HomeMy WebLinkAboutContract 6110261102 City Secretary Contract No. ____ _
FORT WORTH®
PROFESSIONAL SERVICES AGREEMENT
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 its duly authorized Assistant City Manager, and Safe Night, LLC ("Vendor"), a Connecticut
limited liability company, acting by and through its duly authorized representative, each individually
referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1.This Professional Services Agreement;
2.Exhibit A -Scope of Services;
3.Exhibit B -Price Schedule; and
4.Exhibit C -Verification of Signature Authority Form.
5.Exhibit D -MEMORANDUM OF UNDERSTANDING
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, or D, and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1.Scope of Services. Vendor will provide consulting services to prepare a comprehensive
study on the safety and vitality of Fort Worth's entertainment district, including Downtown, the Near
Southside, West Seventh, and the Stockyards ("Services"). Exhibit "A," -Scope of Services more
specifically describes the services to be provided hereunder. Vendor will perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Vendor will perform
the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there
is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control.
2.Term. This Agreement will begin on the date signed by the Assistant City Manager
("Effective Date") and will expire in one year from the Effective Date ("Expiration Date"), unless
terminated earlier in accordance with this Agreement.
3.Compensation. City will pay Vendor in accordance with the provisions of this Agreement
and Exhibit "B," -Price Schedule, which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement shall be one hundred and forty-eight thousand two hundred dollars
($148,200.00) 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.
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Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-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 Obli�ations 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. Such
payment will be calculated on a pro rata, per-day basis. For example, payments of $49,000 are due
on April 1, 2024 and October 1, 2024. If the City terminates on June 1, 2024, 50% of that October
1, 2024 payment would be due and owable to Vendor upon termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to City in a machine-readable format or other format deemed acceptable to City.
Disclosure of Conflicts and Con�idential 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. Subject to Section 5.3, City, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by Vendor ("Vendor Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of Vendor,
except when presenting Work Product, as defined in Section 27 below, to audiences intended in
the Services. This provision is meant to enable the City to utilize the Work Product as per this
Agreement while prohibiting the City from releasing it to third parties not contemplated by Vendor.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 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
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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. Ri�ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subcontractors. 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 subcontractors. 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
ofiicers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subcontractor 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 offcers, agents, servants, employees or subcontractors.
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,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT SOLELY CAUSED BY THE
GROSSLYNEGLIGENT: ACT(S) OR OMISSION(S); MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SZIBCONTRACTORS.
8.2 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, OR IF THE CITY ACTS OUTSIDE OF
ACCORDANCE WITH ANY LOCAL, STATE, OR FEDERAL LAW, ORDINANCE, OR
REGULATION APPLICABLE TO PATENT, COPYRIGHT, TRADEMARK, TRADE
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SECRET, OR SIMILAR PROPERTY CONSIDERATIONS. 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 iTNDER TAIS 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 INDENINIFY CITY UNDER TffiS AGREEMENT. IF THE
SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO
INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A
RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY
ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND AS
CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO
CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY
THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING,
PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY
AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR
DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR
TERMINATE TffiS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR
BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES AVAILABLE TO CITY LJNDER LAW.
8.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY RIGHTS WHICH CITY MIGHT OTHERWISE HAVE AT LAW,
EQUITY OR BY STATUTE, WHETHER BASED ON CONTRACT OR SOME OTHER
CLAIM, CITY AGREES THAT THE MAXIMUM LIABILITY OF VENDOR UNDER
THIS AGREEMENT IS LIMITED TO AND SHALL NEVER EXCEED ONE MILLION
DOLLARS AND 00/100 ($1,000,000.00) PER OCCURRANCE, IN THE AGGREGATE,
TWO MILLION DOLLARS AND 00/100 ($2,000,000.00).
Assi�nment and Subcontractin�.
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9.1 Assi ng ment• 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)
(c)
Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
10.2
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
General Requirements
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(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent fnancial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(� Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comnliance with Laws, Ordinances, Rules and Re�ulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from, and correct, the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
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City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76 1 02-63 14
Facsimile: (817) 392-8654
Safe Night, LLC
105 Bradley Corners Road
Madison, Connecticut
Phone: 703-674-9318
mail@safe-night.com
With copy to Fort Worth City Attorney's Offce at
same address
14. Solicitation of Emnlovees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governin� 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. Severabilitv. 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 Maieure. City and Vendor 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 determined by the City in its sole discretion. The form
of notice required by this section will be the same as Section 13.
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20. Headin�s not Controllin�. 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.
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. Entiretv of A�reement. This Agreement, including its attached e�iibits, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counternarts. 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. Warrantv of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. If City's determination of
breach of this warranty is reasonable, then 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. Immi�ration Nationalitv 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. Ownershin of Work Product. Vendor, including its personnel, Molly C. Mastoras and
Dimitrios Mastoras, shall retain full rights to any and all of its intellectual property, including but not limited
to PowerPoint Slides, presentations, written materials, edits, video, trailers, graphics, music, voiceover, and
any other thing reduced to tangible form that Vendor produces pursuant to this Agreement ("Work
Product"). Further, Vendor shall retain all intellectual property rights to the Work Product, but hereby
grants a full and permanent license to the City to utilize Work Product, in the City of Fort Worth, and in
accordance with this Agreement. The City, however, is not permitted to distribute or release the Work
Product outside the scope of this Agreement, for example intentionally distributing the Work Product to
another city to utilize outside the knowledge and assent of Vendor.
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28. Si�nature Authoritv. Each person signing this Agreement hereby warrants that they have
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. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Chan�e in Comnanv Name or Ownershin. 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
speciiied documentation so may adversely impact future invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
31. Prohibition on Bovcottin� Ener�v Comnanies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature
provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or iirearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
33. Electronic Si�natures. This Agreement may be executed by electronic signature, which
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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)
(remainder of page intentionally left blank)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:Mar 12, 202 4
APPROVAL RECOMMENDED:
By: Ro�r 12, 2024 07:23 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
SAFE NIGHT, LLC
By: �,,..PC,.
Name: Molly C. Mastoras
Title: President
Date: March 8, 2024
Professional Services Agreement
City Secretary Contract No. ____ _
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.
By ��
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:Jerris Mapes (Ma ill, 2410:40 CDT)
Name: Jerris Penrod Mapes
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:24-0098
Date Approved: 1/30/2024
Form 1295 Certification No.: 2023-1106987
Page 11 of17
EXHIBIT A
SCOPE OF SERVICES
Anril 1, 2024 — Anril 30, 2024
Safe Night Responsibilities:
• Preparation and pre-assessment
— Provide guidance in the Program Lead (PL) selection process
— Conduct preliminary research, begin networking and relationship-building with city agencies and prominent
stakeholders
— Collaborate with the city communications of�ice to write a joint press release and be available for media
interviews
— Sign an MOU, substantially in accordance with that of Exhibit D, with the city for data sharing
— All in-person inspections or tours of the subject location shall be with a Fort Worth Police Department
escort. The escort must be requested with a 24 hour notice to Assistant Chief Robert Alldredge or his
designee.
City of Fort Worth Responsibilities:
• Preparation and pre-assessment
— Identify a city agency, public improvement district (PID), or non-pro�it organization that will serve as the
PL for the Fort Worth voluntary hospitality accreditation program
— Designate the city manager's of�ice as the main point of contact to facilitate cooperation and data collection
from the city agencies
— Form one Safe Night advisory committee comprised of city agency staff and stakeholders from each
entertainment district (Downtown, Near Southside, West 7�', and Stockyards) to provide guidance and
feedback for the accreditation model
— Collaborate with the city communications office and all related city agencies to issue a joint press release
with Safe Night
— Sign a MOU, substantially in accordance with that of Exhibit D, with Safe Night for data sharing
Mav 1, 2024 — Au�ust 31, 2024
Safe Night Responsibilities:
• Risk Terrain Modeling (RTM) analysis
— Conduct an RTM analysis using city agency and open-source data of identified nightlife and entertainment
districts (Downtown, Near Southside, West 7th, and Stockyards)
• Nightlife assessment and recommendations report
— Interview critical stakeholders identified in the RTM analysis
— Conduct an in-person evaluation of current municipal strategies during nightlife hours, 9 p.m. — 3 a.m.
— Review of current municipality agency nightlife practices, policies, and directives
— Compile and synthesize data from interviews and develop an RTM risk narrative, including specific issues
and perceptions from the data
— Produce a balanced data set, including perspectives from municipal staff, bars/restaurants, resident civic
organizations, etc.
— Create recommendations based on a diagnosis of specifc issues and perspectives
— Fact-check and conduct a final edit of the assessment and recommendations report
— Deliver final assessment and recommendations report to the city administration, PL, and Safe Night advisory
committee
— Provide guidance to the City of Fort Worth or their designee regarding public participation activities to be
conducted by the City of Fort Worth or their designee in each entertainment district before and after the
nightlife assessment
City of Fort Worth Responsibilities:
Vendor Services Agreement — Exhibit A Page 12 of l 7
City Secretary Contract No.
• Provide city agency data necessary for the RTM analysis
• Facilitate understanding and support for the uni�ied strategy among the city agencies
• Initiate public participation and outreach with PL and advisory committee to build community understanding
and support of the assessment and recommendations report (Provided by city staff or their designee)
September 1, 2024 — November 30. 2024
Safe Night Responsibilities:
• Voluntary hospitality accreditation model
— Provide PL with foundational voluntary hospitality accreditation model standards and policies for businesses
serving alcohol
— Research Texas law to customize accreditation standards and policies, with the understanding that Safe Night
is not providing any legal advice to the City of Fort Worth, and that the City of Fort Worth should consult
with its own independent counsel for any legal opinions
— Research Texas Alcoholic Beverage Commission (TABC) and the City of Fort Worth laws regarding security
and practices in/around nightlife establishments, with the understanding that Safe Night is not providing any
legal advice to the City of Fort Worth, and that the City of Fort Worth should consult with its own independent
counsel for any legal opinions
— Review alcohol beverage control law to determine that standards are within accepted laws and practices and
meet TABC standards, with the understanding that Safe Night is not providing any legal advice to the City
of Fort Worth, and that the City of Fort Worth should consult with its own independent counsel for any legal
opinions
— Provide consultation to PL to comply with advisory committee feedback
— Assist PL in adding, editing, and finalizing the accreditation
• Data collection to inform program strategies
— Provide guidance to public safety (police, fire, public health, code enforcement) on documenting intervention
contacts such as public intoxication, fake ID veri�ications, conflict de-escalation, rideshare accessibility,
pedestrian safety
• Introduce new data collection criteria for city agencies:
— Safety: Alcohol-related crime: violent crime, quality of life crime, traffic violations, and occupancy and fire
code evaluations
— Environment: Noise, litter, pedestrian and traf�ic congestion
— Health: Alcohol-related EMS transports, underaged drinking, public health violations, impaired driving
injuries and deaths, and alcohol use (determined by sales)
— Perception: patrons, business owners and staff, residents, public safety, and elected officials
City of Fort Worth Responsibilities:
• Voluntary hospitality accreditation model
— Assist PL through promotion and awareness campaign
— Create a website landing page for the Fort Worth accreditation model together with the PL
— Support the Safe Night advisory committee (FWPD, FWFD, code enforcement, public health, TABC,
restaurant and bar trade associations, PIDs, bar and property owners) by encouraging involvement in
accreditation process
— Provide bar/restaurant staff training to reinforce accreditation standards and policies
December 1, 2024 — March 31, 2025
Safe Night Responsibilities:
• Provide A Safe Night Out Nightlife Management Three-Day Class (24 Hours)
— Conduct 3-day training for city staff (Police, Fire, Code, Public Health, City Attorney, Planning, TABC),
PL
o Days 1-3, Maximum 30 Students Fort Worth City Staff (Police, Fire, Code, Public Health, City
Attorney, Planning, TABC)
o Day 3 business owners and community stakeholders
— Student handbook for each student
Professional Services Agreement
Page 13 of 17
City Secretary Contract No.
— City staff certification in Proactive Alliance and f1 Safe Night Out for 2 years
— Access to the Safe Night training portal for 2 years
— Live webinar session for certifed municipal staff to provide peer-to-peer training modules for their
municipal agencies
• Twenty-�ive (25) hours of consultation for municipal agencies to ensure fidelity to strategies
— Provide ongoing consultation for troubleshooting as the program rolls out
— Monitor progress and problems during the initial months of the program
City of Fort Worth Responsibilities:
• Relevant stakeholders attend A Safe Night Out Nightlife Management Three-Day Class
— Provide a venue for training, including refreshments for attendees, audio-visual equipment, and microphones
— Commit city staff to attend all training days
— Convene a monthly uni�ied nightlife team meeting
— Convene a quarterly meeting between PL, City agencies, and business owners
Anril 1, 2025
Project Completed
Professional Services Agreement
Page 14 of 17
EXHIBIT B
PRICE SCHEDULE
Payment to the Vendor shall be made by the City in three installments.
The first payment of $49,400.00 is due on April 1, 2024, the second payment of $49,400.00 on
October 1, 2024, and the final payment of $49,400.00 on April 1, 2025. No work will begin until
the Vendor receives the first installment.
All travel and lodging expenses are included in the amount of the installments
Vendor Services Agreement — Exhibit B Page 15 of l 7
EXffiBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Safe Night, LLC
105 Bradley Corners Road
Madison, Connecticut
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name: Dimitrios Mastoras
Position: Exe� ive ice sident
Signature
Name:
Position:
Signature
Name:
Position:
Signature
Name: Molly C. Mastoras
�C
Signature of President / CEO
Other Title:
Date: 3-8-2024
Vendor Services Agreement — Exhibit C Page 16 of l 7
City Secretary Contract No.
EXffiBIT D
FORTWORTHo ��
Safe Nig ht
MEMORANDUM OF UNDERSTANDING
Between
The City of Fort Worth, TX
and
Safe Night LLC
Purpose
This Memorandum of Understanding ("MOU") establishes a voluntary partnership between the City of Fort Worth
and Safe Night LLC to collaborate on a nightlife management model called �1 Safe Night Out.
Sharing of Information
In the project's initial phase, Safe Night will assess Fort Worth's nightlife areas identified in the contract. Safe Night
will need access to the following information/data from the city agencies:
• Share all relevant data, subject to confidentiality laws, required to conduct an RTM analysis.
• Share all applicable city agency operations, deployment strategies, policies, and procedures related to the
project.
• Make pertinent city staff (line staff through executive staffl available for interviews with Safe Night staff.
Duration
This MOU may be modified by mutual consent of authorized officials from the City of Fort Worth and Safe Night.
The MOU will become effective upon the contract signature of authorized of�icials and will remain in effect until the
completion of the contract between Fort Worth and Safe Night.
Professional Services Agreement
Page 17 of 17
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE:1/30/2024 REFERENCE
NO.:
**M&C 24-
0098 LOG NAME:
35SAFE NIGHT
ENTERTAINMENT DISTRICTS
ASSESSMENT
CODE:C TYPE:CONSENT PUBLIC
HEARING:NO
SUBJECT: (CD 2 and CD 9) Authorize Execution of Professional Services Agreement with Safe
Night, LLC to Provide Consultation and Conduct a Public Safety Assessment for
Entertainment Districts Including Downtown, Near Southside, West 7th Street and
Stockyards for the Police Department in the Amount of $148,200.00
RECOMMENDATION:
It is recommended that the City Council authorize execution of professional services agreement with
Safe Night, LLC to provide consultation and conduct a public safety assessment for entertainment
districts including Downtown, Near Southside, West 7th Street and Stockyards for the Police
Department in the Amount of $148,200.00.
DISCUSSION:
The City of Fort Worth is home to vibrant entertainment districts where visitors and local citizens
engage in business and leisure activities. As the City continues to grow, the Police Department seeks
to collaborate with businesses and community stakeholders to ensure public safety remains a priority
and thereby enable these areas to thrive. Fort Worth Police, in collaboration with the City Manager's
Office, Public Events Department, Economic Development Department and a steering committee of
local stakeholders; seek to contract with Safe Night LLC. to conduct a public safety assessment in
Downtown, Near Southside, West 7th Street and Stockyards.
In December 2023, the City Manager's Office coordinated a steering committee of local stakeholders
to conduct interviews with vendors in order to enter into a professional services agreement. Following
an on-site review and interviews by the steering committee and City staff, Safe Night LLC. was
selected to conduct the assessment.
The scope of the assessment is expected to include:
Risk Terrain Modeling (RTM) data analysis
Nightlife Assessment
Training for City stakeholders
Voluntary Hospitality Accreditation
Data Collection & Utilization Strategies
FUNDING: The maximum amount allowed under this agreement will be $148,200.00. Funding is
provided through both City and local resources. The Crime Control and Prevention District Board of
Directors approved funding on November 28, 2023 in the Violent Crime Response Special Projects
Program. The remaining funds have been pledged by the following stakeholders and are currently
being collected by the Police Department. Appropriation and transfer of these funds will be submitted
in a separate M&C anticipated in February.
Funding Source Amount
Crime Control & Prevention District $49,100
Public Events Department/Culture &
Tourism Fund 49,100
Downtown Fort Worth, Inc. 10,000
Page 1 of 2M&C Review
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Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirements is approved by the
DVIN-BE, in accordance with the Business Equity Ordinance, because the Business Equity Waiver
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire two years from that date.
RENEWAL OPTIONS: This is a one-time project.
Fort Worth Heritage Development LLC 10,000
Near Southside, Inc. 10,000
Cultural District Alliance 2,500
Artisan Circle (FKA Crockett Row) 2,500
West 7th Restaurant & Bar Association 5,000
Visit Fort Worth 10,000
Total $148,200
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current CCPD Capital Projects Fund
to support the approval of the above recommendation and execution of the agreement. Prior to any
expenditure being incurred, the Police Department has the responsibility to validate the availability of
funds.
TO
FROM
Submitted for City Manager's Office by:Fernando Costa (6122)
Originating Department Head:Neil Noakes (4212)
Additional Information Contact:Robert Alldredge (4131)
ATTACHMENTS
35SAFE NIGHT ENTERTAINMENT DIST_FID (2).xlsx (CFW Internal)
35SAFE NIGHT ENTERTAINMENT DISTRICTS ASSESSMENT.docx (CFW Internal)
Form 1295 Certificate Number 2023-1106987 Safe Night LLC.pdf (CFW Internal)
Waiver_252 Prof_Police.pdf (CFW Internal)
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