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HomeMy WebLinkAboutContract 53742 City Secretary Contract No. 53742 RECEIVED FOAPR -2 2020 RT WO RT H 11;0 CITY OF FORT WORTH --,,•�•• ram•• C17YSECR VENDOR SERVICES AGREEMENT This VENDOR 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 BOUTCHANTHARAJ CORPORATION ("Vendor"), d/b/a DFW SECURITY PROTECTIVE FORCE, a Texas corporation, acting by and through Somkhit Boutchantharaj, its duly authorized President, each individually referred to as a"party" and collectively referred to as the"parties." WHEREAS, the United States of America, the State of Texas, Tarrant County, and the City of Fort Worth have all declared a state of emergency due to the recent coronavirus pandemic ("COVID-19"); WHEREAS,the Center for Disease Control has issued guidance to help prevent the spread of COVID-19, including social distancing of at least six feet; WHEREAS, due to social distancing requirements, emergency shelters do not have the capacity to house people who are experiencing homelessness; WHEREAS, City is committed to protecting the health,wellbeing, and life safety of City residents who are homeless during times of emergency, such as the COVID-19 pandemic, when community-based emergency shelters have reached full capacity; WHEREAS,City has opened an emergency overflow shelter at the Fort Worth Convention Center ("Shelter") to increase the number of shelter beds available to homeless residents during this emergency; and WHEREAS, the City requires security to ensure the safety of the individuals residing in the Shelter. NOW THEREFORE, the Parties for the mutual consideration included herein agree to enter into the following Agreement. 1. Scope of Services. Vendor will provide security services at the Fort Worth Convention Center("FWCC") to ensure the safety and security of all people and property being housed as part of the City's emergency overflow Shelter. Vendor's services are more specifically set forth in Exhibit "A," which is attached hereto and incorporated herein for all purposes ("Services"). It is understood that the Services to be provided herein are non-exclusive and that the City has,or will,hire other security companies to provide the same or similar services depending on need. OFFICIAL RECORD rInLSE LSECRETARY Vendor Services Agreement Ffaftgfh,TX City Secretary Contract No. 2. Term. This Agreement is effective beginning on March 27, 2020 ("Effective Date") and will expire immediately at the time the emergency shelter is closed by the City or immediately upon written notice by the City, whichever is earlier("Expiration Date"), unless terminated earlier in accordance with this Agreement("Term"). Execution after the Effective Date will have no bearing on the enforceability of this Agreement. 2.1 Compensation. City will pay Vendor Twenty-One Dollars and Sixty-Two Cents($21.62)per hour for each hour of Service performed up to a total amount of Fifty Thousand Dollars and No Cents ($50,000.00). Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 2.2 Prior to submitting an invoice to the City for payment of the applicable Service, Vendor must verify the quality of the Services performed. If the City rejects the submission,it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor will have ten(10)days to correct any deficiencies, unless otherwise agreed to by the Parties in writing. Payment to the Vendor will not be authorized unless the City accepts the Service in writing. The City's acceptance will not be unreasonably withheld. 2.3 On or before each Friday at 5:00 pm during the Term of this Agreement, the Vendor must provide the City with a signed invoice summarizing(i)the Service(s)that have been completed and (ii) requesting payment. If the City requires additional reasonable information, it will request the same promptly after receiving the above information,and the Vendor must provide such additional reasonable information to the extent the same is available. Invoices must be submitted to the City of Fort Worth, attention Andrea Wright, 1201 Houston Street, Fort Worth, Texas 76102. 2.4 The City will make payment within thirty (30) calendar days after receipt of an invoice from the Vendor unless there is a dispute as to the information provided in the invoice for the Goods and Services. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify 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 Services Agreement Page 2 of 11 City Secretary Contract No. Vendor shall return all City provided 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 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 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 7 years after final payment under this Agreement, or the final conclusion of any audit commenced during the said 7 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 will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. This provision will survive the expiration or termination of this Agreement. 7. Independent Contractor. 7.1 It is expressly understood and agreed that Vendor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents,representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Vendor Services Agreement Page 3 of 11 City Secretary Contract No. Vendor acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers, representatives, agents, servants, and employees, and Vendor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City will in no way be considered a Co-employer or a Joint employer of Vendor or any employees,representative,agents, servants, officers, contractors, subcontractors, and volunteers of Vendor.Neither Vendor,nor any officers, agents, servants, employees or subcontractors of CSC will be entitled to any wages or employment benefits from the City.Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers,contractors, subcontractors, and volunteers. 7.2 The City,through its authorized representatives and employees,will have the sole and exclusive right to exercise jurisdiction and control over City employees.Vendor represents that all of its employees and subcontractors who perform Services under this Agreement will be properly trained, qualified, and competent to perform the Services set forth herein in accordance with the highest industry standards. The authority City representative reserves the right to refuse to permit any employee of Vendor from providing the Services set forth herein for any reason. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY 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 EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 9. Assignment and Subcontractine. 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 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. Vendor Services Agreement Page 4 of 11 City Secretary Contract No. 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 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) 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 $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 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 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 Vendor Services Agreement Page 5 of 11 City Secretary Contract No. Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation 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. Compliance with Laws,Ordinances,Rules and Reeulations. 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, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth DFW Security Protective Force Attn: Valerie Washington Assistant City Manager Somkhit Boutchantharaj, President 200 Texas Street 5705 Airport Freeway Fort Worth,TX 76102-6314 Fort Worth,Texas, 76117 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address Vendor Services Agreement Page 6 of 11 City Secretary Contract No. 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent 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. 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. Forcee Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. The Parties acknowledge that this Agreement is being entered into during a state of emergency following the COVID-19 pandemic outbreak. The Parties agree that this provision shall not apply to the COVID-19 pandemic outbreak unless a subsequent binding order is issued by an entity with direct jurisdiction over Vendor or City that prohibits the continuation of the services. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A and B. 22. Amendments/Modifications /Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement,including Exhibits A and B,contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the Vendor Services Agreement Page 7 of 11 City Secretary Contract No. 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. Immieration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"B".Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Chanee in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott 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 Vendor Services Agreement Page 8 of 11 City Secretary Contract No. the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By.Valerie Washington(Mar31,2020) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements. Title: Assistant City Manager C��/� Z8l4 a Je��eFeo Date: 92020 By. cylfthia Serrano(Mar 31,2020) Name: Cynthia Serrano APPROVAL RECOMMENDED: Title: Acting Assistant Director APPROVED AS TO FORM AND LEGALITY: 7tit�YG2�?SG>ilit�S� By: James Davis(Mar 31,2020) Name: Chief James Davis Title: Fire Chief By: /s/Tyler Wallach Name: Tyler F. Wallach ATTEST: Title: Assistant City Attorney C) ! dy CONTRACT AUTHORIZATION: M&C: No M&C required By: 4 Name: Mary Kayser Title: City Secretary i VENDOR: BOUTCHANTHARAJ CORPORATION d/b/a DFW SECURITY PROTECTIVE FORCE,a Texas corporation By: Name: S`mA B t chantharaj Title: resident ,2020 Date: March 30 Vendor Services Agreement a Page 9 of 11 EXHIBIT A SCOPE OF SERVICES 1. Vendor will provide the following unarmed security personnel on the following dates and time during the term of this Agreement: a. Ten(10) security officers from 3:00 pm—7:00 am, seven days a week. b. Three(3) security officers from 7:00 am—3:00 pm, seven days a week. c. Up to three(3) security officers for 24 hours per day, seven days per weeks to protect on- site trailers 2. The Services that may be required at the FWCC include,without limitation,the following: a. Staff and manage specific locations at the FWCC to allow passage to specifically identified individuals and other working personnel. b. Take prompt action against illegal entry of person(s) and contraband as specified within the FWCC. c. Serve as bag checkers for all baggage, equipment, boxes, and deliveries to the FWCC during term of this Agreement. d. Patrol and manage specifically identified areas for potential safety hazards and vandalism. e. Assist in the management of crowd control and overall safety of the individuals in the shelter. £ Take prompt action against unauthorized persons in restricted areas. g. Report any and all criminal offenses, or violations of policies, procedures, rules, and regulations of the City. h. Assist with public information in regards to customer service, safety,and security policies or procedures. Vendor Services Agreement—Exhibit A Page 10 of 11 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY BOUTCHANTHARAJ CORPORATION d/b/a DFW SECURITY PROTECTIVE FORCE, 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: Somkhit "Kit" Boutchantharaj Position: President/CEO Mature 2. Name: Position: Signature 3. Name: Position: Signature Name: - /X J4 Si ature of President/CEO Other Title: President/CEO Date: 03/30/2020 Vendor Services Agreement—Exhibit B Page 11 of 11