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HomeMy WebLinkAboutContract 51805 CITY SECRETARY p, 20 9 �.ONTRACT NO. 518 05 JpN3� oR�N PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH(the"City"),a home rule municipal corporation, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and SST, USA, INC. ("Contractor"), acting by and through Sam Jingfors, its duly authorized Vice President. For purposes of this Agreement, the term Contractor shall include Contractor, its authorized representatives, officers, employees, and instructors who provide services on Contractor's behalf. The term City shall include its authorized representatives, officers,employees, and directors. AGREEMENT DOCUMENTS The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Facilities Use Requirements; 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1.0 SCOPE OF SERVICES Contractor agrees to conduct "Basic Digital Threat Assessment" ("BASIC DTA") training for law enforcement personnel on February 7, 2019 ("Services"), such Services being more particularly described in Exhibit A."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"). 2.0 TERM This Agreement shall become effective upon execution by both parties and shall expire on February 7,2019 at 11:59pm,unless terminated earlier in accordance with the terms of this Agreement. 3.0 COMPENSATION Nothing herein shall constitute an obligation of City funds. Neither Party shall owe any amount of money for any reason whatsoever to the other Party for services rendered in connection with this Agreement. City shall not be liable nor owe any payment,fee, cost,penalty, or money for any other reason whatsoever to Contractor. 4.0 CONSIDERATION City and Contractor expressly agree and stipulate that this Agreement is based on valuable consideration and an exchange of promises that will be independently beneficial to both parties. Specifically, Contractor agrees that the City will provide a benefit to Contractor by providing the use of V OFFiCAL RECORD Professional Services Agreement btw CoFW and SST USA,INC.for a�dT1Tp��®p "Basic Digital Threat Assessment"Training }M i FT. WORTHS TX City facilities at no charge to Contractor for the Services and by furthering Contractor's mission by educating other law enforcement departments and personnel on the type of threats handled by Contractor. Contractor has accepted this as valuable consideration for its performance of the Services of this Agreement. Additionally, City agrees that the Contactor's Services will provide a benefit to City by providing the City five seats to Fort Worth Police Department Officers to attend the BASIC DTA training at no charge and that the City has accepted the Services as valuable consideration. Both parties agree as a condition precedent to executing this agreement that the consideration is valuable and sufficient and that neither party shall be able to assert otherwise in the event of litigation. 5.0 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. 6.0 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 25 (twenty-five)participants.If,the enrollment minimum is not met,the parties agree to confer in good faith regarding whether to reschedule or cancel the Services. Contractor will provide at least one(1)qualified instructor("Instructor")for the training program who will facilitate the Services. Contractor agrees to provide each registered course participant with course materials and supplies pertinent to the subject areas to be covered. The City shall report training hours to the Texas Commission on Law Enforcement (TCOLE) for its participants only. All participants from outside agencies who have a valid TCOLE PID number shall submit the required information to their agency to report. Contractor must provide the City the following: Pre-Course: Instructor Biography(ies) Course Syllabus/Schedule Post-Course: 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 Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 2 of 17 7.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 7.1 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. 7.2 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. 7.3 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. 8.0 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. 9.0 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. Professional Services Agreement btw CoFW and SST USA,INC.for `Basic Digital Threat Assessment"Training Page 3 of 17 10.0 INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subContractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants,Contractors and subContractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents, servants,employees or subContractor of Contractor. Neither Contractor,nor any officers,agents,servants, employees or subContractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subContractor. 11. LIABILITY AND INDEMNIFICATION 11.1 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. 11.2 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. 11.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all 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 Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 4 of 17 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. 12.0 ASSIGNMENT AND SUBCONTRACTING 12.1 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. 12.2 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. 13.0 INSURANCE Insurance Requirements for this contract have been waived. 14.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS Contractor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Contractor of any violation of such laws,ordinances,rules or regulations, Contractor shall immediately desist from and correct the violation. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 5 of 17 15.0 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. 16.0 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: Jesus J. Chapa 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: Contract Compliance Specialist Bob Bolen Public Safety Complex 505 W. Felix St. Fort Worth,TX 76115 To CONTRACTOR: SST,USA, Inc. Attn: Sam Jingfors Vice President 1015 Railroad Avenue Suite 103 Bellingham, WA 98225 17.0 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. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 6 of 17 18.0 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. 19.0 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. 20.0 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. 21.0 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. 22.0 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 23.0 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. 24.0 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"and"C." 25.0 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. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 7 of 17 26.0 ENTIRETY OF AGREEMENT This Agreement, including Exhibits A, B and C contain the entire understanding and agreement between City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 27.0 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. 28.0 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. 29.0 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 I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 30.0 OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation which are created, published, displayed, and/or produced solely and exclusively for the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 8 of 17 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. 31.0 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. 32.0 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. 33.0 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 btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training Page 9 of 17 EXECUTED on this,the36 'day of AQj1MK9-,201 CITY OF FORT WORTH; SST,USA,INC. B B Y� y Jesus rChapa Sam ' ors Assistant City Manager Vice Preside Date: �'� 47 / Date' t q 1 APPROVAL RECOMMF. D BY: By: \.J _.. Joel F. Fitzgerald Chief of Police Date; --_..,....... APPROVED AS TO FORM ANT F:UrALi' Y By: , 7z' Thomas R.Hansen Assistant City Attorney ' R�FORT , ATTEST: By: 5�' Mar J.kay a �c City Secretary S AXP.�- 1~orm 1295 Certification No: 1�CQ?'I'RE63�JlID This agrcement does not squire 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 ce en all Pe ance and reporting requirements. DV" uAlrif3rsdy W. Wyrick Fort WQph Police Officer Ptofessional 3omices Agrwamt bm CoFW and 83T USA„INC.for CiTI(SECRA u "Basic Digital Throat Ast mrout"Training FT INIATARTK EXHIBIT A-SCOPE OF SERVICES Basic Digital Threat Assessment The BASIC DTA training will cover the following topics: 1. Current State of Affairs in Social Media:A Safe Schools Perspective a. What we are seeing from a provincial/state and North American lens b. How social media continues to impact school safety,culture and climate of our schools c. How to crowd source localized and time relevant social media posts from your school and area d. Mental health and social media: linkage? e. Current research relating to technology use and its impact on adolescent brains 2.Application of Digital Threat Assessment Theoretical Foundations a. How the fundamental principles of Behavioral Threat Assessment apply to online digital data b. How to effectively assess whether an individual poses a risk to a target based on information from the online world 3. Current social media platforms—their use and misuse and associated risks a. Detailed overviews of the most popular and least common(but important)Apps b. Live walkthroughs and hands on activities c. Snapchat evolution: basics and advanced d. Instagram: hashtags,best practices and location based searching e. Vault Apps f. Identifying, responding and preventing cyberbullying and online hate i. Impersonation and defamation accounts: best practice for removal g. Current best practices for teams dealing with sexting and sextortion related incidents as well as guidelines around education and awareness 4. Online verification and authentication of images a. Using free online tools to ascertain whether a photo/image is unique or stock b. Exercises that will test your eyes to notice the small details within online photographs/videos c. Screen capturing and documenting online content for both evidentiary and school safety purposes 5.The vast data landscape from smartphones,search engines and social media a. Tracking capabilities and data stored b. Examining metadata of photographs c. Best practices for documenting and preserving important digital data d. Boolean search operators,cache data and google alerts 6. Privacy a. Don't use your personal accounts!! Solutions and best practices b. Facebook privacy checkup: implications and fundamentals c. Staff safety: things to know d. Safeguards to protecting yourself and your family's personal information online Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit A Page 11 of 17 EXHIBIT B FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX 1.0 LOCATION 1.1 Location. City does hereby grant to Contractor the use of certain space within the following location for the purpose of conducting"Basic Digital Threat Assessment"("BASIC DTA")training for law enforcement personnel("Program Participants"): 1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX 76115 The Bob Bolen Public Safety Training Complex shall be referred to as"Premises"throughout this Exhibit. 1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has conducted a full and complete physical examination of the Premises and hereby accepts the Premises,AS IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS. 2.0 USE OF THE PREMISES 2.1 Contractor may use the Premises to conduct the Services in accordance with this Agreement in support of its mission and for no other purpose. 2.2 Contractor shall only have use of the Premises beginning at 8:00 am on February 7,2019, and ending on February 7,2019 at 5:00 pm,Central Standard Time. 2.3 In the event of a change in hours or availability of the Premises,such change shall not give rise to any claim against the City by the Contractor,whether for lost profits, cost, overhead, or otherwise. 2.4 Contractor may bring onto the Premises any equipment reasonably necessary to further the intended use of the Premises. 2.5 Contractor may not use any part of the Premises for any use or purpose that violates any applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or the City of Fort Worth, or other lawful authority with jurisdiction of the Premises. 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. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit B Page 12 of 17 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 leaming 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. 4.1.16 Contractor will notify City immediately if the security of the Premises is compromised. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit B Page 13 of 17 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, or anyone visiting the Premises upon the invitation of the Contractor. The City shall determine,in its sole discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of this Agreement, the Contractor is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the Premises,furnishings,fixture or furniture Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit B Page 14 of 17 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. 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: Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit B Page 15 of 17 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(10th) calendar day after the effective date of termination. 11.0 ACCESS 11.1 Contractor will only use areas of the Premises that are approved in advance by City. 11.2 Contractor will assure that Program Participants adhere to the Services hours set forth in the Agreement. Earlier access may only be granted by arrangement. 11.3 Program Participants will not be allowed to congregate or loiter in front of the main entrance of the Premises or in the parking lot prior to 8:00 am or after 5:00 pm. Professional Services Agreement btw CoFW and SST USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit B Page 16 of 17 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form CForm")hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: SAM �Zrj Position: VI p�2 I �i J Signature Name: Position: Signature Name: Position: Signature Name: Signature of President/CEO Other Title: Date: 12 —r-,—. Professional Services Agreement btw CoFW and SST,USA,INC.for "Basic Digital Threat Assessment"Training—Exhibit C Page 17 of 17