Loading...
HomeMy WebLinkAboutContract 55797City Secretary Contract No. XXXXX 55797 VENDOR SERVICES AGREEMENT Brandon Paul Johnson & Associates LLC 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 Brandon Paul Johnson & Associates LLC ("Vendor"), each individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: This Agreement and supporting documents shall include the following: 1. Exhibit A— Scope of Services; 2. Exhibit B— Price Schedule; 3. Exhibit C— Verification of Signature Authority Form; and Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor shall provide City with Lean Six Sigma Yellow Belt Certification training. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on the Effective Date, as established herein, and shall expire thirty days after completion of the Services, unless terminated earlier in accordance with this Agreement. This agreement may be renewed for up to two (2) additional terms. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement shall not exceed the amount of twenty thousand Dollars ($20,000.00). 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. Ciry shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-a�ropriation 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. OFFICIAL REC�RD Vendor Services Agreement - Brandon Paul7ohnson & Associates LLC I CITY SECRETARY FT. VIlORTH, TX 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. Upon termination of this Agreement for any reason, Vendor shall provide Ciry 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after 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. INDEPENDENT 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, consultants 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 Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 2 of 12 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 contractors 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 subcontractor. 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 ov 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 haYmless and defend city, its officers, agents, servants and einployees, from and against any and all claims or lawsuits of any kind or character, whether real or asserted, for either property damage or loss (including alleged damage or loss to vendor's business and any resulting lost profits) and/or personal injury, including death, to any and all peYsons, aYising out of oY in connection with this agreement, to the extent caused by the negligent acts or omissions or malfeasance of vendor, its officers, agents, servants or employees. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade inark, trade secret, or similaN pYopeYty Night arising fi^om City's use of the software and/oY documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the Yight to conduct the defense of any such claiin oY 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 pYotect City's interest, and Ciry agYees to coopeYate with VendoY in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses foY 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 clairrc 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 def'ense of such claim or action. City agrees to give Vendor timely wrztten 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 infi°inge 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 softrvare and/or documentation; or (b) modify the software and/or docuinentation 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 softrvare 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 amountspaid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 3 of 12 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assi�nment. Vendor shall not assign or subcontract any of its primary 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 for primary duties, such subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor 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. [Not applicable, insurance requirements have been waived for this contract.] 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and 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, SUBCONTRACTORS 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 electronic means with 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 Brandon Paul Johnson & Associates LLC Attn: Jennifer Roberts, Assistant Director 1236 Clifftop Lane Development Services Dallas, Texas 75208 200 Texas Street Fort Worth, TX 76102-6314 Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 4 of 12 Tel: 817-392-6101 Email: Jennifer.roberts@fortworthtexas.gov With copy to Fort Worth City Manager's Office and the City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Tel: 817-658-8876 Email: brandonpjohnson@hotmail.com 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 validiry, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 5 of 12 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 including its 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. ENTIRETY OF AGREEMENT. This Agreement, including its Exhibits, 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. 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 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. 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 seroices provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 6 of 12 of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Wark Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"wark-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 exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL 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 with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the meaning ascribed to those terms by 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 Agreement, 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 this Agreement. (signature page and exhibits follow) Vendor Services Agreement - Brandon Paul Johnson & Associates LLC Page 7 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date signed by the City's Assistant City Manager (`Bffective Date"). ACCEPTED AND AGREED: CITY OF FORT WORTH: bana. 8ur�pj'� By: 1- Name: Dana Burghdoff Title: Assistant City Manager Date: Jun 2, 2021 APPROVAL RECOMMENDED: By: ''�y`' Name: D.J. Harrell Title: Director, Development Services ATTEST: By: '�'�"'�S�` Name: Mary J. Kayser Title: City Secretary ,d4��n��� ,o,�� FORT �� p �F000000000�L d� o � �° v _ a °�-�d� �vo �_� o � o � ��o ��� ��� o ,�r � °°00000�° � �� �EXASb�'a APPROVED AS TO FORM AND LEGALITY By: �— Name: Richard A. McCracken Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A DATE: 1295: VENDOR: Brandon Paul Johnson & Associates LLC �GGfl1Gl0�/ �G/Gl�, 70�!!%f0l1 By: Name: Brandon P. Johnson Title: Manager Date: May 12, 2021 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: c,��"� Name: Jennifer Roberts Title: Assistant Director, Development Services OFFICIAL REC�RD Vendor Services Agreement - Brandon Paul Johnson & Associates LLC CITY SECRETARY FT. VIIORTH, TX EXHIBIT A SCOPE OF SERVICES Lean Six Sigma Yellow Belt Certification Course City of Fort Worth, Texas Offered By Brandon Paul Johnson Brandon Paul Johnson & Associates BACKGROUND Through this course, Vendor will provide City employees with 8 hours of course work to provide the employees with the opportunity to develop their skills and comprehension of practical knowledge of Lean Six Sigma by: a. Selecting the right projects (with quantifiable improvement) b. Interacting, communicating, and active listening (able to efficiently address challenges of cultural change) c. Project management skills (able to execute projects) d. Data collection skills (knowing what and how to collect data) e. Data analysis skills (finding critical X's) £ Data presentation skills (influencing decisions) In addition to presentations of subject matter, Vendor shall assign City employees case studies, reading material and quizzes designed to build knowledge, skills and abilities in this vital field. This course will also teach to: • To Train professionals to Utilize Lean in every aspect of the Business • Lean is a philosophy, a way of thinking • Lean is a lifetime process, not a project or "flavor of the month" • Lean is a system, a collection of elements that involves every aspect of the business • Lean is about growth, improvement, and development • For the Customer For the Employees For the Company COURSE OUTLINE The course outline provided by Vendor shall be as follows: Student Learning Outcomes: 1. What is Continuous Improvement 2. History of Lean 3. Five Principles of Lean Vendor Services Agreement — Exhibit A Page 9 of 12 4. Ultimate Lean Foundation 5. Change Course Reference Materials: • George, Rowlands, Price, and MaXey (2005). The Lean Six Sigma Pocket Toolbook. McGraw Hill. ISBN: 0-07-144119-3 • Rother and Shook (1999). Learning to See. The Lean Enterprise Institute Additional Supplemental Information: • Keyte & Locher (2004). The Complete Lean Enterprise. Productivity Press Some Recommended Websites: • General Information: www.lean.org • Best in Class Lean: www.shingoprize.org Instructional Methods, Assignments & Assessments Readings — All course readings are a supplement to the lectures and are listed at the beginning of the module. Case Study — Reading about real-life (or imaginary) cases that illustrate module concepts. Students will produce an artifact that would be useful documentation or future business resource, with rubric for self-assessment. Module Quizzes — Vendor shall provide a quiz at the end of the module that contains objective questions. Course Exam — Vendor shall provide a quiz at the end of the course that contains objective questions based upon the reading assignments and lectures in each module. City shall provide a City facility to conduct the training with internet access, tables and chairs located six feet apart, and a projector. City employees taking the course shall bring laptops, pens and pencils, and paper. City employees who complete the entire course will be issued a L6S Yellow Belt certiiication. Schedule: Vendor shall provide the 8-hour course in two training sessions, each training session to be four hours in length, on dates agreed to by Vendor and City. There will be approXimately four weeks between the two training sessions. Vendor Services Agreement — Exhibit A Page 10 of 12 EXHIBIT B PRICE SCHEDULE COURSE COST Project: City of Fort Worth (CoFW) Course: Lean SiX Sigma Yellow Belt Certification Cost: $425.00 Per CoFW Employee for 8 hours of instruction. Vendor Services Agreement — Exhibit B Page 11 of 12 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Brandon Paul Johnson & Associates LLC 1236 Clifftop Lane Dallas. Texas 75208 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authoriry. Ciry is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Brandon Paul Johnson, MPA, CLSSMBB Position: Manager Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Vendor Services Agreement — Exhibit C Page 12 of 12