HomeMy WebLinkAboutContract 55296 CSC No. 55296
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation, acting by
and through Jesus J. Chapa, its duly authorized Deputy City Manager, and Triarc Systems, LLC.
("Contractor"), acting by and through Christopher Reeves, its duly authorized Owner. For purposes of
this Agreement, the term Contractor shall include Contractor, its authorized representatives, officers,
employees, and instructors who provide services on Contractor's behalf. The term City shall include its
authorized representatives, officers, employees, and directors. City and Contractor may individually be
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—Scope of Services;
3. Exhibit B— Facilities Use Requirements;
4. Exhibit C—Verification of Signature Authority Form.
Exhibits "A," "B," and "C," which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits"A,"
"B,"or"C"and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct"Night Vision Operator Close Quarters Combat Course"training for law
enforcement personnel beginning on February 17,2021,and ending on February 19,2021 ("Services").Each
day, Contractor shall provide training from 8:00 am to 6:00 pm, Central Standard Time. Services shall be
performed at the Bob Bolen Public Safety Training Complex located at 511 W.Felix Street,Fort Worth,Texas
76115,Room 1426,Tactical Village,and Range 4("Premises"). City and Contractor may agree to reschedule
the dates of the training,but any such rescheduling shall be at the City's sole discretion. City and Contractor
agree that all training must be completed by April 30,2021.
2.0 TERM
This Agreement shall become effective upon execution by the Assistant City Manager for City and
shall expire on April 30, 2021, at 11:59 pm, unless terminated earlier in accordance with the terms of this
Agreement.
3.0 CONSIDERATION&COMPENSATION
3.1 Enrollment Fee. The standard prescribed fee that Contractor charges for the"Night Vision
Operator Close Quarters Combat Course" Training is $730.00 per student for the three-day period the
training is provided ("Enrollment Fee"). Under the terms of this Agreement, City will receive five
enrollments valued at$3,650.00.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.However,as further explain below,the
Ir
City of Fort OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
maximum amount to be paid to the Contractor for the services provided under this Agreement shall be Zero
Dollars($0.00). Contractor shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless the City requests and approves in writing the additional costs for
such services or expenses.
3.2 Facility Use Fee. The standard prescribed fee for the use of the Premises is an amount
totaling$3,595.00("Facility Use Fee").
February 17,2021
Time Cost
Classroom 1426 7:30am- 10:00am $425.00
Range 4 10:00am-6:OOpm $1,320.00
February 18,2021
Classroom 1426 7:30am- 10:00am $425.00
Range 4 10:00am-6:OOpm $1,320.00
February 19.2021
Tactical Village 7:30am-6:OOpm $1,050.00
Total: $3,595.00
3.3 Exchange of Value.In lieu of a cash exchange for the Facility Use Fee,City and Contractor
agree that as consideration for the use of the Premises listed above by Contractor,the City shall be entitled
to five enrollments with the Enrollment Fee waived. Contractor and City agree that the provision of these
enrollments to the City without the Enrollment Fee represents fair and equitable consideration for the
Facility Use Fee described above.
4.0 TERMINATION
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with at least 10 days'written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to
its natural expiration, City shall pay Contractor for services actually rendered up to the effective date of
termination, and Contractor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,
Contractor shall provide City with copies of all completed or partially completed documents prepared under
this Agreement. In the event Contractor has received access to City Information or data as a requirement to
perform services hereunder,Contractor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
5.0 ADDITIONAL DUTIES AND OBLIGATIONS OF THE PARTIES
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 2 of 22
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
by Contractor. The City shall not be required to purchase any new audio/visual equipment. Contractor agrees
to provide the City a list of necessary audio/visual equipment needed at least two(2)weeks prior to the start of
Services. The City agrees to notify contractor of any equipment that is not available within two (2) days of
receiving the Contractor's list of necessary equipment. Contractor also agrees to provide the City with
information regarding the classroom size necessary to conduct the training at least two(2)weeks prior to the
start of Services.
The minimum enrollment for Services is five(5)participants.If the enrollment minimum is not met,
the parties agree to confer in good faith regarding whether to reschedule or cancel the Services.
The City requires a two(2)week notification prior to the scheduled training if changes are made to
the Contractor's course schedule or materials.
Contractor will provide at least one(1)qualified instructor("Instructor")for the training program who
will facilitate the Services.
Contractor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Contractor will provide course registration, administration, and certificates of completion, if
appropriate.
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
6.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
6.2 Confidential Information. Contractor, for itself and its officers, agents, and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of City.
6.3 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 will promptly notify Contractor. It will
be the responsibility of Contractor to submit reasons objecting to disclosure. A determination on whether
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 3 of 22
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.
6.4 Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Contractor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event Contractor
shall in good faith use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
7.0 ACCESS
The access granted to Contractor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1.0 of this Agreement. Contractor shall be escorted by a City employee at all times
while on Premises. The City employee escorting Contractor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises
contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
parties acknowledge that federal and state law set forth the access requirements for CJIS protected data.
The parties agree to comply with all federal and state law requirements regarding access to CJIS protected
data.
Contractor shall sign in and out at the front desk of Premises upon entry and exit. Contractor shall
carry a valid photo ID while on Premises.
8.0 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.
9.0 INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor will operate as an independent Contractor as
to all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Contractor will have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants, and
subcontractors.Contractor acknowledges that the doctrine of respondeat superior will not apply as between
City,its officers,agents,servants,and employees,and Contractor,its officers,agents,employees,servants,
contractors, and subcontractors. Contractor further agrees that nothing herein will be construed as the
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 4 of 22
creation of a partnership or joint enterprise between City and Contractor. It is further understood that City
will in no way be considered a co-employer or a joint employer of Contractor or any officers, agents,
servants,employees,or subcontractors of Contractor. Neither Contractor,nor any officers,agents,servants,
employees, or subcontractors of Contractor will be entitled to any employment benefits from City.
Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself
and any of its officers, agents, servants, employees, or subcontractors.
10.0 LIABILITY AND INDEMNIFICATION
11.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
10.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESS AND 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 EMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION- Contractor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
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
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 5 of 22
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 are reasonably available to Contractor,terminate this Agreement and refund
all amounts paid to Contractor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
11.0 ASSIGNMENT AND SUBCONTRACTING
11.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract, 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.
12.0 INSURANCE
Contractor shall provide City with Certificate(s)of Insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
12.1 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 will be on any vehicle used by Contractor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 6 of 22
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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): ❑Applicable ❑N/A
$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 must 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 must be submitted to City to evidence coverage.
12.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must 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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all
required insurance will be delivered to the City prior to Contractor proceeding with
any work pursuant to this Agreement.
13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES,AND REGULATIONS
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 7 of 22
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state,and local laws,ordinances,rules,and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations. If City notifies Contractor of any violation of such laws, ordinances,
rules,or regulations,Contractor shall immediately desist from and correct the violation.
14.0 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, SUBCONTRACTORS, OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
15.0 NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when: (1) hand-delivered to the other party, its agents, employees, servants, or
representatives; (2)delivered by facsimile with electronic confirmation of the transmission; or(3)received
by the other party by United States Mail,registered,return receipt requested,addressed as follows:
To CITY:
City of Fort Worth
Attn: Jesus J. Chapa
Assistant City Manager
200 Texas Street
Fort Worth TX 76102-6311
Facsimile: (817)392-8502
With a copy to the City Attorney's Office at the same address and to:
Senior Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Triarc Systems,LLC
Attn: Jonas Polson
3190 Brushwood Dr, Castle Rock,CO 80109
719-393-5686
16.0 SOLICITATION OF EMPLOYEES
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 8 of 22
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one (1) year after its termination, solicit for employment or employ, whether as an employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing,this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
17.0 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.
18.0 NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement, or the failure to exercise any right granted herein, shall not constitute a waiver of City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
19.0 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 the state courts located in Tarrant County, Texas, or the United States District Court for the
Northern District of Texas,Fort Worth Division.
20.0 SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
21.0 FORCE MAdEURE
City and Contractor will exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement,but will 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;epidemics or pandemics;government action or inaction;orders of government;
material or labor restrictions by any governmental authority; transportation problems; restraints or
prohibitions by any court,board, department,commission, or agency of the United States or of any States;
civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein
but which is beyond the reasonable control of the Party whose performance is affected(collectively,"Force
Majeure Event"). The performance of any such obligation is suspended during the period of, and only to
the extent of,such prevention or hindrance,provided the affected Party provides notice of the Force Majeure
Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 9 of 22
determined by the City in its sole discretion. The notice required by this section must be addressed and
delivered in accordance with Section 15 of this Agreement.22.0 HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
23.0 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 rule of construction 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,"or"C."
24.0 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 executed by an authorized representatives of both parties.
25.0 ENTIRETY OF AGREEMENT
This Agreement, including Exhibits "A," `B," and "C," contains the entire understanding and
agreement between City and Contractor,their assigns,and successors in interest,as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent that it conflicts with any provision of this Agreement.
26.0 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.
27.0 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 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 any fees paid by City to Contractor for the nonconforming services.
28.0 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 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Contractor shall adhere to
all federal and state laws as well as establish appropriate procedures and controls so that no services will
be performed by any Contractor employee who is not legally eligible to perform such services.
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 10 of 22
CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
29.0 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.
30.0 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance,or other authorization of the entity.This Agreement and any amendment hereto
may be executed by any authorized representative of Contractor whose name,title,and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C." Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
31.0 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 an
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 may adversely impact
future invoice payments.
32.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Contractor acknowledges that, in accordance with Chapter 2270 of the Texas
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 11 of 22
Government Code,the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and
(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall
have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract, Contractor certifies that Contractor's signature provides written verification to the
City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the contract.
33. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature,which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature"means electronically scanned and transmitted versions(e.g. via pdf file or facsimile
transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign.
(signature page follows)
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 12 of 22
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By. Jesus J.Chapa(Feb 9,2021 18:15 CST) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED:
By: Sasha Kane(Feb8,202114:45 CST)
Name: Sasha Kane
Neii NO&IA95 Title: Sr. Contract Compliance Specialist
By: Neil Noakes(Feb 9,2021 17:21 CST)
Name: Neil Noakes APPROVED AS TO FORM AND
�,aovnann�
Title: Chief of Police as FORT as LEGALITY:
p. l'00000oQ0'I
fA� o' °9.
0
o
ATTEST: ono a=�
JJ o 0o
000000000
O dd /
YA� Gp 0 yp
YY o000o0 T B
a>1 nFXASbap y.
Name: Taylor C. Paris
By: Title: Assistant City Attorney
Name: Mary J. Kayser
Title: City Secretary CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
Triarc Systems,LLC
By:
Name: Ct ristopher Reeves
Title: Owner
OFFICIAL RECORD
Prc CITY SECRETARY
City of Fort FT.WORTH,TX
Page 13 of 22
EXHIBIT"A"
SCOPE OF SERVICES
Training Site Location:
17— 19 February 2021
Fort Worth Public Safety Training Center
511 W Felix 5t.
Fort Worth,TX 76115
17 February 2021
Day 1
0730:
• Arrival
• Move equipmentto classroom
0800-1000:
• Introduction
• Equipment issue to students needing it
• NVG PowerPoint: how it works and why
• Carbine and helmet set-up
Location: Classroom
1000-1800(working lunch will be determined):
• Carbine and pistol marksmanship under no-light conditions
• Laser dial manipulation and target engagement
• Primary to secondary transition and target engagement
• Laser to light f light to laser manipulation and target engagement
• Various stress drills
Location: Indoor flat range
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 14 of 22
18 February 2021
Day 2
0730:
• Arrival to classroom
0800-1000:
• PowerPoint on CQB principles, fundamentals, TTPs, SDPs
1000-1800 (working lunch will be determined):
• NVG CQB development exercises
• Single/ multi-room
• Hallways
Location: Inside urban training facility
19 February 2021
Day 3
0730:
• Arrival to indoor urban training facility
0800—1200:
• Covert/surreptitious clearing techniques
• Clearing techniques on crisis
• Mechanical breaching and room entry under NVGs
1200—1300:
• Lunch
1300—1800:
• Ballistic breaching under NVGs
• Multi-level entry and securement under NVGs
• Force-on-Force CQB Scenarios
• Range clean up,final talks, certificate handout
eement
LLC
Page 15 of 22
Tentative Schedule
February 17,2021
Time
Classroom 1426 7:30am- 10:00am
Range 4 10:00am- 6:00pm
Febraury 18,2021
Classroom 1426 7:30am- 10:00am
Range 4 10:00am- 6:00pm
Februa 19.2021
Tactical Village 7:30am-6:00 m
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 16 of 22
EXHIBIT`B"
FACILITIES USE REQUIREMENTS FOR THE BOB BOLEN PUBLIC SAFETY COMPLEX
1.0 LOCATION
1.1 Location. City does hereby grant to Contractor the use of certain space within the following
location for the purpose of conducting Evidence Management for Law Enforcement training("Services")
for law enforcement personnel("Program Participants"):
1.1.1 Bob Bolen Public Training Safety Complex 505 W. Felix St. Fort Worth, TX
76115
The Bob Bolen Public Safety Training Complex shall be referred to as"Premises"throughout this
Exhibit.
1.2 Condition of the Premises. Contractor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Premises and hereby accepts the Premises, AS
IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR
IMPLIED, IT BEING THE INTENTION OF CITY AND CONTRACTOR TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY,AND
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF
TEXAS.
2.0 USE OF THE PREMISES
2.1 Contractor may use the Premises to conduct the Services in accordance with this
Agreement in support of its mission and for no other purpose.
2.2 Contractor shall only have use of the Premises beginning April 13,2020, at 7:00 am, and
ending April 17,2020,at 5:30 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.
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 17 of 22
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.
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,rules,and regulations within a reasonable
time after request by the Contractor.
4.1.2 Contractor and Program Participants shall not remain in the Premises beyond the
Contractor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City, and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City at least 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 PURPOSE 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.
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 18 of 22
4.1.8 City will provide Contractor with necessary keys and security codes for access to
the Premises.
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
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 19 of 22
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
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
applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of
the United States; any arrests and restraints; civil disturbances; or explosion; or some other reason beyond
the 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 against the City for damages resulting
from any such Force Majeure Event.
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 Triarc Systems,LLC
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 shall not congregate or loiter in front of the main entrance of the
Premises or in the parking lot.
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 21 of 22
EXHIBIT "C"
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies 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 changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Contractor.
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Title:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement
City of Fort Worth and Triarc Systems,LLC
Page 22 of 22