'T f�Cta�i-1868, R6i1/23fi-631 i
1.5 hours Test-Reassembly of Rifle
15 mu� Instructor%coutse evaluatirn�
1911 MODEL "O" FRAME HAlYDGUNS
ARMORER'S SCHOOL
DAY ONE (1) (AU cour�es begin af 0800)
1 Hour Brief history. design, nomenclature, variants. features & c;ontrols.
1 Ilour Field disatsembly. reassembiy and safet<< function check.
1 iiour Tlieory and cycle of operation�'Pire control theorv.
2 Hours Conipletc dc�tailed disassembly and parts identificatiun.
2 Hours Reassembh�. inspcetians and function checl:s.
1 Hour b4aintc,�iance and irouhle shooting.
DAY TWO (2) (All couises begin at 08'00)
1 Hour
1 Hour
1 I�nar
1 Hour
1 Hour
1 Hour
30 ?�fin
1 Hour
30Min
Ea2ractor running, adjusUnent 7 fitting.
Fitting and safetv chcek of thwnb safety.
Fitting and safety check of grip sxfety.
T'uning & polishing of internal parts & frame.
WRITI�N �ES'C
Test eva(uations and Que�tion 8c Answer session.
TEST - disassembly of pistol.
TEST - reassembly of pistol, final inspection and function check.
Instructor/Course evaluation.
SYMBOL C)F QCALIT Y" SiAICE 1836 �
Professional ServicesAgreement
CoFW and Colfs Manufacturing Company LLC
Page 14 of 20
EXHIBIT B
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 "Classic Line Pistol Armorer" 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 at 7:00 am to 5:00 pm on the
scheduled class dates, 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.
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 15 of 20
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.
3A HOLDOVER TENANCY
3.1 Holdover Tenancy. Unless terminated earlier pursuant the terms of this Agreement, this
Agreement will expire without further notice when the Term expires. Any holding over by Contractor after
the Term expires will not constitute a renewal of the Agreement ar 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 within 24
hours prior to schedule start time. In case of emergency or Force Majeure Events, the
Contractor must notify the City promptly upon learning of such emergency or Force
Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.6 Report any maintenance or repair needs to the City as soon as practicable.
4.1.7 Contractor agrees to notify City promptly upon the receipt of any claim or
lawsuit brought in connection with any injury, death, or damages at the Premises.
Contractor agrees to make its officers, representatives, agents, and employees
available to City, at all reasonable times, for any statements and case preparation
necessary for the defense of any claims or litigation for which City may be
responsible hereunder. Contractor shall place language in its contracts with
contractors and subcontractors that contractors shall notify City as required by
Contractor in this subsection.
Professional ServicesAgreement
CoFW and Colt's Manufacturing Company LLC
Page 16 of 20
4.1.12 While City will commission and oversee all repairs, Contractor will
reimburse City for any repairs that are made for any damage that occurs during
Services hours.
4.1.15 City will provide Contractor with necessary keys and security codes for
access to the Premises.
4.1.16 Contractor will notify City immediately if the security of the Premises is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at
the Premises for the ordinary and intended use of such, which includes lighting,
heat and air conditioning, and water. City shall not be liable or responsible for
accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for their intended purpose.
4.2.4 Ensure the Premises is ready for set up by Contractor in accordance with
any reasonable requests of the Contractor.
5.0 LIENS
5.1 Contractor shall do no act or make any contract that may create or be the foundation for
any lien upon or interest in any City properly. Any such contract or lien attempted to be created or filed
shall be void. Should any purported lien on City property be created or fled, 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 financia(
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.
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, sanitar}�, 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 perrnit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other properiy 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.
Professional ServicesAgreement
CoFW and Colt�s Manufacturing Company LLC
Page 17 of 20
63 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
by the Contractor. The costs of repairing any damage to the Premises shall be immediately due and payable
by the Contractor upon Contractor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City, Contractor may place any signs within the
Premises necessary to indicate Contractor's name and location. Any sign shall be prepared and installed by
the Contractor, at the sole cost of Contractor, in accardance with applicable rules and regulations of the
City and in keeping with the Premises' decor. Any special requirements of Contractor contrary to the above
must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
7.1 If either party is unable, either in whole or part, to fulfill its obligations under this License
due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
blockades; insurrections; riots; epidemics; public health crisis; earthquakes; fires; floods; restraints or
prohibitions by any court, board, department, commission or agency of the United States or of any state;
declaration of a state of disaster or of emergency by the federal, state, county, or City government in
accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the
United States Department of Homeland Security or any equivalent alert system that may be instituted by
any agency of the United States; any arrests and restraints; civil disturbances; or explosion; or some other
reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such event. If a
Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its
Premises, parks, or other City-owned and operated properties and facilities in the interest of public safety
and operate them as the City sees fit. Contractor hereby waives any claims it may have against the City for
damages resulting from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
8.1 In providing use of the Premises by Contractor, City does not relinquish the right to control
the management of the Premises, or the right to enforce all necessary and proper rules for the management
and operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement; maintaining, repairing, or altering the Premises; or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal
state or local laws, rules or regulations. In the event of an emergency, no advance notice from Ciry is
required.
Professional Services Agreement
CoFW and ColYs Manufacturing Company LLC
Page 18 of 20
9.0 LICENSES AND PERMITS
9.1 Contractor shall, at its sole expense, obtain and keep in effect all licenses and
permits necessary for its operations.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the
following upon termination or expiration of the Agreement:
10.1 Prior to the effective date for expiration or termination of the Agreement,
Contractor shall promptly remove all of its personal property; provided, however, Contractor shall
not be obligated to remove any fixtures. Contractor shall also repair any damage to the Premises
that occurred during Contractor's use of the Premises, including, but not limited to, any damage
that Contractor causes during removal of Contractor's property, to the reasonable satisfaction of
the City.
10.2 If Contractor fails to comply with its obligations in this Section, City may, at its
sole discretion, (i) remove Contractor's personal property and otherwise repair the Premises and
invoice Contractor for City's costs and expenses incurred, such invoice to be due and payable to
City within thirty (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 of termination.
11.0 ACCESS
11.1 Contractor will only use areas of the Premises that are approved in advance by City.
11.2 Contractor will assure that Program Participants adhere to the Services hours set
forth in the Agreement. Earlier access may only be granted by arrangement.
11.3 Program Participants will not be allowed to congregate or loiter in front of the main
entrance of the Premises or in the parking lot prior to 8:00 am or after 5:00 pm.
Professional Serviccs Agreement
CoFW and Colt's Manufac[uring Company LLC
Page 19 of 20
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
Name: ���� f,.%fjf �'�
Position: �.��z�„� ���y��
��
Signature
Name:
Position:
Signature
Name:
Position:
Signature
Name: ��2 J-' Zf (�� Z�Eu-�
1��,�..-�
Signature of President / CEO
Other Title:
Date: �� �
Professional Services Agreement
CoFW and Colt's Manufacturing Company LLC
Page 20 of 20