HomeMy WebLinkAboutContract 62846Vendor Services Agreement Page 1 of 17
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, acting by and through
its duly authorized Assistant City Manager, and ICLEI – Local Governments for Sustainability, U.S.A.,
Inc. (“Vendor”), a Massachusetts nonprofit corporation acting by and through its duly authorized
representative, each individually referred to as a “party” and collectively referred to as the “parties.”
1.Scope of Services. Vendor shall complete a greenhouse gas inventory and report for 2023
to enable the City to analyze its progress towards achieving its emissions targets (“Services”), which are
set forth in more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes.
2.Term. The initial term of this Agreement is for one year(s), beginning on the date that this
Agreement is executed by the City’s Assistant City Manager (“Effective Date”), unless terminated earlier
in accordance with this Agreement (“Initial Term”). City and Vendor, upon mutual, written agreement,
may renew this Agreement under the same terms and conditions, for up to four additional one-year renewal
periods (each a “Renewal Term”).
3.Compensation.
3.1 Total compensation under this Agreement will not exceed FIFTEEN-
THOUSAND DOLLARS AND ZERO CENTS ($15,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit “B,”
which is attached hereto and incorporated herein for all purposes.
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
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
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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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City (“City Information”) as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. 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 fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6.Right 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.
7.Independent Contractor. It is expressly understood and agreed that Vendor will operate
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as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
8.Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, 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 IN CONNECTION WITH THIS
AGREEMENT, 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 – 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 or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the 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 have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City’s interest, and City agrees to cooperate with Vendor in doing so. 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 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,
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Vendor will 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 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's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally 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 termination 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 will be 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.
10.Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
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 will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. “Any
vehicle” will be any vehicle owned, hired and non-owned.
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(c) Worker’s Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other
state workers’ compensation laws where the Services are being performed
Employers’ liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):Applicable N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers’ compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days’ notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days’ notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11.Compliance 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. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12.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.
13.Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR:
ICLEI Local Government for Sustainability USA
Attn: Saharnaz Mirzazad, Executive Director
1536 Wynkoop St #901
Denver, CO 80202
Facsimile: 1-510-844-0698
14.Solicitation of Employees.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.
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 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.
17.Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
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Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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 will not in any way be
affected or impaired.
19.Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected 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 with Section 13 of this Agreement.
20.Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
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 will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22.Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will 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. 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.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 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 Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). 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
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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
(whichever occurs 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.Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28.Change in Company 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 so may adversely impact future 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 the contract. The terms “boycott Israel”
and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30.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 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
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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. 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 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 the contract 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 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.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.
33.Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the date set forth in section 2.
City:
By: ___________________________
Name: Valerie Washington
Title: Assistant City Manager
Date: ___________________________
Vendor:
By: ___________________________
Name: Saharnaz Mirzazad.
Title: Executive Director
Date: ___________________________
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ______________________________
Name: Wyndie Turpen
Title: Environmental Services Assistant Director
Approved as to Form and Legality:
By: ______________________________
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: ______________________________
Name: Nixalis Benitez
Title: Environmental Services Manager
City Secretary:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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EXHIBIT A
SCOPE OF SERVICES
1. Vendor’s Duties
a. Vendor shall develop and complete a community-wide greenhouse gas (GHG)
inventory (“Inventory”) and subsequent reporting using date for the year 2023. The
GHG Inventory will be created using the U.S. Community Protocol for the best
compatibility of results and/or findings across U.S. cities. Vendor shall incorporate
additional GHG data if it becomes available. VENDOR SHALL PERFORM
ALL WORK IN ACCORDANCE WITH APPLICABLE FEDERAL,
STATE, AND LOCAL RULES AND REGULATIONS. VENDOR IS
REQUIRED TO COMPLY WITH ANY CHANGES TO APPLICABLE
RULES AND REGULATIONS. Vendor shall perform the following tasks to
develop the Inventory:
b. Data Collection
i. Vendor shall draft and send community wide data requests: for electricity,
natural gas, water, wastewater, solid waste (residential and commercial
customers); and
ii. Upon receipt of data, Vendor shall extract and organize data needed to
enter data into the ClearPath emissions management software
(“ClearPath”).
iii. Vendor agrees to complete the Data Collection phase within twelve (12)
to twenty-four (24) weeks; however, Vendor may shorten or lengthen this
as necessary, upon written consent by the City.
c. Inventory Development
i. Vendor shall enter data, including factor sets and activity data, into
ClearPath;
ii. Vendor shall document data assumptions in ClearPath;
iii. Vendor shall perform internal quality control of the data and review
results;
iv. Vendor shall discuss and resolve data issues with the City.
v. Vendor agrees to complete the Inventory Development phase within two
(2) to four (4) weeks; however, Vendor may shorten or lengthen this as
necessary, upon written consent by the City.
d. Inventory Report Completion
i. Vendor shall draft, edit, and perform an internal review of the Inventory
before meeting with the City;
ii. Vendor shall hold discussions via telephone or video conference with the
City regarding Inventory development and edits;
iii. Vendor shall prepare a PowerPoint presentation to provide to the City.
City shall be responsible for communicating these results to community-
wide stakeholders.
iv. Vendor agrees to complete the Inventory Report within four (4) to six (6)
weeks; however, Vendor may shorten or lengthen this as necessary, upon
written consent by the City.
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2. City’s Duties: The City shall perform the following tasks under this Agreement:
a. Data Collection Phase: The City shall provide information (e.g., operating entities)
into local GHG-inducing activities and sources. The City shall identify and locate
points of contact for data providers, which include, but are not limited to, the
following types of entities: 1) Oncor, and/or other electric utilities which provide
electric utility service within Fort Worth; 2) Atmos, and/or other gas utilities which
provide natural gas utility service within Fort Worth; 3) the City’s Water
Department; 4) Trinity Metro, Trinity Railway Express, and/or other transit
agencies which provide public transit services within Fort Worth; and 5) solid
waste haulers which provide collect solid waste, of whatever kind, within Fort
Worth. The City shall be responsible for sending data requests to these points of
contact. The City shall maintain communication with data providers on a weekly
basis to ensure data is provided in a reasonable time. These data collection
responsibilities are applicable to the inventory and forecasting process.
b. The City shall meet with Vendor’s staff via videoconference at the beginning of
the project for a one-hour data-exploration session. During this session the City
shall confirm research done by Vendor and provide details on GHG-inducing
activities and sources.
c. Within five business days of the Data Exploration session, City shall provide to
Vendor the following contact information for the above described data providers:
1) The entity name; 2) the email address of the point of contact at the entity; and
3) the phone number of the point of contact with the entity.
d. Report Writing Phase: The City shall supply branding colors, images (per report
placeholder orientations), and image captions, as well as any additional
information requested above. Use of the City’s logo in any report,
communications, or media produced as a result of this agreement shall require the
prior written approval of the appropriate City staff.
Vendor Services Agreement Page 13 of 17
EXHIBIT B
PAYMENT SCHEDULE
Line No. Description Cost
1 Community-wide greenhouse gas inventory (LEARN
tool)
$6,500.00
2 Narrative Report and Slides Flat Fee $1,500.00
3 Comparison to 2019 Inventory $2,000.00
4 Annual Membership Fee, Population 750,001 to
1,000,000
$5,000.00
Vendor Services Agreement Page 14 of 17
EXHIBIT C
LICENSE AGREEMENT TO USE CITY’S OFFICIAL LOGO
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this ____day of
February, 2025, by and between ICLEI – Local Governments for Sustainability, U.S.A., Inc. located at
1536 Wynkoop Street, #901 Denver, CO 80202, (hereinafter referred to as “User”) and the City of Fort
Worth, Texas (hereinafter referred to as the “City”), a home-rule municipal corporation situated in Tarrant,
Denton, and Wise counties, with principal place of business at 100 Fort Worth Trail, Fort Worth, Texas
76102.
1. Use of Official City Logo. The City, for the good and valuable consideration of a user fee of two
hundred dollars ($200), hereby grants a limited, non-transferable and non-exclusive license to
User for the use of the City’s official logo and other City branding as/for drafting the community-
wide greenhouse gas inventory, as shown in Exhibit “A,” pursuant to the terms and conditions
contained herein.
User must first obtain express written consent from the City for any additional uses of the City’s
logo.
2. Specifications. User acknowledges that by virtue of this Agreement, that User acquires only the
right to use the City logo and does not acquire any rights of ownership in the licensed artwork,
which rights shall remain exclusively with the City. Furthermore, User agrees to use the City logo
according to the following specifications:
Color: Consistently accurate color is achieved in print by using the Pantone®
Matching System or PMS. The words “Fort Worth” must be printed in PMS 288 blue
ink in Cheltenham font. The steer head must be printed in PMS 725 brown ink. Printers
must use these colors. Vendors unable to use the PMS system must match the PMS
colors as closely as possible and receive approval prior to printing. The City logo shall
not be presented in orange or against an orange background.
A one-color printing of the logo is permitted on single-color publications. If material
is printed in two or three colors that are not the specified logo colors, the logo must
appear in a single color, preferably black.
Size: User shall not redraw, typeset or otherwise electronically alter the logo in any
way. Enlarging or reducing the logo size must be done proportionately.
Statement of Use: User shall include the following statement on all products or
product information if not feasible on the product and at all times on products that are
made with or on paper: "City of Fort Worth logo used with permission."
Logo: All uses of the logo shall be proximate to the words Fort Worth, and shall
include the ® symbol to indicate that the official logo is protected by federal trademark
laws.
If User wishes to modify or change the artwork in any manner, User must obtain the City’s
consent in writing prior to modifying or changing any artwork and/or promotional materials.
Vendor Services Agreement Page 15 of 17
3. Term. The term of this Agreement shall be for one (1) year from the time of full and complete
execution. Upon request by the User, the City Manager may renew the Agreement for an
additional one (1) year term.
4. Termination. Either party may terminate this Agreement without cause by providing thirty (30)
days written notice to the other. Termination for cause shall be effective immediately (unless
otherwise stated) upon receipt of such notice. Upon termination, User shall have no claim to
reimbursement of any cost or materials User may have related to User’s license to use the City
logo.
5. Copyright and Image Protection. User, its respective designees or assignees, shall not use any
designated marks, logo or copyrights of the City or sell, transfer, or give any original prints or
reproductions for circulation and/or publication for use by a third party. Nor shall User use such
logo in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image
of the City. User, its respective designees or assignees, shall not use any designated marks or
copyrights, in any manner that would cause confusion in the public mind as to the permitted use
for which User has been granted such rights. None of the designated marks or copyrights of the
City shall be incorporated into a common graphic or be associated with third party trade names or
marks, except as agreed upon by the City. User, its respective designees or assignees, may not use
any of the designated marks or copyrights of the City or authorize such use on any World Wide
Web site or on any other on-line site, except as specifically approved by the City.
6. Federal Copyright Act. User agrees to assume full responsibility for complying with all State and
Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of
any and all responsibilities for paying royalties which are due for the use of other third party
copyrighted works by User. City expressly assumes no obligations, implied or otherwise, regarding
payment or collection of any such fees or financial obligations. City specifically does not authorize,
permit, or condone the reproduction or use of copyrighted materials by User without the appropriate
licenses or permission being secured by User in advance. User shall immediately cease and desist
its use of the City logo upon notice of any violation of State or Federal Copyright Laws and any
other regulation. IT IS FURTHER AGREED THAT USER SHALL RELEASE, DEFEND,
INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM
NONPAYMENT TO LICENSING AGENCIES OR DAMAGES ARISING OUT OF USER’S
INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR
REGULATIONS for use of other third party copyrighted material. City expressly assumes no
obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive
obligation of User.
7. General Release and Indemnification. USER SHALL RELEASE, DEFEND, INDEMNIFY
AND HOLD CITY HARMLESS FOR ANY AND ALL CLAIMS ARISING OUT OF
USER’S USE OF THE CITY LOGO.
8. Content of Material Published. The City assumes no responsibility or liability with respect to
the content of any material published by User. User shall be responsible for all such content,
and shall indemnify and hold the City harmless with respect to such content and use.
9. Notices. Unless otherwise provided, all notices or communications required or permitted to be
given shall be in writing and shall be delivered personally, by facsimile, or deposited in a
regularly maintained receptacle for United States mail and sent certified or registered mail,
Vendor Services Agreement Page 16 of 17
postage prepaid. Any notice so given shall be deemed to have been received when deposited in
the United States mail so addressed with postage prepaid and addressed to:
USER:
ICLEI – Local Governments for Sustainability, U.S.A., Inc.
1536 Wynkoop Street, #901
Denver, CO 80202
CITY OF FORT WORTH:
Office of the City Manager
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
With copy to:
City Attorney
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
10. Paragraph Headings. The paragraph headings contained herein are for the convenience in reference
and are not intended to define or limit the scope of any provision of this Agreement.
11. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. No promise, representation, warranty or covenant not included in this
Agreement has been or is being relied on by any party.
12. Modification. This Agreement may not be modified or amended except in writing, signed by City
and User.
13. Governing Law. This Agreement has been executed and delivered in the State of Texas. This
Agreement will be governed by, construed and enforced in accordance with the laws of the State
of Texas. The parties agree that the proper venue and jurisdiction for any cause of action relating
to the agreement will be in the state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas, Fort Worth Division.
14. Independent Contractor. User shall perform all work and services hereunder as an independent
contractor, and not as an officer, agent, servant or employee of the City. User shall have exclusive
control of, and the exclusive right to control the details of the work performed hereunder, and all
persons performing same, and shall be solely responsible for the acts and omissions of its officers,
agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership
or joint venture between the City and User, its officers, agents, employees and subcontractors, and
doctrine of respondent superior has no application as between the City and User.
15. Waiver. The failure of a party to seek redress for the violation of or to insist on strict performance
of any provision of this Agreement shall not prevent or dilute such party’s right to insist later on
such performance of the same or a similar provision or to have redress for the same or a similar
violation, regardless of such party’s prior knowledge or lack of knowledge.
Vendor Services Agreement Page 17 of 17
16. Severability. The provisions of this Agreement are severable, and if any word, phrase, clause,
sentence, paragraph, section or other part of this Agreement or the application thereof to any person
or circumstance shall ever be held by any court of competent jurisdiction to be invalid or
unconstitutional for any reason, the remainder of this Agreement and the application of such word,
phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or
circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid
or unconstitutional portion had never been contained therein.
17. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their
respective executors, administrators, legal representatives, heirs, successors and assigns, and shall
inure to the benefit of the parties hereto and their respective executors, administrators, legal
representatives, heirs, successors and assigns.
18. No Third-Party Beneficiaries. This Agreement shall inure only to the benefit of the parties hereto
and third persons not privy hereto shall not, in any form or manner, be considered a third party
beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of
its own contracts or commitments.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date
first above written.
EXECUTED, on this the ______________ day of February, 2025.
CITY OF FORT WORTH
Valerie Washington
Assistant City Manager
ATTEST:
Jannette S. Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY
ICLEI – Local Governments for
Sustainability, U.S.A., Inc.
____________________________
Name
Title
ATTEST:
____________________________
Corporate Secretary/Witness
____________________________
M. Kevin Anders, II
Assistant City Attorney