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HomeMy WebLinkAbout064818 - General - Contract - Federal-Mogul Motorparts LLC dba Garage Guruscsc No. 64818 ADDENDUM TO TRAINING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FEDERAL-MOGUL MOTORPARTS LLC DBA GARAGE GURUS This Addendum to Training Agreement ("Addendum") is entered into by and between Federal-Mogul Motorparts LLC dba Garage Gurus ("Vendor") and the City of Fort Worth ("City"), individually referred to as "party" and collectively the "parties", for Instructor Led Training ("Services"), as set forth in more detail in Exhibits "A," and "C," attached hereto and incorporated herein for all purposes. The Contract documents shall include the following: 1. This Addendum; 2. The Training Agreement; 2. Exhibit A, Statement of Work No. 1; 3. Exhibit B, Release of Liability and Assumption of Risk; 4. Exhibit C, Scope of Work; and 5. Exhibit D, Payment Schedule. C�7 � � Cy 1,1 �:� X�%]:a �7 ���i-�-�xy:��r��:�-i FT. WORTH, TX Notwithstanding any language to the contrary in the attached Training Agreement with Exhibits (collectively referred to herein as the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by the Assistant City Manager ("Effective Date") and shall continue for a period of one year, ("Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement. The Agreement may be renewed for four (4) one-year renewals by written mutual agreement of the parties, each a"Renewal Term." 2. Compensation. Total compensation under this Agreement will not exceed Eighty Thousand dollars and zero cents ($80,000.00) annually. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement. 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. 3. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non- breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. c. Fiscal Fundin� Out. In the event no funds or insufficient funds are appropriated by Ciry in any fiscal period for any payments due hereunder, City will immediately notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without -1- penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obli�ations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with seroices requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City-provided data to City in a machine-readable format or other format deemed acceptable to City. 4. Attornevs' Fees. Penalties, and Liquidated Dama�es. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such tertns are hereby deleted from the Agreement and shall have no force or effect. 5. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 7. Notices to Parties. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by 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 TO VENDOR: Federal-Mogul Motorparts LLC 15701 Technology Drive Northville, MI 48168 With copy to Fort Worth City Attorney's Office at same address 8. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 9. Soverei�n Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. -2- 10. Limitation of Liabilitv and Indemnitv. TO THE EXTENT THE AGREEMENT, IN ANY WAY, LIMITS THE LIABILITY OF VENDOR, SHIFTS RISK FROM VENDOR TO CITY, OR REQUIRES CITY TO INDEMNIFY OR HOLD VENDOR OR ANY THIRD PARTY HARMLESS FROM DAMAGES OF ANY KIND OR CHARACTER, CITY OBJECTS TO THESE TERMS AND ANY SUCH TERMS ARE HEREBY DELETED FROM THE AGREEMENT AND SHALL HAVE NO FORCE OR EFFECT. 11. IP Indemnification. VENDOR AGREES TO INDEMNIFY, DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, INCLUDING THE PAYMENT OF ATTORNEY'S FEES, ANY CLAIM OR ACTION AGAINST THE CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, SERVICE MARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT ARISING FROM CITY'S USE OF THE DELIVERABLE(S), OR ANY PART THEREOF, IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO INDEMNIFY, DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY MODIFIES OR MISUSES THE DELIVERABLE(S). SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST THE CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT THE 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 THE CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, THE CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH THE 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, THE CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY THE CITY UNDER THIS AGREEMENT. IF THE DELIVERABLE(S), OR ANY PART THEREOF, IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE DELIVERABLE(S); OR (B) MODIFY THE DELIVERABLE(S) TO MAKE THEM/IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE DELIVERABLE(S); OR (C) REPLACE THE DELIVERABLE(S) WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING DELIVERABLE(S) 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 THE CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN THIS AGREEMENT. 12. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to take reasonable action considering the results of any relevant testing or -3- monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") disclosed by City under this Agreement by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with tbe performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breacb. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. VENDOR WILL DEFEND, INDEMNIFY AND HOLD CITY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, CAUSES OF ACTION, LIABILITY, LOSS, COSTS AND DAMAGES, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF OR RELATING TO ANY THIRD-PARTY CLAIM ARISING FROM BREACH BY VENDOR OF ITS OBLIGATIONS CONTAINED IN THIS SECTION, EXCEPT TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF CITY. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. VENDOR'S OBLIGATION TO DEFEND, HOLD HARMLESS AND INDEMNIFY CITY SHALL REMAIN IN FULL EFFECT IF THE DATA BREACH IS THE RESULT OF THE ACTIONS OF A THIRD PARTY. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 13. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 14. No Debt. In compliance with Article 11 § 5 of the TeXas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement eXcept for those portions of funds which have been appropriated prior to termination. 15. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. In the event that disclosure of confidential information is compelled by legal process, the receiving Party shall give the disclosing Party prompt notice before disclosure so that the disclosing Party may seek a protective arder or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the absence of a protective order or a receipt of a waiver, hereunder, the receiving Party agrees to furnish only that portion of the confidential information that is legally required. 16. Public Information. City is a government entity under the laws of the State of Texas and all records held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and � such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall 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. 17. Addendum Controllin�. If any provisions of the attached Training Agreement and Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 18. Immi�ration and Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 19. No Bovcott of Israel. If Vendor has fewer than 10 employees or the 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, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 20. Prohibition on Bovcottin� Ener�v 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 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. 21. Prohibition on Discrimination A�ainst 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 -5- 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. 22. Ri�ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement as may be necessary to confirm compliance with this Agreement's terms. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 23. Counterparts. This Addendum may be eXecuted in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. 24. Si�nature. The person signing this Addendum hereby warrants that he or she has the legal authority to execute this Addendum on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the person or entity. The other Party is fully entitled to rely on this warranty and representation in entering into this Addendum. Should that person or entity not be authorized, the terms and conditions of this Addendum shall be binding as against the signatore and he or she shall be subject to the terms and conditions of this Addendum. (signature page follows) (remainder of this page intentionally left blank) -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: � �`,�'^-�/(- $y: Valerie Washington (Mar 4, 2026 10:14:25 CST) Name: Valerie Washington Title: Assistant City Manager Date: 03/04/2026 APPROVAL RECOMMENDED: _; Cue4, 1j�4�*1� By: Name: Marilyn Marvin Title: Property Management Director ATTEST: �ctk_c_ /� .,bb��.mA.� By: Name: Jannette S. Goodall Title: City Secretary VENDOR: o � aap� � o� FORr�aa v° �° o9�ldd �o PV� °=O �Q � �a o° *d �a�CIl nEXA5q4� Peder^al-Mogul Motorparts LLC dba Garage Gurus By: Miko.3ilcalek (Mar 2, 2026 10:50:37 MST) Name: Mike Zdralek Title: Sr. Manager, Technical Training & Ops 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: �2`���"�� Name: Eliana Guevara Title: Assistant Property Management Director APPROVED AS TO FORM AND LEGALITY: By: Name 7'ltle: .A�ha,�.z� ?�/r.!l�u,r.��G Amarna Muhammad Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A M&C Approved: N/A Form 1295 Certification No.: N/A C�7��Cy1,1�:�X�%]:a�� C«] � i'�'i Xy:� � ��1:�'1 FT. WORTH, TX -7- TRAINING AGREEMENT This Training Agreement (the "A�reement") is by and between Federal-Mogul Motorparts LLC, together with its afiiliates, of which Federal-Mogul Motorparts LLC owns, directly or indirectly, at least iifty percent (50%) of the voting securities, having its principal place of business at 15701 Technology Drive, Northville, MI 48168, and City of Fort Worth having its principal place of business at 100 Fort Worth Trail, Fort Worth, TX 76102 ("Customer"). Federal-Mogul Motorparts LLC and Customer are referred to herein each individually as a"P�" and collectively as the "Parties." WHEREAS, Federal-Mogul Motorparts LLC is in the business of providing technical automotive training services, and Customer desires to obtain the provision of such services. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Training Services. Federal-Mogul Motorparts LLC shall provide training and technical support services ("Training Services") to employees of Customer ("Customer Employees") as described in one or more statements of work which will be attached hereto as Exhibit A(each, a"Statement of Work") at the locarion(s) set forth on the Statement of Work (the "Trainin� Location"). Each Statement of Work will become effecrive upon execution thereof by both Parties, and each may be amended or replaced only upon signed written agreement of the Parties. Customer shall, on a quarterly basis in advance, submit to Federal- Mogul Motorparts LLC a requested schedule for the instructor led Training Services for such quarter. Federal-Mogul Motorparts LLC may accept or reject all or any part of such requested schedule in Federal-Mogul Motorparts LLC's sole discretion. 1.1. Online Training Services. Pursuant to the terms and conditions set forth in this Agreement, Federal-Mogul Motorparts LLC grants to Customer a nonexclusive, non-transferable, revocable right to use the online Training Services designated in a Statement of Work and allow Customer Employees access to such online Training Services during the term specified in the Statement of Work. All rights not expressly granted to Customer are reserved to Federal-Mogul Motorparts LLC. 2. Payment Terms. 2.1. Pa.�. Federal-Mogul Motorparts LLC shall issue an invoice to Customer for all amounts due and owing under this Agreement on a monthly basis for all instructor led courses of Training Services completed during the applicable month. License fees for any online Training Services and technical support shall be set forth in the applicable Statement of Work and paid as set forth in that Statement of Work. Customer shall pay all invoiced amounts due to Federal-Mogul Motorparts LLC within sixty (60) days from the date of such invoice. All payments hereunder shall be in US dollars. Payments not made when due shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Federal-Mogul Motorparts LLC for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. 2.2. No Set-off. Customer shall not withhold payment of any amounts due and payable under this Agreement by reason of any set-off of any claim or dispute with Federal-Mogul Motorparts LLC, whether relating to the Federal-Mogul Motorparts LLC's breach, bankruptcy or otherwise. 3. Release and Assumption of Risk. 3.1. CUSTOMER IS AWARE OF AND UNDERSTANDS THAT THE TRAINING SERVICES MAY BE DANGEROUS AND INVOLVE THE RISK OF SERIOUS INJURY, DEATH AND/OR PROPERTY DAMAGE. CUSTOMER HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH, OR PROPERTY DAMAGE IN CONNECTION WITH THE TRAINING SERVICES, WHETHER CAUSED BY THE NEGLIGENCE OF FEDERAL- MOGUL MOTORPARTS LLC OR OTHERWISE. Customer hereby expressly waives and releases any and all claims, now known or hereafter known in any jurisdiction throughout the world, against Federal-Mogul Motorparts LLC, and its officers, directors, employees, agents, affiliates, members, successors, and assigns (collectively, "Releasees"), arising out of or in connection with, or attributable to, the Training Services, whether arising out of the negligence of Federal-Mogul Motorparts LLC or other Releasees or otherwise. Customer covenants not to make or bring any such claim against Federal-Mogul Motorparts LLC or any other Releasee, and forever releases and discharges Federal-Mogul Motorparts LLC and all other Releasees from liability under such claims. -8- General Business - Tenneco Confidential 3.2. Customer acknowledges that certain property owned by or in the possession of Customer, including without limitation vehicles owned by Customer Employees or customers of Customer, may be used in connection with the Training Services. Any damage to or claims arising in connecrion with such property will be subject to the release and indemnification obligations set forth in this Agreement. Customer agrees to maintain appropriate insurance on such property at all times during the Training Services. 3.3. Customer hereby agrees to defend, indemnify, and hold harmless Federal-Mogul Motorparts LLC and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance, arising out or resulting from any claim of any Customer Employee or any third party related to the Training Services. 3.4. Customer shall causc each of its Customer Employees who are receiving instructor led Training Services to execute a release of liability and assumption of risk in the form set forth as Exhibit B. If Customer fails to ensure the execurion of the release by Customer's Employees, Customer shall indemnify Federal-Mogul Motorparts LLC against any such claim by Customer Employees under the terms set forth in Section 3.3. 4. Training Location. 4.1. Federal-Mo�ul Motomarts LLC Faciliries. If the Training Location is a Fcderal-Mogul Motorparts LLC facility, Federal-Mogul Motorparts LLC will be responsible for providing suitable space to perform the Training Services, as determined by Federal-Mogul Motorparts LLC, and for providing all utilities necessary to perform thc Training Services. Customer will and will cause each of its Customer Employees and representatives to comply with all policies of Federal-Mogul Motorparts LLC with respect to entry onto and presence at Federal-Mogul Motorparts LLC's facilities. 4.2. Customer Faciliries. If the Training Location is a Customer facility, Customer will be responsible for providing suitable space to perform the Training Services, as determined by Federal-Mogul Motorparts LLC, and for providing all utilities necessary to perform the Training Services. Customer shall make such alterations to the Training Location as Federal-Mogul Motorparts LLC reasonably deems necessary for performance of the Training Services and the safety of Federal-Mogul Motorparts LLC and Customer Employees and representatives, provided that Customer shall be solely responsible for ensuring the safety and security of the Training Location. Customer shall ensure that a Customer representative (other than a Customer Employee participating in the Training Services) is present at the Training Location at all times during which the Training Services are being perfarmed. 4.3. Other Facilities. If the Training Location is a mutually agreed upon location other than a Federal-Mogul Motorparts LLC or Customer facility, Customer will be responsible for paying any fee for the rental of such facility. Federal- Mogul Motorparts LLC will reserve the facility and charge Customer for the rental fee, which fee will be included in the monthly invoice for the instructor led courses of Training Services held at such other facility. 4.4. Online Trainin�. If the Training Services are provided through an online program, such program may be hosted on Federal-Mogul Motorparts LLC's system or on Customer's system as specified in the applicable Statement of Work, which shall be considered the Training Location for such Training Services. In connection with online Training Services, Federal- Mogul Motorparts LLC may provide to Customer certain online course material and computer programs ("Software"). Use of the Software shall be subject to all applicable privacy policies and other terms established by Federal-Mogul Motorparts LLC. 5. Limited Warranty. 5.1. Limited Warrantv. Federal-Mogul Motorparts LLC warrants to Customer that it shall perform the Training Services in a professional and workmanlike manner in accordance with industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. 5.2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 5.1, FEDERAL- MOGUL MOTORPARTS LLC MAKES NO WARRANTY WHATSOEVER REGARDING THE TRAINING SERVICES OR THE TRAINING MATERIALS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. FEDERAL-MOGUL MOTORPARTS LLC MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING ANY TRAINING PROGRAMS OR USING ANY TRAINING MATERIALS. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY FEDERAL-MOGUL MOTORPARTS LLC, OR ANY OTHER PERSON ON FEDERAL- General Business - Tenneco Confidential _9_ MOGUL MOTORPARTS LLC'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5.1 OF THIS AGREEMENT. 6. Limitation of Liability. IN NO EVENT SHALL FEDERAL-MOGUL MOTORPARTS LLC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT FEDERAL-MOGUL MOTORPARTS LLC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL FEDERAL-MOGUL MOTORPARTS LLC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO FEDERAL-MOGUL MOTORPARTS LLC FOR THE TRAINING SERVICES PROVIDED HEREUNDER. 7. Intellectual Property. Federal-Mogul Motorparts LLC may, in connection with or as part of the Training Services, provide to Customer or Customer Employees certain workbooks, handouts, online course materials, Software, and other materials containing Federal-Mogul Motorparts LLC's Intellectual Property whether in hard copy or digital format (the °Trainin� Materials"). For the purposes of this Agreement, "Intellectual Pronertv" includes all copyrights, patents, trade secrets, trademarks, trademark rights, service marks, trade names, industrial designs, discoveries, inventions (whether patented or not), developments or other intellectual proprietary rights registered or recognized by the laws of any country or state. Customer shall not, without Federal-Mogul Motorparts LLC's prior written consent, (i) copy the Training Materials; (ii) distribute or otherwise make available to the public the Training Materials; (iii) use the Training Materials or any of Federal-Mogul Motorparts LLC's Intellectual Property for any purpose, including without limitation in any promotion or publication; or (iv) use recording equipment of any type in training sessions. Notwithstanding the foregoing, Customer may use and copy the Training Materials (excluding Software) solely for internal training and educational purposes, provided that access to such Training Materials is restricted to Customer Employees and representatives. Upon termination of the Statement of Work to which any Software relates, except as expressly otherwise agreed in writing by Federal-Mogul Motorparts LLC and Customer, or upon earlier notice by Federal-Mogul Motorparts LLC, Customer shall promptly cease all use of the Software and remove all instances of the Software from Customer's system and shall promptly deliver to Federal-Mogul Motorparts LLC any copy or replicarion of the Software that exists in hard copy in Customer's possession. 8. Confidentiality. From time to time during the term of this Agreement, Federal-Mogul Motorparts LLC may disclose or make available to Customer certain information, technical data, physical/tangible samples, know-how, research, products, Software, services, development, inventions, specifications, techniques, manuals, formulations, trade secrets, details of plants and processes, designs, drawings, engineering specifications, operating methods and instructions, marketing strategies and analyses, projections, plans, financial information, reports, and the like (collectively, "Confidential Information"). Confidential Information shall not include information that (a) is disclosed on a non-confidential basis by a source other than Federal-Mogul Motorparts LLC or its employees or representatives through no fault of Customer, (b) is known to Customer on a non-confidential basis at the time of disclosure by Federal-Mogul Motorparts LLC; or (c) is or becomes public through no fault of Customer. Customer shall not, and shall not permit any of its afiiliates, consultants, investors or employees, to (i) directly or indirectly disclose, disseminate, publish or otherwise reveal any Confidential Information to any third party; or (ii) directly or indirectly disclose, disseminate, publish or otherwise reveal any Confidential Information to any one of its affiliates or employees except as is necessary to adequately evaluate the Confidential Informarion; or (iii) use or exploit Confidential Information in any form, directly or indirectly, partially or completely, commercially or in the form of protective rights or otherwise for any purpose except to evaluate potential or proposed Training Services. Customer's obligations under this Section 8 shall remain in effect throughout the Initial Term of this Agreement including any subsequent renewal(s), and for an additional five (5) years following the termination of this Agreement. Customer shall be responsible for any breach of this Section 8 caused by any of its employees, representatives or affiliates. Federal-Mogul Motorparts LLC may seek equitable relief (including injunctive relie fl against Customer and its employees or representatives to prevent the breach or threatened breach of this Section 8 and to secure its enforcement, in addition to all other remedies available at law. All Confidential Information shall be and remain the property of Federal-Mogul Motorparts LLC. All Confidential Information shall, upon written request of Federal-Mogul Motorparts LLC and at Federal-Mogul Motorparts LLC's option, either be promptly returned to Federal-Mogul Motorparts LLC or destroyed, subject to the right of Customer to retain and use the Training Materials for internal training and educational purposes as set forth in Secrion 7. Term and Termination. 9.1. Term. The initial term of this Agreement commences on the Effective Date and continues for a period of one (1) year, unless earlier terminated as provided under this Agreement (the "Initial Term"). Notwithstanding the foregoing, if there General Business - Tenneco Confidential -10- is any Statement of Work in effect as of the date the Term would otherwise expire, the Term will automatically extend to the end of such Statement of Work's term. Upon expiration of the Initial Term, this Agreement automatically renews for four (4) additional successive one-year renewals by written mutual agreement of the parties, each a"Renewal Term," unless earlier terminated as provided under this Agreement. 9.2. Termination bv Federal-Moeul Motorparts LLC. Federal-Mogul Motorparts LLC may terminate this Agreement for any reason or no reason upon thirty (30) days' written notice to Customer. In addition, Federal-Mogul Motorparts LLC may terminate this Agreement immediately upon written notice to Customer if Customer (a) materially breaches this Agreement, including any failure to pay any amount when due under this Agreement, and such breach continues for a period of thirty (30) days following notice to Customer thereof, or (b) becomes insolvent or is generally unable to pay its debts as they become due, (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (d) makes or seeks to make a general assignment far the benefit of its creditors, (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (fj sells, leases or exchanges all or substantially all of Customer's assets, merges or consolidates with or into another person, or a change in control of Customer occurs, in any case, without Federal-Mogul Motorparts LLC's prior written consent. 9.3. Termination bv Customer. Customer may terminate this Agreement immediately upon written notice to Federal-Mogul Motorparts LLC if Federal-Mogul Motorparts LLC (a) materially breaches any provision of this Agreement and such breach continues for a period of thirty (30) days following notice to Federal-Mogul Motorparts LLC thereof, (b) becomes insolvent or is generally unable to pay its debts as they become due, (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (d) makes or seeks to make a general assignment for the benefit of its creditors, (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its properry or business. 9.4. Effect of Termination. Upon termination of the Agreement or a Statement of Work, the rights and licenses granted thereunder shall automatically terminate and Customer shall immediately discontinue the use of all online Training Services and shall uninstall any Software from its systems and provide Federal-Mogul Motorparts LLC a written certificate that it has done so. 10. Insurance. Each Party shall, at its own cost and expense and throughout the term of this Agreement, maintain insurance in types and amounts customary and reasonably necessary with respect to the nature of the obligations of such Party pursuant to this Agreement and the nature of claims that may arise in connection herewith. At minimum, these insurance coverages should include workers compensation and employer's liability, including coverage for occupational injury, illness and disease of not less than $1,000,000 per occurrence or as per regulation, whichever is greater; commercial general liabiliry and auto liability covering all owned, non-owned and hired automobiles for bodily injury, property damage, uninsured motorist and underinsured motorist liability not less than $1,000,000 per occurrence and $2,000,000 annual aggregate endorsed to include Federal-Mogul Motorparts LLC as an additional insured on a primary, non-contributory basis and with a waiver of subrogation in favor of Federal-Mogul Motorparts LLC; and crime insurance for employee dishonesty coverage per incident of not less than $500,000 to include third-party losses. A certificate of insurance to be provided to Federal-Mogul Motorparts LLC upon request. 11. Miscellaneous 11.1. Indevendent Contractor. The relationship of Federal-Mogul Motorparts LLC and Customer shall at all times be one of independent contractor, and neither Party shall be or represent itself to be an employee, agent, representative, partner or joint venturer of the other, nor shall either Party have the right or authority to assume or create any obligation on behalf of or in the name of the other or to otherwise act on behalf of the other. ll.2. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Customer will not solicit, contract, or hire any employee of Federal-Mogul Motorparts LLC who has been introduced to Customer in connection with the Training Services. This prohibition will not apply to job opportunities posted on recruiting websites or in other publications in which Customer seeks to fmd candidates for open positions (absent direct solicitation and/or recruitment). ll.3. Assi�nment. This Agreement may not be assigned or transferred by Customer without the prior, written consent of Federal-Mogul Motorparts LLC. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. General Business -Tenneco Confidential -11- 11.4. Applicable Law. The laws of the State of Michigan shall govern the terms of this Agreement, without giving effect to the conflict or choice of laws or provisions thereof. Any action hereunder shall be subject to the exclusive jurisdiction of the state courts of Oakland County, Michigan, or the federal courts of the Eastern District of Michigan. 11.5. Force Maieure. Federal-Mogul Motorparts LLC shall not be liable for failure to perform or delay in performance hereunder if such failure or delay is due to any cause or contingency beyond Federal-Mogul Motorparts LLC's reasonable control, including without limitarion (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostiliries (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest (d) laws and regulations; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; ( fl action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) shortage of transportation services or adequate power; or (j) cyber-attack or IT failure as a consequence of malicious third-party software. 11.6. SurvivaL The terms of this Agreement which would by their nature survive the expiration or termination of this Agreement, including without limitation Secrions 3, 6, 7, 8, and 11, will so survive. ll.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. ll.8. Further Assurances. Each of the Parties hereto shall execute and deliver, at the reasonable request of the other Party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other Party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. 11.9. Entire A�reement; Modifications. This Agreement, including the exhibits hereto, constitutes the entire understanding between the Parties with respect to the subject matter hereof, and shall not be modified in any way except by an instrument in writing duly executed by the Parties hereto or their respective assignees. This Agreement supersedes all prior agreements and understandings between the Parties hereto, and between their related entities and affiliates. In the event that any of the provisions of this Agreement are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. No waiver, alteration, consent or modification of any of the provisions of this Agreement or any exhibits hereto shall be binding unless in writing and signed by duly authorized representatives of both Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Federal-Mogul Motorparts LLC City of Fort Worth By: Print: Title: Date: 19665300 By: Print: Title: Date: General Business -Tenneco Confidential _12_ EXHIBIT A STATEMENT OF WORK NO. 1 This Statement of Work No. 1("SOW No. 1") is made by and between Federal-Mogul Motorparts LLC and City of Fort Worth("Customer") in connection with and pursuant to the terms and conditions of the Parties' Addendum to Training Agreement dated on the date signed by the Assistant City Manager below (the "AgreemenY'). Capitalized terms used in this SOW No. 1 but not otherwise defined shall have the meanings given such terms in the Agreement. The terms of this SOW No. 1 shall control in the event of a conflict between this SOW No. 1 and the Agreement, but only as such conflict relates to the Training Services to be performed pursuant to this SOW No. 1. SOW No. l Effective Date: 1/O1/2026 Description of Training Services: Services Content Details - Garage Gurus workshops provide comprehensive instructor led automotive training to technicians looking to improve their technical skill sets. All workshop offerings provide a balance of classroom and practical, real-world, hands-on training to support student objectives. - Minimum commitment of 7 Days annually from the following training modaliries: o Two-Day warkshops (16 hours) hands-on, instructor led On-site training Instructar Led o One-Day warkshops (8 hours) hands-on, instructar led Training training (ILT) o Half-Day workshops (4 hours) hands-on, instructor led training o Field Clinics (3-hours) instructor led, seminar-based presentations - ILT training modalities to be selected from the most recent Garage Gurus Garage Gurus Curriculum offering Training (httus://www.drivoarts.com/earaee-eurus.htmll and scheduled in accordance with Section 1 of the Agreement ASE Test Prep Courses Instructor Led Training (ILT) - ASE Test Prep courses are designed for technicians looking to gain accreditation with ASE by providing instructor led and hands-on review of ASE test materials - 3 to 4 hours each - Garage Guru booklets and Study Guides supporting Customer's ASE requirements: - A1 —Engine Repair - A4 — Steering and Suspension - AS — Brakes - A6 — Electrical and Electronic Systems - A7 — Heating and Conditioning - A8 — Engine Performance - ASE classes to be selected from the most recent Garage Gurus Curriculum offering (https://www.drivparts.com/�ara�e-�urus.html) and scheduled in accordance with Section 1 of the Agreement General Business - Tenneco Confidential -13- Technical Phone Support - Bi-lingual (English/Spanish) technical specialists available by phone to provide answers to product and diagnostic questions - Bi-lingual Technical and Product Support (English/Spanish) On-Demand - Staffed by ASE-Certified Master Technicians and Technical Specialists diagnostic, - Dedicated phonc number set-up technical and - Available by phone to provide fast answers to product and diagnostic questions product support - Note: some diagnosric questions will require callback or e-mail follow up - Hours of Operation - 8:30 AM — 5:30 PM ET Monday through Friday Location of Training Services: Services Content Garage Gurus Training Details - Workshops - Federal-Mogul Motorparts LLC Facilities: Garage Gurus' On-site Technical Support Centers Instructor Led _ Customer Facilities: Facilities approved and agreed by Training Customer and Garage Gurus (ILT) _ Field Clinics - Other Facilities ASE Test Prep Courses Instructor Led Training (ILT) Technical On-Demand Phone diagnostic, Support technical and productsupport Fees for Training Services: Services Garage Gurus Training Content On-site Instructor Led Training (ILT) - Federal-Mogul Motorparts LLC Facilities: Garage Gurus' Technical Support Centers - Customer Faciliries: Faciliries approved and agreed by Customer and Garage Gurus - Other Facilities - Provided from Federal-Mogul Motorparts LLC's St. Louis, MO Call Center Details - Two-Day (16 hours) - $5,000 per workshop - One-Day (8 hours) - $3,000 per workshop - Half-Day (4 hours) - $2,500 per workshop - Field Clinics (3 hours) -$2,500 per clinic - The preferred number of students for each One-Day and Two-Day workshop is 8. Upon ten (10) business days' prior written notice, Federal-Mogul Motorparts LLC can accept a maximum of 12 students. - The maximum number of students for Half-Day workshops is 12. - The maximum number of students for Field Clinics is 35. General Business - Tenneco Confidential -14- ASE Test Prep Courses _ Maximum of 25 students Instructor Led Training - $2,500 per course (ILT) Technical On-Demand Phone diagnostic, _ Not Applicable for this Statement of Work Support technical and productsupport Term of SOW No. 1: One (1) year commencing on the SOW No. 1 Effective Date Payment of Fees: All fees for instructor-led Training Services billed monthly pursuant to Section 2 of the Agreement based on courses selected by Customer IN WITNESS WHEREOF, the Parties hereto have caused this SOW No. 1 to be executedby their duly authorized officers or representatives as of the SOW No. 1 Effective Date. Federal-Mogul Motorparts LLC By: Print: Title: Date: City of Fort Worth By: Print: Title: Date: General Business - Tenneco Confidential -15- EXHIBIT B RELEASE OF LIABILITY AND ASSUMPTION OF RISK I, the individual named below (°P' or "me"), desire to participate in the technical training program (the "Training") provided by Federal-Mogul Motorparts LLC, and/or one or more of its applicable affiliates, of which Federal-Mogul Motorparts LLC owns, directly or indirectly, at least fifty percent (50%) of the voting securities ("Affiliates"), having its principal place of business at 7450 N. McCormick Blvd., Skokie, IL 60076 (together with its Affiliates,. As a condition to participating in the Training, I agree to all the terms and conditions set forth in this Release of Liability and Assumption of Risk (this "Release"). I AM AWARE AND UNDERSTAND THAT THE TRAINING MAY BE DANGEROUS AND INVOLVES THE RISK OF SERIOUS INJURY, DEATH AND/OR PROPERTY DAMAGE. I ACKNOWLEDGE THAT I AM VOLUNTARILY PARTICIPATING IN THE TRAINING WITH KNOWLEDGE OF THE POTENTIAL DANGER INVOLVED AND HEREBY AGREE TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH, OR PROPERTY DAMAGE IN CONNECTION WITH THE TRAINING, WHETHER CAUSED BY THE NEGLIGENCE OF FEDERAL-MOGUL MOTORPARTS LLC OR OTHERWISE. I hereby expressly waive and release any and all claims, now known or hereafter known in any jurisdiction throughout the world, against Federal-Mogul Motorparts LLC, and its officers, directors, employees, agents, affiliates, members, successors, and assigns (collectively, "Releasees"), arising out of or in connection with, or attributable to, the Training, whether arising out of the negligence of Federal-Mogul Motorparts LLC or other Releasees or otherwise. I covenant not to make or bring any such claim against Federal-Mogul Motorparts LLC or any other Releasee, and forever release and discharge Federal-Mogul Motorparts LLC and all other Releasees from liability under such claims. I shall defend, indemnify, and hold harmless Federal-Mogul Motorparts LLC and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out or resulting from any claim of a third party related to my participarion in the Training or any damage to my property in connection with the Training. In the event that any vehicle owned by me will be used in connection with the Training, I agree to maintain appropriate insurance on such vehicle at all times during the Training. This Release consritutes the sole and enrire agreement between Federal-Mogul Motorparts LLC and me with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Release is binding on and shall inure to the benefit of Federal-Mogul Motorparts LLC and me and their respective successors and assigns. Any waiver of any term of this Release in a particular instance shall not be a waiver of such term for the future. In no event will I be entitled to rescind my commitments under this Release or to seek injunctive or any other equitable relie£ I agree that the invalidity or unenforceability of any part of this Release shall in no way affect the validity or enforceability of any of the remainder of it. Signatures delivered by facsimile or by e-mail shall have the same force and effect as original signatures. This Release is governed by the laws of the State of Michigan, without regard to its conflicts of law rules, and jurisdicrion and venue in the case of a dispute rest with the state courts located in Oakland County, Michigan or the United States District Court for the Eastern District of Michigan. BY SIGNING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE AND THAT I AM VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE FEDERAL-MOGUL MOTORPARTS LLC. Signature: Printed Name: Address: Date: -16- General Business - Tenneco Confidential EXHIBIT C SCOPE OF WORK 1.0 SCOPE OF SERVICES 1.1 The Vendor will provide on-site Instructor-Led Training (ILT), facilitation, and hands-on technical automotive training courses for the City of Fort Worth Property Management Department - Fleet Division's automotive technicians. 1.2 1.3 The Vendor will provide all supervision, personnel, licenses, certifications, transportation and supplies including, but not limited to books, necessary for providing ILT services. All costs associated with providing the training will be included in the unit cost of the Instructor- Led Training course, no additional costs will be accepted or paid by the City. 1.4 SCHEDULING AND CANCELLATIONS 1.4.1 The Parties will mutually agree on the dates and times for on-site training events. Course selection(s) will be made in writing by the Property Management Department - Fleet Division to the Vendor. Vendor will confirm course selection(s), date, and time, then issue a quote for the selection(s). 1.4.2 If there is a need to cancel or reschedule an on-site event, notice will be made to the other Party in writing. The Parties will agree on a new date for the on-site training event within ten (10) business days of the notice of cancellation/rescheduling. 1.4.3 If either Party cancels or reschedules an on-site event with written notice six (6) or more business days prior to the scheduled on-site training date, there will be no charge/fee for cancellation/rescheduling. 1.4.4 If Vendor must cancel or reschedule an on-site event with written notice five (5) or fewer business days prior to the scheduled on-site training event date, Vendor will reschedule the same on-site training event at no charge/fee. 1.5 COURSES 1.5.1 The following courses represent the City's current selections and are provided for planning purposes. Final course selection and scheduling will conform to Section 1.4 Scheduling and Cancellations. Instructor Led Training Course Gasoline Direct Injection Ignition Systems Failures and Diagnostics Duration 1 day (8 hours) 1 day (8 hours) -17- Continuing Education Units (CEUs) 1: 1: 1 day (8 hours) 1 day (8 hours) 1 day (8 hours) 1 day (8 hours) 1 day (8 hours) 0.8 0.8 0.8 0.8 0.8 1.6.1 The City will provide access to the Fleet classroom at the James Avenue Service Center, 5021 James Ave., Fort Worth, Texas 76115. Advanced Steering and Suspension Diagnostics Advanced Alignment Diagnostics Hands-On Electrical Testing HVAC Diagnostics A/C Fundamentals 1.6 LOCATION AND EQUIPMENT 1.6.2 The Fleet classroom is equipped with a rolling steel door to allow vehicle access with appropriate exhaust ventilation to facilitate hands-on lessons and demonstrations. Additionally, the classroom has guest internet access and audio/visual display screens for presentations. 1.6.3 The City will provide necessary vehicles, diagnostic software and tools, and access to a service bay at the James Avenue Service Center as needed to fulfill the scheduled training. 1.6.4 The Vendor will have access to guest internet access for the purpose of providing ILT services. 2.0 1.6.5 The Vendor will be responsible for bringing computer hardware (i.e. laptop, thumb drive, etc.) and presentation software to present the live training event. QUOTES, PURCHASE ORDERS, AND INVOICES 2.1 2.2 2.3 2.4 All invoices must match prior City-approved quotes or payment may be delayed. All charges must be identified on Vendor's quote and invoice billing statement, listed LINE by LINE by individual charges. All quotes, purchase orders, and invoices will conform with this Agreement, including any addendum and exhibits, unless the parties mutually agree in writing to a modification. All quotes must be approved in writing prior to the issuance of a Purchase Order. 2.2.1 All revised quotes must be approved in writing prior to billing, and a revised Purchase Order must be issued before performing any services. The Vendor must obtain a Purchase Order number before performing any services. 2.41 If the final invoice needs to be updated for any reason, the date on the fmal invoice must be updated to match the date the revised invoice was submitted for processing. : EXHIBIT D PAYMENT SCHEDULE Description Training Class, On Site, Two-Day 16-hour Workshop, Hands On, 12 Students Max, 12 Books per Class Training Class, On Site, One-Day 8-hour Workshop, Hands On, 12 Students Max, 12 Books per Class Training Class, On Site, Half-Day 4-hour Workshop, On Car Diagnostics, 12 Students Max, 12 Books per Class Training Class, On Site, Field Clinic, 3 hours, 35 Students Max, 35 Books per Class Unit of Unit Cost Measure EA $5,000.00 EA $3,000.00 EA $2,500.00 EA $2,500.00 -19- FORT �ORTH� City Secretary's Office Contract Routing & Transmittal Slip COnti'aCtOr'S Name: Federal-Mogul Motorparts LLC dba Garage Gurus Sub�eCt Of the Agreement: Vendor will provide on-site Instructor-Led Training (ILT), facilitation, and hands-on technical automotive training courses. M&C Approved by the Council? * Yes ❑ No 8 If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 8 If �unsure, see back page for pernianent contract listing. Is this entire contract Confidential? *Yes 8 No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Specific information is confidential: Training Agreement, Exhibit A, and Exhibit B Pages 8 through 16 are marked "Confidential" in the footer. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.