HomeMy WebLinkAboutContract 62659City Secretary Contract No:
FORT WORTHS 62659
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 MGT
Impact Solutions, LLC, ("Vendor"), a Florida limited liability company, 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 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 will develop and provide to City cost allocation plans as
described in Exhibit "A" - Scope of Services, which more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2026 ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to three (3) additional periods of one
each (each a "Renewal Term").
3. Compensation. As full and complete compensation for performance of the work described
in Exhibit A, City shall pay Vendor an annual amount not to exceed $28,000.00 in the Initial Term and first
Renewal Term. During the second and third Renewal Terms, City shall pay Vendor an annual amount not
to exceed $29,200.00 as full and complete compensation for performance of the work described in Exhibit
A. Payments shall be made in accordance with the provisions of this Agreement and Exhibit `B," Payment
Schedule," which is attached hereto and incorporated herein for all purposes.
Fees are predicated on the City maintaining its existing accounting system and chart of accounts.
If the City changes its accounting system or chart of accounts so that cost data cannot be matched to prior
calculations, the parties will negotiate in good faith to determine the impact on fees and amend this
Agreement.
Vendor shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing in advance the additional costs for such services. City shall not
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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.
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 (as defined below) 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 and reasonably anticipated 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 or on behalf of the City are subject to disclosure
under the Texas Public Information Act. In the event there is a request for information the Vendor
has marked as Confidential or Proprietary, City shall promptly notify Vendor. It will be the
responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General
or court reviewing the matter. 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
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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
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. Indeuendent 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, contractors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers,
agents, employees, servants, contractors, 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 subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors 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 subcontractors.
Liabilitv 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, FROMAND A GAINS T ANY AND ALL CLAIMS
OR LAWSUITS OFANYKIND 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,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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
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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 contractual 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.
Assignment and Subcontracting.
9.1 Assignment. Except as provided below, 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. Notwithstanding the
foregoing, MGT, or its permitted successors, assignees, or transferees, may assign or transfer this
Agreement or delegate any rights or obligations hereunder without City's prior written consent: (i)
to any entity controlled by, or under common control with, MGT, or the then -current permitted
successor, assignee, or transferee that is seeking to make such assignment or transfer; or (ii) in
connection with a merger, reorganization, transfer, sale of assets or change of control or ownership
of MGT, or the then -current permitted successor, assignee, or transferee, provided, however, that
any change under (i) or (ii) will not become effective with respect to the City until written notice
of such change has been provided.
9.2 Subcontract. If City grants consent to a subcontract, 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.
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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:
$$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed.
Employers' liability
$$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 as a separate policy specific to
Professional E&O. Either structure is acceptable if coverage meets all other
requirements. Coverage shall be written on a claims -made basis and maintained
for the duration of the 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 Reauirements
(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.
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(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.
(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 Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants, or representatives, (2) delivered by electronic mail with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
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To CITY:
City of Fort Worth
Attn: Deputy City Manager Mark McDaniel
100 Fort Worth Trail
Fort Worth, TX 76102
mark.mcdaniel(&fortworthtexas. gov
To VENDOR:
MGT Impact Solutions, LLC
Director of Contracts
4320 West Kennedy Blvd
Tampa, FL 33609
With copy to Fort Worth City Attorney's Office at contracts(&mgt.us
same address
14. Solicitation of Emvlovees. 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 Maieure. 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 had the
opportunity to review and revise 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 its exhibits.
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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. Counterparts. Electronic Signatures. 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. A signature received electronically via email or
similar means shall be as legally binding for all purposes as an original signature.
24. 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.
25. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
26. 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.
27. Signature Authoritv. 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 who
either (i) has a name, title, and signature affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "C" or (ii) is identified in a resolution, attested to by the Vendor's corporate
secretary, as a person authorized to execute documents on the Vendor's behalf. 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 shall notify City's Purchasing
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Manager, in writing, of any change to the company's name, ownership, or address 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 may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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" shall have the meanings ascribed to those terms in Section 2271.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
30. Prohibition on Bovcotting Energv 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.
31. 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.
32. Entirety of Agreement. This instrument, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
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City Secretary Contract No:
BY:
CITY OF FORT WORTH
Name: Mark McDaniel
Title: Deputy City Manager
Date:
Dec 30, 2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuing all performance and
reporting requirements.
Sky Willia (Jan 6, 2025 09:41 CST)
Name: Sky Williams
Title: Administrative Services Coordinator
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Name: Jannette Goodall °aan, ......
Title: City Secretary
APPROVED AS TO FORM AND
LEGALITY
Name: Denis McElroy
Title: Assistant City Attorney
Contract Authorization: No M&C Req'd
Form 1295 No.
BY:
MGT IMPACT SOLUTIONS, LLC
Name: A. Trey Traviesa
Title: CEO
Date:
Dec 30, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Vendor will develop and provide to City cost allocation plans. In particular, Vendor will perform the
following tasks as detailed herein:
§ Task 1 — Citywide administrative support cost allocation plan
§ Task 2 — Grant -compliant cost allocation plan
§ Task 3 — Water and sewer cost allocation plan
Task 1— Citywide administrative support cost allocation plan
Vendor's Duties:
Vendor will develop and provide to City a Citywide full cost allocation plan based on budget
expenditures which allocates the costs of the City's administrative support services operations to all City
departments and funds. The plan shall be designed and structured so that indirect costs can be recovered
from enterprise funds, special revenue funds and other funds.
Citv Duties:
City will promptly provide information, data, worksheets, and documentation requested by Vendor to
perform the services. Vendor may rely on City -supplied data and assume its accuracy. City will
coordinate with Vendor to identify affected departments and will designate individuals in each such
department to serve as liaisons for the project.
Deliverables:
Draft citywide administrative support cost allocation plan
Final citywide administrative support cost allocation plan
Task 2 — Grant -compliant cost allocation plan
Vendor's Duties:
Vendor will develop and provide to City a cost allocation plan that fully complies with 2 CFR Part 200.
This cost allocation plan will be based on actual expenditures and allocate allowable costs of the City's
administrative support services operations to all City departments and funds for grant purposes. This cost
allocation plan will conform to federal and state requirements and be structured to facilitate the City
charging any state or federally funded programs for eligible general fund support costs.
Citv Duties:
City will promptly provide information, data, worksheets, and documentation requested by Vendor to
perform the services. Vendor may rely on City -supplied data and assume its accuracy. City will
coordinate with Vendor to identify affected departments and will designate individuals in each such
department to serve as liaisons for the project.
Deliverables and Timeline:
Draft grant -compliant cost allocation plan
Final grant -compliant cost allocation plan
Task 3 — Water and sewer cost allocation plan
Vendor's Duties:
Vendor Services Agreement — Exhibit A Page 11 of 14
City Secretary Contract No:
Vendor will develop and provide to City a cost allocation plan that reasonably allocates a portion of the
costs of Water and Sewer administrative support services operations to other user Enterprise funds.
Citv Duties:
City will promptly provide information, data, worksheets, and documentation requested by Vendor to
perform the services. Vendor may rely on City -supplied data and assume its accuracy. City will
coordinate with Vendor to identify affected departments and will designate individuals in each such
department to serve as liaisons for the project.
Deliverables: Written summaries of the interviews conducted.
Draft water and sewer cost allocation plan
Final water and sewer cost allocation plan
Vendor Services Agreement — Exhibit B Page 12 of 14
EXHIBIT B
PRICE SCHEDULE
Vendor will invoice 50% of the fixed fee upon delivery of the draft Full Cost Allocation Plan. Vendor
will invoice 15% of the fixed fee upon delivery of the Water and Sewer Cost Allocation Plan. Vendor will
invoice 15% of the fixed fee upon delivery of the draft two CFW Part 200 Cost Allocation Plan and
Indirect Cost Rates. The final 20% of the contract price will be invoiced upon finalization of the cost
allocation plans.
Fiscal Years
YEAR 1 - FY 2025 Budget, 2023 Actual
OPTION YEAR 1 - FY 2026 Budget, 2024
Actual
OPTION YEAR 2 - FY 2027 Budget, 2025
Actual
OPTION YEAR 3 - FY 2028 Budget, 2026
Actual
Fixed Fee Pricing
$28,000
$28,000
$29,200
$29,200
Vendor Services Agreement — Exhibit B Page 13 of 14
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:
Vendor Services Agreement — Exhibit C Page 14 of 14