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HomeMy WebLinkAboutContract 55583CSC No. 55583 � PROFESSIONAL SERVICES AGREEMENT AT Guardian 7 Aerial Imaging and Reconstruction, 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, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and Guardian 7 Aerial Imaging and Reconstruction, LLC. ("Vendor"), a Texas Limited Liability Company, and acting by and through Robert W. Provost, its duly authorized CEO, each individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: L This Professional Services Agreement; 2. Exhibit A— Scope of Services; 3. Exhibit B— Price Schedule; and 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. SCOPE OF SERVICES. 5 Day Course of Drone (Unmanned Aircraft) Training includes licensing course and basic flight training [simple description of scope of servicesJ. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on April 1, 2021 ("Effective Date") and shall expire on July 31, 2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 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 "B," — Price Schedule. Total payment made under this Agreement for the first year by City shall be in the amount of Seven Thousand-Seventy-Four pollars ($7,074.00). 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. 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. Professional Services Agreement Guardian 7 Aerial Imaging and Reconstruction, LLC. OFFICIAL RECORD CITY SECRETARY FT. VIIORTH, TX 4.2 Non-a�propriation 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 Oblieations 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 seroices hereunder, Vendor shall return all City provided data to Ciry 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 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. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after iinal 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 VENDOR. It is expressly understood and agreed that Vendor shall operate as an independent Vendor 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, Professional Services Agreement Page 2 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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, consultants 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 COVENANTSAND AGREES TO INDEMNIFY, HOLD HARMLESSAND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANYAND 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. 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 Professional Services Agreement Page 3 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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 andlor 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 aIl remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 91 Assi_n� 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. 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 Covera�e and Limits (a) Commercial General Liabiliry: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Still working E&O insurance, Avion Ins is stating it will be covered under the CGI police (b) Additional General Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Services Agreement Page 4 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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 seroices provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (b) 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. (c) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (d) Certifcates 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 locallaws, 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 notiiies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. Professional Services Agreement Page 5 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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: City of Fort Worth Attn: Valerie Washington, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: Guardian 7 Aerial Imaging and Reconstruction, LLC. Robert W. Provost, CEO 7301 Tahoe Springs Drive Fort Worth, TX 76179 Facsimile: None With copy to Fort Worth City Attorney's Office at same address 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 Vendor , 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. Professional Services Agreement Page 6 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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, and C. 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 and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any Professional Services Agreement Page 7 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 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. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. Ciry 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. 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. Professional Services Agreement Page 8 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. 28. 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. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL 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 this 31 st day of March, 2021. (signature page follows) Professional Services Agreement Page 9 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. ACCEPTED AND AGREED: CITY OF FORT WORTH: �qGe�ie w�G�i���o�r BV: Valerie Washington (Apr 16, 2 115:49 CDT) > Name: Valerie Washington Title: Assistant City Manager vate: APr 16� 2021 APPROVAL RECOMMENDED: BC7: J s Davis (Apr 16, 202115:12 CDT) > Name: James Davis Title: Fire Chief ATTEST: By: `��// �� 0 Name: Mary Kayser Title: City Secretary VENDOR: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �� BV; MarkRauscher(Apr16,202114:45CDT) > Name: Mark Rauscher Title: Assistant Director - Fire APPROVED AS TO FORM AND LEGALITY: ,��4���� �_�IL/cu�W:9�i,�/L �CYLG�C. � �b���F����jj� BV: ChnstopherAustr (Apr16,20211529CDT) � .�.o ° °°0�0� � Name: Christopher Austria �vo �i� Title: Assistant City Attorney � a o (��� � ooQ o00 *�d a o00000o p CONTRACT AUTHORIZATION: �n��nEXASaa M&C: N/A ATTEST: Guardian 7 Aerial Imaging and Reconstruction, LLC. : %�e6a�t-G(% �ier,�ea� Name: Robert W. Provost Title: CEO Date: April 16th 2021 By: Name: Title: OFFICIAL RECORD Professional Services Agreement Guardian 7 Aerial Imaging and Reconstruction, LLC. CITY SECRETARY FT. VIIORTH, TX /�GU�%' EXHIBIT A SCOPE OF SERVICES Courses include 20 hours of licensing/regulations and 20 hours of basic flight school in two separate courses. Participants will be provided with comprehensive training through a combination of classroom instruction and hands-on activities designed to increase knowledge regarding the use of drones. The use of drones has significantly increased among the civilian population and they can pose a threat at large events. In addition, drones can be vital pieces of equipment utilized by bomb squads to enhance their mission capabilities for examining suspicious packages and when conducting remote (robot) operations. Professional Services Agreement Page 11 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. �i%//✓, �� EXHIBIT B PRICE SCHEDULE SERIVCE QUOTE : ., . . . :��., Quote Date: Valid Until: Quote# 21-04c � G l.l.l' 11 March 2021 11 April 2021 � From: Guardian 7 Aerial Imaging and To: Reconstruction James Horton 7301 Tahoe Springs Dr Fort Worth Fire Dept Fort Worth TX, 76179 Fort Worth, TX 817.368.2533 G7aerailimaging@gmail.com Sales Person Job Shipping method Shipping Terms Payment Due date: Number Terms R.W. Provost 21-04c N/a N/a (see note #1) TBD Quantity Item # Description Unit Price Discount Line Total 16 1 5 Day sUAS course $300,00 See note #3 $4500.00 (see note #2) 13 2 DJI Tello Boost $149.00 �/a $1937.00 Combo 13 3 DJI GameSir Tid $49.00 n/a $637.00 Remote Controller for Tello N otes: #1$2676.00 due no later than 30 days prior to course start date of 10 Sub total $7,074.00 May 2021, allows for shipping time of required aircraft and parts. Balance due upon completion of course. Sales Tax 0.00 (8.25%) #2 5-day course to begin on May 10"' 2021, consists of 2%: day of 107 Shipping 0.00 Prep, followed by 2 Y: days of basic sUAS operations. Students are Total $7,074.00 responsible for scheduling and cost of FAA part 107 test upon completion of tourse work. FWFD to provide training venue. #3 1 free seat for every 10 students Qu�'atio� pr�pare� by: R.V��. Frcvo�*. Professional Services Agreement— Exhibit B Page 12 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC. EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY GUARDIAN 7 AERIAL IMAGING AND RECONSTRUCTION, LLC. ROBERT W. PROVOST, CEO 7301 TAHOE SPRINGS DRIVE FORT WORTH, TX 76179 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind 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 authoriry. Ciry is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Robert W Provost Position: Owner %�e��i�.tG(� �zer,�edt Signature Name: Position: Signature Name: Position: Signature Name: �e6¢ztG(J P�.er,�e.a� Signature of President / CEO Other Title: Owner/Instructor Date: 16 April 2021 Professional Services Agreement — Exhibit C Page 13 of 13 Guardian 7 Aerial Imaging and Reconstruction, LLC.