Loading...
HomeMy WebLinkAboutContract 62397CSC No. 62397 VENDOR SERVICES AGREEMENT of Education Services Related to Water Conservation November 21st 12024 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 Tinker LLC ("Vendor"), a California comoration authorized to conduct business in Texas. each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: This Agreement and supporting documents shall include the following: 1. Exhibit A — Scope of Services; 2. Exhibit B — Price Schedule; 3. Exhibit C — Verification of Signature Authority Form and; 4. Exhibit D — Insurance Requirements. Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor shall perform _services related to education, conservation kits, web services management and implementation of water conservation curriculum throud their educational online aortal on behalf of the Water Department. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on the Effective Date, as established herein, and shall expire one year from the effective date or the expenditure of the contract amount, whichever comes first, unless terminated earlier in accordance with this Agreement. City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-vear renewal options. 3. COMPENSATION. City shall pay Vendor an amount up to twentv thousand Dollars ($ 20.000.00 ) as per Exhibit `B," — Price Schedule. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD 4. TERMINATION. CITY SECRETARY FT. WORTH, TX 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 Vendor Services Agreement (Rev.9.07.21) Page 1 of 16 CSC No. 62397 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 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and Vendor Services Agreement (Rev.9.07.21) Page 2 of 16 CSC No. 62397 subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND 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 HEREBYCOVENANTSAND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND A GAINS T ANY AND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOSTPROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TOANYAND 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 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 Vendor Services Agreement (Rev.9.07.21) Page 3 of 16 CSC No. 62397 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 Assisnment. Vendor shall not assign or subcontract any of its primary duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract for primary duties, such subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. SIB IL1f.YI17\0" Insurance requirements are found on Exhibit D. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or Vendor Services Agreement (Rev.9.07.21) Page 4 of 16 CSC No. 62397 representatives, (2) delivered by electronic means with confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: William Johnson, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. WCfT�LDIIIN Tinker, LLC. Joseph Thrasher, President 160 Alamo Plaza #177 Alamo. California 94507 Facsimile: Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. Vendor Services Agreement (Rev.9.07.21) Page 5 of 16 CSC No. 62397 City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement including its. 22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including its Exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all 1-9 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 Vendor Services Agreement (Rev.9.07.21) Page 6 of 16 CSC No. 62397 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. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL. Vendor unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Vendor has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have Vendor Services Agreement (Rev.9.07.21) Page 7 of 16 CSC No. 62397 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 if Chapter 2271, Texas Government Code applies, Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will 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 2276 of the Texas Government Code. To the extent that Chapter 2276 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. 32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will 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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date subscribed by the City's Assistant City Manager ("Effective Date"). (signature page and exhibits follow) Vendor Services Agreement (Rev.9.07.21) Page 8 of 16 CSC No. 62397 ACCEPTED AND AGREED: CITY OF FORT WORTH: William Johnson (D c5,202410:47 CST) By: Name: William Johnson Title: Assistant City Manager Date: 12/05/2024 APPROVAL RECOMMENDED: By: Christopher Harder (Nov 27, 2024 14:06 CST) Name: Christopher Harder, P.E. Title: Water Director 4.p4U�pn�� ATTEST: /� .�%cv�x p�aQ � nEaa54bd By: y Name: Jannette S. Goodall Title: City Secretary APPROVED AS TO FORM AND LEGALITY By Douglas Black (Dec17:10 CST) Name: Douglas W Black Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A DATE: 1295: N/A VENDOR: By: Name: Joseph Thrasher Title: President, Tinker LLC Date: 11 /22/2024 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 Kelsev ik(Nov 22, 202413:51 CST) Name: Kelsev Kosik Title: Conservation Specialist OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement (Rev.9.07.21) Page 9 of 16 CSC No. 62397 EXHIBIT A SCOPE OF SERVICES Materials The program consists of both print and digital materials. Materials are as follows: Each student will receive: Student Materials DIGITAL Letter to Parents Introducing the Program (also Spanish / TBD) DIGITAL Student Portal - Access to the Tinker Web Application PRINT (Upon Request) Printed set of Student Materials Take -Home Water Conservation Basic Kit Digital Shower Timer (Customized with TRWD messaging) Shower Bucket (Customized with TRWD messaging) Pan Scraper Toilet Leak Detector Tablets (2-Pack) Water Flow Meter Bag *Packaged in Bucket Each teacher will receive: Teacher Materials PRINT Teacher Edition Guide DIGITAL Teacher Portal - Access to the Tinker Web Application Key Tasks for the Conservation Education Program Task 1: Launch 1.1 Establish Communication Plan 1.2 Identify Eligible Schools 1.3 Program Customization 1.4 Materials Publication / Kit Production Task 2: Implementation 2.1 Teacher Recruitment 2.2 Materials Assembly & Shipment 2.3 Teacher Confirmation & Support Vendor Services Agreement — Exhibit A (Rev.9.07.21) Page 10 of 16 CSC No. 62397 Task 3: Assessment & Reporting 3.1 Data Collection 3.2 Teacher Program Evaluation 3.3 Reporting 1.1 Establish Communication Plan CONTRACTOR will work with the CLIENT and TRWD to establish a program communications plan. The plan will establish a schedule of regular meetings, by phone or in person, identify data points to be reported upon, determine regular or ad -hoc reporting requirements as well as any other desired communique. Deliverable: Communication Plan Due Date: August 31, 2024 1.2 Identify Eligible Schools The CLIENT is free to identify any specific areas to target for outreach and program participation. Target program area(s) will be defined by a list of zip codes or schools supplied by the CLIENT. Deliverable: Targeted School List Due Date: August 31, 2024 1.2 Program Update CONTRACTOR will update the program materials to incorporate the CLIENT's branding. Digital samples or mock-ups of the materials will be sent to the CLIENT for review and approval prior to production. Upon receipt of final approval, materials will be produced in preparation for shipment to enrolled classrooms. Deliverable: Digital proofs of customized materials Due Date: August 15, 2024 1.3 Materials Publication / Kit Production Upon receipt of final approval, materials will be produced in preparation for shipment to enrolled classrooms. Completed print materials and all three versions of the Take -Home Water Conservation Kits will be held for direct distribution to classes based on their preferred implementation timing. Deliverable: Sample ofprinted material Due Date: August 31, 2024 2.1 Teacher Recruitment CONTRACTOR will make direct contact with individual eligible teachers, using a variety of communication tools to introduce the program and collect enrollment commitments. During the Vendor Services Agreement — Exhibit D (Rev.9.07.21) Page 11 of 16 CSC No. 62397 recruitment process, teachers will be required to commit to the minimum implementation requirements as follows: • Distribute the Parent Letter • Teach one lesson • Assign one homework exercise • Assign as homework that students to use the online portal to install items for the Take - Home Conservation Kit • Confirm student completion of the Post -program Evaluation • Complete the Teacher Post -program Evaluation Deliverable: Executed enrollment commitment Due Date: September 1, 2024 to May 31, 2025 2.2 Materials Assembly & Shipment Water Conservation Kits and materials are shipped in bulk to the enrolled classrooms. The quantity of materials sent is based upon the Teacher's verbal or written confirmation of the number of students enrolled in their class. Specific materials are defined in Table 1 above. Deliverable: Shipment and tracking information Due Date: September 1, 2024 to April 30, 2025 2.3 Participant Support CONTRACTOR will provide support for participating schools, teachers, students, and parents from contract execution until contract termination. Proactive communication via email and phone with participating schools and teachers will be conducted in the following intervals: • Program Launch • Two weeks after launch • Monthly until the teacher concludes the program Proactive communication with teachers will be provided ad -hoc based upon the pre -defined situations. These will be defined in the Communication Plan. Due Date: September 1, 2024 to June 30, 2025 3.1 Data Collection CONTRACTOR will collect data from teachers, students and parents through assessments and survey's during the implementation of the program. Collected data will be securely stored and available in real-time to the CLIENT. Due Date: September 1, 2024 to June 30, 2025 3.2 Reporting Vendor Services Agreement — Exhibit D (Rev.9.07.21) Page 12 of 16 CSC No. 62397 CONTRACTOR will prepare a Final Program Report presenting information on program participation, implementation steps and data collected. The Final Program Report will be prepared at the end of the school year and provided to the CLIENT. Deliverable: Final Program Report Due Date: June 30, 2025 Vendor Services Agreement — Exhibit D (Rev.9.07.21) Page 13 of 16 CSC No. 62397 EXHIBIT B PRICE SCHEDULE TOTAL BUDGET NOT TO EXCEED: $20,000 Below you will find the budget details: • Anticipated total program participants: 1,456 • CONTRACTOR will not exceed the budget without written authorization from the CLIENT and TRWD. • Actual program costs are based on the total number of teachers and students that enroll and are provided materials. • The per -participant amount is the all-inclusive cost. No other fees or costs will be incurred. • CONTRACTOR will only invoice for classrooms recruited and materials shipped. Pricing details are below: Partner Program Price: $13.73 per student Program price includes implementation services, custom curriculum, student access, contests, basic water conservation kit and shipping. Vendor Services Agreement — Exhibit B (Rev.9.07.21) Page 14 of 16 CSC No. 62397 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory 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: Joseph Thrasher Position: President Signature 2. Name: N/A Position: N/A Signature 3. Name: N/A Position: N/A Signature Name: 9—�Pw Signature of President / CEO Other Title: N/A Date: Vendor Services Agreement — Exhibit C (xev.9.07.21) Page 15 of 16 EXHIBIT D INSURANCE Vendor Services Agreement — Exhibit D (Rev.9.07.21) Page 16 of 16