HomeMy WebLinkAboutContract 52709 CSC No. 52709
RE,CENED
SCP
�>criTOBTWO V PROFESSIONAL SERVICES AND FACILITIES USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITIES USE AGREEMENT("Agreement")
is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation,acting by and through Jesus J.Chapa,its duly authorized Assistant City Manager,
and SST, USA, INC. ("Contractor") acting by and through Kayla Pegues, its duly authorized Office
Manager. 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 and Facilities Use Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Rental Fees and Policies;
4. Exhibit C—Facilities Use Requirements;
5. Exhibit D—Verification of Signature Authority Form.
Exhibits"A",and`B","C,"and"D"which are attached hereto and incorporated herein,are made a part of
this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits
"A","B,""C"or"D"and the terms and conditions set forth in the body of this Agreement,the terms and
conditions of this Agreement shall control.
1.0 SCOPE OF SERVICES
Contractor will conduct a two-day"Basic Digital Threat Assessment"("BASIC DTA'j training for
law enforcement personnel beginning on September 17,2019,and ending on September 18,2019("Services").
Each day,Contractor shall provide training from 9:00 am to 4:00 pm,Central Standard Time.Contractor shall,
in accordance with the terms of this Agreement,be allowed to use Classroom 1135 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 September
18,2019,at 11:59prn,unless terminated earlier in accordance with the terms of this Agreement.
3.0 COMPENSATION
3.1 Facility Use Fee-The standard prescribed fee for the use of the Premises,as listed in
Exhibit B of this Agreement,is Three Hundred Dollars($300.00)per day,which for the two-day session
equates to a total under the Agreement of Six Hundred Dollars($600.00)("Facility Use Fee").
3.2 Enrollment Fee-The standard fee that Contractor charges for the BASIC DTA Training
is Seven Hundred Ninety-Eight Dollars($798.00)per student for the two-day training session
("Enrollment Fee"). Under no circumstances shall City be held liable for the Enrollment Fees of any
attendee of the training who is not an employee of the City.
OFFICIALRECORD
Professional Se i�°�I A%RETARY
City of Fort Worth a id sFpr H, TX
Page o
3.3 Exchange of Value-In lieu of a cash exchange,Cit� and Contractor agree that as
consideration for the use of the Premises listed above by Contractor for the training of no more than
thirty(30)outside,non-City law enforcement personnel,Contractor will provide the City with five(5)
no-cost enrollments for the two-day session of the BASIC DTA Training,and City agrees that the
provision of these five no-cost enrollments to the City represents fair and equitable consideration for the
Facility Use Fee described above.
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 City facilities at no
charge to Contractor for the Services and by furthering Contractor's mission by educating law enforcement
departments and personnel. Contractor has accepted this as valuable consideration for its performance of the
Services under this Agreement. Additionally,City agrees that the Contractor's Services will provide a benefit
to City by providing the City five free seats for Fort Worth Police Department Officers to attend the BASIC
DTA training. 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 at least 10 days'written notice of termination.
5.2 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.
5.3 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 dataa to City in a machine readable format
or other format deemed acceptable to City.
6.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE P RA TIES
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 beast 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 s a,so agrees to provide the City with
information regarding the classroom size necessary to conduct the g at least two(2)weeks prior to the
start of Services.
The minimum enrollment for Services is twenty-five (25) participants, not including the City's five
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 2 of 22
no-cost enrollees. 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
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 date this Agreement becomes
effective,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
Professional Services Agreement
City of fort Worth and SST,USA,INC.
Page 3 of 22
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 requiremeots 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.
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 condition 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 res�ondeat superior shall not apply as
between City,its officers,agents, servants and employees,and Contr ,ctor, 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 CPntractor.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),
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
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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 ANY RESULTING 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 EMPLOYEESS,
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
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
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 5 of 22
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 subcontracts subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
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.
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
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 6 of 22
Assistant City Manager
200 Texas Street
Fort Worth TX 761 02-63 1 1
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: Kayla Pegues
Office Manager
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.
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
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 7 of 22
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 a#y 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 defy 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 sco�e 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 interpiretation of this Agreement or Exhibits
«A,„ «B,„"C"or"D
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.
26.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A, B, C and D, contains the entire understanding and
agreement between City and Contractor,their assigns and successors In interest,as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent 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.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 8 of 22
29.0 IMMIGRATION AND NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Contractor shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Contractor employee who is not legally eligible to perform such services.
CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
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,
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 the Assistant Secretary of Supplier whose name, title and signature is affixed on the
Signature Page of this Agreement and which is authorized by the party who has allowed for such
representation on Exhibit D. Each party is fully entitled to rely on these warranties and representations in
entering into this Agreement or any amendment hereto.Any signature delivered by a party by facsimile or
other electronic transmission (including email transmission of a portable document file (pdf) or similar
image)shall be deemed to be an original signature hereto.
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
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 9 of 22
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;270 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�oycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Contractor certifies that Contractor's signature provides written verification to the City that
Contractor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract.
(signature page follows)
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 10 of 22
CITY OF FORT WORTH: SST, USA, INC.
By:Jest u`J.Chapa(Aug30, O19) By. p�
Jesus J. Chapa Kay4P es r
Assistant City Manager Office Manager
Date: Date:2R' : '�
APPROVAL RECOMMENDED BY:
By: Edwin Nrau�,20����
Edwin Kraus
Chief of Police
Date:
APPROVED AS TO
FORM AND LEGALITY:
GG
By: Trey Qualls(Aug 30,2019)
Trey Qualls ®�-r, '
Assistant City Attorney o ..
ATTEST: U 2
Br Ronald P.Gonules(Aug 30,2019)
y. _
Mary J. Kayser
City Secretary Xl��
Form 1295 Certification No: NOT REQUIRED
This agreement 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.
✓arnes Gunn
James Dunn(Aug29,2019)
James Dunn
Fort Worth Police Officer
OFFICIAL RECORD
Profess onal Services LA¢7r�e�e�ntA
City of Fort dG anit RY
FT. 1'di ,`Tx
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 m�dia 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 ovidentiary 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 pra ices
b. Facebook privacy checkup: implications and fundamental
c. Staff safety:things to know
d. Safeguards to protecting yourself and your family's personal information online
EXHIBIT B
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 12 of 22
RENTAL FEES AND POLICIES
BOB BOLEN PUBLIC SAFETY TRAINING CENTER
Rental Fees&Policies
509 W.Felix Street
Fort Worth,TX 76115
(017)392-6875 or(817)392-6074
Reservations for the meeting and training facilities at the Bob Bolen Public Safety Training
Center(BBPSTC)can be booked out a maximum of 6 months.Use of the facilities by the Fort
Worth Fire Department(FWFD)or the Fort Worth Police Department(FWPD) may supersede
other group bookings with at least 10 days of notice provided (except in the case of
emergencies and natural disasters where advance notice may not be feasible).
Please Read the Following:
1. Event Holder shall comply with all laws(federal,state and local)Including all ordinances
of the City of Fort Worth and rules,regulations and requirements of the Fire and Police
Departments. Violations of these laws and the rental policies listed below may result
in the immediate termination of this rental agreement and forfeiture of any and all
reservation fees and could result In the Event Holder not being allowed to rent BBPSTC
In the future.
2. Persons making the reservation should specify the exact time BBPSTC is needed.
Admittance shall not be made prior to the time specified. If reservation extends beyond
the designated time, additional rental and staff time charges will be assessed In half-
hour increments.
3.The number of guests shall be restricted to the maximum capacity of each space.
4. Pricing and policy requirements are subject to change without notice.
For reservations,contact BBPSTC administrative staff at:
817-392-6875 or817-392-6874
RPSTC HOLrc of OnPration
Meeting Facilities: Monday-Friday,8a-5p
Fire Drill Grounds:Tuesday-Thursday,8a-5p
Event Booking Office: Monday-Friday,9a-4p
After Hours(Subject to Staffing Availability): Daily, 7a-8a and 5p-10p
BBPSTC Is closed the following holidays: New Year's Day, Martin Luther King Day,Memorial
Day, Fourth of July,Labor Day,Thanksgiving Day,the day after Thanksgiving,and
Christmas.
POINT OF CONTACT: Each event request must have a designated point of contact (POC)
who is a City of Fort Worth employee. The POC must agree to this policy and acknowledge
the conditions set forth herein. The POC is responsible for the administrative needs of the
event; set-up and clean-up; the condition of the rented space after use Including returning
furniture and other items to their original position, repairing any damages or additional
cleaning that may be required; and notifying BBPSTC administrative staff of any requests to
cancel or reschedule a planned event. If audio/visual equipment is to be used during the
event,the POC should also coordinate a time prior to the event to complete an orientation on
the equipment. The person listed as the POC shall be the sole contact person for purpose of
this agreement.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 13 of 22
POLICE MEETING FACILIfIE **
Classroom 1134(max.35) $285 $475
Classroom 1135(max.35) $300/4 hours only after 5pm)
Computer Lab 1142(max.24) $285 $475
Computer Lab 1146(max.24) $285 $475
Classroom 1166(max.48) S2S5 $475
Classroom 1233(max.48) $425 $710
Classroom 1416 Weapons Range $285 $475
Area(max. 2)
Classroom 1426 Weapons Range $425 $710
Area(max.48)
Classroom 1439 Weapons Range $285 $475
Area max.32
Firing Range# 1(50 yard,40lane) $650/hour(4 hour minimum required)
Firing Range# 2(25 yard,5 lane) 5125/hour(4 hour minimum required)
Firing Range# 3(25 yard,30lane) $425/hour(4 hours minimum required)
Firing Range#4 100 yard, 10lane $165 hour 4 hour minimum required)
Tactical Village $100/hour
Driving Track $100/hour
Use of Force Simulator $65/hour
Polk*Additional Staffing
Police Officer $68/hour per person
IT Liaison $68/hour per person
Police Instructor $75/hour per person
*Janitorial $31/hour per person
*Police Stipulations
*Room 1135 is available for use after 5pm $300/4 hours if approved for use)
*Specialized areas are charged per hour
*Janitorial-Recommends 2 staff members per every 175 guests
• For POLICE license Fees that are stated on a per day basis,and Licensee agrees to pay the full daily License Fee,even if any or all of the
respective S are used oro bno ada.
HOTS:All rental fees and deposits are due in full at time of booking and maybe paid by credit debit card.Prices fisted above are subject to
change.Base rates listed above do not Include overtime fees orde~s.
In the care of city of fort Worth departments,only non-General fund departments WHI b}charged fees for space reservations.General
Fund departments wdl only be charged where supomentol fees are required for extra s&Wcet such as janitorla4 security,etc.
RESCHEDULING AND CANCELLATION REQUESTS: Requests to cancel or
reschedule an event should be sent to BBPSTC administrative staff in writing at least
14 calendar days before the original event date. Events may be rescheduled to a
later date within six months of the original date based on space availability. A
reschedule fee of$50 per rented space will apply. Cancellation refunds shall be as
follows and may take up to 8 weeks to process:
6 weeks or more prior to event Refund 75%
of rental fee 2-6 weeks prior to event Refund 50%
of rental fee Less than two weeks prior to event No
refund
Cancellation due to inclement weather Reschedule or Refund 75%of reservation fee
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 14 of 22
OVERTIME FEES: After hours staffing rates may apply for events taking place after 5pm
and/or on weekends.
PAYMENT:Payments may be made by debit or credit card or check.A reservation
booked under false pretenses will be canceled and will vokl any refunds of your
payment.
DECORATIONS AND EVENT SIGNAGE: Event holder shall not be permitted to nail, tack,
screw or otherwise physically attach materials to any part of BBPSTC, Including the ceiling,
walls, window treatments, fixtures, windows,etc. All decorations and signage must be on a
table or freestanding. In addition, no paint sprays,glitter,confetti,shoe polish or open flames
may be used In any part of BBPSTC. This Includes items such as candies, hurricane torches
or lanterns. Battery operated candles are permissible. All tables,decorations, displays, etc.
must be arranged so that clear and unobstructed pathways (as determined by BBPSTC) are
maintained throughout all areas of the facility. Emergency exits cannot be blocked. The POC
Is required to submit a proposed plan for decorations and event signage to BBPSTC
administrative staff for review and approval a minimum of 14 calendar days prior to your
event. Once this proposal has been approved, notice of any changes,adds,and/or moves will
be required 48 hours prior to event.
TABLES: Classroom spaces are reserved as-is. No moving of tables, chairs, or equipment.
Multi-purpose Room rental fees include the use of tables and chairs.Our table sizes vary.Our
tables and chairs may not be taken outside.The POC is required to submit a set-up diagram
to BBPSTC administrative staff for review and approval a minimum of 14 calendar days prior
to your event. Once this diagram has been approved, notice of any changes, adds, and/or
moves will be required 48 hours prior to event. Changes, adds, and/or moves requested on-
site will be charged a $50 Change Fee. Tables and chairs will be set up by the Event Holder
at their own risk and expense.
DANCING AND MUSIC:Dancing is not allowed. Musk, Including live bands and DIs,may be
permitted under limited circumstances in the Multi-Purpose Room and Lobby with preapproval
from BBPSTC administrative staff. Space for music greatly reduces the maximum capacity of
these rooms. Noise levels must not disturb other building guests as determined by BBPSTC
administrative staff. Noise violators are subject to immediate removal from grounds
without refund. BBPSTC reserves the right to limit music volume and song content.
IT, SOUND &A/V EQUIPMENT: The POC and any other persons responsible for making
audio-visual arrangements for the event will need to schedule time to meet with a member
of BBPSTC administrative staff at least 7 calendar days prior to the event. BBPSTC does not
provide audio equipment or extension cords. You should notify us of your A/V needs when
you rent the room. Microphones, lecterns, projection screens, may be available for use on a
limited basis at an additional charge to the Event Holder. An IT Liaison will be available to
assist with operator errors, but staff is not available to fix malfunctioning equipment. Event
Holders requiring access to computers and/or the Internet may be required to complete a
separate Network Access Agreement.
FOOD & BEVERAGES: Events providing food and/or beverages must have prior approval
from BBPSTC administrative staff at least 14 calendar days In advance of your event.All food
and beverages must either be prepared by an established caterer and/or restaurant or
packaged in its original retail packaging. Rental of a room does not guarantee private use of
the catering kitchen, as It Is a shared kitchen with all BBPSTC patrons. Cleaning items,
utensils, etc. are not furnished when utilizing the kitchens. You are responsible for making
sure the kitchen/catering area is clean after your rental.No items may be left in BBPSTC after
the specified rental period. Storage space is not provided except during rental times. Please
discuss this information with your caterer. Food and drinks are not allowed in the Computer
Lab and Auditorium. Only beverages with covered lids are allowed in the Classrooms and Fire
Drill Grounds.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 15 of 22
PHOTOGRAPHY: Photography must be approved by BBPSTC prior to the event.There Is no
charge for photography during a scheduled event in your scheduled area.
PARIQNG: Self-parking Is available in the Main Parking Lot ONLY. Occasionally multiple
events are held at BBPSTC which result in additional traffic and limited parking availability.
We endeavor to inform you of any such events that are planned for the same date and time
as your event and their potential impact so that you may plan accordingly. Regardless of
impact,you will be bound by the terms of your rental contract and these regulations.
OTHER INFORMATION:
• We are a non-smoking facility. No smoking permitted, I�ricluding e-cigarettes, In the
building.Ashtrays are available in the designated areas.
• No animals will be permitted in BBPSTC except for service animals currently onduty.
• Non-employee licensed open/concealed firearms are prohibited at the BBPSTC.
• Vehicles are NOT permitted to drive over curbs, sidewalks,or on any areas other than
those designated as road or parking spaces at any time.
• Limited storage space is available. Please contact the BBPSTC administrative staff for
more Information. Staff may sign for deliveries but will rot be responsible for them.
Decorations,equipment,or supplies must be removed from the building at the end of
the rental period.
• Any activity, meeting,etc.,which BBPSTC administrative staff deems as detrimental to
the facilities will not be permitted. BBPSTC reserves the right to exclude any groupor
Individual deemed to be a risk to the City of Fort Worth and/or BBPSTC property or
Interests.
• No children's parties will be scheduled.Should an event be,=ked under false pretenses,
all deposit funds will be forfeited.
• BBPSTC is a secured facility.All visitors are required to entar throug h the metal detectors
located at the main entrance.
• Inquiries regarding the accessibility for those with disabilities should be directed to
BBPSTC administrative staff at(817)392-6875.
I confirm by signature below, that I have read and understand the rules and
regulations stated herein governing facility use,,and agree to abide by all rulesand
assume financial responsibility for any damages to the facility andequipment.
Organizatbn Name
Name of Event Event Date
POC Printed Name POC Phone Number
POC Signature Date
POC Mailing Address City State Zip
POC Ernall Address
A signed contract and payment of the rental fee and deposit is required to confirm your event booking
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 16 of 22
EXHIBIT C
FACILITIES USE REQUIREMENTS
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
'rlie 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 September 17,
2019,and ending on September 18,2019,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
City of Fort Worth and SST,USA,INC.
Page 17 of 22
3.0 HOLDOVER TENANCY
Unless terminated earlier pursuant the terms of this Agreement,this Agreement will expire without
further notice when the Term expires. Any holding over by Contractor after the Term expires will not
constitute a renewal of the Agreement or give Contractor any rights in or to the Premises,except as a tenant
at will.
4.0 DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement, 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,rubs,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 Ci�.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City at least
twenty-four (24) hours prior to the scheduled start time. In case of emergency or Force
Majeure Events, the Contractor must notify the City promptly upon learning of such
emergency or Force Majeure Events.
4.1.4 NOT USE THE PREMISES FOR ANY PUP.POSE NOT SET FORTH IN THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY
UNAUTHORZED BUSINESS.
4.1.5 Report any maintenance or repair needs to the City as soon as practicable.
4.1.6 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 subcontractors that subcontractors shall notify City as
required by Contractor in this subsection.
4.1.7 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.
4.1.8 City will provide Contractor with necessary keys and security codes for access to
the Premises.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 18 of 22
4.1.9 Contractor will notify City immediately if the security of the Premises is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power available at
the Premises for the ordinary and intended use of such, which includes lighting,
heat and air conditioning, and water. City shall not be liable or responsible for
accidents or unavoidable delays.
4.2.2 Ensure the Premises is suitable for its intended purpose.
4.2.3 Ensure the Premises is ready for set up by Contractor in accordance with
any reasonable requests of the Contractor.
5.0 LIENS
Contractor shall do no act or make any contract that may create or be the foundation for any lien
upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be
void. Should any purported lien on City property be created or filed,Contractor,at its sole expense,shall
liquidate and discharge the same within ten(10)calendar days after notice from the City to do so. Should
Contractor fail to discharge the same,such failure shall constitute a breach of this Agreement,and the City
shall have the right to terminate this Agreement immediately. However, Contractor's financial obligation
to City to liquidate and discharge such lien shall survive following termination of this Agreement and until
such a time as the lien is discharged.
6.0 CARE OF THE PREMISES
6.1 Contractor, 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 as good or better condition as it existed at the beginning of
the Services or scheduled 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,the reasonable costs of repairing
the damage, and whether, under the terms of this Agreement, the Contractor is responsible. City shall be
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 19 of 22
the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixtures, or
furniture by the Contractor. The costs of repairing any damage to the Premises shall be immediately due
and payable by the Contractor upon Contractor's receipt of a written invoice from City.
6.4 Subject to the prior written consent of the City,Contractor may place any signs within the
Premises necessary to indicate Contractor's name and location. Any sign shall be prepared and installed by
the Contractor, at the sole cost of Contractor, in accordance with applicable rules and regulations of the
City and in keeping with the Premises'decor. Any special requirements of Contractor contrary to the above
must be made a part of this Agreement by written amendment.
7.0 FORCE MAJEURE
If either party is unable, either in whole or part, to fulfill its obligations under this License due to
acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections;riots;epidemics;public health crises;earthquakes;fires;floods;restraints or prohibitions by
any court,board,department,commission,or agency of the United States or of any state; declaration of a
state of disaster or of emergency by the federal, state, county, or City government in accordance with
f 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;ore losion;or some other reason beyond
the parties' 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> gainst the City for damages resulting
from any such Force Majeure Event.
i
8.0 RIGHT OF ENTRY AND INSPECTION
In providing use of the Premises by Contractor, City does not relinquish the right to control the
management of the Premises,or the right to enforce all necessary and proper rules for the management and
operation of the same. After receiving notice by City, Contractor must permit City or its agents,
representatives, or employees to enter the Premises for the purposes of inspection; determining whether
Contractor is complying with this Agreement;maintaining,repairing,or altering the Premises;or any other
reasonable purpose. During any inspection, City may perform any obligations that City is authorized or
required to perform under the terms of this Agreement or pursuant to its governmental duties under federal,
state, or local laws, rules, or regulations. In the event of an emergency, no advance notice from City is
required.
9.0 LICENSES AND PERMITS
Contractor shall,at its sole expense,obtain and keep in effect all licenses and permits necessary for
its operation.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 20 of 22
10.0 ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement,Contractor shall comply with the following
upon termination or expiration of the Agreement:
10.1 Prior to the effective date for expiration or termination of the Agreement,Contractor shall
promptly remove all of its personal property; provided, however, Contractor shall not be obligated to
remove any fixtures. Contractor shall also repair any damage to the Premises that occurred during
Contractor's use of the Premises, including,but not limited to,any damage that Contractor causes during
removal of Contractor's property,to the reasonable satisfaction of the City.
10.2 If Contractor fails to comply with its obligations in this Section, City may, at its sole
discretion, (i) remove Contractor's personal property and otherwise repair the Premises and invoice
Contractor for City's costs and expenses incurred,such invoice to be due and payable to City within thirty
(30)calendar days of its delivery to Contractor;or(ii)following no less than thirty(30)calendar days prior
written notice to Contractor,take and hold any of Contractor's personal property as City's sole property;or
(iii)pursue any remedy at law or in equity available to City.If Contractor fails to surrender the Premises to
City following termination or expiration of the Agreement, all liabilities and obligations of Contractor
hereunder shall continue in effect until such is surrendered.
10.3 Upon termination,all funds owed to the City shall be due and payable by the tenth(loth)
calendar day after the effective date of termination.
11.0 ACCESS
11.1 Contractor will only use areas of the Premises that are approved in advance by City.
11.2 Contractor will assure that Program Participants adhere to the Services hours set forth in
the Agreement. Earlier access may only be granted by prior written 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 at any time.
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 21 of 22
EXHIBIT D
VERIFICATION OF SIGNATURE AMORITY
Execution of this Signature Verification Form ("Form") hereby codifies that the following individuals
have the authority to legally bind Contractor and to execute any agreement,amendment,or change order
on behalf of Contractor.Such binding authority has been granted by proper order,resolution,ordinance,or
other authorization of Contractor.City is fully entitled to rely on the warranty and representation set forth
in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an
updated Form within ten (10) business days if there are any chanjTes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Contractor.
Name: Kayla Pegues
Title:
Al/1-1-1A 20wai"l
Sig atu
Name:
Title:
Signature
Name:
Title:
Signature
Name: Theresa Campbell
Signature of President/CEO
Other Title:
Date: 8R6/19
Professional Services Agreement
City of Fort Worth and SST,USA,INC.
Page 22 of 22