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HomeMy WebLinkAboutContract 62041City Secretary Contract No. _____________ Vendor Services Agreement Page 1 of 15 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 Botanical Research Institute of Texas, Inc., (BRIT) (“Vendor”), a Texas non-profit corporation, each individually referred to as a “party” and collectively referred to as the “parties.” AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A – Scope of Services; 3. Exhibit B – Price Schedule; and 4. Exhibit C – Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, and 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. The parties wish to enter into an agreement for BRIT to create a Main Street Beautification Master Plan and Downtown Landscaping Design Guidelines that contribute to a safe, well-maintained, attractive, and inviting downtown (“Agreement”). Exhibit “A,” - Scope of Services more specifically describes the services to be provided hereunder. 2.Term. The initial term of the Agreement will be for one year, beginning on the date of execution of the parties. City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one (1) one-year renewal option. 3. Compensation.City shall pay Vendor an amount not to exceed Twenty-One Thousand Dollars ($21,000.00) in accordance with the provisions of this Agreement and Exhibit “B,” Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. 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. City Secretary Contract No. _____________ Vendor Services Agreement Page 2 of 15 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City (“City Information”) as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6.Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, 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 City Secretary Contract No. _____________ Vendor Services Agreement Page 3 of 15 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, Vendors and subendors. 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 subvendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subvendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subvendor 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 subvendor. 8.Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City’s use of the software and/or 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 right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility City Secretary Contract No. _____________ Vendor Services Agreement Page 4 of 15 for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City’s assumption of payment of costs or expenses shall not eliminate Vendor’s duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9.Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor 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, subvendor shall execute a written agreement with Vendor referencing this Agreement under which subvendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10.Insurance.Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a)Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis City Secretary Contract No. _____________ Vendor Services Agreement Page 5 of 15 Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. “Any vehicle” shall be any vehicle owned, hired and non-owned. (c) Worker’s Compensation: Statutory limits according to the Texas Workers’ Compensation Act or any other state workers’ compensation laws where the work is being performed Employers’ liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers’ compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days’ notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. City Secretary Contract No. _____________ Vendor Services Agreement Page 6 of 15 (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11.Compliance with Laws, Ordinances, Rules and 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, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13.Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: City Manager’s Office 100 Fort Worth Trail Fort Worth, TX 76102-2661 With copy to Fort Worth City Attorney’s Office at same address To VENDOR: Botanical Research Institute of Texas Attn: Executive Director 1700 University Drive Fort Worth, TX 76107-3400 14.Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15.Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. City Secretary Contract No. _____________ Vendor Services Agreement Page 7 of 15 16.No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17.Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18.Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19.Force 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, 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. 20.Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21.Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22.Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23.Entirety of Agreement. This Agreement, including Exhibits A, 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. 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. City Secretary Contract No. _____________ Vendor Services Agreement Page 8 of 15 26.Immigration NationalityAct.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 services provided under this Agreement (collectively, “Work Product”). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) City Secretary Contract No. _____________ Vendor Services Agreement Page 9 of 15 ACCEPTED AND AGREED: City: By: ___________________________ Name: Mark McDaniel Title: Deputy City Manager Date: ___________________ Vendor: By: ___________________________ Name: Patrick Newman Title: President Date: ____________________ CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended and Approved as to Form and Legality: By: ______________________________ Name: Leann Guzman Title: City Attorney Contract Authorization: M&C: N/A 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: ______________________________ Name: Title: City Secretary: By: ______________________________ Name: Jannette Goodall Title: City Secretary 09/24/2024 Vendor Services Agreement – Exhibit A Page 10 of 15 EXHIBIT A SCOPE OF SERVICES The Botanical Research Institute of Texas (BRIT) is an invaluable steward and manager of the Fort Worth Botanic Garden (FWBG) and a vital partner with the City of Fort Worth in providing education in horticulture, natural sciences, environmental sciences, and cultural and natural history. Downtown Fort Worth is important to the City of Fort Worth as a business center, urban residential location, convention destination, entertainment scene, retail shopping area, and tourist attraction. The public spaces in Downtown provide an opportunity to create an ambiance that enhances the image of the City for residents, businesses, and guests. The parties wish to enter into an agreement for BRIT to create a Main Street Beautification Master Plan and Downtown Landscaping Design Guidelines that contribute to a safe, well- maintained, attractive, and inviting downtown with special regard for the importance of tree health to urban environments. 1. Site: Beds 1-47 in the attached Site Map 2. Area: Area to be covered by the Downtown Landscaping Design Guidelines 3. Scope of Services a. Main Street Beautification Master Plan (“Plan”) and Downtown Landscape Design Guidelines (“Guidelines”): i. Perform analysis of downtown (include map of the area, to include both the Site and the broader downtown area due to the Design Guidelines needed for the broader area) to determine the context for plantings, including assessment of physical structures, drainage, pedestrian circulation, community activities, safety needs and concerns, location- specific plant needs, soil conditions, structural soil needs and specifications, and sun/shade requirements. ii. Create a plan for developing a proof of concept regarding plant species to be incorporated into the Plan, which provides for trial plantings, assessing soil conditions, and considering maintenance strategies (the “Trial Plan”). The Trial Plan shall occur within the boundaries of the Site (the “Trial Plan”). BRIT will submit an initial draft of the Trial Plan to City by November 1, 2024. The City, if necessary, will provide feedback within 30 calendar days. iii. Develop a landscaping plan for the Site that includes the following: City Secretary Contract No. _____________ Professional Services Agreement Botanical Research Institute of Texas Inc., Page 11 of 15 1. Beautification enhancements to the existing planters and landscape areas, to include a good mix of seasonal color; 2. Creates a cohesive aesthetic throughout the area; 3. Appears inviting to all users of Downtown (residents, workers, conventioneers, hotel guests, visitors, shoppers, etc.) as approved by the Advisory Committee further described below; 4. Provides for regionally appropriate plantings with low maintenance requirements; taking into account planting location (sun, rain, shade, proximity to building and hard surface structures, tree roots, soil types, etc.) and plant hardiness, susceptibility to disease, and ability to withstand the harsh Texas climate; 5. Includes opportunities for meaningful educational interpretation with accessible signage; 6. Accounts for the health of existing trees (not tree maintenance, but taking care not to disturb the trees any further); no part of the landscaping plan when implemented properly, including plants, lighting, and educational components, should cause any damage to existing trees; 7. Provides input on existing lighting as it pertains to the health or placement of plants and trees, and includes feedback on same from City forestry staff and BRIT. 8. Promotes safety: a. Plantings and educational components will not create hazards for users of the ROW. b. Recommendations for the tree wells relative to safety for pedestrians, including the disabled, and whether tree grates or other safety features should be used, provided that any such safety feature does not harm the long-term health of existing trees. This should include a tree well inspection schedule to monitor for replacement, removal, etc. 9. Showcases and provides marketing opportunity for the Fort Worth Botanic Garden; 10. Incorporates budget estimates for implementation and ongoing maintenance, ensuring the budget is cost-effective, as well as including suggested sources of funding; 11. Builds a site development plan and implementation strategy, including any phasing necessary to achieve the full plan; 12. Provides a maintenance plan for the Site; 13. Complies with permitting requirements. iv. Create design standards based on the Main Street Master Plan that can be implemented throughout Downtown in areas outside of the Site, City Secretary Contract No. _____________ Professional Services Agreement Botanical Research Institute of Texas Inc., Page 12 of 15 including a maintenance plan for plants that are included in the Design Guidelines v. In conjunction with the City Forester, generate recommendations for next steps for a downtown tree survey and the creation of tree maintenance plan. b. Stakeholder Engagement: Meet with downtown stakeholders, including the PID Board to gather input, including one meeting before design begins, and one meeting to explain the design concept. c. Advisory Committee: Establish an advisory committee to provide input to BRIT, consisting of the City Forester, a representative from Sundance Square, a representative from DFWI, and a PID1 Board Representative. d. Deliverables i. Initial Draft: BRIT will submit an initial draft of the Plan and Guidelines to City staff by September 1, 2025, which represents input from stakeholders and the advisory committee. The City, if necessary, will provide feedback within 30 calendar days. ii. Final Draft: BRIT will submit the final Plan and Guidelines to the City within 30 days after the City provides its input to BRIT. 4. Miscellaneous: a. BRIT may enter into any agreements or memoranda of understanding with other parties as necessary to complete the scope of services set forth in the Agreement and Exhibit A. b. Ownership of Documents: City will own all documents, including plans, tracings, drawings, estimates, specifications, maintenance plans, field notes, studies, and reports, upon completion or termination of the project. Vendor Services Agreement – Exhibit A Page 13 of 15 SITE MAP City Secretary Contract No. _____________ Professional Services Agreement Botanical Research Institute of Texas Inc., Page 14 of 15 EXHIBIT B PRICE SCHEDULE Payment: The City will pay BRIT $21,000 to perform the scope of services set forth in the Agreement and Exhibit A, all of which will be funded from assessment revenues generated from PID 1, subject to City Council approval. City will not make any payment before the services have been executed and accepted. If the services under this agreement do not conform to the specifications under this agreement, or are otherwise not accepted by City, then City will not be responsible for payment. City will pay Vendor Five Thousand Two-Hundred and Fifty Dollars ($5,250.00) within 30 days upon execution of the agreement. The City will pay Vendor Ten Thousand Five- Hundred Dollars ($10,500.00) within 30 days upon submission of the initial draft deliverable, as further described in Exhibit A, Section 3(d)(i). The remaining Five Thousand Two-Hundred and Fifty Dollars ($5,250.00) will be paid to Vendor within 30 days upon submission of the Final Draft deliverable, as further described in this Agreement and Exhibit A . Following execution and acceptance of the Agreement and the deliverables by the City, Vendor must provide the City with an invoice summarizing (i) the services executed, (ii) requesting payment, and (ii) listing the purchase order number on the invoice. If the City requires additional reasonable information, City will request the same promptly after receiving the above information, and the Vendor must provide such additional reasonable information to the extent the it is available. Invoices must be submitted to the City of Fort Worth by email at Supplierinvoices@fortworthtexas.gov or by mail to Attn: Accounts Payable, 100 Fort Worth Trail, Fort Worth, Texas 76102. Vendor Services Agreement – Exhibit C Page 15 of 15 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY _____________________________ _____________________________ _____________________________ 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: ___________________________________