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HomeMy WebLinkAboutContract 61868City Secretary Contract No. 61868 FORT WORTH, 4'� - 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, and J.D. Power ("Vendor"), a Delaware corporation, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide City with access to its annual Water Utility Customer Satisfaction Study (the "Syndicated Study"). Vendor's services may include a non-exclusive license to use materials that Vendor owns or has a right to license, including the Syndicated Study ("Licensed Works"), including software and software platforms ("Platforms"), content, data and other intellectual property ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes ("Order"). 2. Term. This Agreement begins on August 1, 2024 ("Effective Date") and expires on July 31, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to three (3) one-year renewal option(s) (each a "Renewal Term" and together with the Initial Term, the "Term"). 3. Compensation. 3.1 City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement for the Initial Term will not exceed Forty -One Thousand Four Hundred Seventy -Five Dollars ($41,475.00). Total Compensation under this Agreement for any Renewal Term shall not exceed the maximum amounts listed in Exhibit `B." Vendor may increase the Fees (the "New Fees") effective as of the start of the next option period, subject to the maximum amounts of the Total Compensation listed in Exhibit `B." Vendor will not perform any additional services or bill for expenses incurred for City not specified by each Order, 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 in an Order, unless City first approves such expenses in writing. 3.2 City shall pay Vendor the fees and expenses ("Fees") set forth in the applicable Order subject to the requirements of Chapter 2251 of the Texas Government Code. City agrees that its payment of Fees set forth in any applicable order to Vendor may not be offset, or include any withholding or deduction from any other contract between City and Vendor. Payment is due thirty (30) days from the invoice date. Vendor may charge interest on Fees not paid when due, not to exceed the maximum allowed interest as provided in Chapter 2251 of the Texas Government Code. Vendor may suspend Services if Fees are not paid when due after providing five (5) business days' notice to City. OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 13 FT. WORTH, TX City Secretary Contract No. 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 ninety (90) days' written notice of termination. Any open Order existing at the time the Term expires will not terminate but will remain active and continue to be governed by this Agreement until the Order expires or terminates according to its terms. 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 in an Order 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 4.4 Upon termination or expiration of this Agreement or an Order, as applicable, the rights and licenses granted to City to the applicable Licensed Works shall terminate, except as otherwise expressly provided in this Agreement or an applicable Order. 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 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. a) "Confidential Information" means any information that is disclosed in confidence in relation to this Agreement which a party designates as confidential or would reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding disclosure, including, in the case of Vendor, the Licensed Works. b) The receiving party (including The City, in its role as the receiving party of Vendor's Confidential Information), will: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect the Confidential Information, Vendor Services Agreement Page 2 of 13 City Secretary Contract No. including all precautions the receiving party employs with respect to its own confidential materials of a similar nature; (ii) not divulge any Confidential Information to any third party other than to its employees and Authorized Users (for City) and employees, affiliates and contractors (for Vendor) ("Representatives") with a legitimate "need to know" the Confidential Information in connection with the performance of its obligations under this Agreement, subject to the requirements of Section 5.3; and (iii) not copy, reverse engineer or remove any proprietary markings from any Confidential Information. The receiving party is responsible for its Representatives' compliance with the terms of this Agreement. c) Confidential Information does not include any information that: (i) is or becomes publicly known or available without the receiving parry's breach of this Agreement; (ii) is, at the time of disclosure, already known to the receiving party as evidenced by written records; (iii) is obtained from a third party that the receiving party reasonably believes is without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. d) Confidential Information may be disclosed by the receiving party to the extent required by valid subpoena, court order, or other legal process, including, but not limited to, required disclosure by Attorney General letter ruling subject to the Texas Public Information Act), provided that the receiving party: (i) gives prompt notice to the disclosing party to the extent permitted by Applicable Law and in the case of City, subject to the requirements of Section 5.3 of this Agreement; and (ii) such disclosure is limited to the minimum extent necessary to comply with the requirements of the Texas Attorney General's Office if the City or if the Vendor, to the comply with the legal requirements. e) Upon written request by the disclosing party, the receiving party will: (i) cease using the Confidential Information; (ii) return to the disclosing party all copies, notes or extracts thereof; and (iii) upon request of the disclosing party, confirm in writing that receiving party has complied with these obligations Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information that are stored on the receiving party's IT backup and disaster recovery systems until the ordinary course deletion thereof or for purposes of legal or regulatory compliance or for use in pursuing, defending and/or resolving a claim arising under this Agreement, including, but not limited to, Texas Local Government Code Chapter 201. Such retained Confidential Information will continue to be bound by the confidentiality obligations of this Agreement. 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. Any release of documents held or maintained by City shall comply with the requirements of the Texas Public Information Act. In the event there is a request for information which includes the Licensed Works, City will promptly notify Vendor. It will be the responsibility of Vendor 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. 5.4 Unauthorized Access. The parties must store and maintain Confidential Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. Each party must notify the other immediately if the security or integrity of the other party's Confidential Information has been Vendor Services Agreement Page 3 of 13 City Secretary Contract No. compromised or is believed to have been compromised, in which event, the party will, in good faith, use all commercially reasonable efforts to cooperate with the receiving party in identifying what information has been accessed by unauthorized means and will fully cooperate with the disclosing party to protect such Confidential Information from further unauthorized disclosure. License, Ownership and Restrictions on Use. 6.1. City may not directly or indirectly use or display the Vendor trademarks or service marks (collectively, the "Marks" and each, a "Mark") without the Vendor's prior written consent unless expressly provided in an Order (the "Permitted Branding"). 6.2. Vendor and its licensors retain all right, title and interest, including all copyright, patent, trade secret, trademark, and any other intellectual property rights (collectively, "Intellectual Property Rights"), in and to the Licensed Works, including all upgrades, updates, enhancements, derivative works and modifications thereto, which are deemed part of the Licensed Works. City shall gain no right, title or interest in the Licensed Works by virtue of this Agreement other than the limited non-exclusive licenses granted hereunder. City acknowledges that, to the extent the Licensed Works include access to data: (a) such Licensed Works are an original compilation protected by applicable copyright laws; (b) Vendor has dedicated substantial resources to collect, manage and compile such Licensed Works; and (c) such Licensed Works contain trade secrets of Vendor. 6.3. City is granted a limited, non-exclusive, non-sublicensable, non -transferable, revocable license to use the Licensed Works during the period provided in the applicable Order (the "Use Period") solely for City's internal business use and as otherwise provided in the Order (collectively, the "Permitted Use"). 6.4. Unless otherwise stated in this Agreement or the applicable Order, the Licensed Works may be used and accessed solely by City's officers and employees and, if applicable, such other parties provided for in an Order ("Authorized Users") in each case subject to the terms and conditions of this Agreement and the applicable Order. City will not disclose, release, distribute, or deliver the Licensed Works, or any portion thereof, to any third party other than Authorized Users without Vendor's prior written consent, subject to Section 5.3 of this Agreement. Vendor and City agree that this Agreement shall serve as prior written notice that Vendor permits City to make only general descriptions about information contained in the Licensed Works in public presentations to the Fort Worth City Council. In no event, shall City disclose, release, distribute, or deliver individual data points contained in the Licensed Works. City will use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Licensed Works and to protect the Licensed Works from unauthorized access, disclosure, duplication, use, modification, or loss. 6.5. City agrees to use the Licensed Works only for the Permitted Use by Authorized Users. For the avoidance of doubt, except as expressly authorized under this Agreement or the applicable Order, City agrees not to (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, link to, transfer, or otherwise make available the Licensed Works, subject to Section 5.3 of this Agreement, including, without limitation, redistributing Vendor's proprietary data identifiers, codes or mapping tables; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of or methods used to compile the Licensed Works; (iii) remove any proprietary notices included in the Licensed Works; (iv) use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other Vendor Services Agreement Page 4 of 13 City Secretary Contract No. right of any party, or that violates any Applicable Law; (v) copy, modify, or create derivative works of the Licensed Works; (vi) utilize the Licensed Works to create any products with functionality that is substantially similar to the Licensed Work, and (vii) use the Licensed Works in any manner that does, or could potentially, undermine the security of the Licensed Works or interfere with, modify, delay, disable or negatively affect any features, functionality or security controls of the Licensed Works. 6.6. City grants to Vendor the right to aggregate and use data and information related to City's use of the Services, including to compile statistical and performance information related to the provision and operation of the Services, provided that Vendor does not identify City or any of City's customers. If City chooses to give Vendor feedback, such as suggestions to improve the Services, Vendor may act on City's feedback without obligation to City. 7. Right to Audit. Vendor agrees that City will, until the expiration of one (1) year after final payment under this Agreement, or the final conclusion of any audit commenced during the said one year, have access to and the right to examine at reasonable times and with sixty (60) days prior written notice, 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. 8. 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 subcontractors. 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, contractors, and subcontractors. 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, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors 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, contractors, or subcontractors. Liabilitv and Indemnification. 9.1. LIMITATIONOFLI BILITY— Vendor will have no liability to Clientfor any damages resulting from any interruptions, delays, inadequacies, errors or omissions relating to the Services covered hereby. INNO EVENT WILL VENDOR HAVE ANYLIABILITY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, TO CITY OR TO ANY THIRD PARTY, FOR LOST PROFITS OR FOR ANYINDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF VENDOR, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDOR'S MAXIMUM LIABILITY TO CITY FOR ANY DAMAGES, EXCLUDING ANY DAMAGES ARISING FROM OR RELATED TO INTELLECTUAL PROPERTY CLAIMS, WITH RESPECT TO THE SERVICES PROVIDED UNDER ANY APPLICABLE ORDER WILL NOT EXCEED THE AGGREGATE TOTAL FEES PAID BY CITY TO VENDOR UNDER THE ORDER GIVING RISE TO SUCH CLAIM. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION OF LIABLITY DOES NOT Vendor Services Agreement Page 5 of 13 City Secretary Contract No. IMPACT VENDOR'S INTELLECTUAL PROPERTY INDEMNINFICATION OBLIGATIONS TO CITY UNDER SECTION 9.3. 9.2. INTENTIONALLY OMITTED 9.3. INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action by a third party against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the Licensed Works in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the Licensed Works. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. 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 will not eliminate Vendor's duty to indemnify City under this Agreement. If the Licensed Works, or any part thereof, are held to infringe and the use thereof is enjoined or restrained or, if as a result of settlement or compromise, such use is materially adversely restricted, Vendor will, at its sole option and own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Licensed Works; or (b) modify the Licensed Works to make it non -infringing, provided that such modifications does not materially adversely affect City's authorized use of the Licensed Works; or (c) replace the Licensed Works with equally suitable, compatible, and functionally equivalent non - infringing Licensed Works at no additional charge to City; or (d) if none of the foregoing alternatives are reasonably available to Vendor, it shall have the right to terminate this Agreement with respect to the allegedly infringing Services by written notice to City and by refunding to City the prorated share of any charges relating to such infringing Services on the Order between the time the Licensed Works are held to infringe, or the use thereof is enjoined, restrained, or materially adversely restricted and the completion date of the current Order. 10. Assignment. Neither party shall assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the other party. 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. 11. Insurance. Vendor must 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 Services pursuant to this Agreement: 11.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Vendor Services Agreement Page 6 of 13 City Secretary Contract No. (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing 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 Services are 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. An annual certificate of insurance must be submitted to City to evidence coverage. 11.2 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 includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (d) 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. 12. Compliance with Laws, Ordinances, Rules and Regulations. Each party 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 Vendor Services Agreement Page 7 of 13 City Secretary Contract No. comply with all applicable federal, state and local laws, ordinances, rules and regulations. If either party notifies the other party of any violation of such laws, ordinances, rules or regulations, such party must immediately desist from and correct the violation. 13. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, 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, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 14. 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: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 § 00 Ks J. D. Power Attn: Legal Department 320 E. Big Beaver Road, Suite 500, Troy, MI 48083 With copy to Fort Worth City Attorney's Office at With a copy to: legal@jdpa.com same address 15. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this Agreement, 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. 16. 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. 17. 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 does 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. 18. 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. Vendor Services Agreement Page 8 of 13 City Secretary Contract No. 19. 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. 20. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Parry provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 14 of this Agreement. 21. 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. 22. 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 and B. 23. 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 executed by an authorized representative of each party. 24. 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. 25. Warranty of Services. Although Vendor will use reasonable efforts to provide accurate and reliable Services under this Agreement, neither Vendor nor any of its licensors of information or software included in the Services warrants the adequacy or accuracy thereof. VENDOR AND ITS LICENSORS PROVIDE THE SERVICES AS IS AND HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE SERVICES OR THE RESULTS TO BE OBTAINED FROM THE USE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 26. Immigration Nationalitv 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). 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 Vendor Services Agreement Page 9 of 13 City Secretary Contract No. not legally eligible to perform such services. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Signature Authoritv. The 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. 28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, 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 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 Bovcott of 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 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. 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 the Agreement. 30. The City agrees that under the terms of this Agreement, the Vendor is not subject to the requirements of Texas Government Code chapters 2274 and 2276. City agrees to provide Vendor with written notice within 7 business days if the value of the contract exceeds ninety (90) percent of the value requirement stated in chapters 2274 and 2276 of the Texas Government Code. Vendor reserves the right to renegotiate this contract upon receipt of this written notice. 31. 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. 32. Entirety of Agreement. This Agreement including Exhibits A and B, Order(s), 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. (signature page follows) Vendor Services Agreement Page 10 of 13 City Secretary Contract No. I:TKe101y104I7:1e1DX.X"9010113 CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager Date: APPROVAL RECOMMENDED: BY: Chris Harder (Aug 7, 202415:21 CDT) Name: Chris Harder Title: Water Department Director ATTEST: F Fonr°�aa o9 C\ aAnnn�oa54p By: 7 Name: Jannette Goodall Title: City Secretary VENDOR: J.D. Power By: Andrew Heath (Aug 7, 2024 07:43 PDT) Name: Andrew Heath Title: Vice President 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. R,,.,, L.- BY: Peggy Miller (Aug 7, 202417:14 CDT) Name: Peggy Miller Title: Customer Relations Manager APPROVED AS TO FORM AND LEGALITY: By: -M, —{j JJ Name: M. Kevin Anders, ^Yi�M.�l�-- A��nn�ders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 13 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Vendor shall provide City with access to its Syndicated Study, Platforms, and Services. Vendor's Syndicated Study, Platforms, and Services include, but are not limited to, the following: • Expert analyst briefing: Insights into key industry trends and study findings, allowing the City of Fort Worth Water utility to maximize performance and create a highly satisfying customer experience. • Results delivered via PowerSource: An online dashboard analytic tool via email and password • Industry detailed findings: Competitive performance overview by factor • Access to personalized competitive dataset: Allowing the water utility to see how the City of Fort Worth Water Department stacks up against competitors, the industry, and the highest performers across the six study factors at both the Regional and National Level. • An On -site executive presentation with management insights, which include: Study results and analyses of high -performing water utilities, ongoing best practices, and customized strategic recommendations. Vendor Services Agreement Page 12 of 13 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE Total annual payment under this Agreement for the Initial Term will not exceed Forty -One Thousand Four Hundred Seventy -Five Dollars ($41,475.00). Total annual payment made during subsequent renewal years will not exceed as follows: RENEWAL (OPTION) YEAR MAXIMUM AMOUNT 1: Aug. 1, 2025- Jul. 31, 2026 $43,549 2: Aug. 1, 2026- Jul. 31, 2027 $45,727 3: Aug. 1, 2027- Jul. 31, 2028 $48,014 Invoicing Billing Schedule: Invoice to be issued for the applicable Maximum Amount upon delivery of the Syndicated Study, and payment is subject to the terms in Section 3.2. For City issued Purchase Orders ("PO"), if there is a conflict between the terms and conditions in this Agreement and the PO, the Agreement terms shall control. City shall provide Vendor with a copy of any City issued PO's. Vendor Services Agreement Page 13 of 13