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HomeMy WebLinkAboutContract 57833 CSC No. 57833 FORT 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 Interim City Manager, and HIGHLAND MARKET RESEARCH, LLC, a Texas Limited Liability Corporation ("Vendor"), acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." 1. Scope of Services.Vendor will provide an economic impact analysis concerning the Will Rogers Memorial Center in accordance with this Agreement and Exhibit "A" - Scope of Services,which more specifically describes the goods and services to be provided hereunder ("Services"). Vendor will provide all labor,equipment,and material necessary to perform and complete the Services. 2. Term. 2.1 Initial Term. This Agreement will be binding on the date of execution by the Parties and effective beginning on July 11, 2022 ("Effective Date") and expires on October 31, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed Thirteen Thousand Dollars and No Cents($13,000.00) ("Fee")for all Services performed under this Agreement. 3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes 3.3. 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. 3.4. Vendor will provide a signed fee invoice summarizing the portion of the services that have been completed during a 30-day period in accordance with the scope of services. Vendor must provide the City with an invoice in order to be paid. Invoices must be submitted to Supplierinvoices&fortworthtexas.gov and include a valid Purchase Order number as provided by the City. OFFICIAL RECORD CITY SECRETARY Highland Market Research FT.WORTH, TX Page 1 of 13 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 will 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. 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 Goods and 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 will treat all information provided to it by City ("City Information") as confidential and will 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 will 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 will store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor will 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will,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 will 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. Highland Market Research Page 2 of 13 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 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 officers, agents, servants, employees,Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees,servants,Vendors and subVendors. 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 City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor will be entitled to any employment benefits from City. Vendor will 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 subVendor. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL 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 INDEMNIFICATION- VENDOR HEREBY COVENANTSAND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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 Subcontracting. 9.1 Assignment. Vendor will 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 will 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 will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor will execute a written agreement with Vendor referencing this Agreement under which sub Vendor will agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor will provide City with a fully executed copy of any such subcontract. Highland Market Research Page 3 of 13 10. Insurance. Vendor will provide City with cer ificate(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 will be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing Goods and Services under this Agreement. "Any vehicle"will 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 must name City as an additional insured thereon, as its interests may appear. The term City must include its employees, officers, officials, agents, and volunteers in respect to the contracted Goods and Services. (b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice must be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial Highland Market Research Page 4 of 13 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will 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 will 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 will 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 will 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 will 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 Highland Market Research, LLC Attn: Assistant City Manager Attn: Angie Highland 200 Texas Street 716 E. Hill St Fort Worth,TX 76102-6314 Keller, TX 76248 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Highland Market Research Page 5 of 13 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 will 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 will 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 will 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 will not in any way be affected or impaired. 19. Liens. Vendor does not have the authority to engage in any act or to make any contract that may create or be the foundation for any lien upon any real property and improvements owned or to be owned by the City. If any such purported lien is created or filed,Vendor,at no cost to the City, must liquidate and discharge the same within thirty (30) calendar days of such creation or filing. Vendor's failure to discharge any such purported lien within this time frame will constitute a breach of this Agreement. Vendor's financial obligation to the City to liquidate and discharge such lien will continue in effect following termination or expiration of this Agreement and until such a time as the lien is discharged. 20. Permits and Licenses. Vendor must obtain and pay for all necessary permits and licenses incurred or required in connections with the Goods and Services. 21. Force Maieure. City and Vendor will 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 will 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. 22. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 23. 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 will not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 24. Amendments/Modifications/Extensions. No amendment,modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is Highland Market Research Page 6 of 13 executed by an authorized representative of each party. 25. Entirety of Agreement. This Agreement, including Exhibits A, B and C, 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. 26. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will,for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 27. Immigration Nationality Act. Vendor must 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 must provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL 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, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 28. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures, guides, and documentation that are created,published,displayed, or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City will 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 will 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 will 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 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. 29. 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. 30. Change in Company Name or Ownership. Vendor must 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 Highland Market Research Page 7 of 13 resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 31. 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"will have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. 32. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2.To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 33. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association.The terms"discriminate,""firearm entity"and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 34. 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 or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. Highland Market Research Page 8 of 13 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Highland Market Research Page 9 of 13 ACCEPTED AND AGREED CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person A— responsible for the monitoring and administration of By:Reginald Zeno(Ju 114,2022 10:03 CDT) this contract,including ensuring all performance and Reginald Zeno reporting requirements. Interim Assistant City Manager Date: 120 By:A.d.uJ Andrea Wright APPROVAL RECOMMENDED: Assistant Director, Public Events Dept. APPROVED AS TO FORM AND LEGALITY: By:MichaeI E Crum(Jul 14,2A22 08:19 CDT) Michael E. Crum Director,Public Events Dept. B Y� Tyler F. Wallach ATTEST: Assistant City Attorney CONTRACT AUTHORIZATION: Tgnnette S. Goo�%ll ao-o4n�n�� By:Jan nette S.Gooda ll(Jul 14,202210:36CDT) ADO' J Q, 00c000000 Jannette Goodall 'A o° °°�'pa� City Secretary �E.o o .d �v° °Zd ° ° 0 TO-00jiv,o°oO0000°°o° o� call nExpSaa VENDOR: HIGHLAND MARKET RESEARCH,LLC a Texas LLC ate-Ht;ihZwa -) By: Angi ighland('Jul 14,202206:06 CDT) Name: Angie Highland Title: Principal Date: ,20 OFFICIAL RECORD CITY SECRETARY Highland Market Research FT.WORTH, TX EXHIBIT A SCOPE OF SERVICES The most recent comprehensive economic impact study of the Will Rogers Memorial Center ("WRMC") was completed in 2012 ("Study"). Since that time, the City has undertaken substantial capital improvements that have resulted in increased visitor attendance and spending at the WRMC. Vendor will update the Study to include a detailed analysis of the visitors attending the WRMC and the resulting economic impact generated by the facility to the City using data from the previous 12 months of events held at WRMC. The Services will include the following: ❑ Preliminary planning sessions with City management ❑ In-depth analysis of available demographic, affinity,and economic data ❑ Analysis of completed and planned capital improvement projects at the WRMC ❑ Preparation and submission of formal report to the City Highland Market Research Page 11 of 13 EXHIBIT B FEESCHEDULE PROFESSIONAL FEES: PREPARATION AND PLANNING SESSIONS $3,500 STUDY COMPONENTS: VISITOR ATTENDANCE & EVENT CATEGORIES $2,000 CAPITAL IMPROVEMENTS $1,500 ECONOMIC IMPACT&VISITOR SPENDING $2,000 ANALYSIS AND PREPARATION OF FINAL REPORT $4,000 TOTAL PROFESSIONAL FEES $13,000 CITY WILL PAY VENDOR THE TOTAL FEE AFTER VENDOR HAS COMPLETED ALL SERVICES SET FORTH HEREIN AND THE CITY HAS RECEIVED AND ACCPETED THE FINAL FORMAL REPORT OF THE UPDATED STUDY. Highland Market Research Page 12 of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY HIGHLAND MARKET RESEARCH,LLC 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: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Highland Market Research Page 13 of 13