HomeMy WebLinkAboutContract 56633 CSC No. 56633
PROFESSIONAL SERVICES AND FACILITY USE AGREEMENT
This PROFESSIONAL SERVICES AND FACILITY USE 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 Assistant City Manager, and GLOBAL ASSETS
INTEGRATED LLC("Contractor"), a foreign,for-profit corporation, acting by and through Avner Klein, its
duly authorized Director of Operations. For purposes of this Agreement, the term Contractor shall include
Contractor, its authorized representatives, officers, employees, and instructors who provide services on
Contractor's behalf. The term City shall include its authorized representatives, officers, employees, and
directors.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B— Facilities Use Requirements;
4. Exhibit C—Verification of Signature Authority Form.
Exhibits"A,""B,"and"C,"which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes.In the event of any conflict between the terms and conditions of Exhibits"A,"`B,"or"C"and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1.0 SCOPE OF SERVICES
Contractor agrees to conduct a training class entitled "Counter Suicide Bomber Course" for law
enforcement personnel on November 1-5,2021("Services").Each day,Contractor shall provide training from 8:00
am to 4:00 pm,Central Standard Time. City and Contractor may agree to reschedule the dates of the training,but
any such rescheduling shall be at the City's sole discretion and must be reflected in writing. City and Contractor
agree that all training must be completed by April 30,2022. Contractor shall, in accordance with the terms of this
Agreement,be allowed use of the Auditorium at the Bob Bolen Public Safety Training Complex located at 511 W.
Felix Street,Fort Worth,Texas 76115("Premises")in providing the Services to both City and outside,non-City law
enforcement personnel.
2.0 TERM
This Agreement shall become effective upon execution by both parties and shall expire on July 31,2022,at
11:59 pm or 11:59 pm on the last day of the Services that are the subject of this Agreement,whichever comes first.
3.0 CONSIDERATION&COMPENSATION
3.1 Enrollment Fee. The standard prescribed fee that Contractor charges for the "Counter Suicide
Bomber Course"training class is $24,950.00(the"Enrollment Fee"). Under no circumstances shall City be held
liable for the Enrollment Fee of any attendee of the training who is not an employee of the City. The maximum
amount to be paid to the Contractor by City for all Services performed and expenses incurred hereunder shall not
exceed $24,950.00. Contractor 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 Contractor not specified by this Agreement unless City first approves
such expenses In writing. OFFICIAL RECORD
CITY SECRETARY
Payment for Services shall be due within 30 days of uncontested performance of the particular services so ordered FT.WORTH,Tx
and upon receipt by the City of Contractor's invoice for payment.
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 parry 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. hi 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
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 ten(10)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 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 shall operate as an independent Contractor as to all
rights and privileges and work performed under this Agreement, and not as agent,representative or employee of
City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have
the exclusive right to control the details of its operations and activities and be solely responsible for the acts and
omissions of its officers,agents,servants, employees,consultants,and subcontractors.Contractor acknowledges
that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants, and
employees,and Contractor,its officers,agents,employees,servants,contractors,and subcontractors. Contractor
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees, or subcontractors of Contractor. Neither
Contractor,nor any officers,agents,servants,employees,or subcontractors of Contractor shall be entitled to any
employment benefits from City.Contractor shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants,employees,or 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 ANYAND ALL PERSONS, OFANYKIND 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
ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDA LOGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'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 CONTRACTOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTYINDEMNIFICATION-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
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City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City
under this Agreement. If the software and/or documentation or any part thereof is held to infringe and
the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Contractor shall,at its own expense and as City's sole remedy,either: (a)
procure for City the right to continue to use the software and/or documentation;or(b)modify the software
and/or documentation to make it non-infringing, provided that such modification does not materially
adversely affect City's authorized use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives
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
$1,000,000- Aggregate
12.2 General Requirements
(a) The commercial general liability policy 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) A minimum of 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.
(c) 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 the City's Risk Management Office. If the rating is below that required,
written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall not
cnnctihite a waiver of the insurance reauirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required insurance
shall be delivered to the City prior to Contractor commencing any work pursuant to this
Agreement.
13.0 COMPLIANCE WITH LAWS,ORDINANCES,RULES,AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder,it shall comply with all applicable
federal,state, and local laws,ordinances,rules,and regulations and that any work it produces in connection with
this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and
regulations.If City notifies Contractor of any violation of such laws,ordinances,rules,or regulations,Contractor
shall immediately desist from and correct the violation.
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:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W.Felix St.
Fort Worth,TX 76115
To CONTRACTOR:
Global Assets Integrated,LLC
Attn: Avner Klein
Address: 6440 Sky Pointe Drive, Suite 140-217
Las Vegas,NV 89131
16.0 SOLICITATION OF EMPLOYEES
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 MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force
majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any
government law, ordinance,or regulation,acts of God,acts of the public enemy,fires,strikes,lockouts,natural
disasters, wars, riots, pandemics, epidemics, material or labor restrictions by any governmental authority,
transportation problems,and/or any other similar causes.
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."
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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 I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Contractor shall adhere to all federal and state laws as well
as establish appropriate procedures and controls so that no services will be performed by any Contractor
employee who is not legally eligible to perform such services.CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the
right to immediately terminate this Agreement for violations of this provision by Contractor.
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.
The City acknowledges that the Counter Suicide Bomber(CSB)training program,scheduled for delivery
under this contact, was created by and for Global Assets Integrated (GAI) and as such is considered the
intellectual property of GAI. The CSB training program was not in any way created for the purpose of the
contract and/ or the City. Under no circumstances should the delivery of CSB training program be interpreted
as GAI relinquishing its ownership and rights to its intellectual property.
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 the Agreement is for less than$100,000,this section does
not apply. Contractor acknowledges that, in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract,Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott
Israel; and(2)will not boycott Israel during the term of the contract.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
7 administration of this contract, including
By: Jesus).Chapa j ov 9, 211� ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED: �
By: Kelly Cleveland(Nov 1,2021 14:34 CDT)
Name: Kelly Cleveland
Nei/NogKes Title: Acting Sr. Contract Complaince
By: Neil Noakes(Nov 9,202118:38 CST) Specialist
Name: Neil Noakes
Title: Chief of Police APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
By: Nico Arias(Nov 8,202111:20 CST)
By: Name: Nico Arias
Name: Ronald P. Gonzales Title: Assistant City Attorney
Title: Acting City Secretary ���nnn
as FORr1"4 CONTRACT AUTHORIZATION:
O�°°°°°°°o°���
p�o o�p�� M&C: (None Required)
ovo sia Date Approved:
o o*dd
da °n°°°°°°°° p Form 1295 Certification No.: N/A
aa>z EXA5a4p
GLOBAL ASSETS INTEGRATED LLC
Name: Avner Klein
Title: Director of Operations
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT"A"
SCOPE OF SERVICES
COUNTER SUICIDE BOMBER, (CSE T4)
DE'TECTIONr DETERRENCE? AND DEFEAT
5 DAY HANDS-ON COURSE
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Course Description:
This course provides officers of all ranks and assignments the required"#raining and
experience"crucial for the successful handling of any suicide bomber incident. It is
currently the only course of its kind taught in the US which teaches first responders and
specialized units the physical skills and proper tactics to be implemented against this
threat. It is for this reason that this course and its tactics have been adopted by several
large US law enforcement and government.agencies,.
Since 2002 our instructors have been teaching law en�and military units across
s
the U.S.in the methods of detecting,deterring, and defeating the-suicide bomber methods
of operation. Our instructors' unique"real world"and hands '�,txpenence derives
from their years of service in Israeli Counter-'Terrorism Units`* ���ith this horrific 3
threat on a daily basis. They are joined by our US instructors t� r veteranlaw
enforcement officers from various specialized and tactical units,;'these officers possess
professional knowledge of US laws,.regulations,.and use of forcae polides,has well as
extensive experience in police taictim and operations.
Note,• The material and skills tau&In this course.sMc >, ire to all USconsfihWonal
laws as well as US law en vrc ntsnt p. lfc q;,,an4 repli oi�pertaining use o, 'force, €
search and seizure, and standard methods�,r'op�artfon.
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Training Objectives:
Upon completion,participants mill:
Possess an in-depth understanding of the suicide bomber phenomenon..
Possess an above average understanding of Person Borne IED(PBIED)components.
r Understand the considerations regarding the use of effective,reasonable, and legal
force when handling a confirmed or suspected Suicide Bomber.
r Understand and perform methods of interdicting a confirmed or suspected suicide
bomber utilizing appropriate force.
r Possess the ability to articulate response tactics and level of force.
a
Target Audieuce:
This course is designed for all levels of federal, state, and local law enforcement officers
assigned to specialized enforcement, tactical units, or special units; officers assigned to
protecting large venues and'or critical infrastructure, as well as any individuals within
such agencies who hold positions which influence decisions and policies. Such .
individuals may have direct influence over the standard of their agency's preparedness,
planning of security measures for major events and/ or critical infrastructure, setting and
implementingresponse protocols,development of counter-terrorism tactics, and
designing standards of training for field application or specialized units.
Methods of Instruction: �
This hands-on course combines classroom lectures utilizing PowerPoint presentations
with hands-on practical exercises. It requires student involvement and direct
participation in all stages of the training.
Student Prerequisites: s;
:.; .
.r; i V
r dust be a US citizen
i► Must be a FULL TIME, swor4;6d itrti member of a US late enforcement
agency, government entity, or military unit.
Attendees can only attend the training under the follov ing conditions:
With their agency's knowledge and agreement to their active participation
in the course.
While being paid by their agency to attend the training(being on the
clock).
This course is onta,open to weapon carrying Il-time commissioned
Law Enforcement officers and/or Government em I sees.
,i
INSTRUCTORS
s
t
Global Assets" instructors have been carefully hand selected for their unique real-world
law enforcement operational experience in the fields of tactics,use of force, and
operational deployments for various missions and incidents. All are active law
enforcement officers from large agencies across the nation who possess relevant
operational.experience as tactical operators.
Our lead instructor are all certified US law Enforcement instructors and possess well-
rounded,intimate knowledge derived from current areal-life experience.This high
instructional standard assures that the services we provide are consistent with current law
enforcement trends,and adhere to departmental regulations,applicable haws,policies, and f
methods of operation.
F13ENERAL. COURSE OUTLINE
Note: Training consists of lassroom session, hands-opt drills,practical applications,
scenario based exe»cises.
* The fundamental differences between fighting crime&fighting terrorism
* Law enforcement responsibility to provide realistic training r
* Introduction to the suicide bomber phenomenon
History of suicide attacks and their evolution into the preferred tactic
by inferior military and terrorist groups
'The driving religious and political ideologies behind suicide bombing
The cultural climate responsible for the cultivation of suicide bombers
* Familiarization with:
The components of a suicide bomb PRIED(construction and
concealment) `
The destructive properties of explosives,:and dwir effetts
The making of a suicide bomber(stages of mduiting,training and
preparation for the final mission)
M Factors im olved in the planning of suicide att .
• Introduction to the use of Stress Reflex indicators &B'jv%ofal Patter
Indicators(SRI & BPIF methodolog},
The physiological signs exhibited by a suicide bomber
• Identification and interceptions of a suspected iiieice..limber using
r..
SRI&BPFu as.o ose to eneral pro
pp g P fib
+� Response to a suicide bombing alert!incident
The fundamentals of realistic i6iii� training
The aspects and elements jof den ;aid non-deadl t force Sr
* Considerations for using the.pry ` "°' �
The elements of a successful and unconfirmed suicide
bombing suspects}
h �pt} � � — s�L1
Legal consideration pertaunngf � suspected and/or confirmed
PBIED(confirmed and 3 ufirmetl sittci a bombing suspects)
* Case studies of suicide bombing incidents
* Introduction to the principles of Event Planning
* Post-blast response and considerations
Scene familiarization and response priorities
Fundamental responsibilities and logistical concerns
• Written exams
* Practical scenarios and assessments
Note:This full performance course requires a moderate degree of physical exertion,as
well as basic manipulation and marksmanship skills with a handgun.
Materials and Facilities to be Provided by the Hosting Agengy:
i
1. Classroom equipped with PowerPoint projector.
2. Live fire range to consist of
2.1 24 positions of fire(suitable for the number of students in attendance)
2.2 Stable target stands
2.3 Cardboard inserts for all target frames
3. Simmunition training area (outdoor or indoor)consisting of
3.1 1800 impact area for Simmunition rounds (NO LINTE AMNIO)
3.2 Area must be able to accommodate approximately 30 mobile targets
3.3 Approximately 30 mobile/stable target stands
3.4 Cardboard inserts for all target frames
4. Simunition
4.1 6 handguns
4.1 300 rounds of FX-marling rounds
5. DT (defensive tactics) room equipped with: f
5.2 Large matted space suitable for DT training by 24 students'.
(street shoes must be permissible on mat area)
5.2 12 strilimg pads suitable for kicking and punching drills.
f
44Y;
;Cry.
TRAINING LOGISTICS"
9ERVICESt EQUIPMENT, AND FACILITIES
Services and Materials to be Provided by Global Assets:
1. CSBTM Course
2. Instructors
Note. Global Assets will cover all costs pertaining to instructor fees, travel,
lodging, per diem expenses, car rentals, and other related expenses.
3. Computer equipment
4. Student packet
5. Specialized "Decision Making" targets for live fire training
6. Equipment and tools required for scenario exercises
( IERT PBIED, simulated IEDs, red guns+ holsters,etc....
7. Positive Forms of Identifications (PFIs)—Retained by the-ipants at the
completion of the course. r
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STUDENT EQUIPMENT LIST
Required equipment for each student attending the 5-day Hands-on Suicide Bomber
Trai�n�
1. Suitable dress for physical training
1.1 BDU type pants are recommended.. NO sweatpants or shorts!
1.2 Footwear suitable for physical training.
NO dress shoes, sandals, or steel-toed footgear of any bind!
2. 2 Shirts: 1 sweatshirt or T-shirt and 1 button-down shirt,capable of
concealing a firearm and related gear.
3. Eye protection(both clear and dark lenses are recommended)
4. Ear protection
4. Duty weapon with at least 2 magazines
5. 50 rounds of duty ammo
b. Concealed holster for undercover carry
7. Concealed magazine holders
8. Handcuffs with 1 set of keys Al
4A
Optional Items (for DT and outdoor trairimg�:
1. Fingerless 3vUriA gloves- for dir M
2. Water and&inking bottle
3. Hats and sunscreen(weather conditions and training facilities dictating)
4. Cold weather gear(weather conditions and training facilities dictating)
5. Rain gear(weather conditions and training facilities dictating)
TRAINING 005T
Total training days 5 days
Maximum number of students ------ ---- --- ---- 24
Training cost - ------_ ___ _____ ____ $24,950.00
More: Ac prmi&d cost is applicable to a fix prepaid cotaw.
Regular base price per student---- ---- _------- - -- S1,4WM
Discounted price per student provided under this proposal--------- $1,040.00
Please contact us if you require additional information or if you have any questions
regarding this or other matters. We appreciate your interest a g time anti look forward to
providing you with this unparalleled training experience.
AY,
,l
Respectfully,
yx.: lr '
..r: :G�t`�'do„•'-.
Maier Klein
Director of Operations
Global Assets Integrated UC
ak@gatgma.com
EXHIBIT"B"
FACILITIES USE REQUIREMENTS FOR THE BOB BOLE 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 "Counter Suicide Bomber Course" 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 for the duration of the Services provided
on November 1-5,2021 from 7:00 am to 5:30 pm.
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 Global Assets Integrated,LLC
Page 19 of 24
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 Global Assets Integrated,LLC
Page 20 of 24
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 Global Assets Integrated,LLC
Page 21 of 24
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 Global Assets Integrated,LLC
Page 22 of 24
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 Global Assets Integrated,LLC
Page 23 of 24
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: �Yi7L �'GGc�✓
Signature of President/CEO
Other Title: �J TZ�T-77F/y/ :?r �j�/s
Date: /O; -Z i
Professional Services Agreement
City of Fort Worth and Global Assets Integrated,LLC
Page 24 of 24