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HomeMy WebLinkAboutContract 48467 CITY SECRETARY CONTRACT NO. � PROFESSIONAL SERVICES AGREEMENT Southeastern Security Consultants,Inc. This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant,Denton and Wise Counties,Texas,acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Southeastern Security Consultants, Inc., dba SSCI ("Contractor"), a background screening service and acting by and through Chris Goodman, its duly authorized Principal, each individually referred to as a "party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work and Pricing 3. Exhibit B—Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Contractor" shall include the Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City"shall include its officers,employees,agents, and representatives. 1. SCOPE OF SERVICES, Contractor hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for the purpose of background screening checks for volunteers. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work,more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence on September 1,2016("Effective Date")and shall expire on August 31,2017,unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up to four(4) successive one-year periods under the same terms and conditions. 3. COMPENSATION. The City shall pay Contractor in accordance with the hourly rate of Contractor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "A," which is incorporated for all purposes herein; however, total annual payment made under this Agreement by the City for all services shall not exceed$11,200.00. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY Professional Services Agreement FT.WO R,TH,TX age 1 of 19 Southeastern Security Consultants Inc,dba SSCI 4. TERMINATION. 4.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 27 herein,either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 27. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the 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 the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the 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 the City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Professional Services Agreement Page 2 of 19 Southeastern Security Consultants Inc,dba SSCI 5.3 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 the 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 the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 5.4 Notwithstanding the foregoing, Contractor understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to,the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Contractor acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Contractor, and 2) information held by the Contractor for or on behalf of City that relates to the transaction of the City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultant's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary / Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6. RIGHT TO AUDIT. Contractor agrees that the 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 of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the 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. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, 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 of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. 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 the 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 Professional Services Agreement Page 3 of 19 Southeastern Security Consultants Inc,dba SSCI and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Contractors and subcontractors. Contractor acknowledges that the doctrine of respondent superior shall not apply as between the 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 the 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 the 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. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY-- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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. B. GENERAL IND .MNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST AN 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) ANDIOR PERSONAL INJURY, INCLUDING 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. C. INTELLECTUAL PROPERTY INDEMNIFICATION — SELLER AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST THE 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 THE CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST THE CITY PURSUANT TO THIS SECTION, SELLER SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT THE CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH SELLER IN DOING SO.IN THE EVENT CITY,FOR WHATEVER Professional Services Agreement Page 4 of 19 Southeastern Security Consultants Inc,dba SSCI REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST THE CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, THE 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, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH THE CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE SELLER TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, THE CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY THE 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, SELLER 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 SELLER, TERMINATE THIS AGREEMENT,AND REFUND ALL AMOUNTS PAID TO SELLER BY THE CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability Professional Services Agreement Page 5 of 19 Southeastern Security Consultants Inc,dba SSCI $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.)and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,$500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors&Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the 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) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the 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, 1000 Throckmorton Street, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in Professional Services Agreement Page 6 of 19 Southeastern Security Consultants Inc,dba SSCI 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. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH TAWS.ORDINANCES.RULES AND REGULATIONS, Both Parties acknowledge that the providing of consumer reports by Contractor and use by City is regulated federally under the Fair Credit Reporting Act, 15 U.S.C. §1681 et. seq. ("FCRA"). Further, these activities may also be regulated by state and local law. Contractor agrees that in the performance of its obligations hereunder, it will 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 the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. 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, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. 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: To CONTRACTOR: City of Fort Worth Southeastern Security Consultants, Inc., dba SSCI Attn: Susan Alanis,Assistant City Manager Attn: Chris Goodman,Director 1000 Throckmorton Street 1853 Piedmont Rd. Suite 100 Fort Worth TX 76102-6311 Marietta, GA 30066 Facsimile: (817)392-8654 Phone: (866)996-7412 Facsimile :( 866)996-1292 Email: cgoodman@ssci2000.com With Copy to the City Attorney At same address Professional Services Agreement Page 7 of 19 Southeastern Security Consultants Inc,dba SSCI 14. SOLICITATION OF EMPLOYEES. Neither the 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. 15. GOVERNMENTAL.POWERS. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the 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 the City's or ' Contractor s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. 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. 18. SEVERARMITY, 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. 19. FORCE MAJEURE, The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. 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. 21. REVIEW OF COUNSEL. Professional Services Agreement Page 8 of 19 Southeastern Security Consultants Inc,dba SSCI The parties acknowledge that each party and its counsel have reviewed and revised 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 hereto. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT, This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the 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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be considered an original, but such counterparts shall together constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original signature hereto. 25. 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 the City to Contractor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT, The City of Fort Worth actively supports the Immigration &Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. INFORMAL.DISPUTE RESOLUTION, Professional Services Agreement Page 9 of 19 Southeastern Security Consultants Inc,dba SSCI Except in the event of termination pursuant to Section 4.3, if either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 28. 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" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. OWNERSHIP OF WORK PRODUCT, City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with 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 the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for- hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the 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 the City. Professional Services Agreement Page 10 of 19 Southeastern Security Consultants Inc,dba SSCI [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Page 11 of 19 Southeastern Security Consultants Inc,dba SSCI fNTNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day of 016. ACCEPTED AND AGREED: CITY OF FART WORTH: SOUTHEASTERN SECURITY CONSULT TS,INC.,dba SSCI By. Ua 0 S am lanis _ By: As ' nt City Manager Name: � ° ` Title: fsGo Date: g° te: ATTE TTEST: S By: ity ec a By: APPROVED AS TO FORM AND LEGALITY: By: s assistant Qit� rn Attoey i "F.Ai,4 cc4 0 t AL K SECRETIS, WORTH,TX R Professional Services Agreement Page 12 of 19 Southeastern Security Consultants Inc,dba SSCI EXHIBIT A STATEMENT OF WORK AND PRICING 1.1 SCOPE OF WORK Perform background screening services for the City's Parks and Recreation Department(PRD). PRD estimates the need for approximately 700 background screenings of volunteers. The background screenings shall be initiated by PRD and the potential volunteer's information shall be input online by the potential volunteer. Background screening reports shall be available to PRD online. Screening services shall include: 1.1 Social Security Verification-Verify the name of every volunteer against the Social Security Number provided. This helps to eliminate the possibility of false names and/or information. 1.2 Address Trace-Verify the current address and identify any previous address of every volunteer. This information is utilized to determine the jurisdiction in which the background screening is conducted. 1.3 State or County Criminal Record Check-A Statewide or Countywide(depending on the jurisdiction)criminal record check shall be performed to capture all misdemeanor and felony convictions in that jurisdiction. The search shall be conducted in the jurisdiction with the longest and most current residency. 1.4 National Criminal History Data Base search-There is no one national record check whether through the government or private sector that identifies every crime ever committed. However,there are now criminal history data bases available that contain millions of criminal records and cover much of the United States. These data bases shall be accessed and used to supplement the local criminal history search. This is beneficial in expanding the search across the country but should not be used as a stand-alone source for the background screenings. 1.5 Sex Offender Registry- Search of the appropriate state sex offender registries based on the address history. This is an important supplement to criminal history searches but should not be used as a stand-alone source for the background screenings. 1.6 Timely results-The background screening process shall be timely and results shall be returned within 10 business days on average to allow for proper planning and assignment of volunteers. 1.7 Complimentary Consultation-The City seeks a provider committed to providing consultation to clarify screening results and provide technical assistance and guidance regarding updating practices. 1.8 Self-service data entry-Potential volunteers shall enter in their own information to be processed; however, in the case that the volunteer is incapable of entering in their own information,the City shall have the option for the volunteer coordinator to enter in the information to be processed. Professional Services Agreement Page 13 of 19 Southeastern Security Consultants Inc,dba SSCI 1.9 Contractor responsible for results-Contractor shall be liable for information regarding a volunteer's background screening. Contractor shall resolve any disputes with potential volunteers regarding erroneous reports. 1.10 Contractor provides a dismissal service-Contractor shall contact potential volunteer to inform them whether or not they meet the background standards of the City. 2.1 PRIG(_ 2.1 The all-inclusive flat fee price is $16.00 per national investigation. Professional Services Agreement Page 14 of 19 Southeastern Security Consultants Inc,dba SSCI SSCI PRICING AND STATEMENT OF WORK Why is SSC/more effective than other providers? The short answer is "SSCI looks beyond a national database, whereas most other providers do not". Database-only checks are substandard in the field of Parks and Recreation and do not meet the test of due diligence in the court of law. What is a child's safety worth? This program will save you time,money, and offer you more coverage. SSCI is America's# 1 Choice in Parks and Recreation Background Screening and has set the background screening standard which has been adopted and implemented by over 1,300 city and County Park and recreation agencies, countless youth sports organizations, and most of the National Governing Bodies of the United States Olympic Committee. The current program will meet and exceed City of Fort Worth, SafeSport and National Recreation& Park Guidelines. Background Screening Package: The all-inclusive(FLAT FEE)cost is $16.00 per national investigation. • Social Security Verification ••Verifies the applicant's name and DOB against the Social Security Number provided. • Address Trace ••Verifies the applicant's current address and identifies previous addresses. • Local Criminal Record Search •• State and/or County Criminal record searches are performed to capture all misdemeanor and felony records. Based on address history, MUI.TIPLE county searches may be performed. As an important note,all of the county record searches are conducted on site in the appropriate courthouse. NO SCREEN SCRAPPING • National Criminal Record Search •• Our national database search provides access to criminal data from all 50 states, OFAC history, including Guam and Puerto Rico. (Over 800 Million criminal records). As an important note, all possible hits will be confirmed at the county court house. • Sex Offender Registry •• Search of all 50 State repositories and the District of Columbia for known sex offenders. As an important note, all possible hits will be confirmed at the county court house. • Turnaround Time •• The average turnaround time since 2000 is 2 to 3 business days Professional Services Agreement Page 15 of 19 Southeastern Security Consultants Inc,dba SSCI • Consultation •• Forth Worth will have their very own assigned point of contacts. Fort Worth will always speak to the same SSCI staff members whenever they have questions or concerns regarding results, online system, processing and overall guidance on how to handle situations. • Disqualification Process •• SSCI will be handling the disqualifications process. SSCI will follow the guidelines set for by Fort Worth. SSCI will work one-on-one with each applicant and make sure all proper documents are supplied and all questions are addressed. The following services to be added to the national criminal package(included in the flat fee pricing) • City of Fort Worth Recreation and Parks is designed their very own custom national online background screening platform. Used by over 1,300 city and county parks and recreation departments. It has the most up to date technology allowing the following: ••Applicants can submit online with e-signature,tracking why they are going through the process and storing the documentation indefinitely. •• Manual national request inside system,which can be done by coordinators, directors, etc. •• 24/7,refreshing 30 minutes around the clock a live status page inside your national system. Giving you up to date information on the following: • Who has been submitted • When were they submitted • Where are they in the process • Why are they going through the process • When was the applicant completed •• Results are stored inside your national system indefinitely • Applicants are flagged within the system based on your guidelines • Where are they in the process • When was the applicant completed Professional Services Agreement Page 16 of 19 Southeastern Security Consultants Inc,dba SSCI Online Screening Management Systems With no set up fees,no maintenance fees and no additional court fees, SSCI will immediately provide its affiliates with the following services: • Customized Online Background Screening Management System with around the clock authorized access • Full protection of sensitive data • Applicant payment feature available • Majority of customized systems designed in less than 48 hours C" T AaMgk�� sd : 10 i t � xi i V t t � ° s 4' �r. Professional Services Agreement Page 17 of 19 Southeastern Security Consultants Inc,dba SSCI PROCESS City of Fort Worth would have their very own custom national background screening platform. This platform allows an unlimited number of authorized users to be assigned and various levels of clearance. All national investigations are entered into the City of Fort Worth national background screening platform manually by an authorized user. Each national investigation will track when the request was entered,who entered the request,when the report was completed and why the request was made. The City of Fort Worth online screening system can be accessed through the secured SSCI website. The only software requirement is a web browser,which will allow access to the secured website. There are no additional fees or cost associated with the use of the online screening system. SSCI will service the account by utilizing the online screening system. We will work with the client to determine who the authorized users will be and assign each user with their own personal ID and Password. The online users will then follow the system prompts to submit the requested data to SSCI for processing. The authorized users have 24 hours a day, seven days a week access to the current status of all pending screening requests through the online screening system. The authorized users will receive an email communication from SSCI alerting them when new results have been posted to the online screening system. These results can be viewed,printed,and archived for future reference. SSCI does offer the capability for separate policies among multiple locations, which can be managed by the client. SSCI's integrity, commitment, industry specific experience and expertise are just some of our signature strengths. We care about you, the success of your program and the safety of everyone in your organization and we work from our hearts each day. We are excited to have the opportunity to talk with you further as you make these important decisions. SSCI is working hard every day to meet the increasing needs of today's amateur sports community. While there are many misconceptions and misinformation that exist about background screening,we are confident SSCI is the best possible answer to meet the increasing responsibilities, challenges and needs of the City of Fort Worth. Working in this community is a special experience that requires expertise and sensitivity well beyond that of any "commercial effort" out there. We are proud of our work with our clients and we stand ready to help you in any way through our commitment, specialized programs and focused mission. We are available for ongoing discussions, presentations - anything that will be helpful to you - as you take on the challenges of this important work. Professional Services Agreement Page 18 of 19 Southeastern Security Consultants Inc,dba SSCI EXHIBIT B SIGNATURE VERIFICATION FORM Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives as revised Form that has been properly executed by the Company. 1. Name:?r4Y POnow1v Position: Signature 2. Name: CA-- — Position"- 50(— Signa e 3. Name: Position: Signature Name: Signatu of Pr /Officer Other Title: 109 Date: Professional Services Agreement Page 19 of 19 Southeastern Security Consultants Inc,dba SSCI