HomeMy WebLinkAboutContract 63351CSC No. 63351
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, acting by and
through its duly authorized Assistant City Manager, and MEDIUM GIANT. a Texas based company
("Company") and acting by and through its duly authorized representative. each individually referred to as
a ("Party") and collectively refe1Ted to as the ("Parties").
1.Scope of Services. Publish legal advertisements ("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 Two (2) 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 ("Term").
3.Compensation.
3.1 Total compensation under this Agreement will not exceed THIRTY THOUSAND
and NO CENTS ($30,000.00).
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 m
writing.
4.Termination.
4.1. Wrilten Nottee. 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 or 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 tenninate 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.
Vendor Services Agreement - Medium Giant ( dated: May 2025) Page 1 ofl2
43 Duti�s and ()hli�atic��is af tE�e P<irti�s. in the event that this Agreement is
terminated prior to tlte Expira.tion Date, City will pay Vendor for services actually rzndered up to
the effective date of t.ennination and Vendor will continue to provide City with services rec�uested
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 docum�nts przpared under this Agreement. In the eveut Veudor
has received access to City Infonnation ar data as a requirement to perform services hereunder,
Veudor will retuni all City provided data to City in a machine-readable format or other forniat
deemed acceptable to City.
5. Disclasure nf Can�icts and CanFic�ential Infc�rmatinn.
S.l Disclosure at�CuntYicts. Vendorhereby warrants tu City that Vendorhas made full
disclosure in wiiting of any existing ar patential conflicts of interest related to Vendor's seivices
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately tU make full disclosure to City in writing.
5.2 Ca��fici��ztial F��f��rn�atix��T. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all iuformatiou provided to it by City ("City Infonnation") as coufidential
and will not disclose any such infornlation to a third party without the prior written approval of
City.
5.3 Public [�ifarmatia�7 Aci. City is a gc�ver�unent entity under the laws of the State of
Te�as 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 reasans objecting
to disclosure. A detennination on whetfier such reasons are sufficient will not be decided by City,
but by the Ofitce of the Attotney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unaz�€tio�•iz�d Acc�ss. Vendor must store and maintain City Iufonnation in a secure
mauner aud will uot allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendoc must natify City immediately if the security or integrity uf' any
City infonnation has been compromised ar is believed to have been comproinised, in which event,
Vendor will, in good faith, use all cammercially reasonaUle efforts to cooperate with City in
identifying what infortnation has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information frotn further unautl�orized disclosure.
6. Ri�ht io Audit. Vendor agrees that City will, until tlte expiration of three (3) years after
final payment under this Agreemeut, or the final conciasion �f any audit commenced during the said three
years, have access to aud the right to examine at reasouable tiines auy directly pertinent books, docutnents,
papers and records, includ'utg, Uut not limit�d ta, all electrotiic records, of Vendor involving transactions
relating to this Agreement at no additioual cost t� City. Veudor 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 iu compliance with the provisions of this section. City will give Vendor
reasonable advance notice of iutended audits.
7. Cnde endent ContractQr. It is expressly understood and agreed that Vendor will operate
as an independeut coutractor as to all rights, privileges, and work performed under this Agreement, and uot
as agent, representative or empluyee of Gity. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will ha�-e the exclusive rioht to control the details of its operations
Vendor Services Agreetnent — Medium Giaut (dated: May 2025} Page Z of l2
and activities and shall be solely responsiUle far the acts and otnissions of its officers, agents, servants,
employees, Vendors, and suUcontractors_ Vendor ackiiowledges that the doctrine of respof�cleut superia�
will not apply as between City, its ofticers, agents, servants and einployees, and Vendor, its ofticers, agents,
employees, servants, contractors, and subcontractors. Veildor further agrees that nothing herein will be
construed as the creation of a partnership or joint ent�rprise Uetween City and Vendor. It is further
understoud that City will in uo way be consider�d a Co-employer or a Joint employer of Vendor ur any
ofticers, agents, servants, employees, contractars, or subcontractors. Neither Vendor, nor any officers,
agents, seivants, employees, contractors, or suhcantractors of Vendor will be entitled to any etnployment
benetits 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 ofticers, agents, servants, employees, or contractors.
8. Liat�ilitv and Indemnification.
8. l LIABILITY - I�ENDOR WiLL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL IIVJURY,
INCL UDING, BL/T NOT LIMLTED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETKER REAL OR ASSERTED, TD THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMI.4SIONfS1, MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATfVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCOIVTRACTORS.
8.2 GEIVERAL ,lNDE1btNIFICATIUIV - VENDOR HEREBY COVENANTS AND
AGREES TO INDE!I�NIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, .�ND E1lIPLOYLES, FROM A.ND AGAINST
ANY A.ND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLL/DING
ALLEGED DAl1iAGE OR LOSS TO VENDOR'S BL�SlNESS AND .41NY RESULTING LOST
PROFITS) AND PERSONAL IN.IURY, INCLL'DI?VG, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING DUT OF UR I1V CONIVECTION WITH THIS
AGREEMENT, TO THE EXTENT CACjSED BY THE .NEGLIGENT ACTS OR 4MISSI�NS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGEIVTS, REPRSENTATIVES,
SERVANTS, EMPLUYEES, CONTRACTURS, OR SUBCONTRACTURS.
83 I:VT'ELLECT�,��L PR�FERTY IND�117:'Vt,�'lCATIDIV — Vendur 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 ar documentation in accordance with this Agreement,
it being understood that this agreement to de%nd, settle or pay will not apply if City modifies
or misuses the software and/or documentatian. So long as Vendor bears the cost and expense
of payment for claims or actions against City parsaant 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 campramise any such claim; however, City will have the right
to fully participate in any and all sach settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees ta cooperate with Vend�r in doing so. in the event
City, for whatever reason, assumes the respansibility 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 ta settle or compromise any such claim; however,
Vendor will fully participate and cooperate �vith 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. Nut�vithstanding the furegoing, City's
Veudor Services Agreeinent — Medium Giant (dated: May 2025) Page 3 of l2
assumption of payment of costs or expenses �vill not eliminate Vendor's duty to indemnify
City under this Agreement. if the software andJor documentation or any part thereof is held
to infringe and the use thereof is enjained 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) pracure for City the right to continue to use the software
and/or documentation; ar (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, campatible, and functi�nally equivalent non-infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alteruatives is reasonably available ta �'endor 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. Assi�n�cnt and Sub�antractin�.
9. l Assi�nment. Vendor will not assign or subcontract any of its duties, obli;ations
or rights under this Agreement without the prior written conseut of City. if City grants consent to
an assignment, the assignee will execute a written agrzement 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 af Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Suk�can�ract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Veudor tefereucing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations tuay apply. Vendor must provide City with a fully executed copy of any such
suUcontract.
10. Insurance. Vendor must pravide City with certiticate(s) of insurance docucnenting
policies of the following types and minimum caverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreeme��t:
l0. � CQVci'il�� iliis� Lin�il5
(a) Conunercial General Liability:
$1,000,000 - Each Occurrence
$2,0OO,OdO - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single lintit basis
Coverage will be an any 4�ehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Auy
vehicle" will be any vehicie owned, hired and non-owned.
(c} Worker's Campeilsation:
Veudor Services Agreeineut—Medium Giaut (dated: May 2025) Page 4 of l2
Statutory limits according to the Texas Workers' Compensation Act or any other
state wockers' compeusation 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 - Badily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable � N/A
$1,000,000 - Eaci� Claim Limit
$1,000,00U - Aggregate Limit
Professional Liability caverage may be provided through an endorsement to the
Commercial General Liability {CGL) p�licy, 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
agreemeut and for two (2) years following completion of services provided. An
annual certificate of insurance inust be submitted to City to evidence coverage.
10.2 Generaf Requirements
(a) The commercial beneral liability and automobile liability policies must
name City as an additianal insured tliereon, as its interests may appear. The term
City incLudes its emplc�yees, officers, officials, agents, and volunteers in respect to
the contracted services.
(U) The workers' compeusation policy must include a Waiver of SuUrogation
(Right of Recovety} in favor of City.
(c) A minimum af Thirty (30) days' uotice of cancellation or reduction in
limits of coverage must be pr�vided to City. Ten (l0) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Gity in accordauce with the notice provision of this Agreement.
(d) The insurers far alI policies must be licensed ancUor approved to do
business itt tl�e State af Texas_ All iusurers nmst have a tninimum ratin� of A- Vll
in the current A.M. Best Key Rating Giiide or have reasonably equivalent financial
strength and solveucy ta the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(ej Any faiturz an the part of City to request required insurance
documentation w ill nat constitute a waiver of the insurance requirement.
( fl Certiiicates af Insurance evidencing that Vendor has obtaiued all required
insu�ance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
Vendor Services Agreetnent — Mediutn Giant (dated: May 2025) Page 5 of l2
l l. Ccrm liar�ce with La�4�s �rdinances Rules and Re ulat'rnns. Vendor agrees that in the
performa.nce of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produc�s in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordivances, n�les and regulatious. If City notifies
Vendor of any violation of such laws, ordinances, iules ar regulations, Vendor must immediately desist
from and conect the violation.
12. Nnn-Discriminatian Cn�enant. Veudor, for itself, its personal representatives, assigns,
contractors, subcontractocs, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligatians hereunder, it will not discritninate in the treatment or
employment of auy individual or group of individuals on any Uasis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED ViOLATiON OF THIS NON-DiSCRiMiNATiON COVENANT
BY VENDOR, iTS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUSCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TU 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 beeu deli��ered wheu (i) hand-delivered to the other party, its agents,
etnployees, servants or representatives, (2) delivered by facsimile with electronic confinnation 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 761()2-6314
Facsimile: (817) 392-8654
To VENDOR:
Medium Giant
Attn: David Ferster
Acquisition Legal Account Executive
1954 Commerce Street
Dallas, Texas 75201
With copy to Fort Worth City Attorney's Office at
same address
1�. Snliritation oi'' Emplo��cs. Neither City nor Vendor will, during the term of this
Agreeinent and additionally foc a period of oue yeac after its ternlination, solicit fur etnployment or einploy,
whether as employee or independent contractor, any person wlio is or has been employed by the other
during the term of this Agreeinent, without the prior written consent of thz person's employer.
Notwithstanding the focegoing, this provision will uc�t apply to an eniployee of either party who respouds
to a general solicitation of advertisement of empiayment by either party.
15. Govcrnmental Powers. It is unders#ood and agreed that by execution of this Agreeulent,
City does not waive or sur�•ender any of its gacern�nental powers or iinmunities.
16. Na '�'Vai��r. The failure of City or Vendor to insist upon the perforniance of any term or
provision of this Agreetnent or to exercise any right �ranted hzrein does nut 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.
Vendor Services Agreeinent — Mediutn Giant (dated= May 2025) Page 6 of l2
l7. Ga�err�in �.a�►' 1 Venue. This Agreeinent tivill be construed in accordance with the laws
of the State of Texas. If any actiou, whether real or asserted, at law or in equity, is brought pursuant to tliis
Agreement, venue for such action will lie in state couris located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Sereral�ilitv. If any provisian af this Agreement is held to be invalid, illegal or
unenforceable, the vaLidity, legality and enforceability ot the remaining provisions will not in any way be
affected or impaired.
19. Foree Ma'�eure. City and Vendar will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreeinent, Uut will not Ue held liable for any delay ar oinission
in performance due to force majeure or other causes beyond thzir reasonable control, including, Uut not
limited to, compliance with any government law, �rdinance, or regulation; acts of God; acts of the public
enemy; iires; strikes; lockouts; natural disasters; wars; riots; epidemics or paudeniics; goveinment action
or inactiou; orders of government; materiai or laUor restrictions by auy governmental authority;
transpartation problems; restraints or prohibitions by any court, b�ard, department, conunission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
simiLar cause uot enumerated herein but which is beyond the reasouable control of the Party whose
perfonnauce is affected (collectively, "Force Majeure Eti�ent"). The perfonnauce of any such obligation is
suspended during the period of, and only to the extent ot; such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, aud an explanation as to how it prevents or
hinders the Party's performauce, as soou as reasonaUly possiUle after the occurrence of the Force Majeure
Event, with the reasonableness of such notice ta b� detzrmined 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. Headin�s nut Cnnt_rnllin�. Headings and titles used in this Agreement are for reference
purposes only, will not be deetned a part of this Agreement, and are not intended to detine or limit the scope
of any provision of this Agreeinettt.
21. [Ze►�iew ❑f Caunsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement anci that the nonnal rules of c�nstniction to the effect that any
amUiguities are to be resolved against the drai-ting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Moditications ! Extensions. No ameudmeut, modification, or extension
of this Agreement will be binding upuu a party hereto unlzss set forth in a written instrument, which is
esecuted by an authorized representative of each party.
23. Cnunter arts. This Agreement may Ue executed in ot�e or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such couuteiparts will together constitute
one and the same instnimeut.
24. Wa�•r�nt of 5er��ice�. Vendor warrants that its services will be of a high quality aud
conform to generally prevailing industiy standatds. City must give written notice of any breach of this
warranty within thirty (30) days fronZ 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 confonns with the warranty, or (b) retund the fees paid by City to Vendor for the nonconforming
services.
25. Cmmi ratiqn and Nadonal'tCv Aet. Vendur inust verify the identity and employment
eligibility of its employees who perfonn work under this Agreement, including completing the Employment
Veudor Services Agreement — Medium Giant (dated: May 2025) Page 7 of l2
Eligihiliry Veriitcation Form (i-9). Upou request by City, Vendor will provide City with copies of all i-9
forms and supporting eligibility documentatian for each employee who performs work under this
Agreement. Vendor tnust adhere to all federal and statz laws and establish appropriate procedures and
controls so that no services will be perfonned by any Vendor employee who is not legally eligiUle 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 YENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon writteu uotice to Vendor, wi11 liave the right to immediately terminate this Agreement
for violations of this provision by Veudor.
26. �wnersltip at' Wark Prnduct. Gity will be the sole and exclusive owner of all reports,
work papers, procedures, guides, aud documentation that are created, published, displayed, or produced in
conjunction with the services pcovided under this Agceement {collectively, "Work Product"). Furthec, City
will be the sole aud exclusive owner of all copyright, patent, trademark, trade secret and other propriet�tty
rights in aud to the Work Product. Ownership of the Work Product will inure to the benefit of Ciry fi•om
the date of conception, creation or tixation uf the W�rk Product in a tangible medium of expression
(whichever occurs tirst). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the tneaning of the Copyright Act of 1976, as amended. if and to the extent such Work
Product, or auy part thereof, is not considered a"work-made-for-hire" withiu the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assians to City all exclusive right, title and interest in
and to the Work Product, aud 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
fron� any claim, lien for balance due, or rights �f reteution thereto ou the part of City.
27. Si�naturc AutF�oritv. The persan sigtling this Agreement hereby warrants that they have
the legal authority to execute this Agreement �n behalf of the respective party, and tliat such bindiug
authority has been granted by proper order, resalution, ordinanre or otlter authorization of the entity. This
Agreement aud any ameudment hereto, may be executed Uy any authorized represeutative of Vendor. Each
party is ftilly entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Chan�c in Comnanv tia�r�e ar ilwnership. The vencior must uotify City's Purchasing
Manager, in writing, uf a company name, owilership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized atficial must sign the letter. A letter indicating
changes iu a company natne or ownership must be accompanied by supportiug legal doc;umentation such
as an updated W-9, docuinents ftled with the state indicating such change, copy of the board of director"s
resolution approving the action, or an executed inerger or acquisition ab eement. Failure to provide the
specified documentation may adversely impact future invoice }�ayments.
29. N� 6ovcs�tt of [srael. If Vendar has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor ackno�vledges 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 frotn the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel d�iring the #enn of the contract. The teinls "boycott Israel"
and "company" has the meanin�s ascribed to those terms in Section 2271 of the Texas Govenunent Code.
To the extent that Chapter 2Z71 of the Gavernment Code is applicable to this Agreement, by signing
this Agreement, Vendor certities that Vendar'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.
Vendor Services Agreeinent — Mediutn Giant (dated: May 2025) Page 8 of l2
30. Prohihi#inn on B❑ cottinQ Ener Com anies. Ii'Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor aclaiowledges that, in
accordance with Chapter 2274 of the Texas Govermnent Code, the City is prohibited from �ntering into a
conhact for goods or services uuless the contract cantains a written verif'tcation from the company that it:
(1) does not boycott energy companies; and (3} will not boycott energy companies during the tenn of the
coiltract. The tetlns "boycott euergy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Cade. 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 ta the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy campanies during the term of this Agreement.
31. Proi�ibirion nn Discrimination � ainst ['irearm and Amrnunitian Industries. If
Vendor has fewer than l0 employees or this Agreement is for less ihan $100,000, this section does not
apply. Vendor acknowledges in accordance with Chapter 2274 of the Texas C'Jovenlment Code, the City is
prohibited from eutering into a contract for gaads or services unless the contract coutaius a written
veritication from the coinpany that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a tirearm entity or tirearm trade association; and (2) will not discriminate during the
term of the coutract against a fireann entity ar ftrearm trade association. The ternis "discriininate," "firearm
entity" and "firearm trade associatiou" have the nieaning ascriUzd to those tenns in 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 nat 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 assaciation during the term of this Agreement.
32. F:iectrU�ir Si�natures. This Agreement may be executed by electronic signature, �vhich
will be considered as an original signattire for all purposes and have the same £orce and effect as an original
signature. For these purposes, "electronic signature" ineaus electronically scanned and transmitted versions
(e.g. via pdf i-31e or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Enfirrtv uf A�reemer�t. This Agreement contains the entire understanding aud agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreemeni is hereby declared null and void to the extent in contlict
with auy provisiou of this Agreement.
(sigt:aiure page follows)
Vendor Services Agreetneut — Mediutn Giaut (dated: May 2025) Page 9 of l2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City of Fort Worth:
By: Dana Burghdoff (May Name: Dana Burghdoff Title: Assistant City Manager
Date: 05/30/2025
Medium Giant:
By: Name: Title: Acquisition Legal Account Executive
Date: os/ Ji/:Jod� � 7
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ��Name: Dave Lewis Director Park & Recreation Department
By: 1,1�.1·,
Name: Joel McElhany Assistant Director Park & Recreation Department
Approved as to Form and Legality:
By: To/Q� Name: Trey Qualls Title: Assistant City Attorney
Contract Authorization: M&C: N/A Form 1295: NIA
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: David Jodray ( Name: David B. Jodray Park Planner Park & Recreation Department
City Secretary:
By:
�A�
Name: Jannette S. Goodall Title: City Secretary
Vendor Services Agreement-Medium Giant (dated: May 2025) Page 10 ofl2
EXHIBIT A
SC�PC QF SEi�V[�ES
Medium Giant will publish notice af public hearings (legal advertisements) in
The Dallas Morning News paper and online for the City of Fort Worth.
Vendor Services Agreement — Medium Giant (dated: May 2025) Page 11 of 12
EXHIBIT B
PAYMENT SCHEDULE
Following publication, and acceptance of the legal advertisernents provided by the City of Fort
Worth Park & Recreation Department, the Vendor must provide the City with an invoice
summarizing (i) the service, (ii) an affidavit to services provided, and (iii) electronic tearsheet via
email. Subinit via einail to the City of Fort Worth at:
S�i � �lierin��oiee5;2t�tnt-tn�ortht�xas.unv
ar�d tn
Da�� i�i..lc�cl�-a��ir:,� �i� rt ���o rtf� t�xa;. v ov
Veudor Services Agreement — Medium Giant (dated: May 2025} Page l l of l2