HomeMy WebLinkAboutContract 54303 54303
City Secretary Contract No.
FO R RT H"I'll
PROFESSIONAL SERVICES AGREEMENT
02X Human Performance,LLC
This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation
and 02X Human Performance, LLC ("Vendor"), a Foreign Limited Liability Company, each
individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Sole Source Justification
3. Exhibit B—Scope of Services;
4. Exhibit C—Price Schedule; and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services.COVID-19 course of instruction. This class will be hosted on the
individual's Tactical Athlete Portal account in order to prevent the spread of COVID-19,
prepare individuals on how to remain healthy throughout the duration of the pandemic and
respond with appropriate health and wellness measures. Exhibit`B,"-Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below("Effective
Date") and shall expire on August 31, 2021 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to Four (4) one-year renewal
options,at City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who
perform services under this Agreement in accordance with the provisions of this Agreement and
Exhibit "C," — Price Schedule. Total payment made under this Agreement per year, including each
renewal year,by City shall be in an amount up to Seventy Five Thousand Dollars and no cents($
75,000.00).Vendor shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
Professional Services Agreement OFFICIAL RECORD page 1 of 22
02X Human Performance,LLC CITY SECRETARY
FT.WORTH, TX
City Secretary Contract No.
4. Termination.
4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor 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, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,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.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor 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. Vendor 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,
Vendor 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.
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6. Right to Audit.Vendor 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 Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor 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,Vendor 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,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat
superior shall not apply as between City,its officers, agents, servants and employees, and Vendor,its
officers,agents, employees, servants,Vendors and subVendors.Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.
It is further understood that City shall in no way be considered a Co-employer or a Joint employer of
Vendor or any officers, agents, servants, employees or subVendor of Vendor.Neither Vendor,nor
any officers,agents, servants, employees or subVendor of Vendor shall be entitled to any
employment benefits from City.Vendor 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
subVendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR 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
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'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 VENDOR,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
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8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor 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 Vendor 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, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor 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 Vendor'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,Vendor 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 Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor 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 Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
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10. Insurance.Vendor shall provide City with certificate(s)of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
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acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations.Vendor 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 Vendor of any violation of such laws, ordinances,rules or regulations,
Vendor shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.Vendor,for itself,its personal representatives, assigns, subVendors
and successors in interest, as part of the consideration herein,agrees that in the performance of
Vendor'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
VENDOR,ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR
SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND
TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH
CLAIM.
13. Notices.Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when(1)hand-delivered to the other party, its agents,employees,
servants or representatives, (2)delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt
requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth O2X Human Performance,LLC
Attn: Valerie Washington Paul McCullough,Co-Founder
200 Texas Street 28 New Driftway, Ste. 5
Fort Worth,TX 76102-6314 Scitute,MA 02066
Facsimile: (817)392-8654 Facsimile: 617-801-8543
With copy to Fort Worth City Attorney's Office at
same address
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14. Solicitation of Employees.Neither City nor Vendor shall,during the term of this Agreement and
additionally for a period of one year after its termination,solicit for employment or employ,whether as
employee or independent contractor,any person who is or has been employed by the other during the
term of this Agreement,without the prior written consent of the person's employer.Notwithstanding
the foregoing,this provision shall not apply to an employee of either party who responds to a general
solicitation of advertisement of employment by either party.
15. Governmental Powers.It is understood and agreed that by execution of this Agreement, City does
not waive or surrender any of its governmental powers or immunities.
16. No Waiver.The failure of City or Vendor 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
Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law/Venue.This Agreement shall be construed in accordance with the laws of the State
of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the
United States District Court for the Northern District of Texas,Fort Worth Division.
18. 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.
19. Force Majeure.City and Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control,including,but not
limited to,compliance with any government law, ordinance or regulation, acts of God, acts of the
public enemy, fires, strikes, lockouts,natural disasters,wars,riots,material or labor restrictions by
any governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling.Headings and titles used in this Agreement are for reference purposes
only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this Agreement
or Exhibits A,B, C and D.
22. 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.
23. Entirety of Agreement. This Agreement,including Exhibits A,B,C and D,contains the entire
understanding and agreement between City and Vendor,their assigns and successors in interest, as to
the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts.This Agreement may be executed in one or more counterparts and each counterpart
shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one
and the same instrument.
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O2X Human Performance,LLC
City Secretary Contract No.
25. Warranty of Services.Vendor warrants that its services will be of a high 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 Vendor's
option,Vendor 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 Vendor for the
nonconforming services.
26. Immigration Nationality Act. Vendor 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,Vendor shall provide City with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Vendor 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 Vendor employee who is not
legally eligible to perform such services.VENDOR SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall
have the right to immediately terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product.City shall be the sole and exclusive owner of all reports,work papers,
procedures,guides,and documentation, created,published,displayed,and/or produced in conjunction
with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be
the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of 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,Vendor 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.
28. Signature Authority.The person signing this Agreement hereby warrants that he/she has the legal
authority to execute this Agreement on behalf of the respective party,and that such binding authority
has been granted by proper order,resolution,ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor
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.
29. Change in Company Name or Ownership.Vendor 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 Vendor 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.
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30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than
$100,000,this section does not apply.Vendor 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,Vendor certifies that Vendor's signature
provides written verification to the City that Vendor:(1)does not boycott Israel; and(2)will not
boycott Israel during the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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02X Human Performance,LLC
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
ULAIJ responsible for the monitoring and administration of
By: valeriewashington(Aug 19,202016:41 CDT) this contract,including ensuring all performance and
Name: ValerieWashington
reporting requirements.
Title: Assistant City Manager
Date: Aug 20, 2020 20—
By: Mark Rauscher(Aug 18,202016:47 CDT)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Assistant Fire Director
APPROVED AS TO FORM AND LEGALITY:
By: J s Davis(Aug 18,202016:48 CDT)
Name: JamesDavis
Title: Fire Chief o44�nuu "�Ecr�h-i�
oo�FORT�aa By: Christopher A stria(Aug19,202015:16CDT)
�,°�°° °°° 00 Name: ChristopherAustria
ATTEST: SAO Title: Assistant City Attorney
Pva o=G
pPa o �
nE�pSoo" CONTRACT AUTHORIZATION:
M&C:N/A-24089-03-2020(March 19,2020)
By: and 24161-04-2020(April 7,2020)
Name: Mary Kayser
Title: City Secretary
VENDOR:
02X Human Performance,LLC
By: baud N-zC "�
Name: Paul McCullough
Title: Co-Founder
Date: August 18 2020
Professional Services Agreement OFFICIAL RECORD page 10 of 22
02X Human Performance,LLC CITY SECRETARY
FT.WORTH, TX
EXHIBIT A
SOLE SOURCE JUSTIFICATION
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: FIRE
Name of Contract Manager: Mark Rauscher
Department's Attorney: Christopher Austria
Item or Service sought:
Goods:
Service: 02X Human Performance COVID-19 Training and
Virtual Partnership
Anticipated Amount: $75,000.00
Vendor: 02X Human Performance
Current/Prior Agreement for item/service: Yes No X
CSC or Purchase Order#:
Amount:
Projected M&C Date:
How will this item or service be used? Firefighters will receive an approved CAPCE COVID-19
course of instruction. This class will be hosted on the individual's Tactical Athlete Portal account
in order to prevent the spread of COVID-19,prepare individuals on how to remain healthy
throughout the duration of the pandemic and respond with appropriate health and wellness
measures.
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02X Human Performance,LLC
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety of the
City of Fort Worth's residents;
A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
X A procurement for personal, professional, or planning services;
A procurement for work that is performed and paid for by the day as the work
progresses;
A purchase of land or a right-of-way;
Paving drainage, street widening, and other public improvements, or related
matters, if at least one-third of the cost is to be paid by or through special assessments
levied on property that will benefit from the improvements;
A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
A payment under a contract by which a developer participates in the construction
of a public improvement as provided by Subchapter C, Chapter 212;
Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Services performed by blind or severely disabled persons;
Goods purchased by a municipality for subsequent retail sale by the municipality;
Electricity; or
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02X Human Performance,LLC
Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
A team of world class experts will deliver presentations covering physical conditioning,
nutrition, sleep science, resilience, and mental performance. The 02X integratedpproach to
trainingigned to meet the unique job-related demands of tactical athletes.
Musculoskeletal injuries are common in active duty firefighters. These injuries have significant
medical and operational effects including increased prevalence of cardiovascular disease and
excessive costs related to treatment and disability. The purpose of this study was to determine the
impact of a comprehensive health, wellness, and safety initiative on overall fitness and injury
prevalence in active duty firefighters. This retrospective analysis, collected data from firefi hg ters
(N=148)who participated in 02X training programs between September 2016 and March 2017.
The training consisted of an initial lead-in week that included 40 hrs of lectures and supervised
physical training followed by a periodized, tactical exercise training program. Demographics and
performance scores from a battery of tests known as Key Performance Indicators (KPIs,) were
collected at baseline and at the end of each 16-wk program. The number of injuries contributing
to paid time off, sick calls, salary and overtime costs, incidence of musculoskeletal injury, and
incidence of disease were evaluated. KPIs improved in more than 89% of the population,
depending on the fitness outcome. Overall cost savings was $6.3 million. The most impactful
changes included a 19%reduction in monthly injuries and paid time off, 39% reduction in
monthly sick calls, 33.3%reduction in costs related to Cardiac disease, 23.4%reduction in
Cancer-related costs, and a 20%reduction in neck injury costs. These data demonstrate that the
five principles of improvement established and reinforced by 02X are effective in instilling
sustainable gains, functional fitness, and reducing injury in fire department personnel.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source,including:
• items that are available from only one source because of patents,copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
Professional Services Agreement Page 13 of 22
02X Human Performance,LLC
• management services provided by a nonprofit organization to a municipal
museum,park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
The FWFD has had 10-12 firefighters, the fire chaplain and the physical trainer attend training
over the last two years at 02X Austin convention for Peer Fitness and the training has been used
with Recruit Training the past two years.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Did you attach a sole source justification letter? X yes no
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
02X Human Performance is a service-disabled veteran owned small business (SDVOSB/Cage
Code: 7ZUM8). The 02X team is founded by former Navy SEALS and made up of Special
Operations veterans, first responders, and elite athletes from college,professional, and national
arenas. 02X Human Performance Specialists are industry leaders and subject matter experts
from top tier human performance facilities across the country. They come from special
operations units, professional sports, the US Olympic training center, etc. 02X Specialists have
extensive experience, education, and certifications including: MD, PhD, MS, RD, CSSD,LDN,
NASM,NSCA, CSCS, CSCS*D, C-IAYT, SCCC, SFG, FMS, AADP, PRI, USAW, PT, DPT,
OCS, SCS,MTC.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? V/ Yes No.
Was there anything attached to this form that was relied on in making this determination?
Yes No.
If yes,please explain: Course and instructor information letter from vendor
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes No.
Professional Services Agreement Page 14 of 22
02X Human Performance,LLC
If yes, please explain:
Will the standard terms and conditions apply? Yes No.
Will the contract require special terms? Yes No.
Will the contract require review by the department attorney? Yes No.
Approved By:
Date: 8.6.2020
ylor Paris/Jo Pate
Assistant City Attorney
Professional Services Agreement Page 15 of 22
O2X Human Performance,LLC
02X Human Performance COVID-19 Training and
Virtual Partnership
Delivered to:
Chief Jim Davis
April 16, 2020
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HUMAN PERFORMANCE
Company Information
02X Human Performance
28 New Driftway,Suite 5
Scituate,MA 02066
02X Human Performance was incorporated on December 16,2013 in Delaware.
Cage code:7ZUM8
DUNS#:080599878
O2X Company Overview
02X Human Performance was founded in December of 2013 and currently provides comprehensive wellness,performance,and
leadership services to individuals from more than 100 federal,state,and local jurisdictions as well as educational institutions and
private sector companies.02X provides training,education,and resources to firefighters,law enforcement officers,students,city
employees,federal workers,athletes,and private sector companies that increase job performance,support healthy lifestyles,and have
been proven to reduce healthcare costs associated injuries and illnesses.
02X Human Performance is a service-disabled veteran owned small business(SDVOSB/Cage Code:7ZUM8).The 02X team is
founded by former Navy SEALS and made up of Special Operations veterans,first responders,and elite athletes from college,
professional,and national arenas.02X Human Performance Specialists are industry leaders and subject matter experts from top tier
human performance facilities across the country.They come from special operations units,professional sports,the US Olympic
training center,etc.02X Specialists have extensive experience,education,and certifications including:MD,PhD,MS,RD,CSSD,
LDN,NASM,NSCA,CSCS,CSCS*D,C-IAYT,SCCC,SFG,FMS,AADP,PRI,USAW,PT,DPT,OCS,SCS,MTC.
O2X Human Performance Services
02X Human Performance has an extensive record of working to implement successful programs within large local public-sector
agencies,both unionized and not.
For over 6 years,we have worked on a variety of human performance initiatives with dozens of municipalities and elite organizations.
This includes Boston Fire Department,with more than 1500 members,to implement a comprehensive wellness program that has
included education,training,screenings,resources,seminars,tracking and reporting,and remote support.This initiative targets not
only the active duty firefighters,but also support and administrative staff,civilian fire department employees,and the families of
BFD members.Outcomes of the program have included overwhelmingly positive anecdotal feedback for participants,an average
NPS of 91,and defmitive cost savings($4.7M)associated with a reduction in sick leave,workers comp claims,and backfill staffing
to account for injury and illness absences.
02X Human Performance has also implemented similar programs with other public sector agencies including the Massachusetts
Army National Guard(5000 employees);Washington DC(2000 employees);Loudoun County,VA(600 employees);Prince
George's County,MD(1000 employees);Broward County,FL(750 employees);Ft.Lauderdale,FL(420 employees)and many other
agencies within the Federal Government.We have tremendous experience implementing effective wellness,performance,and
leadership programs across large and diverse populations.
Multiple jurisdictions have received direct funding for 02X programs through federal and local grants under the health and wellness
heading.02X has also been approved as a health and wellness program vendor with the DC Metropolitan Region's Council of
Governments following an extensive vetting process.
Additional examples of successful 02X programs can be found in collegiate and professional level athletic programs as well as
private sector corporations.These partnerships serve to build future leaders within organizations and help prepare professionals for
life as leaders within the public or private sector.
COVID-19 Online Training
In this unprecedented time,there is an imperative need for members of the tactical community to have the education and resources
necessary to combat the COVID-19 crisis,understanding that they will be exposed to this virus before the pandemic is over.The
issues that the fire service face are eerily similar to the ones causing serious risk factors with the COVID-19 virus.While this is an
unfortunate reality,most of these risk factors are modifiable through personal prevention using the Eat,Sweat,Thrive methodology,
and putting a strong focus on heart and lung health,weight loss,and blood sugar stabilization. The mental health issues that this
crisis is causing are undeniable,and the 02X virtual resources deploy stress mitigation techniques,resilience and post-traumatic
stress education,and an outlet of experts to be used at the member's disposal.Having the 02X virtual resources will be critical to the
health,wellness,and performance of Fort Worth Fire Department members during the COVID-19 Crisis.
Each member will receive an approved CAPCE COVID-19 course of instruction eligible for(5)Con-Ed credits.This class will be
hosted on the individual's Tactical Athlete Portal account in order to prevent the spread of COVID-19,prepare individuals on how to
remain healthy throughout the duration of the pandemic and respond with appropriate health and wellness measures.The course
includes,but is not limited to:
• Leading Through Adversity in a Time of Uncertainty
• Issues Facing the Fire Service:Modifiable Risk Factors of COVID-19
• Personal Prevention:Eating to Boost Immune System
• Personal Prevention:Conditioning for Heart Health,Lung Health,and Immune System Building
• Personal Prevention:Thrive-Strategies for Managing Stress,Impact of Sleep for Immunity
Virtual Partnership with continued resources to battle the COVID-19 Pandemic
02X Human Performance utilizes a virtual Tactical Athlete Portal&Mobile Application to provide clients with access to resources
that support our programs.We would use this same platform as the base for all enrollments of members in the program.The Portal
provides a robust amount of human performance content from all areas the EAT SWEAT THIRVE curriculum and continued access
to our subject matter experts.All inquiries will be answered within 24-hours of submission.Inquires made during normal business
hours typically are responded to within in the same business day.
• Individual 02X Human Performance online accounts
• Annual 24n Access to the 02X Portal and mobile application
• Annual access and virtual mentorship from Tier 1 Human Performance Specialists
• Daily content with the 02X EAT SWEAT THRIVE Methodology
• Overall Human Performance Assessments/Profile for each member(customized reports)
• Collective Human Performance Assessment/Profile for the full organization(customized reports)
O2X EAT SWEAT THRIVE Training and Education for COVID-19
Through the EAT SWEAT THRIVE curriculum,our team will deliver a combination of engaging classroom sessions and practical
evolutions that target the most essential elements of performance for tactical athletes:fatigue management,performance nutrition,
stress mitigation and the fundamentals of durability(injury prevention).Following the workshop,participants will leave armed with
the knowledge and tools they need to make measurable impact in their lives and careers.Each member will also receive a copy of the
best-selling book Human Performance for Tactical Athletes. This manual contains the entire 02X curriculum,shared in an
approachable format and bolstered with stories from our specialists,athletes,special operations veterans,firefighters,and more.
• 3-Day Tactical Athlete Certification Programs(Up to 20 personnel)
• 24+hour in-person training and education on Tactical Athlete performance
• Tier 1 Specialists providing practical and classroom education on 02X's EAT SWEAT THRIVE Methodology
• Training on implementation of 02X Methodologies and influencing culture change within departments
• All course materials including textbook,course workbook,content,etc.provided by 02X
• 02X Human Performance Tactical Athlete Certification
• In-person roll out of all resources and Tactical Athlete Portal accounts
• Human Performance Assessments and customized reporting
Budget
COVID-19 Training(all above):Flat Fee:$75,000
Annual partnership:Expires May 1,2020
Paul McCullough,Co-Founder 02X
April 16,2020
EXHIBIT B
SCOPE OF SERVICES
02X Human Performance Services
02X Human Performance has an extensive record of working to implement successful programs within
large local public-sector agencies,both unionized and not.
For over 6 years,we have worked on a variety of human performance initiatives with dozens of
municipalities and elite organizations.
This includes Boston Fire Department,with more than 1500 members,to implement a comprehensive
wellness program that has included education,training, screenings,resources, seminars,tracking and
reporting,and remote support. This initiative targets not only the active duty firefighters,but also support
and administrative staff,civilian fire department employees,and the families of BFD members. Outcomes
of the program have included overwhelmingly positive anecdotal feedback for participants,an average
NPS of 91,and definitive cost savings($4.7M)associated with a reduction in sick leave,workers comp
claims,and backfill staffing to account for injury and illness absences.
02X Human Performance has also implemented similar programs with other public sector agencies
including the Massachusetts Army National Guard(5000 employees); Washington DC(2000 employees);
Loudoun County,VA(600 employees);Prince
George's County,MD(1000 employees);Broward County,FL(750 employees); Ft.Lauderdale,FL(420
employees)and many other agencies within the Federal Government.We have tremendous experience
implementing effective wellness,performance,and leadership programs across large and diverse
populations.
Multiple jurisdictions have received direct funding for 02X programs through federal and local grants
under the health and wellness heading. 02X has also been approved as a health and wellness program
vendor with the DC Metropolitan Region's Council of Governments following an extensive vetting
process.
Additional examples of successful 02X programs can be found in collegiate and professional level
athletic programs as well as private sector corporations. These partnerships serve to build future leaders
within organizations and help prepare professionals for life as leaders within the public or private sector.
COVID-19 Online Training
In this unprecedented time,there is an imperative need for members of the tactical community to have the
education and resources necessary to combat the COVID-19 crisis,understanding that they will be
exposed to this virus before the pandemic is over. The issues that the fire service face are eerily similar to
the ones causing serious risk factors with the COVID-19 virus. While this is an unfortunate reality,most
of these risk factors are modifiable through personal prevention using the Eat, Sweat, Thrive
methodology,and putting a strong focus on heart and lung health,weight loss, and blood sugar
stabilization. The mental health issues that this crisis is causing are undeniable,and the 02X virtual
resources deploy stress mitigation techniques,resilience and post-traumatic stress education,and an
outlet of experts to be used at the member's disposal.Having the 02X virtual resources will be critical to
the health,wellness, and performance of Fort Worth Fire Department members during the COVID-19
Crisis.
Each member will receive an approved CAPCE COVID-19 course of instruction eligible for(5)Con-Ed
credits. This class will be hosted on the individual's Tactical Athlete Portal account in order to prevent the
spread of COVID-19,prepare individuals on how to remain healthy throughout the duration of the
pandemic and respond with appropriate health and wellness measures. The course includes,but is not
limited to:
•Leading Through Adversity in a Time of Uncertainty
• Issues Facing the Fire Service: Modifiable Risk Factors of COVID-19
Professional Services Agreement Page 19 of 22
02X Human Performance,LLC
City Secretary Contract No.
•Personal Prevention: Eating to Boost Immune System
•Personal Prevention: Conditioning for Heart Health,Lung Health,and Immune System Building
•Personal Prevention: Thrive- Strategies for Managing Stress, Impact of Sleep for Immunity
Virtual Partnership with continued resources to battle the COVID-19 Pandemic
O2X Human Performance utilizes a virtual Tactical Athlete Portal&Mobile Application to provide
clients with access to resources that support our programs. We would use this same platform as the base
for all enrollments of members in the program. The Portal provides a robust amount of human
performance content from all areas the EAT SWEAT THIRVE curriculum and continued access to our
subject matter experts.All inquiries will be answered within 24-hours of submission. Inquires made
during normal business hours typically are responded to within in the same business day.
•Individual O2X Human Performance online accounts
•Annual 24n Access to the O2X Portal and mobile application
•Annual access and virtual mentorship from Tier 1 Human Performance Specialists
•Daily content with the O2X EAT SWEAT THRIVE Methodology
•Overall Human Performance Assessments/Profile for each member(customized reports)
•Collective Human Performance Assessment/Profile for the full organization(customized reports)
O2X EAT SWEAT THRIVE Training and Education for COVID-19
Through the EAT SWEAT THRIVE curriculum, our team will deliver a combination of engaging
classroom sessions and practical evolutions that target the most essential elements of performance for
tactical athletes: fatigue management,performance nutrition, stress mitigation and the fundamentals of
durability(injury prevention).Following the workshop,participants will leave armed with the knowledge
and tools they need to make measurable impact in their lives and careers. Each member will also receive a
copy of the best-selling book Human Performance for Tactical Athletes. This manual contains the entire
O2X curriculum, shared in an approachable format and bolstered with stories from our specialists,
athletes, special operations veterans, firefighters,and more.
• 3-Day Tactical Athlete Certification Programs(Up to 20 personnel)
•24+hour in-person training and education on Tactical Athlete performance
•Tier 1 Specialists providing practical and classroom education on O2X's EAT SWEAT THRIVE
Methodology
Tactical Athlete performance
•Tier 1 Specialists providing practical and classroom education on O2X's EAT SWEAT THRIVE
Methodology
•Training on implementation of O2X Methodologies and influencing culture change within departments
•All course materials including textbook, course workbook, content, etc.provided by O2X
•O2X Human Performance Tactical Athlete Certification
•In-person roll out of all resources and Tactical Athlete Portal accounts
•Human Performance Assessments and customized reporting
•Training on implementation of O2X Methodologies and influencing culture change within departments
•All course materials including textbook, course workbook, content, etc.provided by O2X
•O2X Human Performance Tactical Athlete Certification
•In-person roll out of all resources and Tactical Athlete Portal accounts
•Human Performance Assessments and customized reporting
Professional Services Agreement Page 20 of 22
O2X Human Performance,LLC
City Secretary Contract No.
EXHIBIT C
PRICE SCHEDULE
COVID-19 Training(all above): Flat Fee: $75,000 Annually.
Professional Services Agreement Page 21 of 22
O2X Human Performance,LLC
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
02X HUMAN PERFORMANCE,LLC
28 NEW DRIFTWAY, SUITE 5
SCITUATE,MA 02066
Execution of this Signature Verification Form ("Form") 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.
1. Name: Adam LaReau
Position: Co-founder
Signature
2. Name: Gabriel Gomez
Position: CFO, Co-founder
S' nature
3. Name: Brice Long
Position:Director
Signature
Name:
Signature of President/CE
Other Title: Co-founder
Date: August 18, 2020
Professional Services Agreement Page 22 of 22
02X Human Performance,LLC