HomeMy WebLinkAboutContract 62644CSC No. 62644
FORT WORTM.,
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 Gallowglass Guardian Group, LLC
("Vendor"), a Texas 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.
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. Scone of Services. _Tactical, security, and defense consulting for City of Fort Worth
Police Department SWAT officers ("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. The Initial Term of this Agreement will begin on the date signed by the Assistant
City Manager ("Effective Date") and will expire on December 31, 2025 ("Expiration Date"), unless
terminated earlier in accordance with this Agreement.
3. Comnensation. 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 during any individual term will not exceed Forty -Nine Thousand
Five Hundred and 00/100 dollars ($49,500.00). Vendor shall not perform any additional services or bill
for expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
4. Termination.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 1 of 18
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
4.2 Non-ADDronriation of Funds. In the event no funds or insufficient funds are
appropriated by Fort Worth City Council in any fiscal period for any payments due hereunder, City
will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided information or data to City in a machine-readable format or
other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third -party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and as such all documents held or maintained by City may be subject to disclosure under the
Texas Public Information Act. In the event there is a request for information marked by Vendor as
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit to the Texas Attorney General's Office 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
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
Professional Services Agreement Page 2 of 18
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. Indenendent 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 shall 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 and its officers, agents, servants and employees, and Vendor and Vendor's
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 officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from
City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself and any of its officers, agents, servants, employees, or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL
MISCONDUCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS,
SUBCONTRACTORS, OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM
CITY'S USE OF VENDOR'S SOFTWARE AND/OR DOCUMENTATION IN
ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS
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AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY
MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG
AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR
ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE
THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND
ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE
OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT
TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS,
OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT
CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT
OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST
CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL
HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR
ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL
FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH
CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE
OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY
RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S
ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE
VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE
SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO
INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A
RESULT OF A SETTLEMENT OR COMPROMISE SUCH USE IS MATERIALLY
ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE: (A)
PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR
DOCUMENTATION; (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; (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR
TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR
BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES AVAILABLE TO CITY AT LAW OR IN EQUITY.
Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor by 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, the sub vendor shall execute
a written agreement with Vendor referencing this Agreement by which the sub vendor shall agree
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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 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
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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. A minimum of 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, 100 Fort Worth Trail, Fort Worth, Texas
76102, with copies to the Fort Worth City Attorney at the address identified in
Section 13 below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comuliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor shall immediately
desist from, and correct, the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors, and successors in interest, as part of the consideration herein exchanged, 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, SUBVENDORS, 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:
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To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Gallowglass Guardian Group, LLC
Trey Lindsey, CEO
4021 Bowser Ave.
Dallas, TX 75219
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 other party. Notwithstanding the
foregoing, this provision shall not apply to an employee of either party who responds to a general
solicitation or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that City does not waive or surrender
any of its governmental powers or immunities by execution of this Agreement.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force 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; materials 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 State; 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
Professional Services Agreement Page 7 of 18
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.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any
ambiguities are 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 executed by
an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including its attached exhibits, contains the
entire understanding and agreement between City and Vendor, including any assigns and or successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and 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 and 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 OR VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS,
OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation, or fixation of the Work Product in a tangible medium of expression
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(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all 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 or instrument
of transfer, free from any claim, lien for balance due, or rights of retention thereto.
28. Signature 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. Change in Comnanv Name or Ownership. For the purpose of maintaining updated City
records, Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or an
address change. 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, a copy of the board of directors'
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation 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
2271 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 Chapter 2271 of the Texas Government
Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, 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 Bovcotting Energv Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services 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 Against Firearm and Ammunition Industries. 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 Chapter 2274 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services 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 firearm 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
Professional Services Agreement Page 9 of 18
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 Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(remainder of page intentionally left blank)
(signature page follows)
Professional Services Agreement Page 10 of 18
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
Bv: William Johnson (J n 15, 202510:01 CST)
Name: William Johnson
Title: Assistant Cite Manager
Date:
Jan 15, 2025
APPROVAL RECOMMENDED:
i
BvRob�lldre_Jge(Jan 14, 202517:16 CST)
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief of Police
any--
ATTEST: FORT°aa
a �° °°°!YO9 d
W�a
PV8 =Sd
Bv:
Name: Janette S. Goodall
Title: Citv Secretary
VENDOR:
Gallowglass Guardian Group. LLC
B\: JJL
Name: Trey Lindsey
"I itle: CEO
Date:
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
i reporting requirements.
By:
Name:
Loraine Coleman
Title:
Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
Bv:
Name: Jerris Mapes
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Professional Servicc;s A8i: euj sit Page 11 of 18
SCOPE OF SERVICES
Three Courses presented during a three-day period
1. Deliberate vs Dynamic CQB Instructor Level Course
Description- This 3-day course will focus heavily on the necessary individual operator, team leader, and
instructor level skillsets to successfully conduct and teach Close Quarter Battle (CQB) tactical operations.
This course curriculum is designed as a "train the trainer" approach with a wide range of skillsets covered
from individual operator procedures to senior team leader tactical clearance flow methods. This course
will explain the major tactical differences between deliberate and dynamic CQB to help determine which
method should be used for different types of law enforcement operations for the scenario they are faced
with.
A wide range of individual and team leader level techniques will be taught to ensure that both junior and
senior officers are prepared for a wide range of CQB operational challenges. Participants will also
understand the "Hybrid" clearance concept in certain situations were deliberate and dynamic CQB tactics
are morphed together to provide the officer the best chance for success in a chaotic high -risk scenario.
CQB clearance methodology with each type of tactic will be explained so participants have a high level of
understanding of how each tactic is implemented. CQB RSO setup and instructional training points will
also be covered ensuring each participant has enhanced knowledge to take back to their respective
departments and agencies.
Training objectives covered-
0 Equipment set up to include primary, secondary, and tactical gear
• Instructor level Basic to advance weapons handling for CQB operations
• Team Leader Level CQB "Flow Methodology"
• Simmunition shooting through doorway techniques and skillsets
• Simmunition shooting around barricades
• Priority of threats
• 1-4 Man room entry responsibilities
• Instructor level CQB team methodology and movement flow for each type of CQB Technique
• Instructor level Basic to advanced room entries techniques for Deliberate CQB
• Instructor level Basic to advanced room entries techniques for Dynamic CQB
• Bangs/Crash procedures and implementation
• CQB Tactical Verbiage and Calls
• CQB Instructor/RSO protocols and training objectives for CQB operations
• RSO and Team Leader Instructor teach backs
• Force on Force Scenarios
Gear List-
0 Tactical Vest and Helmet
• Tactical Belt with holster appropriate pouches
• Primary weapon system with 4x magazines (Sim Only)
• Secondary weapon system with 3x magazines (Sim only)
• Tactical Uniform for live fire range and CQB
Professional Services Agreement — Exhibit A Page 12 of 18
• Eye and Ear protection
• Simunition protective clothing to include Sims Helmet
• Long sleeve shirt and gloves
0 350 rounds primary weapon system (Sim)
• 150 rounds secondary weapon system (Sim)
• Blue Body/Inert bangs/crashes
• Range Chair (Optional)
• Lunch (Optional -Students will be given approx. 1 hour each day)
• ANY EQUIPMENT YOU WOULD NORMALLY CARRY DURING A CQB LEA
OPERATION! TRAIN AS YOU OPERATE REAL WORLD!!!
2. Three Day Tactical LEO NVG CQB Instructor Course
Description- This 3-day course will focus heavily on the necessary individual operator and team leader
level skillsets to successfully conduct Close Quarter Battle (CQB) tactical operations with a heavy
emphasis in the use of NODS (Night Optical Devices) and NVG (Night Vision Goggles). This course will
explain the major tactical differences between deliberate and dynamic CQB to help determine which
method should be used for different types of law enforcement operations for the scenario they are faced
with, and how the utilization of NVG can help mitigate risk to the officers. A wide range of individual
and team techniques will be taught to ensure the officers are prepared for a wide range of CQB
operational challenges in mixed lighting conditions. Participants will also understand the "Hybrid"
clearance concept in certain situations were deliberate and dynamic CQB tactics are morphed together to
provide the officer the best chance for success in a chaotic high -risk scenario, especially when operating
in low light to mixed light environments. This course will heavily focus on the characteristics,
advantages, and limitations for using NODs/NVGs during tactical domestic law enforcement operations.
Training obiectives covered-
• Equipment set up to include primary, secondary, and tactical gear
• NODs/NVGs characteristics, advantages, and disadvantages
• Weapon systems set up and employment utilizing NODs/NVGs
• Basic to advance weapons handling for CQB operations while using NODs/NVGs
• NVGs and NODS set up, sight in, and tactical implementations.
• Basic to Advanced Rifle and Pistol shooting drills and standardization testing for departmental
implementation utilizing NVGs/NODs.
• Threat Identification and De -Escalation Techniques Utilizing NVGs1NODs
• Basic to advance accuracy and weapons handling for CQB operations under mixed light
conditions
• Static live fire CQB shooting techniques and skillsets (Range Day)
• Live fire shooting through doorway techniques and skillsets (Range Day)
• Live fire shooting around barricades (Range Day)
• Priority of threats
• CQB team movement flow for each type of CQB Technique under NODs/NVGs (Sim House)
• Basic to advanced room entries techniques for Deliberate CQB utilizing NODs/NVGs (Sim
House)
• Basic to advanced room entries techniques for Dynamic CQB utilizing NODs/NVGs (Sim House)
• Bangs/Crash procedures and implementation utilizing NODs/NVGs (Sim House)
• (Sim House)
• CQB Tactical Verbiage and Calls (Sim House)
• Team Leader Level Methodology and Flow of the Clearance
Professional Services Agreement — Exhibit A Page 13 of 18
• Force on Force Scenarios utilizing NODs/NVGs (Sim House)
• (If Possible)
Schedule (More Specific Details to Follow) -
Day 1- Live Fire static and dynamic range
Day 2- CQB Simmunition
Day 3- CQB Simmunition
Gear List-
0 Tactical Vest and Helmet with helmet mounted NVGs
• Tactical Belt with holster and appropriate pouches
• Primary weapon system with IR laser system with min of 4x magazines
• Primary weapon system sling
• Secondary weapon system with white light and min of 3x magazines
• Tactical Clothing/Rain Jacket and footwear for live fire range (And Weather Appropriate)
• Eye and Ear protection
• Long sleeve shirt and gloves
• 500 rounds primary weapon system (Live)
• 250 rounds secondary weapon system (Live)
• 250 rounds primary weapon system (Sim)
• 100 rounds secondary weapon system (Sim)
• Spare batteries for each optic
• Handheld light
• Tactical Gloves
• Range Chair (Optional)
• Drinks/Snacks
3. SWAT Three Day Rural to Urban Small Team Tactics Course
Description- This 3-day course will focus heavily on the necessary individual operator, team leader, and
instructor level skillsets to successfully conduct Rural Small Team Tactical Operations. This course
curriculum is designed as a full time SWAT Team approach with a wide range of skillsets covered from
individual operator procedures to senior team leader tactical clearance flow methods in a rural and open-
air environment. This course will explain the major tactical differences between Rural Small Team
Tactical Standard Operating Procedures to help determine which method should be used for different
types of law enforcement rural and open-air operations for the scenario they are faced with.
A wide range of individual and team leader level techniques will be taught to ensure that all officers are
prepared for a wide range of open air and rural operational challenges. Participants will also understand
the various Immediate Action Drills to utilize in certain situations where tactics are morphed together to
provide the officer the best chance for success in a chaotic high -risk scenario. Rural Small Team
clearance methodology with each type of tactic will be explained so participants have a high level of
understanding of how each tactic is implemented. Small Team tactics RSO setup and instructional
training points will also be covered ensuring each participant has enhanced knowledge to be a force
multiplier to their agency
Training objectives covered -
Professional Services Agreement — Exhibit A Page 14 of 18
• Equipment set up to include primary, secondary, and tactical gear
• Instructor level Basic to advance weapons handling for Rural Small Team Tactics
• Team Leader Level Rural Small Team Tactics "Flow Methodology"
• Open Air Search Warrant Rural Small Team Tactics Procedures
• Implementation of specialized equipment while conducting Rural Small Team Tactics
• Open Air Search Warrant Rural Small Team Tactics Priority of threats
• Call Out Rural Small Team Tactical Procedures
• Three Rules of Rural Small Team Tactics
• Immediate Action Drills
• Cover vs concealment advantages and disadvantages.
• Aspects of Tactical Advantages for Officer Safety
• Theories of Micro vs Macro terrain
• Aspects of containment for rural small team tactics
• Aspects of proper dispersion in small team tactics
• Small Team patrolling techniques in a rural environment.
• Aspects of Individual Movement Tactics (IMT) for rural small team operations
Gear List-
0 Tactical Vest and Helmet
• Tactical Belt with holster appropriate pouches
• Primary weapon system with 4x magazines (Sim Only)
• Secondary weapon system with 3x magazines (Sim only)
• Tactical Uniform for live fire range and CQB
• Eye and Ear protection
• Simunition protective clothing to include Sims Helmet
• Long sleeve shirt and gloves
• 350 rounds primary weapon system (If Live fire is applicable)
• 200 rounds secondary weapon system (If Live fire is applicable)
• 250 rounds primary weapon system (Sim)
• 100 rounds secondary weapon system (Sim)
• Blue Body/Inert bangs/crashes
• Range Chair (Optional)
• Lunch (Optional -Students will be given approx. 1 hour each day)
Professional Services Agreement — Exhibit A Page 15 of 18
EXHIBIT B - PRICE SCHEDULE
GALLOWGLASS GUARDIAN GROUP, LLC.
4021 Bowser Ave
Dallas Texas 75219
214-695-2997
Trey@3astrateciicconsuItants.com
December 6th, 2024
Recipient
Ft Worth TX PD SWAT (Quote for Operational Training)
Dear Recipient:
We are excited you have considered us to meet your training
requirements! Please see the training proposal quote listed below. Please
do not hesitate to reach out if you have any questions. Thank you!
Course Titles (3 Separate Traininq Courses)-
1- Deliberate vs Dynamic CQB Team Course
2- Night Vision Deliberate vs Dynamic CQB Team Course
3- Small Tactics in a Rural Environment Team Course
Course of Instruction Ouote for Two
Instructors Total Cost for all 3 Courses-
$49, 500.00
Professional Services Agreement — Exhibit B Page 16 of 18
Instructor Bio-
Trey Lindsey is the founder and CEO of Gallowglass Guardian Group; a
tactical, security, and defense consulting company based out of Dallas,
Texas. Trey served in the United States Navy for over 20 years, 18 of
which were spent as a Navy SEAL including 13 years as a member of the
Navy's Tier 1 Special Mission Unit. He also served as a Naval Security
Forces Police Officer with a specialty is physical security and anti-
terrorism. A seasoned combat veteran, Trey participated in more than a
dozen operational deployments oversees during his career.
Leveraging his extensive military experience, he has dedicated his post -
military career through his company Gallowglass Guardian Group, to
enhancing training proficiencies for law enforcement, military and civilians
through security and defense consulting, tactical training courses,
leadership and team building as well as communications and public
speaking. Trey holds a LEO POST commission in the state of Louisiana in
Richland Parish and has trained hundreds of local, state, and federal
officer's and agents to include Homeland Security Houston and Dallas
SRT, Houston SWAT, Montgomery County SO SWAT, Houston DEA, and
other agencies throughout the State of Texas. He is also an adjunct
instructor and staff member for the NTOA.
Professional Services Agreement — Exhibit B Page 17 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
GALLOWGLASS GUARDIAN GROUP, LLC
4021 BOWSER AVE.
DALLAS, TX 75219
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: 0 G C% e. L� �
Position: CC-6
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
-77�-
Signature of President / CEO
Other Title:
Date: y �L 'ZS
Professional Services Agreement— Exhibit C Page 18 of 18