HomeMy WebLinkAboutContract 56279 CSC No. 56279
PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT
("Agreement") is made and entered into by and between the CITY OF FORT WORTH (
"City"), a home rule municipal corporation, acting by and through Jesus J. Chapa, its duly
authorized Deputy City Manager, and Kimberly Papillon, Esq. ("Contractor"), an individual.
For purposes of this Agreement, the term Contractor shall include Contractor, its authorized
representatives,officers,employees,and instructors who provide services on Contractor's behalf.
The term City shall include its authorized representatives, officers, employees, and directors.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B — 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
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 a training class entitled"The Neuroscience of Decision-Making
in Law Enforcement" for law enforcement personnel who are employees of the Fort Worth Police
Department (hereinafter "the Classes" or individually "the Class"). The Classes will be provided
between the dates on August 30,2021—December 31,2021 ("Services"). The Contractor will present
15-17 Classes and train all of the approximate 1,750 sworn positions. Each presentation will last for
7 hours (inclusive of breaks). The presentations will be scheduled to begin no earlier than 9:30
am Central Time and end no later than 5 pm Central Time. At least 4 of the lectures will be held
to accommodate police officers who work the evening shift. These 4 Classes will begin no earlier
than 1:00 pm Central Time and end no later than 11:00 pm Central Time.
City and Contractor agree that all training must be completed by December 31,2021 unless there is
a delay due to Covid 19 (see below section on Covid 19 extension of time). Contractor shall, in
accordance with the terms of this Agreement,be allowed use of the Auditorium at the Bob Bolen
Public Safety Training Complex located at 511 W. Felix Street, Fort Worth, Texas 76115
("Premises")in providing the Services.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on
December 31,2021 on the last day of the Services that are the subject of this Agreement,
whichever comes first unless the time for completeion is extended due to Covid 19.
Professional Services Agreement
City of Fort Worth and LSI Scan
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
3.0 CONSIDERATION& COMPENSATION
3.1 Enrollment Fee. The standard prescribed fee that Contractor charges for the Classes
is $57,000 (the"Enrollment Fee") for 15-17 days to train approximate 1,750 officers. Under no
circumstances shall City be held liable for the Enrollment Fee of any attendee of the training who is
not an employee of the City. Only employees of the Fort Worth Police Department will attend the
Classes unless both the City (or Representatives of the FWPD) and Contractor both agree in writing
to an exception. The maximum amount to be paid to the Contractor by City for all Services
performed and expenses incurred hereunder shall not exceed$57,000. Contractor shall not perform
any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Contractor not specified by this Agreement unless City first approves
such expenses in writing.
The fee will be paid in three (3)parts. The first payment$19,000 (1/3 rd) of the full fee to be paid on
or by September 8, 2021. The second payment $19,000 (1/3rd) of the full fee to be paid on or by
November 1, 2021. The third payment $19,000 (1/3rd) of the full fee, to be paid on the day of the
last presentation.
Contractor must register with City and set up ACH payments. Payment will be made by ACH
payment directly to the Contrator . Contractor to submit invoice 10 days prior to the payment due
date.
Contractor will pay for her hotel and flight.
4.0 TERMINATION
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing the other party with at least 60 days' written notice of termination prior to the beginning of
the Classes. Contractor may terminate this Agreement at any time and for any reason by providing
the other party with at least 10 days' written notice of termination prior to the next scheduled Class.
Additionally, Contractor may cancel and reschedule courses if she provides at least 14 days-notice
and if she reschedules the course before December 31, 2021 unless the Contract is extended due to
Covid 19 (see below).
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to
its natural expiration, If this Agreement is terminated by the City before its completion then
Contractor will retain the first payment(due on September 1 , 2021) and the second payment(due
on October 14 1, 2021). If first or second payment has not been delivered prior to the City
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terminating the Contract then the City will send the first and second payment(s)via check through
express mail next day air, no less than 10 days after the date the City terminated the Contract.
Additionally, if the City terminates the Contract and Contractor has already taught more than 10
Classes then the City will pay the Contractor$3,800 for each Class provided beyond the 101'Class.
The payments for the Classes provided beyond the I01h Class will be made within 10 days of the
date of termination of the Contract by the City. If this Agreement is terminated by the Contractor
before its completion then the City shall be given a refund in the amount of all money paid to the
Contractor minus $3,800 per each class the Contractor taught per this agreement. Additionally,
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 Citv shall be responsible for providing the Classroom facilities and audio/visual
equipment needed by Contractor. Contractor will not pay rent or fees for use of the classroom
facilities, equipment or any teaching facility that the City provides for the Classes. The City will
provide the following equipment in the classroom:
internet access;
a meeting room for the presentation that is large enough for all audience members to sit
comfortably and that had adequate shading so that the room is not flooded with sunlight;
a roving/wireless lapel microphone (a lavalier) (neither a wireless over the ear microphone nor a
handheld mircrophone can be used);
a PowerPoint projector with a VGA or HDMI connection;
USB-C adapter(s) for the MacBook Pro 2020 and 2021 that will connect to both HDMI and VGA
projector systems;
a large visible screen for slide display;
a tall podium on the stage or at the head of the room(not simply a table or desk)where Contractor
can place her laptop or tablet so that Contractor can easily reach and operate the laptop or tablet
throughout the presentation without the need for a remote slide advancer or remote mouse;
a cord that is long enough to stretch from the projector to the front of the room so that it can easily
attach to Contractor's laptop or tablet at the front of the presentation room (please see the section
on cords below);
either audio speakers that can attach to a laptop/tablet or sound capable equipment so that the
videos played from Contractor's laptop may be heard throughout the room; and
if the stage is a temporary raised-stage please confirm that it measures at least 20 feet by 20 feet.
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The City agrees to notify contractor of any equipment that is not available by August 30, 2021.
Contractor also agrees to provide the City with information regarding the classroom size necessary to
conduct the training by August 30, 2021.
The minimum enrollment for Services is ten (10) participants. If the enrollment minimum
is not met, the parties agree to confer in good faith regarding whether to reschedule or cancel the
Services.
The City requires a two (2) week (14 calendar days) notification prior to the scheduled
training if changes are made to the Contractor's course schedule or materials.
Contractor will provide at least one (1) qualified instructor ("Instructor") for the training
program who will facilitate the Services.
The presentation will not be recorded by video or by audio or photographed in any way without
the express written consent of Contractor. Such written consent is not provided as part of this
agreement.
All course materials,handouts, worksheets, solution sets (hereinafter"Course Materials")
authored or created by Contractor and provided to the City are and will remain Contractor's
intellectual property. Contractor agrees to provide the City with course materials during and/or after
the Classs pertinent to the subject areas to be covered.
The City or represenatives of the FWPD will copy, distribute and/or email Course Materials to the
Class participants. The Course Materials will be distributed only to course participants who
attended the course. Course materials will not be posted online or in hardcopy in any way that
provides access to non-participants.
Contractor's Prezi, PowerPoints, videos or graphics displayed or projected on the screen by
Contractor during the presentation will not be photographed or recorded by camera, phone or
screenshot. They will not be distributed or displayed outside of the in-person or online Class.
The City or Represenatives of the FWPD will will provide course registration,
administration, and certificates of completion, if appropriate.
The City or Represenatives of the F\VPD will provide certificates of completion within
seventy-two (72) hours of the City's submittal of the final roster. Certificate of completion to
include:
• Participant Name
• Course Name
• Course Date
• Total Training Hours
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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 parry without the prior written
approval of City.
6.3 Unauthorized Access. Contractor shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete, or otherwise
corrupt City Information in any way. Contractor shall notify City immediately if the security or
integrity of any City Information has been compromised or is believed to have been compromised,
in which event Contractor shall in good faith use all commercially reasonable efforts to cooperate
with City in identifying what information has been accessed by unauthorized means and shall fully
cooperate with City to protect such City Information from further unauthorized disclosure.
7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property
defined as Premises in Section 1.0 of this Agreement. Contractor shall be escorted by a City
employee at all times while on Premises. The City employee escorting Contractor must be
authorized to access Criminal Justice Information Services ("CJIS") protected data. The parties
acknowledge and understand that the Premises contains one or more areas where CJIS protected
data is viewed, modified, and used. Furthermore, the parties acknowledge that federal and state
law set forth the access requirements for CJIS protected data. The parties agree to comply with all
federal and state law requirements regarding access to CJIS protected data.
Contractor shall sign in and out at the front desk of Premises upon entry and exit.
Contractor shall carry a valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers, and records, including, but not limited to, all electronic records of Contractor
involving transactions relating to this Agreement at no additional cost to City. Contractor agrees
that City shall have access during normal working hours to all necessary Contractor facilities and
shall be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. City shall give Contractor reasonable advance notice of
intended audits.
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9.0 INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent
Contractor as to all rights and privileges and work performed under this Agreement, and not as
agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Contractor shall have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers,agents,
servants, employees, consultants, and subcontractors. Contractor acknowledges that the doctrine
of respondeat superior shall not apply as between City, its officers, agents, servants, and
employees, and Contractor, its officers, agents, employees, servants, contractors, and
subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Contractor. It is further understood that City
shall in no way be considered a co-employer or a joint employer of Contractor or any officers,
agents, servants, employees,or subcontractors of Contractor. Neither Contractor,nor any officers,
agents, servants, employees, or subcontractors of Contractor shall be entitled to any employment
benefits from City. Contractor shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants, employees, or subcontractors.
10.0 LIABILITY AND INDEMNIFICATION
10.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANYAND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
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, INCLUDING DEATH, TO ANY AND ALL
PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS A GREEMENT, 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 modifies or misuses the software and/or documentation. So long as Contractor bears
the cost and expense of payment for claims or actions against City pursuant to this section,
Contractor shall have the right to conduct the defense of any such claim or action and all
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negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City
for infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Contractor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Contractor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Contractor's duty to indemnify City under this Agreement. If the
software and/or documentation or any part thereof is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Contractor shall, at its own expense and as City's sole remedy, either:
(a) procure for City the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d)if none of the foregoing alternatives are reasonably available
to Contractor,terminate this Agreement and refund all amounts paid to Contractor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
11.0 ASSIGNMENT AND SUBCONTRACTING
11.1 Assi ng ment. Contractor shall not assign or subcontract any of its duties,obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Contractor under
which the assignee agrees to be bound by the duties and obligations of Contractor under this
Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under
this Agreement prior to the effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a
written agreement with Contractor referencing this Agreement under which subcontractor shall
agree to be bound by the duties and obligations of Contractor under this Agreement, as such duties
and obligations may apply. Contractor shall provide City with a fully executed copy of any such
subcontract.
12.0 INSURANCE
Contractor shall provide City with Certificate(s) of Insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
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12.1 Coverau and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$1,000,000 - Aggregate
12.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of 30 days' notice of cancellation or reduction in limits of coverage
shall be provided to City. Ten(10)days' notice shall be acceptable in the event of
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 the City's Risk Management Office.If the rating is
below that required,written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor commencing any work
pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES,AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state, and local laws, ordinances,rules,and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations. If City notifies Contractor of any violation of such laws, ordinances,
rules, or regulations, Contractor shall immediately desist from and correct the violation.
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors, and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
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VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
15.0 NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when: (1) hand-delivered to the other party, its agents,
employees, servants, or representatives; (2) delivered by facsimile with electronic confirmation of
the transmission; or(3)received by the other party by United States Mail,registered,return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Jesus J. Chapa
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:
Kimberly Papillon, Esq.
12 Thunderbird Court
Oakland, California 94605
(510) 333-6622
kimberly_papillonkyahoo.com
16.0 SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a
period of one (1) year after its termination, solicit for employment or employ, whether as an
employee or independent contractor, any person who is or has been employed by the other during
the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either parry who
responds to a general solicitation of advertisement of employment by either party.
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17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or
surrender any of its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision
of this Agreement, or the failure to exercise any right granted herein, shall not constitute a waiver
of City's or Contractor's respective right to insist upon appropriate performance or to assert any
such right on any future occasion.
19.0 GOVERNING LAW/VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,
venue for such action shall lie in the state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas, Fort Worth Division.
20.0 SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired.
21.0 FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement,but shall not be held liable for any delay or omission in performance
due to force majeure or other causes beyond their reasonable control,including,but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, 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, and/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 hinders the party's performance, as soon as reasonably possible, as
determined in the City's discretion, after the occurrence of the Force Mai cure Event. The form of
notice required by this section shall be the same as section 15 above.
Covid 19 Extension
If the City or Contractor must reschedule a Class due to Covid 19 or a Covid variant Circumstances
(as defined below) then the Contract is not void or cancelled. If the City must reschedule a Class
due to Covid 19 or a Covid variant Circumstances (as defined below)then the City is not required
to provide 60 days-notice but must provide written and telephonic notice to Contractor. If
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Contractor must reschedule a Class due to Covid 19 or a Covid variant Circumstances (as defined
below) Contractor is not required to provide 14 days-notice but must provide written or telephonic
notice to the City of the appropriate Fort Worth Police Department representative. If the City or
Contractor must reschedule a Class due to Covid 19 or a Covid variant Circumstances (as defined
below) one or more of the Classes must be cancelled then the time to complete/reschedule the
Classes will be extended to June 30, 2022. "Covid 19 or a Covid variant Circumstances" are
defined as any of the following:
There is an outbreak or resurgence of Covid 19 or a Covid variant that causes the City, CDC or
another government entity to enact restrictions that prevent, forbid or recommend against indoor
gatherings of more than the minimum number of Class participants;
There is an outbreak or resurgence of Covid 19 or a Covid variant that causes the City, CDC or
other government entities to enact restrictions that prevent, forbid or recommend against air travel
within the United States or travel to Fort Worth, Texas; or
There is an outbreak or resurgence of Covid 19 or a Covid variant that is not prevented by available
vaccines accessible to Contractor and/or the outbreak or resurgence would endanger the health of
Contractor if she travels to or stays in Fort Worth, Texas.
22.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be
deemed a part of this Agreement, and are not intended to define or limit the scope of any provision
of this Agreement.
23.0 REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to review
and revise this Agreement and that the normal rule of construction that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
or Exhibits "A," "B," "C," or "D."
24.0 AMENDMENTS /MODIFICATIONS /EXTENSIONS
No amendment,modification, or extension of this Agreement shall be binding upon a party
hereto unless set forth in a written instrument executed by an authorized representatives of both
parties.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits "A," `B," "C," and "D" contains the entire
understanding and agreement between City and Contractor, their assigns, and successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent that it conflicts with any provision of this
Agreement.
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26.0 COUNTERPARTS
This Agreement may be executed in one or more counterparts, and each counterpart shall,
for all purposes, be deemed an original, but all such counterparts shall together constitute one and
the same instrument.
27.0 WARRANTY OF SERVICES
Contractor warrants that its services will be of a professional quality and conform to
generally prevailing industry standards. City must give written notice of any breach of this
warranty within 30 days from the date that the services are completed. In such event, at
Contractor's option, Contractor shall either (a) use commercially reasonable efforts to re-perform
the services in a manner that conforms with the warranty, or (b) refund any fees paid by City to
Contractor for the nonconforming services.
28.0 IMMIGRATION AND NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who
perform work under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Contractor shall adhere to all federal and state laws as well as establish
appropriate procedures and controls so that no services will be performed by any Contractor
employee who is not legally eligible to perform such services. CONTRACTOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR,CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately
terminate this Agreement for violations of this provision by Contractor.
29.0 OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation which are created, published, displayed, and/or produced solely and exclusively
for the services provided under this Agreement(collectively"Work Product"). Further, City shall
be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other
proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the
benefit of City from the date of conception, creation, or fixation of the Work Product in a tangible
medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product
shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as
amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-
made-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
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 12 of 21
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.
The statemenst made by Contractor during the Class, the Course Materials, PowerPoint slides,
Prezi graphics or any other displayed graphics created, arranged on the Prezi or PowerPoint
displays, or designed by Contractor and used in the Classes (hereinafter "Course Content") will
not be Work Product as described in the preceding paragraph. All Course Content authored,
created or stated by Contractor and provided to the City are and will remain Contractor's
intellectual property. The course materials will be distributed only to course participants who
attended the course. Course materials will not be posted online or in hardcopy in any way that
provides access to non-participants.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority has been
granted by proper order,resolution,ordinance, or other authorization of the entity. This Agreement
and any amendment hereto may be executed by any authorized representative of Contractor whose
name, title, and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "D." Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
31.0 CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of Contractor or an authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the state indicating such change, copy of the board of
director's resolution approving the action,or an executed merger or acquisition agreement. Failure
to provide the specified documentation may adversely impact future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Contractor has fewer than 10 employees or the Agreement is for less than $100,000, this
section does not apply. Contractor acknowledges that, in accordance with Chapter 2270 of the
Texas Government Code, the City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract, Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2)will not boycott Israel during the term of the contract.
(signature page follows)
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 13 of 21
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: J�sus J.Chapa(Sep T202120:43 CDT) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED:
By: Kelly Cle eland(Sep 3,202115:54 CDT)
Name: Kelly Cleveland
/(/gj�/�/D�`fe�f Title: Acting Sr. Contract Compliance
By: lakes(Sep 7,202120:29 CDT) Specialist
Name: Neil Noakes
Title: Chief of Police APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
�-
By: Taylor Pi its(Sep 3,2021 15:51 CDT)
Ronald P. GonzgZ ,5,_ 6f[ng�' S c�etAvX_
By: Ron aid P.Gonzales,Acting City Secretary(Sep8,202108:56CDT) Name: Taylor Paris
Name: Mary J. Kayser b�4��nw Title: Assistant City Attorney
a FoRr�a
p
Title: City Secretary � oo°°°°°°O°°°oo
00�o 0-" CONTRACT AUTHORIZATION:
poi o=� M&C: (None Required)
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Date Approved:
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Form 1295 Certification No.: N/A
Kimberly Papillon,Esq.
i
By:
Name: Kimberly Papillon Toure dba Kimberly
Papillon, Esq.
Title: Owner
Professional Services Agreement
City of Fort Worth and LSI Scan
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT "A"
SCOPE OF SERVICES
The parties agree as follows:
Contractor will provide no less than 14 and no more than 16 presentations to the audience designed
by City. The presentations will be provided between August 20 and December 31, 2021 in Fort
Worth, Texas. Each presentation will last for 7 hours (inclusive of breaks). The presentations will
be scheduled to begin no earlier than 9:30 am Central Time. At least 4 of the lectures will be held to
accommodate police officers who work the evening shift. These 4 Classes will begin no earlier than
1:00 pm Central Time and end no later than 11:00 pm Central Time.
The topic will include the role of neuroscience and implicit bias in decision-making in law
enforcement. The title of the presentation will be "The Neuroscience of Decision-Making in Law
Enforcement."
Contractor and City will collaborate on the title and program description but Contractor will have
the final approval of the title and course description. All hard copy,television,radio/audio, email or
online advertisements,marketing materials, photographs and save the date announcements for the
presentation(s)must be approved by Contractor before they are distributed,posted or released. Any
photos of Contractor used before or after the event,posted online or in print must be approved by
Contractor. The following terms phrases or words will not be used in the title, advertisements,cover
letter or preamble to advertisements, announcements, save-the-date notifications or descriptions of
the course:
civil rights;
movement;
racism;
sexism;
race;
sex;
homophobia;
heterosexism;
discrimination;
"me too"; and
prejudice.
Contractor reserves the right to use any of these terms during the presentation. However, she wishes
to have them associated with the presentation in the appropriate context to insure an effective learning
experience. The presentation will be provided as a single speaker.Neither party will add a speaker or
speakers to provide additional or accompanying presentations or a panel discussion during the time
prescribed for the single speaker presentation.
City has already been provided with one meeting to discuss the content of the presentation.
However, if City requests and if scheduling permits, Contractor will hold up to 2-one-hour
additional preparatory meetings via phone with the administrator(s)and/or committee member(s)
who can provide information about City's desired areas of focus.
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 15 of 21
City will provide:
• a meeting room for the presentation;
• a roving/wireless lapel microphone (a lavalier)
• a PowerPoint projector;
• a large visible screen for slide display;
• either audio speakers that can attach to a laptop/tablet or sound capable equipment so that
the videos played from Contractor's laptop may be heard throughout the room;
• a tall podium(the level at which the laptop or materials would lay should be at least 42
inches high)placed on the stage or at the front of the room;
• a cord with a VGA or HDMI connection that is long enough to stretch from the projector to
the front of the room
• the room, podium and connecting cords to projector will all be configured so that Contractor
can directly touch/reach and access and use her PC laptop, MacBook, Android tablet or iPad
tablet throughout the presentation.
The presentation will not be recorded by video or by audio or photographed in any way without the
express written consent of Contractor. Such written consent is not provided as part of this agreement.
All course materials,handouts,worksheets, solution sets (hereinafter"course materials")authored or
created by Contractor and provided to City are and will remain Contractor's intellectual property.The
course materials will be distributed only to course participants who attended the course. Course
materials will not be posted online or in hardcopy in any way that provides access to non-participants.
Contractor's Course Content (including but not limmted to Prezi, PowerPoints, videos or graphics
displayed or projected on the screen by Contractor during the presentation)will not be photographed
or recorded by camera, phone or screenshot. They will not be distributed or displayed outside of the
in-person or online Class.
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 16 of 21
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 "LSI Basic Course on Scientific Content Analysis (SCAN)" and
"LSI SCAN Advanced Workshop" 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 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.
2.3 Contractor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.4 Contractor may not use any part of the Premises for any use or purpose that violates any
applicable law, regulations, or ordinance of the United States,the State of Texas,the County of Tarrant, or
the City of Fort Worth, or other lawful authority with jurisdiction of the Premises.
2.5 Contractor understands and agrees that the parking areas at the Premises are not for the
exclusive use of the Contractor and that the City and the Premises' patrons may use the parking spaces at
any time.
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 17 of 21
3.0 HOLDOVER TENANCY
Unless terminated earlier pursuant the terms of this Agreement,this Agreement will expire without
further notice when the Term expires. Any holding over by Contractor after the Term expires will not
constitute a renewal of the Agreement or give Contractor any rights in or to the Premises,except as a tenant
at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement, the Fort
Worth Police Department and/or the City 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 NOT USE THE PREMISES FOR ANY PURPOSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.4 Report any maintenance or repair needs to the City as soon as practicable.
4.1.5 Contractor agrees to notify City promptly upon the receipt of any claim or lawsuit
brought by the Contractor in connection with any injury,death,or damages at the Premises.
Contractor agrees to make its officers, representatives, agents, and employees available to
City, at all reasonable times, for any statements and case preparation necessary for the
defense of any claims or litigation for which City may be responsible hereunder.Contractor
shall place language in its contracts with subcontractors that subcontractors shall notify
City as required by Contractor-in this subsection.
4.1.6 City will provide Contractor or the Fort Worth Police Department representative
with necessary keys and security codes for access to the Premises.
4.1.7 Fort Worth Police Department 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 its intended purpose.
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 18 of 21
4.2.3 Ensure the Premises is ready for set up by Contractor in accordance with any
reasonable requests of the Contractor.
5.0 LIENS
Contractor shall do no act or make any contract that may create or be the foundation for any lien
upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be
void. Should any purported lien on City property be created or filed, Contractor, at its sole expense, shall
liquidate and discharge the same within ten(10) calendar days after notice from the City to do so. Should
Contractor fail to discharge the same, such failure shall constitute a breach of this Agreement,and the City
shall have the right to terminate this Agreement immediately. However, Contractor's financial obligation
to City to liquidate and discharge such lien shall survive following termination of this Agreement and until
such a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, will not damage the Premises or all equipment. 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.
6.2 Contractor will not do any injury or damage to the Premises 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 by the Contractor, 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 direct act of
Contractor. The City shall demonstrate that the damage was done by Contractor and not the City employees
prior to requesting reimbursement.
7.0 FORCE MAJEURE
If either party is unable, either in whole or part, to fulfill its obligations under this License due to
acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections; riots; epidemics; public health crises; earthquakes; fires, floods; restraints or prohibitions by
any court,board, department, commission, or agency of the United States or of any state; declaration of a
state of disaster or of emergency by the federal, state, county, or City government in accordance with
applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of
the United States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond
the patties' 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 tit. Contractor hereby waives any claims it may have against the City for damages resulting
from any such Force Majeure Event.
8.0 RIGHT OF ENTRY AND INSPECTION
In providing use of the Premises by Contractor, City does not relinquish the right to control the
management of the Premises, or the right to enforce all necessary and proper rules for the management and
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 19 of 21
operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement;maintaining,repairing,or altering the Premises; or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal,
state, or local laws, rules, or regulations. in the event of an emergency, no advance notice from City is
required.
9.0 LICENSES AND PERMITS
Contractor shall,at its sole expense,obtain and keep in effect all licenses and permits necessary for
its operation.
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Contractor shall comply with the following
upon termination or expiration of the Agreement:
10.1 Prior to the effective date for expiration or termination of the Agreement, Contractor shall
promptly remove all of its personal property; provided, however, Contractor shall not be obligated to
remove any fixtures. Contractor shall also repair any damage to the Premises caused by the Contractor.
10.2 If Contractor fails to comply with its obligations in this Section, City may, at its sole
discretion, (i) remove Contractor's personal property and otherwise repair the Premises and invoice
Contractor for City's costs and expenses incurred, such invoice to be due and payable to City within thirty
(30)calendar days of its delivery to Contractor; or(ii)following no less than thirty(30)calendar days prior
written notice to Contractor,take and hold any of Contractor's personal property as City's sole property; or
(iii)pursue any remedy at law or in equity available to City.If Contractor fails to surrender the Premises to
City following termination or expiration of the Agreement, all liabilities and obligations of Contractor
hereunder shall continue in effect until such is surrendered.
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth(10th)
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 The Fort Worth Police Department will assure that Program Participants adhere to the
Services hours set forth in the Agreement. Earlier access may only be granted by prior written
arrangement.
11.3 Program Participants shall not congregate or loiter in front of the main entrance of the
Premises or in the parking lot.
Professional Services Agreement
City of Fort Worth and LSI Scan
Page 20 of 21
EXHIBIT "C"
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals have the authority to legally bind Contractor and to execute any agreement,
amendment, or change order on behalf of Contractor. Such binding authority has been granted by
proper order, resolution, ordinance, or other authorization of Contractor. City is fully entitled to
rely on the warranty and representation set forth in this Form in entering into any agreement or
amendment with Contractor. Contractor will submit an updated Form within ten(10)business days
if there are any changes to the signatory authority. City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by Contractor.
Name:
Title:
Not applicable
Signature
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement
City of Fort Worth and LSI Scan
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