HomeMy WebLinkAboutContract 58327 CSC No. 58327
PROFESSIONAI. 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 (the "City"), a home rule
municipal corporation,acting by and through Fernando Costa,its duly authorized Assistant City Manager,
and FBI-LEEDA, Inc., ("Contractor"), acting by and through Mark Clark its duly authorized Chief
Operating Officer. For purposes of this Agreement, the term Contractor shall include Contractor, its
authorized representatives, officers, employees, and instructors who provide services on Contractor's
behalf. The term City shall include its authorized representatives,officers,employees,and directors.
AGREEMENT DOCUMENTS
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Rental Fees and Policies
4. Exhibit C—Facilities Use Requirements;
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A,B,C and D which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,C or D and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1.0 SCOPE OF SERVICES
Contractor will conduct various trainings to advance the science and art of law enforcement leadership
and promote the exchange of information to improve law enforcement management practices through training,
education,and networking among police professionals across the United States for law enforcement personnel.
The Contractor will conduct five training sessions,each lasting 28 hours.The first session will begin on October
17,2022 and end on October 21,2022. The remaining sessions continue as outlined in the table below. Each
day,Contractor shall provide training from 8:30 am to 4:30 pm,Central Time.Contractor shall,in accordance
with the terms of this Agreement,be allowed use of Classroom 1233 or 1166 at the Bob Bolen Public Safety
Training Complex located at 511 W. Felix Street, Fort Worth, Texas 76115 ("Premises") in providing the
Services to both City and outside,non-City law enforcement personnel.The scope of services to be provided by
Contract is further described in Exhibit A.
OFFICIAL RECORD
CITY SECRETARY
Professional services Agreement
COFw and FBI-LEEDA,Inc. FT. WORTH, TX
Page 1 of 37
Days #of Cost Per Total for Cost
Course Dates Hrs Free Student Free Seats Room for
Seats Room
FBI LEEDA 10/17/2022- 5 $695 $2,085 $3,550
Supervisor 10/21/22 28 3 Room 1233
FBI LEEDA 2/13/2023- 28 5 3 $795 $2,385 Room 1233 $3,550
Command 2/16/2023
FBI LEEDA 3/20/2023- 28 5 3 $795 $2,385 Room 1166 $2,375
Executive 3/23/2023
FBI LEEDA 4/17/2023- 5 $795 $2,385 $2,375
Command 4/20/2023 28 3 Room 1166
FBI LEEDA 8/7/2023- 28 5 3 $795 $2,385 Room 1166 $2,375
Supervisor 8/10/2023
Total: $11,625 Total: $14,225
2.0 TERM
This Agreement shall begin on October 1,2022("Effective Date")and shall expire on September 30,
2023 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). Upon
the expiration of the Initial Term,the Agreement shall renew under the same terms and conditions for up to four
(4)one-year renewal periods,unless City or Contractor provides the other party with notice of non-renewal at
least 30 days before the expiration of the Initial Term or renewal period.
3.0 CONSIDERATION&COMPENSATION
3.0 Facility Use Fee
The standard prescribed fee for the use of the Premises,as listed in Exhibit B of this Agreement,is an
amount of Seven Hundred and Ten Dollars($710.00)per day for Room 1233,which equates to an amount of
Three Thousand Five Hundred and Fifty Dollars ($3,550.00) for the Five-day session and a Four Hundred
and Seventy-Five Dollars($475.00)per day for Room 1166 as outlined above,which equates to an amount
of Two Thousand Three Hundred and Seventy Five Dollars ($2,375.00) total under the Agreement of
Fourteen Thousand Two Hundred and Twenty-Five Dollars($14,225.00). ("Facility Use Fee").
3.1 Enrollment Fee
The standard fee that Contractor charges for the FBI LEEDA Training ranges from Six Hundred
and Ninety-Five Dollars($695.00)to Seven Hundred and Ninety Five Dollars ($795.00)per student for a
five-day session("Enrollment Fee").
Under no circumstances shall City be held liable for the Enrollment Fees of any attendee of the training
who is not an employee of the City.
3.2 Exchange of Value
In lieu of a cash exchange, City and Contractor agree that as consideration for the use of the Premises
listed above by Contractor for the training of no more than fifty(50)outside,non-City law enforcement personnel,
Contractor will provide the City with one free seat for every 10 paid registrants,up to a total of four free seats.
for the session of the FBI LEEDA Training. Contractor and City agree that the provision of these enrollments
to the City without the Enrollment Fee represents fair and equitable consideration for the Facility Use Fee
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described above.
4.0 TERMINATION
5.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason
by providing the other party with 10 days' written notice of termination.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
by Contractor.The City shall not be required to purchase any new audio/visual equipment. Contractor agrees
to provide the City a list of necessary audio/visual equipment needed at least two(2)weeks prior to the start of
Services.The City agrees to notify contractor of any equipment that is not available within two days of receiving
the Contractor's list of necessary equipment. Contractor also agrees to provide the City with information
regarding the classroom size necessary to conduct the training at least two(2)weeks prior to the start of Services.
The minimum enrollment for Services is twenty-two(22)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.
Contractor is not required to report training hours to the Texas Commission on Law Enforcement
(TCOLE) for all participants.
The City shall report training hours to the Texas Commission on Law Enforcement(TCOLE) for
all City of Fort Worth participants who have a valid TCOLE PID number.The Contractor must provide the
following information to the City:
• Instructor Biography(ies)
• Course Syllabus/Schedule
Contractor must provide certificates of completion within seventy-two (72) hours of the City's
submittal of the final roster. Certificate of completion to include:
• Participant Name
• Course Name
• Course Date
• Total Training Hours
6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
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Contractor hereby agrees immediately to make full disclosure to City in writing.
6.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of City.
6.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Contractor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Contractor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1 of this Agreement. Contractor shall be escorted by a City employee at all times
while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises
contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
parties acknowledge that Federal and State law set forth the access requirements for CJIS protected data.
The parties agree to comply with all Federal and State law requirements regarding access to CJIS protected
data.
Contractor shall sign in and out at the front desk of Premises upon entry. Contractor shall carry a
valid photo ID while on Premises.
8.0 RIGHT TO AUDIT
Contractor agrees that City shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents,papers and records,
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
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
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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 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,INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY"ND 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— TO THE FULL EXTENT ALLOWED BYLAW,
CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND
DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY%IND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
10.3 Certain uses on the Premises will require individual waivers from each participant.
In addition, individual parental waivers will be required for youth events. All waivers must be
submitted fourteen (14) calendar days prior to the event. City is not responsible for any damages,
injuries, or death related to use of the Premises. Contractor is required to have a pre- and post-
walkthrough with City staff, including Facility administrative staff and an IT Liaison (as required)
for each event.If applicable,a list of damages discovered on the post-walkthrough and afterward will
be submitted to the Premises' administrative office and Contractor shall be subject to payment for
the damages as required herein.
10.4 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 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,
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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 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 SEE NOTE
11.1 Assi2mnent. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract,sub Contractor shall execute a written
agreement with Contractor referencing this Agreement under which sub Contractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
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
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(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.
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(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.
14.0 NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subContractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
15.0 NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been 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 The CITY:
City of Fort Worth
Attn: Fernando Costa
Assistant City Manager
200 Texas Street
Fort Worth TX 76102-6311
Facsimile: (817) 392-8502
With a copy to the City Attorney's Office at the same address and to:
Sasha Kane, Senior Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
FBI-LEEDA,Inc.
5 Great Valley Parkway, Suite 359,
Malvern,PA 19355
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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 term of this Agreement,without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
17.0 GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
19.0 GOVERNING LAW/VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
20.0 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 Majeure Event. The form of notice required by this section shall be the
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same as section 15 above.
22.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
23.0 REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits
"A,""B,""C"and"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,which is executed by an authorized representative of each party.
25.0 ENTIRETY OF AGREEMENT
This Agreement,including Exhibits A,B, C and D 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 of this warranty within thirty(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.
28.0 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 1-9 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
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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,
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 ten employees or the Agreement is for less than$100,000,this section
does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not
boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
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CITY OF FORT WORTH:
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: " ensuring all performance and reporting
Name: Fernando Costa requirements.
Title: Assistant City Manager
Date:Oct 21, 2022
By: sasha Kane(oct 20,202215:01 CD-0
APPROVAL RECOMMENDED: Name: Sasha Kane
Title: Senior Contract Compliance Specialist
'��^�y'{�'�Q APPROVED AS TO FORM AND
By: R°heldre ge('Od21,202212:28CDT) LEGALITY:
Name: Neil Noakes
Title: Chief of Police
LL
ATTEST: By: Nl�tct20,202215:000D-0
Name: Nico Arias
Title: Assistant City Attorney
By: Ofiette S.Goodall(Oct24,2022 09 D-Q CONTRACT AUTHORIZATION:
Name: Jannette Goodall a44�4nnn�� M&C:
o Fonr a
Title: City Secretary of��°°°°°°°° °�oa�� Date Approved:
�o o9��
0vo =d
p o o d Form 1295 Certification No.:
a00000
FBI-LEEDA, Inc.,
By: � October 7, 202
Name: Mark Clark
Title: COO
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A—SCOPE OF SERVICES
Executive Course
1
v .
r ,
FBI-LEEDA
Agenda for FBI LEEDA Executive Leadership Institute*
Monday
• 8:30am— 12:00pm Module 1: Trends and Challenges in Law Enforcement
• 12:00prn--- 1:00pm Lunch
• 1:00prn—4:40pm Module 2: President's Taskforce on 2121t Century Policing
Tuesday
• 8:30am — 12:00pm Module 3. Public Trust and Legitamacy
• 12:00pm—1:00pm Lunch
• 1.00pm—4:30pm Module 4: Bias and Diversity
Wednesday
• 8:30am— 12-.00pm Module 5: Employee Wellness
• 12:00pm-- 1:00pm Lunch
• 1:00pm-•-4,30pm Module 6: Power
Thursday
• 8:30am— 12:00pm Module 7: From Transactional to Transformational Leadership
• 12:00pm —1:00pm Lunch
• 1:00pm—4:30pm Module 8: Emotional and Social Intelligence
Friday
■ 8:30am-- 12:00prn Review & Certificates
*Agenda Subject to Change
® FBI Law Enforcement Executive Development Association
5 Great Valley Pkwy.,Suite.125,Malvern,PA 19355 J -fel:877-772-7712 I Fax:670-644-3193
www.fbileeda.org I l+uitter: JJFelL[FDA I facehot* Law Enforcement Executive DevelopmentAsseclation
iW-tEEDA itu.Es a private Stl CJ{it tlaee,peu(!t argon{xntfnn tend is notpartof the Federal8+rteauof luvestdgotiaa of oc[!np on its 6etatrlJ.
Professional Services Agreement
CoFW and Reid&Associates,Inc.
Page 13 of 37
Supervisory Course
A. Course Syllabus
_ Supervisor Leadership Institute
IV, (28 Contact hours)
Program Syllabus: Supervisor Leadership Institute FBI-LEEUA
(28 contact hours)
Program Pre-Requisites: None
Program Grading Procedures:
I. There will be an attendance requirement.
2. There will also be a required"Leadership Philosophy Journal"that asks the students to
keep track of their thoughts concerning their current and future leadership philosophy.
That journal will have entries that students will write at the end of each day of instruction
and will also be submitted and collected at the cnd of the entire program, Those journals
will be copied and graded(pass/fail)and one copy will remain with us for our records
and one will go with the students as a leadership"road map"that they can use as a guide
in their lives as leaders. These journals have the additional advantage of being built upon
when students enroll for our other leadership institutes and programs.And,of course,
they hopefully can continue to keep and build these journals throughout the remainder of
their careers. This activity accounts for one-hour of instruction per day for four days
of the week,
The Leadership Philosophy Journals initially will be guided by the following;questions-,
a. Why should others follow me?
b. Upon what foundation have I built my leadership? What values'?Which principles?
c. What is my leadership philosophy now?What do I want it to become?
d. What does/should a leader look like(a skillset,moral profile)?
Program Teaching Approach: You will be treated like an adult learner in this program by both
the instructor and fellow students.meaning that you will be treated with respect and meaning
also that it is fundamentally your responsibility to get clear on the assignments and to do the
work in a timely and excellent fashion.
The program delivery approach engages adult learners: an appropriate mixture of power-point
presentations, in-class exercises,discussions, and sccnatia analyses.
Program Texts:
FBI-LEEDA,SLI Book(provided).
Additional Print Resources and Linlcs are provided in Attachment A.
Professional Services Agreement
COW and Reid&Associates,Inc.
Page 14 of 37
Command Course
FM
Module I of d: Introduction Duration: 6 hours Presentation: Lead
to Command Leadership facilitator
Date: 2019 Approved: N, Moore Ed.
D,- Curriculum Director
Instructional Goals:
This module engenders the idea of establishing a partnership between the instructor,the student, and their
peers, It also seeks to provide real-life leadership information, support a challenging learning environment,
provoke deep thought, help refocus student leadership mindsets,and inspire students to act professionally.
Performance Objectives:
Upon completion of this module,attendees will be able to:
1. Explain paradigms and mindsets for command leadership.
2. Describe cognitive leadership and what it means to be a thinking leader.
3. Explain the "illusion of success."
4. Describe how to wan good followers,
Module Outline
• Overview of course
• The mindset of a leader
• Strategic approach to command
• Human assets
• Expertise
• Change agent
• Crisis leadership
• Values
• Decisiveness
• Compassion
• Emotionallnteiligence
• The value of optimism
+ Transformational leadership
Professional Services Agreement
CoFW and Reid&Associates,Inc.
Page 15 of 37
EXHIBIT B
RENTAL FEES AND POLICIES
BOB BOLEN PUBLIC SAFETY TRAINING CENTER
Rental Fees&Policies
509 W.Felix Street
Fort Worth,TX 76115
(817)392-6875 or[817)392-6874
Reservations for the meeting and training facilities at the Bob Bolen Public Safety Training
Center(BBPSTC)can be booked out a maximum of 6 months. Use of the facilities by the Fort
Worth Fire Department (FWFD) or the Fort Worth Police Department (FWPD) may supersede
other group bookings with at least 10 days of notice provided (except in the case of
emergencies and natural disasters where advance notice may not be feasible).
Please Read the Following:
1. Event Holder shall comply with all laws(federal,state and local)including all ordinances
of the City of Fort Worth and rules,regulations and requirements of the Fire and Police
Departments. Violations of these laws and the rental policies listed below may result
in the immediate termination of this rental agreement and forfeiture of any and all
reservation fees and cou Id resu It in the Event Holder not being allowed to rent BBPSTC
in the future.
2. Persons making the reservation should specify the exact time BBPSTC is needed.
Admittance shall not be made prior to the time specified. If reservation extends beyond
the designated time, additional rental and staff time charges will be assessed in half-
hour increments.
3. The number of guests shall be restricted to the maximum capacity of each space.
4. Pricing and policy requirements are subject to change without notice.
For reservations,contact BBPSTC administrative staff at:
817-392-6875 or817-392-6874
BBPSTC Flours of�oeration
Meeting Facilities: Monday-Friday, 8a-5p
Fire Drill Grounds: Tuesday-Thursday,8a-5p
Event Booking Office: Monday-Friday,9a-4p
After Hours(Subject to Staffing Availabiiity): Daily, 7a-8a and 5p-10p
BBPSTC is closed the following holidays: New Year's Day, Martin Luther King Day,Memorial
Day, Fourth of July, Labor Day,Thanksgiving Day,the day after Thanksgiving,and
Christmas.
POINT OF CONTACT: Each event request must have a designated point of contact (POC)
who is a City of Fort Worth employee. The POC must agree to this policy and acknowledge
the conditions set forth herein. The POC is responsible for the administrative needs of the
event; set-up and clean-up; the condition of the rented space after use including returning
furniture and other items to their original position, repairing any damages or additional
cleaning that may be required; and notifying BBPSTC administrative staff of any requests to
cancel or reschedule a planned event. If audiovisual equipment is to be used during the
event,the POC should also coordinate a time prior to the event to complete an orientation on
the equipment. The person listed as the POC shall be the sole contact person for purpose of
this agreement.
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CoFW and Reid&Associates,Inc.
Page 16 of 37
RESERVATION APPROVALS: No oral agreements for use of BBPSTC,grounds,or
additional rooms shah be valid.The Fire Training Deputy Chief or the Police Chief or
assignee shall review and approve:reservation requests. Some reservation requests
may also require approval by the Fire Department's Executive Staff or the Police
Department's Executive Staff, Including youth events. No rental contracts are
valid unless approved, signed and dated by the appropriate staff person.
RENTAL FEES:All facilities are hooked a minimum of 4 hours,which Includes all
set up and clean up time for your event. For added set up and clean up time,
add ItIonaItIme may booked in half-hour increments for$30 per half-hour, up to a
maximum of two additional hours for set up and clean up. Rental fees for the
meeting facilitlesand Fire Drill Groundsare as follows;
Facility 11 Day N*
9 hours}
COMMON AREAS FIRE POLICE
Auditorium 5650 51080
Multl-pu se Room max.245 s710 $1 180 Incl. use of Lab Lou itchen
Lobby $710 $1 180 Ind. use of Lou /Kltchen
Lounge s325 S540 Ind.use of Kitchen
FIRE MEETING FACILITIOES
Classroom 1283 max.18 $285 $475
Classroom 1256 max.24 5285 $475
Classroom 1251 imax.37 $285 $475
Classroom 125 max. 8 $285 $47
Classroom 1275 max.38 $285 $475
C assroorn 1277 4ax.38 $285 $475
Classroom 1214 max.50 $425 $710
Classroom 1264 f max.51 425 710
Simulator 1266 max.24 325 540
Computer Lab 1267 max.24 $485 $810
FIRE ORILLGROYNDS*
I ncl.use of bum props,propane,Radio
8-Story Tower-Live Bums $1,200 $2,000 Tower, SCRA compressor
a-Story Tower-No Burns $600 $1,000 Incl.use Radio Tower,SCBA
compressor
Radio Tower $600 $t 000
Warehouse Simulator $450 $750
Aquatics Simulator 360 $600
Flashover Chamber 720 sl 200 Does not include materials
Vehicle Fire Prop s1,020 $1,700 Incl.fuel,travel/delivery(if
r uested
Inc].use of bum props,SCBA
Class A Burn Lab-Live Burns S 1,020 51,700 compressor(materials provided at
cost
Class A Bum Lab-No bums 540 900 Incl.SCBA com pressor
Confined/TrenchSpace $450 $750 Suppliesnot included
Fire AdditI*n&I Stafffnr a
Tnstructorfrrainer
575Jhvur per person
Safpty Officer $75/hour per person
*based air the number of attendees and planned trarnrng activities,additional instructors andforsafety officers
may be required ir?order to comply with NFPA 1403 at the Event Holder's cost.In such instances, the Staffing
Rates will apply.Material casts woU be based on current market rates.
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CoFW and Reid&Associates,Inc.
Page 17 of 37
POLICE MEETING FACILITIES"
Classroom 1134(max.35) s285 $475
Classroom 1135(max.35) $30014 hours only after 5pm)
Computer Lab 1142(max.24) ;285 $475
Computer Lab 1146(max.24) ;285 $475
Classroom 1166(max.48) $285 $475
Classroom 1233(max.48) $425 $710
Classroom 1416 Weapons Range $285 $475
Area max.32
Classroom 1426 Weapons Range $425 5710
Area(max.48
Classroom 1439 Weapons Range $285 $475
Area max.32
Firing Range* 1(50 yard,40lane) 6650/hour(4 hour minimum required)
Firing Range# 2(25 yard, 5lane) s125/hour(4 hour minim urn requlred)
Firing Range# 3(25 yard,30 lane) $425/hour(4 hours minimum required)
Firing Range#4 100 yard, 10 ane #I65 ur 4 hour minimum requi
Tactical Village $100/hour
Orlving Track $100/hdur
Use of Force Simulator $65/hour
Police Additional SteMnig
Police Officer $68/hour per person
IT Liaison $68/hour per person
Police Instructor $75/hour per person
'Janitorial $11/hour per person
*Pollrs 3tl ulatians
'Room 1135 is available for use after 5 m 300 4 hours if approved for use
'Specialized areas are charged per hour
'Janitorial-Recommends 2 staff members p er ev ery 175 guests
•'For POLICE License Fees that are stow an a per day&aSit and licensee agues to pay rhe ftdf daily Lio me Fee,even if any+ar oil althe
re ecth+e5 are used ora fond ado V.
MM 4si rental fees arrr depossts are due In f fflar rime of&mkt ng and may bepaadby credirldebit card.arms cured above are slrhfrcr to
change.ease rates hsled above do not indude overtime fees ordetaosits.
In the case of oty of Fwt worth departments,only rwn•GeneraI Fwxt departments wifi be charged fees fwsp"resefvatians.General
Fund departments wNloniv be charged where suppiemental fees are regored for wutro services such as Janitarlab security,etc.
RESCHEDULING AND CANCELLATION REQUESTS: Requests to cancel or
reschedule an event should be sent to BBPSTC administrative staff in writing at least
14 calendar days before the original event date. Events may be rescheduled to a
later date within six months of the original date based an space availability. A
reschedule fee of$50 per rented space will apply. Cancellation refunds shall he as
follows and may take up to 8 weeks to process-
6 weeks or more prior to event Refund 75%
of rental fee 2-6 weeks prior to event Refund 50%
of rental fee Less than two weeks prior to event No
refu nd
Cancellation due to inclement weather Reschedule or Refund 75%of reservation fee
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CoFW and Reid&Associates,Inc.
Page 18 of 37
OVERTIME FEES: After hours staffing rates may apply for events taking place after 5pm
and/or on weekends.
PAYMENT: Payments may be made by debit or credit card or check.A reservation
booked under false pretenses will be canceled and will void any refunds of your
payment.
DECORATIONS AND EVENT SIGNAGE: Event holder shall not be permitted to nail, tack,
screw or otherwise physically attach materials to any part of BBPSTC, Including the ceiling,
watts, window treatments, fixtures, windows, etc. All decorations and signage must be an a
table or freestanding, In addition, no paint sprays,glitter,confetti,shoe polish or open flames
may be used in any part of BBPSTC. This includes items such as candles, hurricane torches
or lanterns. Battery operated candies are permissible. All tables, decorations, displays, etc.
must be arranged so that clear and unobstructed pathways (as determined by BBPSTC) are
maintained throughout all areas of the facility. Emergency exits cannot be blocked.The POC
is required to submit a proposed plan for decorations and event signage to BBPSTC
administrative staff for review and approval a minimum of 14 calendar days prior to your
event. Once this proposal has been approved,notice of any changes,adds,and/or moves will
be required 48 hours prior to event.
TABLES: Classroom spaces are reserved as-is. No moving of tables, chairs, or equipment.
Multi-purpose Room rental fees include the use of tables and chairs. Our table sixes vary. Our
tables and chairs may not be taken outside, The POC is required to submit a set-up diagram
to BBPSTC administrative staff for review and approval a minimum of 14 calendar days prior
to your event. Once this diagram has been approved, notice of any changes, adds, and/or
moves will be required 48 hours prior to event. Changes, adds, and/or moves requested on-
site will be charged a$50 Change Fee, Tables and chairs will be set up by the Event Holder
at their own risk and expense.
DANCING AND MUSIC:Dancing is not allowed. Music, including live bands and Dls, may be
permitted under limited circumstances in the Multi-Purpose Room and Lobby with preapproval
from BBPSTC administrative staff. Space for music greatly reduces the maximum capacity of
these rooms. Noise levels must not disturb other building guests as determined by BBPSTC
administrative staff. Noise violators are subject to immediate removal from grounds
without refund. BBPSTC reserves the right to II milt music volume and song content.
IT, SOUND &A/V EQUIPMENT: The POC and any other persons responsible for making
audio-visual arrangements for the event will need to schedule time to meet with a member
of BBPSTC administrative staff at least 7 calendar days prior to the event. BBPSTC does not
provide audio equipment or extension cords. You should notify us of your A/V needs when
you rent the room. Microphones, lecterns, projectlon screens, may be avallable Far use on a
limited basis at an additional charge to the Event Holder. An IT Liaison will be available to
assist with operator errors, but staff Is not available to flx malfunctioning equipment. Event
Holders requiring access to computers and/or the internet may be required to complete a
separate Network Access Agreement.
FOOD & BEVERAGES: Events providing food and/or beverages must have prior approval
from BBPSTC administrative staff at least 14 calendar days In advance of your event. All food
and beverages must either be prepared by an established caterer and/or restaurant or
packaged In Its original retail packaging. Rental of a room does not guarantee private use of
the catering kitchen, as it Is a shared kitchen with all BBPSTC patrons, Cleaning Items,
utensils, etc. are not furnished when utilizing the kitchens. You are responsible for making
sure the ki tch en/cate r I ng area is clean after your rental. No items may be left in B13PSTC after
the spectfled rental period. Storage space Is not provided except during rental times. Please
discuss this information with your caterer. Food and drinks are not allowed in the Computer
Lab and Auditorium.Only beverages with covered lids are allowed in the Classrooms and Flre
Drill Grounds.
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Page 30 of 37
PHOTOGRAPHY: Photography must be approved by BBPSTC prior to the event,There is no
charge for photography during a scheduled event in your scheduled area.
PARKING: Self-parking is available In the Main Parking Lot ONLY. Occasionally multiple
events are held at BBPSTC which result in additional traffic and limited parking availability.
We endeavor to inform you of any such events that are planned for the same date and time
as your event and their potential impact so that you may plan accordingly. Regardless of
impact, you will be bound by the terms of your rental contract and these regulations.
OTHER INFORMATION:
• We are a non-smoking facility. No smoking permitted, Including e-clgarettes, in the
bulIdIng. Ashtrays are avallable In the designated areas.
■ No animals will be permitted in BBPSTC except for service animals currently on duty.
• Non-employee licensed open/concealed firea►ms are prohibited at the BBPSTC.
Vehicles are NOT permitted to drive over curbs, sidewalks,or on any areas other than
those designated as road or parking spaces at any time.
• Limited storage space is available. Please contact the BBPSTC administrative staff for
more information. Staff may sign for deliveries but will not be responsible for them.
Decorations,equipment,or supplies must be removed from the building at the end of
the rental period.
• Any activity, meeting,etc.,which BBPSTC administrative staff deems as detrimental to
the facilities will not be permitted. BBPSTC reserves the right to exclude any groupor
individual deemed to be a risk to the City of Fort Worth and/or BBPSTC property or
Interests.
■ Nochiklren's parties will be scheduled.Should an event be booked under false pretenses,
all deposit funds will be forfeited,
■ BBPSTCisa secured facility.All visitors are required to en terthrough the metal detectors
located at the main entrance,
■ InquIrles regarding the accessibility for those with disabilities should be directed to
BBPSTC administrative staff at (817) 392-6875.
I confirm by signature below, that I have read and understand the rules and
regulations stated herein governing facility use, and agree to abide by all rules and
assume financial responsibility for any damages to the facility and equipment.
Organi7atlon Name
Name of Event Event Date
POC Printed Name POC Phone Number
POC Signature late
POC Mailing Address City State Zip
POC Email Address
A signed contract and payment of the rental fee and deposit is required to confirm your event hooking
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Page 31 of 37
EXHIBIT C
FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX
1.0 LOCATION
1.1 Location. City does hereby grant to Contractor the use of certain space within the following
location for the purpose of conducting "The Reid Technique of Investigative Interviewing and Advanced
Interrogation Techniques"training("Services")for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 511 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 8:00 am and ending at 5:00
pm,Central Standard Time on the scheduled training session days.
2.3 In the event of a change in hours or availability of the Premises,such change shall not give
rise to any claim against the City by the Contractor,whether for lost profits,cost, overhead,or otherwise.
2.4 Contractor may bring onto the Premises any equipment reasonably necessary to further the
intended use of the Premises.
2.5 Contractor may not use any part of the Premises for any use or purpose that violates any
applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or
the City of Fort Worth,or other lawful authority with jurisdiction of the Premises.
2.6 Contractor understands and agrees that the parking areas at the Premises are not for the
exclusive use of the Contractor and that the City and the Premises' patrons may use the parking spaces at
any time.
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Page 32 of 37
3.0 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 or give Contractor any rights in or to the
Premises, except as a tenant at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement, Contractor
shall:
4.1.1 Ensure that all Program Participants and any other individual using the Premises
comply with any and all policies,rules,and regulations governing the use of the Premises.
The City will provide a copy of any such policies,rules,and regulations within a reasonable
time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond the
Contractor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City 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.
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.
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Page 33 of 37
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 property. Any such contract or lien attempted to be created or filed shall
be void. Should any purported lien on City property be created or filed,Contractor,at its sole expense, shall
liquidate and discharge the same within ten(10) calendar days after notice from the City to do so. Should
Contractor fail to discharge the same, such failure shall constitute a breach of this Agreement, and the City
shall have the right to terminate this Agreement immediately.However,Contractor's financial obligation to
City to liquidate and discharge such lien shall survive following termination of this Agreement and until such
a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, at Contractor's own expense, shall keep the Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during all
Services or scheduled time set forth in this Agreement. Contractor shall restore and yield said Premises,
equipment, and all other properties belonging to the City back to City at the expiration of the Services or
scheduled time set forth in this Agreement in good or better condition as it existed at the beginning of the
Services or schedule time set forth in this Agreement and in which Contractor found them.
6.2 Contractor will not do or permit to be done any injury or damage to the Premises, or any
part thereof, or permit to be done anything that will damage or change the finish or appearance of the
Premises or the furnishings thereof or any other property belonging to the City by the erection or removal
of equipment or any other improvements,alterations or additions.No decorative or other materials shall be
nailed, tacked, screwed or otherwise physically attached to any part of the Premises, or to any of the
furnishings or fixtures of the City without the prior written consent of the City.
6.3 Subject to ordinary wear and tear, Contractor will pay the costs of repairing any damage
that may be done to the Premises or any of the fixtures,furniture or furnishings by any act of Contractor or
any of Contractor's officers,representatives, servants, employees, agents,Program Participants, oranyone
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
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CoFW and Reid&Associates,Inc.
Page 34 of 37
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 accordance with applicable rules and regulations of the
City and in keeping with the Premises' decor. Any special requirements of Contractor contrary to the above
must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
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 City is
required.
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.
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Page 35 of 37
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
(loth) calendar day after the effective date of termination.
11.0 ACCESS
11.1 Contractor will only use areas of the Premises that are approved in advance by City.
11.2 Contractor will assure that Program Participants adhere to the Services hours set
forth in the Agreement. Earlier access may only be granted by 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 4:00 pm.
Professional Services Agreement
CoFW and Reid&Associates,Inc.
Page 36 of 37
EXHIBIT D
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 (I 0) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Contractor.
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Signature of President/CEO
Other Title
Date:
Professional Services Agreement CoFW and
FBI-LEEDA,Inc.,Page 37 of 37