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HomeMy WebLinkAboutContract 62778CSC No. 62778 FORT WORTH® 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 Texas A&M Engineering Extension Service ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1.Scope of Services. Vendor will provide City with Texas Commission on Environmental Quality approved training books and manuals on an as-needed basis ("Services"), as set forth in more detail in Exhibit "A"-ITSI Publications Quote, attached hereto and incorporated herein for all purposes. 2.Term. This Agreement begins on February 11 , 2025 ("Effective Date") and expires on February 10, 2026 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon expiration of the Initial Term, the Agreement shall renew annually by written mutual agreement under the same terms and conditions for up to four (4) one-year renewal periods. 2.1 Additional products/services of the same general category that could have been encompassed in the award of this agreement, and that are not on the Agreement, may be added on the discount offered and price sheet provided with written quote. 3.Compensation. 3.1 Total annual compensation under this Agreement will not exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "A." Training books and manuals will be purchased on an as-needed basis. Vendor will issue invoices after an order is initiated. City will pay invoices within 30 days of delivery. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 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 Vendor Services Agreement Page 1 of 9 of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 43 Duties and Obligations of the Parties, In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of tennination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City-provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and ConCdential 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. ln the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all inforrnation provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all records held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will f'ully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RiQht to Audit. Vendor agrees that City will, 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Services Agreement Page 2 of 9 �� � !cr s� 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible f'or the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co-employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liabilitv and Indemnification. 8.1 LIABILITY — TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND 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, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION — TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND C'ITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, 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 (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR INCONNECTION WITH THISAGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITYFOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S I/SE OF THE SOFTWARE OR DOCUMENTATIDN IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF 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 WILL HA VE THE RIGHT TO COND UCT THE Vendor Services Agreement Page 3 of 9 �� � !cr s� DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY WILL HAVE THE RIGHT TO FULLYPARTICIPATE INANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES 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 WILL HAVE THESOLERIGHT 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 WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OFANY SUCH CLAIM OR ACTION, WITH COPIES OFALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE 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 WILL, AT ITS OWN EXPENSE AND AS CITY'SSOLE 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'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATIDN; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND 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 TERMINATIDN CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. Vendor Services Agreement Page 4 of 9 �� � !cr s� 10. Comaliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. [f City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 11. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 To VENDOR: Texas A&M Engineering Extension Service Tracy Foster, Deputy Agency Director/Chief Financial Officer (CFO) 200 Technology Way College Station, Texas 77845 With copy to the Fort Worth City Attorney's Office at the same address 13. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 14. 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. 15. No Waiver. The failure of City or Vendor to insist upon the perfonnance of any tenn or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. Governing Law. This Agreement will be construed in accordance with the laws of the State of Texas. Vendor Services Agreement Page 5 of 9 �� � !cr s� 1?. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 18. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure EvenY'). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 19. Headin�s Not Controllin�. Headings and titles used in this Agreement are for ref'erence purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 20. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached exhibits. 21. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 22. Entiretv of AQreement. This Agreement, including the attached 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. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warrantv 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 will 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 and Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Vendor Services Agreement Page 6 of 9 �� � !cr s� Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whicheveroccurs first). Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Si�nature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Chan�e in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 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 this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcottine Energv Comuanies. 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 Vendor Services Agreement Poge 7 of 9 �� � !cr s� 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 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. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 ofthe 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor 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 this Agreement against a firearm entity or firearm trade association. 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 veritication 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 �rearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 8 of 9 �� � !cr s� I1V WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: W B�/; William Johnson (F� 11, 202514:48 CST) Name: William Johnson Title: Assistant City Manager Date: VENDOR: Texas A&M Engineering Extension Services By� Name: Tracy Foste Title: Deputy Agency Director/Chief Financial Officer (CFO) Date: z- r o� Zo 2S FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approva! Recommended: Cti�is l�qrde� BV; ChrisHarder(Feb11,20251327CST) Name: �Christopher Harder, P.E. � Title: Water Department Director Attest: By: Name: Title: �nn ��"O�F F�RT n➢0 Oa�° �'�900 P~° °�0 � ..�r�-� �°d � �� d �nmT��� oa�n nE4A564�, U Jannette Goodall City Secretary Contract Authorization: M&C: N/A Date M&C Approved: N/A Form 1295: N/A Vendor Services Agreement 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. gy: /� G(/i�,a.Bri Name: Pa-- ty� J�an ilson Title: Contract Services Administrator Approved as to Form and Legality: By: 4�°� u��e�. Name: Jessika Williams Title: Assistant City Attorney Page 9 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX TEXAS A&M ENGINEERING � �X — — E)CI'ENSION SERVICE Customer Name & Add ress: TEEX Contract #27-102646 Texas A&M Engineering Extension Service - TEEX Addendum to Customer's Contract City of Fort worth Attn: Assistant City Manager 100 Fort Worth Trail Fort worth. TX 76102 ("Customer") Date: 2/10/2025 Texas A&M Engineering Extension Service ("TEEX") and the Customer are this day entering into a contract and, for their mutual convenience, the parties are using the standard contract and�ar purchase order form provided by the Customer (referred to hereafter as the "Customer's Contract Form"}. This Addendum ("Addendum"), duly executed by the parties, is incorporated into the Customer's Contract Form Vendor Services Agreement for TEEX to provide training books and manuals on an as-needed basis dated 2/11/2025 and made an integral part thereof. This Addendum and the Customer's Contract form shall be referred to hereafter collectively as the "Agreement." The Customer's Contract Form is, with the exceptions noted herein, generally acceptable to TEEX. Nonetheless, because certain standard clauses that may appear in the Customer's Contract Form cannot be accepted by TEEX because of its status as an agency of the State of Texas and in consideration for the convenience of using provisions in the Customer's Contract Form instead of negotiating a separate contract document, the parties agree that none of the provisions listed below, if they appear in the Customer's Contract Farm, shall have any effect or be enforceable against TEEX: 1. Requiring TEEX to maintain any type of insurance either for TEEX's benefit or for the Customer's benefit. 2. Renewing or extending the Agreement beyond the contract term or automatically continuing the contract period from term to term. 3. Requiring or stating the terms of the Customer's Cantract Farm shall prevail over the terms of the purchase order or this Addendum in the event of conflict. 4. Requiring the application of the law of any state ather than Texas in interpreting or enforcing the Agreement, or resolving any dispute under the Agreement. The Agreement and the obligations of the parties shall be construed and enforced in accordance with the laws of the State of Texas {and not its conflicts of law statutes or principles). 5. Releasing or waiving the Customer or any ather entity or person from its legal liability, or limiting liability, for unlawful or negligent conduct or failure to compiy with any duty recognized or imposed by applicable law. 6. Requiring any total or partial compensation or payment for lost profit or liquidated damages by TEEX if the Agreement is terminated before the end of the contract term. 7. Changing the time period within which claims can be made or actions can be brought under the laws of the State of Texas. 8. Binding TEEX to any arbitration provision or ta the decision of any arbitration board, commission, panel or other entity. 9. Obligating TEEX to pay costs of collection or attorneys' fees. 10. Requiring TEEX to provide warranties. 11. Obligating TEEX to indemnify, defend or hold harmless any party. 12. Granting the Customer a security interest in any property of TEEX or subjecting any property of TEEX to a statutory, contractual, or constitutional lien. 13. Requiring payments or assessing interest other than in accordance with the Texas Prompt Payment Act, Chapter 2251, Texas Government Code. 14. Requiring that the Agreement be "accepted" ar endorsed by the home office or by any other officer of Customer subsequent to execution by an official of TEEX befare the Agreement is considered in effect. 15. Prohibiting TEEX from recovering its lawful damages incurred as a result of a breach of the Agreement. 16. Permitting unilateral modification of the Agreement by Customer. 17. Limiting the liability of Customer or any other entity or person for property damage or personal injury. 18. Delaying the acceptance of the Agreement or its effective date beyond the date of execution by TEEX. TEEX CS-8 OGC APPROVED May 2021 Page 1 of 3 �,v��w�e � �TEEX�, qCr cF� TEEX Contract #27-102646 Miscellaneous Provisions: Indemni�cation: Reserved. Alternative Dispute Resolution: The dispute resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the Customer and TEEX to attempt to resolve any claim for breach of contract made by the Customer that cannot be resolved in the ordinary course of business. The Customer shall submit written natice of a claim of breach of contract under this Chapter to the Deputy Director of TEEX, who shall examine the Customer's claim and any counterclaim and negotiate with the Customer in an effort to resolve the claim. Mandatory Venue: Reserved. Loss of Funding: Performance by TEEX under the Agreement may be dependent upon the appropriation and allotment of funds from federally-funded programs and/or by the Texas State Legislature (the "Legislature"). In the event a curtailment of federally-funded programs occurs, or in the event state appropriations are unavailable, then TEEX will issue written notice to the Customer and TEEX may terminate the Agreement without further duty or obligation hereunder. The Customer acknowledges that appropriation of funds is beyond #he control of TEEX. Non-Waiver: The Customer expressly acknowledges TEEX is an agency of the State of Texas and nothing in the Agreement will be construed as a waiver or relinquishment by TEEX af its right to claim such exemptions, privileges, and immunities as may be provided by law. Confidentialiiy: Customer acknowledges that TEEX is obligated to strictly comply with the Public Information Act, Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this Agreement. Independent Contractor: Notwithstanding any provision af this Agreement to the contrary, the parties hereto are independent contractors. No employer-employee, partnership, agency, or joint venture relationship is created by this Agreement or by the Customer's service to TEEX. Except as specifically required under the terms of this Agreement, the customer (and its representatives,agents, employees, and subcontractors) will not represent themselves to be an agent or representative of TEEX or the Texas A&M system. As an independent contractor, the customer is solely responsible for all taxes, withholdings, and other statutory or contractual abligations of any sort, including but not limited to workers' compensation insurance. The Customer and its emplayees shall observe and abide by all applicable TEEX policies, regulations, rules, and procedures, inclulding those applicable TEEX policies, regulations, rules, and procedures, including those applicable to conduct on its premises. Representations and Warranties: If Customer is a carporation or a limited liability company, Customer warrants, represents, covenants and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Customer has been duly authorized to act for and bind Customer. Use of Purchase Orders: To the degree that either or both of the parties hereto find it convenient to employ their standard forms of purchase order or acknowledgment of order in administering the terms of this Agreement, it or they may do so but none of the terms and conditions printed or otherwise appearing on such form shall be applicable except to the extent that it specifies information required to be furnished by either party hereunder. The terms proposed by any such form are specifically objected to and shall not be used as a basis far any contract. Force Majeure: If either Party fails to fulfill its obligations hereunder {other than an obligation for the payment of money), when such failure is due to an act of God, or other circumstance beyond its reasonable control, including but not limited to fire, flood, pandemic, epidemic, quarantine, national or regional emergencies, governmental order or action, civil commotion, riot, war (declared and undeclared}, revoiutian, acts of foreign or domestic terrorism, or embargos, whether or not foreseeable or preventable through the exercise of reasonable diligence, occurs, is implemented or becomes TEEX CS-8 OGC APPROVED May 2021 ����w�o-� Page 2 0# 3 o TEEX w � qcr s� TEEX Contract #27-102646 effective during the term of this agreement and makes it unsafe {or gives rise to a health risk), impracticable, onerous, uneconomic, or burdensome for either Party to proceed with or continue the performance of the Services or any part thereof, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the Parties to resume performance under this Agreement, provided however, that in no event shall such time extend for period of more than thirty (30) days. Entire Agreement: This Addendum and the Customer's Con#ract form constitute the entire Agreement between the parties and may not be waived or modified except by a written agreement signed by the parties. Savings Clause: If a court of competent jurisdiction finds any provision of this Addendum and the Customer's Contract Form illegal, ineffective or beyond contractual authority of either party, then the offending provision will be stricken and the remainder of the agreement between the parties wi{I remain in effect. Prohibition on Contracts with Companies Boycottirtg (sroet: To the extent that Texas Government Code, Chapter 2270 applies to this Agreement, the Customer certifies it does not and will not, during the performance of this contract, boycott Israel. Customer acknowledges this Agreement may be terminated if this certification is inaccurate. Certification Regarding Business with Certain Countries and Organizations:. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Customer certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Customer acknowledges this Agreement may be terminated if this certification is inaccurate. Prohibition On Contracts Related To Persons Involved In Human Tra�cking: Under Section 2155.0061, Texas Government Code, the vendor certifies that the individual or business entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. Conflict of Interest: By executing this Agreement, Customer and each person signing on behalf of Customer certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, that to the best of their knowledge and belief, no member of The A&M System or The A&M System Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by The A&M System, has direct or indirect financial interest in the award of this Agreement, or in the services to which this Agreement relates, or in any of the profits, real or potential, thereof. To the extent the language in this Addendum is in conflict with any language in the Customer's Contract Form, the language in this Addendum will control. IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed, intending thereby to be legally bound. City of Fort wor� : �� `rJ � By: Name: Title: Patty Jean Wilson Contract Services Administrator Date: 2/11/2025 Texas A&M Enginee ' Extension Service: By:� Name: Tracy Foster Title Date: Deputy Agency Director/CFO 211��2�Z� ��Ew� TEEX CS-8 OGC APPROVED May 202 o T��X 4 Page 3 of 3 � c; 9CT S�