HomeMy WebLinkAboutContract 63846CSC No. 63846
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 Demery Cox dba Cox Racing Services
("Vendor"), a Texas sole proprietorship, acting by and through its duly authorized representative, each
individually referred to as a "Party" and collectively referred to as the "Parties."
AGREEMENT DOCUNMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement
2. Exhibit A — Scope of Services
3. Exhibit B — Price Schedule
4. Exhibit C — Verification of Signature Authority Form
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor will provide accurate electronic timing and performance
tracking services during the Agility and Candidate Readiness (ACR) tests required for firefighter applicants
for the City of Fort Worth's Fire Department on an "as -needed" basis ("Services"), in accordance with the
descriptions and specifications which are set forth in more detail in Exhibit A — Scope of Services, attached
hereto and incorporated herein for all purposes.
2. Term. This Agreement shall begin on August 15, 2025 ("Effective Date") and shall expire
one (1) year from that date ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions for up to four (4) one-year renewal options, (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed ten thousand dollars
and zero cents ($10,000.00) annually.
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 B — Price
Schedule, which is attached hereto and incorporated herein for all purposes.
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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 at least 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
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 Oblisations 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 parry 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 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
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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. Indenendent 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 shall 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 of
its 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,
INCL UDING, B UT 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 ACT(S) OR
OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
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8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPA TENT, 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 APPLYIF CITYMODIFIES 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
INTERESTS, 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 THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
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 MA TERIALL Y AD VERSEL Y 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
MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL YSUITABLE, 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 MA Y 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.
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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.
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.
(c) Workers' 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):
$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.
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10.2 General Reauirements
(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. At least ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation 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.
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, or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
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To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
To VENDOR:
Demery Cox dba Cox Racing Services
Attn: Demery Cox, Owner
1312 Collett Sublett Road
Kennedale, TX 76060
682-552-9555
With a copy to Fort Worth City Attorney's Office coxracinaservices@amail.com
at same address
14. Solicitation of Emulovees. 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
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 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 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 the notice section of this Agreement.
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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 had the
opportunity to review and revise this Agreement and that the normal rule 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.
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 executed by
an authorized representative of each party.
23. 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.
24. 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.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor 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.
26. 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
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.
27. 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
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Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature 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.
29. Change in Comvanv 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.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has 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.
31. Prohibition on Bovcottina Eneruv Companies. 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 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.
32. 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 in accordance with 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
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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.
33. 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]
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IN WITNESS W REOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT W TH:
By: 9
Name: William Johnson
Title: Assistant City Manager
Date:
VENDOR:
DEMERY COX DBA COX RACING
SERVICES
By:
Name: e ery Cox
Title: Owner
Date: 8/19/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By. James Davis (Aug 19, 202515:28:17 CDT)
Name: Jim Davis
Title: Fire Chief
Attest:
By:
Name: Jannette S. Goodall
Title: City Secretary
Contract Authorization:
M&C: None Required
Date M&C Approved: 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: AW
Name: Brenda Ray
Title: Purchasing Manager
Approved as to Form and Legality:
B:
Y
Name: Taylor Paris
Title: Sr. Assistant City Attorney
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 11 of 20
FORT WORTH:,
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Section 1: General Information
Requesting Department: [Fire EMS Department]
Name of Contract Manager: [Melvin Berry]
Departmental Attorney: [Taylor Paris]
Item or Service sought: Services
Goods: ❑
Service:
Anticipated Amount: [9,000]
Vendor: [COX Racing Services]
Current/Prior Agreement for item/service: Yes ❑ No
CSC or Purchase Order #: [ N/A]
Amount: [ NIA]
Projected M&C Date: [ N/A]
How will this item or service be used? The Fort Worth Fire Recruit Team will use Cox Racing
Services to provide accurate electronic timing and performance tracking during the Agility and
Candidate Readiness (ACR) tests required for firefighter applicants. Their services ensure fair, consistent,
and unbiased measurement of each candidate's physical performance, which is a critical component of
the hiring process. This support helps the department maintain transparency, meet HR and legal
standards, and streamline the administration of these timed physical assessments.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
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Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 12 of 20
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: Click or tap here to enter text.
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
® A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Page 2 of 6
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 13 of 20
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Purpose of the Services: Cox Racing Services is being engaged to provide timing and
performance measurement services for the Fire Department's agility test events. Cox Racing
Services specializes in timed athletic events, such as races and physical challenges. They bring
experience, equipment, and accuracy that we currently do not have in-house. Using Cox
Racing Services reduces the risk of manual error or subjective reporting. Cox Racing Services
provides a trained individual who is physically present at the event to manage and record official
race times in real-time. The person responsible for timekeeping must possess specific mental and
intellectual skills, including: Strong attention to detail to ensure accurate timing down to
fractions of a second; Quick decision -making and real-time data interpretation to identify and
correct any discrepancies as the race occurs; Technical proficiency in operating specialized
timing systems and RFID equipment; Ability to troubleshoot under pressure if equipment
malfunctions during a live event; Knowledge of race protocols and procedures, often gained
through specific industry training or experience Cox Racing typically trains their staff on
industry -specific software, electronic timing systems, and on -site logistics, ensuring they are
capable of managing both the technical and procedural aspects of timing during a high -stakes
event. They have extensive experience in race management. Their service is essential for ensuring
fair, consistent, and accurate results for all participants.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE: For all non -sale -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that are available from only one source because of patents, copyrights, secret
processes, or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
❑ books, papers, and other library materials for a public library that are available only from
the persons holding exclusive distribution rights to the materials; and
Page 3 of 6
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 14 of 20
❑ management services provided by a nonprofit organization to a municipal museum, park,
zoo, or other facility to which the organization has provided significant financial or other
benefits;
How did you determine that the item or service is only available from one source?
Click or tap here to enter text.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Click or tap here to enter text.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). [
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? 0Yes LINO.
Was there anything attached to this form that was relied on in making this determination?
❑Yes 2No.
If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Dyes 2No.
If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Approved By:
,r{lLrlu�.rr.� Date: 8/7/25
Amarna Muhammad/ Jessika Williams
Assistant City Attorney
Page 4 of 6
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 15 of 20
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide timing and performance measurement services for the City of Fort Worth's Fire
Department's ("Fire Department") Agility and Candidate Readiness (ACR) agility test events. Vendor
specializes in timed athletic events, such as races and physical challenges, and brings experience,
equipment, and accuracy that the Fire Department currently does not have in-house, as well as ensures
fair, consistent, and accurate results for all participants.
Using Vendor reduces the risk of manual error or subjective reporting. Vendor will provide a trained
individual who is physically present at the event to manage and record official race times in real-time.
The person responsible for timekeeping must possess specific mental and intellectual skills, including:
-Strong attention to detail to ensure accurate timing down to fractions of a second;
-Quick decision -making and real-time data interpretation to identify and correct any discrepancies as the
race occurs;
-Technical proficiency in operating specialized timing systems and RFID equipment;
-Ability to troubleshoot under pressure if equipment malfunctions during a live event;
-Knowledge of race protocols and procedures, gained through specific industry training or experience the
Vendor typically trains their staff on i.e. industry -specific software, electronic timing systems, and on -site
logistics, ensuring they are capable of managing both the technical and procedural aspects of timing
during a high -stakes event;
-Extensive experience in race management.
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 16 of 20
�f
1312 Colette Sublet Rd
Kennedale, TX 76060
682-552-9555
August 14, 2025
Contract Proposal Addressed to:
Fort Worth Fire Department
We're excited to offer you a quote for the Fort Worth Fire Department Timing &
Performance Measuring Agility Test Event, set to take place in Fort Worth, TX in August
2025.
We're here to ensure every aspect of your race is covered with precision and professionalism.
Here's a breakdown of the services we provide:
• Prerace consulting and meetings as necessary to ensure all details are ironed out.
• Accurate measurement and marking of the 1.5-mile route, if required, guarantee a fair and safe
race.
• Obtain V Party Liability Insurance
• Designation of course monitors, cone placement, for participant safety and guidance.
• Provision of bib numbers and chips, ensuring accurate participant tracking and timing.
• Placement of up to 100 traffic cones, with options to explore additional rentals if needed, to
manage traffic flow and ensure course safety.
• Proper assignment of bib numbers to preregistered participants, ensuring each bib is correctly
labeled.
• Disposable chip placement on bibs, eliminating the need for post -run chip collection.
• Database entry of all participant information, including name, age, gender, event, and email
address, for efficient management and communication.
• Comprehensive finish line equipment, tailored to your event's needs, including display clock,
finish line chutes
• Specialization in Chip Timing, the most popular and efficient timing method available, ensuring
accurate and timely results.
• Overall run results on www.coxracingservices.com, allowing participants to access their
performance data instantly.
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 17 of 20
Your satisfaction and the success of your event are our top priorities. Therefore, we encourage you to
contact us with any additional needs or concerns you may have. We are committed to working closely
with you to ensure all your race requirements are met and exceeded.
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 18 of 20
EXHIBIT B
PRICE SCHEDULE
as�ac�Iry ssa�vscss
1312 Colette Sublet Rd
Kennedale, TX 76060
682-552-9555
Chip Timinq Without Racecourse Management
Our expertise lies in managing races of up to 10,000 participants using our Chip Timing
System. Should you opt for this system, which is favored by most race directors, our pricing
structure is as follows:
Typically, we charge $3,500 for the first 700 participants and $5 per additional registrant.
However, to select organizations, we offer a reduced rate to support their cause. For this
year's event, our fee will be $2,500 for the first 500 participants, with $5.00 charged per
additional participant per day.
Please make checks payable to COX RACING SERVICES
ACCEPTANCE OF CONTRACT
Signature Z_�9./_
I IYA 0 4
We are committed to delivering professional timing services to enhance the success of your event. Should you
have any further questions or wish to proceed with booking, please do not hesitate to contact us.
The deposit/particle payment is non-refundable.
Thank you for your interest in Cox Racing Services. We will endeavor to do our best to ensure the
success of your event.
Sincerely,
On behalf of Cox Racing Services,
Demery Cox
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 19 of 20
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
DEMERY COX DBA COX RACING SERVICES
1312 COLLETT SUBLETT ROAD
KENNEDALE, TEXAS 76060
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Demery Cox
Signature o esident / CEO
Other Title: Owner
Date: 8/19/2025
Vendor Services Agreement — Demery Cox dba Cox Racing Services Page 20 of 20