HomeMy WebLinkAboutContract 51118 CITY SECRETARY
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH ("City"),a home rule municipal corporation, acting by
and through Jesus J. Chapa, its duly authorized Assistant City Manager, and GEOCELL, LLC,
("Contractor"), a Texas limited liability company acting by and through Breck McDaniel, its duly
authorized Owner. 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—Verification of Signature Authority Form; and
4. Exhibit C—Facility Use Requirements
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Contractor agrees to conduct a training session on "Introduction to Cell Phone Investigations" for
law enforcement personnel beginning on September 5, 2018 and ending on September 6, 2018 ("Services").
Each day, Contractor shall provide training from 8:00 am to 5:00 pm, Central Standard Time. Services shall
be performed at the Bob Bolen Public Safety Training Complex located at 511 W. Felix Street, Fort Worth,
Texas 76115("Premises").
Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. TERM.
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time, on September 6, 2018, unless terminated earlier in accordance with the terms of this
Agreement.
3. COMPENSATION.
The maximum amount to be paid to Contractor by City for all Services provided pursuant to or in
relation to this Agreement shall not exceed Six thousand eight-hundred twenty-five dollars and 00/100
($6,825.00). Contractor shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless City requests and approves in wri ing the additional costs for such
Ilk, ` � services. City shall not be liable for any additional expenses of C)ntractor not specifie by this
\%Professional Services Agreement Between OFFICIAL RECOM
Al City of Fort Worth and Geocell,LLC CITY 31CR1TlI e 1 of 19
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Agreement unless City first approves such expenses in writing.
Payment for Services shall be due within thirty (30) days of uncontested performance of the
particular services so ordered and receipt by the City of Contractor's invoice for payment.
4. TERMINATION.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 10 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Contractor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of
termination and Contractor shall continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Contractor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Contractor has received access to City
Information or data as a requirement to perform services hereunder, Contractor shall return all City
provided data to City in a machine readable format or other format deemed acceptable to City.
5. 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.
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 will provide course registration, administration, and certificates of completion, if
appropriate.
The City shall report training hours to the Texas Commission on Law Enforcement (TCOLE) for
all participants who have a valid TCOLE PID number. Contractor must provide the City the following:
Pre-Course:
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 2 of 19
Instructor Biography (ies)
Course Syllabus/Schedule
Post-Course:
Provide all participants with a certificate of completion to include:
• Participant name
• Course name
• Course date
• Total training hours
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
6.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of City.
6.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
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. ACCESS.
The access granted to Contractor pursuant to this Agreement shall be limited to the property
defined as Premises in Section I 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. 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
Professional Services Agreement Between
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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. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent Contractor
as to all rights and privileges and work performed under this Agreement, and not as agent, representative
or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Contractor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Contractor, its officers, agents,employees,
servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Contractor. It is further understood
that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,
agents, servants, employees or subcontractor of Contractor. Neither Contractor, nor any officers, agents,
servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from
City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf
of itself,and any of its officers,agents, servants, employees or subcontractor.
10. LIABILITY AND INDEMNIFICATION.
10.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESS AND ANYRESULTING LOST PROFITS)AND/OR 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.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor agrees to defend, settle,
or pay, at its own cost and expense,any claim or action against City for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
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against City pursuant to this section, Contractor shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,Contractor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Contractor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty
to indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such 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. ASSIGNMENT AND SUBCONTRACTING.
11.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, sub Contractor shall execute a
written agreement with Contractor referencing this Agreement under which sub Contractor shall agree to
be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations
may apply.Contractor shall provide City with a fully executed copy of any such subcontract.
12. 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:
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 5 of 19
12.1 Coveral?e and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) 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 City to
evidence coverage.
12.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
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The City of Fort Worth and Geocell,LLC Page 6 of 19
13. 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. 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 CITY: To CONTRACTOR:
Fort Worth Police Department Geocell, LLC.
Attn:Jesus J. Chapa Breck McDaniel, Owner
Assistant City Manager 2028 East Ben White Boulevard, #240-2727
200 Texas Street Austin,TX 78741-6966
Fort Worth TX 76102-6311 Phone: 713 254 3797
Facsimile: (817)392-8502 Facsimile: 713 559 3025
With copy to Fort Worth City Attorney's Office at
same address and to:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W. Felix St.
Fort Worth,TX 76115
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 7 of 19
16. 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. 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. 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. 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. 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. 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 (force majeure),
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.
22. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
23. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 8 of 19
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B,
and C.
24. 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. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Contractor, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
26. 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. 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. 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 (1-9).
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
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. 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.
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 9 of 19
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any
claim,lien for balance due,or rights of retention thereto on the part of City.
30. 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
"B". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
31. 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. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
[Signature Page Follows]
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC Page 10 of 19
EXECUTED on this,the 3 0-1'day of 2018.
CITY OF FO WORM: GEOCELL,LLC: QQ
By: / By: /3 (--
Jesus J.Chapa Breck McDaniel
Assistant City Manager/Q Owner
Date: �/ l G G v Date: 3 > t
APPROV RECOMMENDED BY:
By: —
r Joel F. Fit gerald
Chief of Police
Date: 3-
APPROVED AS TO
FORM API LEGALITY:
By:
Thomas R.Hansen
Assis`uuu`Ci-L A ioiiicy
A.TT S "
By_ ORT•.
M J. ayser
Ci Secretary ;Z
U
Contract Authorization:
No M&C required.
7�CP
FORM 1295 Certification No.:NOT
This agreement legally does not require City Council approval.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Offic James Dunn
Fort Worth Police Officer
OFFICIAL RECORD
CM 8LCRRARY
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC �. WOR Ift T*ag 11 of 19
EXHIBIT A
SCOPE OF SERVICES
Introduction to Cell Phone Investigations Class - Geocell's two day (16) course will be a thorough
introduction to the use of cell phone data in criminal investigations. This thorough presentation will
include the following and more:
- Discuss what electronic communications data is.
- Identify what"communications intelligence" is.
- What is the entire process of utilizing this extremely valuable data?
- Review Cell Phones, landlines and the huge world that is the Internet.
- Determining the phone company for a phone number.
- Define what an IP (Internet Protocol) address is and how to find the company that services IP
address.
- Communications/call detail records (CDRs), how to obtain CDRs, how to archive CDRs, how to
interpret CDRs, how to analyze CDRs, and how to map CDRs
- Determine what legal demands such as customer consent, emergency requests, subpoenas, court
orders, and search warrants does law enforcement need for what application, and how to prepare
and submit these legal demands.
- Thorough instruction on the geographic mapping of cell phone data from historical records and
real-time surveillances
- Real-time surveillance options available to law enforcement such as traps and traces, pen
registers, communications intercepts ("wiretaps"), and more Introduction to cell phone forensics
considerations, including data available from physical devices, available techniques, and
important considerations for all investigators
- Discuss courtroom presentations of communications data
- How to"flip"and trace an email, and how to"flip"a web address
- Introduction to more advanced techniques and Outlets to learn additional information
- Case studies to illustrate the successful use of this data and much more
Professional Services Agreement Between
The City of Fort Worth and Geocell.LLC—Exhibit A Page 12 of 19
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Breck McDaniel
Geocell, LLC.
Contractor hereby agrees to provide City with independent audit basic financial statements,but also the
fair presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
,� ` kid I
1. Name: �� �{ V1
Position: TfQ Sjde
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date: 7/So /1 0
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit B Page 13 of 19
EXHIBIT C
FACILITIES USE REQUIREMENTS FOR BOB BOLEN PUBLIC SAFETY COMPLEX
SECTION 1
LOCATION
1.1 Location. City does hereby grant to Contractor the use of certain space within the
following location for the purpose of the "Introduction to Cell Phone Investigations" training for
law enforcement personnel for Fiscal Year 2018:
1.1.1 Bob Bolen Public Safety Complex 505 W. Felix St. Fort Worth, TX 76115
The Bob Bolen Public Safety Complex shall be referred to as "Complex"throughout this
Exhibit.
1.2 Condition of the Complex. Contractor expressly acknowledges and agrees that it
has conducted a full and complete physical examination of the Complex and hereby accepts the
Complex, 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.
SECTION 2
USE OF THE COMPLEX
2.1 Contractor may use the Complex to operate the Program in accordance with this
Agreement in support of its mission and for no other purpose.
2.2 Contractor shall only have use of the Complex beginning at 7:00 am on
September 5,2018,and ending on September 6,2018 at 5:00 pm,Central Standard Time.
2.3 In the event of a change in hours or availability of the Complex, 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 Complex any equipment reasonably necessary to
further the intended use of the Complex.
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 14 of 19
2.5 Contractor may not use any part of the Complex 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
Complex.
2.6 Contractor understands and agrees that the parking areas at the Complex are not
for the exclusive use of the Contractor and that the City and the Complex' patrons may use the
parking spaces at any time.
SECTION 3
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 Complex, except as a tenant at will.
SECTION 4
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
Complex, comply with any and all policies, rules, and regulations governing the
use of the Complex. 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 Complex
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 COMPLEX 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 Complex.
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
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 15 of 19
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
Program hours.
4.1.15 City will provide Contractor with necessary keys and security codes for
access to the Complex.
4.1.16 Contractor will notify City immediately if the security of the Complex is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at the
Complex 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 Complex is suitable for their intended purpose.
4.2.4 Ensure the Complex is ready for set up by Contractor in accordance with
any reasonable requests of the Contractor.
SECTION 5
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.
SECTION 6
CARE OF THE COMPLEX
6.1 Contractor, at Contractor's own expense, shall keep the Complex and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair
during each Program or scheduled time set forth in this Agreement. Contractor shall restore and
yield said Complex, equipment, and all other properties belonging to the City back to City at the
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 16 of 19
expiration of each Program or scheduled time set forth in this Agreement in good or better
condition as it existed at the beginning of each Program 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 Complex,
or any part thereof, or permit to be done anything that will damage or change the finish or
appearance of the Complex 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 Complex, 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 Complex or any of the fixtures, furniture or furnishings by any
act of Contractor or any of Contractor's officers, representatives, servants, employees, agents,
Program Participants, or anyone visiting the Complex upon the invitation of the Contractor. The
City shall determine, in its sole discretion, whether any damage has occurred, the amount of the
damage and the reasonable costs of repairing the damage, and whether, under the terms of this
Agreement, the Contractor is responsible. City shall be the sole judge of the quality of the
maintenance and/or damage of the Complex, furnishings, fixture or furniture by the Contractor.
The costs of repairing any damage to the Complex 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 Complex 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 Complex' decor. Any
special requirements of Contractor contrary to the above must be made a part of this Agreement
by written amendment.
SECTION 7
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
Complex, parks, or other City-owned and operated properties and facilities in the interest of
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 17 of 19
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.
SECTION 8
RIGHT OF ENTRY AND INSPECTION
8.1 In providing use of the Complex by Contractor, City does not relinquish the right
to control the management of the Complex, 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 Complex for the purposes of
inspection; determining whether Contractor is complying with this Agreement; maintaining,
repairing, or altering the Complex; 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.
SECTION 9
LICENSES AND PERMITS
9.1 Contractor shall, at its sole expense, obtain and keep in effect all licenses and
permits necessary for its operations.
SECTION 10
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
Complex that occurred during Contractor's use of the Complex, 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 Complex 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 Complex to City following termination or expiration,
all liabilities and obligations of Contractor hereunder shall continue in effect until such is
surrendered.
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 18 of 19
10.3 Upon termination, all funds owed to the City shall be due and payable by the tenth
(10th)calendar day after the effective date of termination.
SECTION 11
ACCESS
11.1 Contractor will only use areas of the Complex that are approved in advance by
City.
11.2 Contractor will assure that Program members adhere to the Program hours set
forth in the Agreement. Earlier access may only be granted by arrangement.
11.3 Notify Program participants that they will not be allowed to congregate or loiter
in front of the main entrance of the Complex or in the parking lot prior to 8:00 pm or after 11:00
pm.
Professional Services Agreement Between
The City of Fort Worth and Geocell,LLC—Exhibit C Page 19 of 19