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HomeMy WebLinkAbout065049 - General - Contract - F1rst - First Sports Academy LLCCSC No. 65049 FORT WORTH,:, 40*11 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 FIRST — FIRST SPORTS ACADEMY LLC ("Vendor"), a Texas Domestic Limited Liability Company, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents include the following: OFFICIAL RECORD 1. This Vendor Services Agreement; CITY SECRETARY 2. Exhibit A — Scope of Services; and FT. WORTH, TX 3. Exhibit B — Payment Schedule Exhibits A and B, 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 and B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. 1. Scope of Services. Vendor will provide Equine -Assisted Wellness Sessions at the Police Mounted Patrol location ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of Services"), attached hereto and incorporated herein for all purposes. 2. Term. The. Initial Term of this Agreement is for one (1) year, beginning on October 1, 2025 ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one (1) one-year renewal option ("Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Seven Thousand, Sig Hundred and Eighty Dollars ($7,680.00). 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. Vendor Services Agreement Page 1 of 13 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination, and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas, and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will 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 Vendor Services Agreement Page 2 of 13 reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement and not as an 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 and Vendor's 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. S. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. VENDORS EMPLOYEES ARE REQUIRED TOEXECUTE WAIVERS IN FAVOR OF THE CITY BEFORE BEGINNING WORK UNDER THE AGREEMENT. NOTWITHSTANDING THE FOREGOING, THIS INDEMNITY PROVISION SHALL EXTEND TO CLAIMS OF ANY KIND OR CHARACTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF VENDOR FAILS TO PROVIDE AND EXECUTE THE AFOREMENTIONED WAIVERS. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, Vendor Services Agreement Page 3 of 13 PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR A CTION A GAINST CITY FOR INFRINGEMENT OFANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM OR ACTIONAND 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 LAWSUITASNECESSARY TOPROTECT CITY'SINTERESTS, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY 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: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which Vendor Services Agreement Page 4 of 13 the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 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) 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 (c) Professional Liability (Errors & Omissions): ❑ Applicable ❑ N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability policy must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers with respect to the contracted services. Vendor Services Agreement Page 5 of 13 (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 cancellation due to non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address below. (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- VH 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 Reiulations. 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) 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: To VENDOR: City of Fort Worth First — First Sports Academy LLC Attn: Assistant City Manager Pat Brydges, Director of Operations Vendor Services Agreement Page 6 of 13 100 Fort Worth Trail 2770 Main St Frisco, TX Fort Worth, TX 76102 Phone: 469-525-6482 Facsimile: (817) 392-8654 With a copy to Fort Worth City Attorney's Office at the same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation or 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 Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any 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 state; 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 Ma cure 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. 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. Vendor Services Agreement Page 7 of 13 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 contract 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 parry. 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 Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all federal and state laws and 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 created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention theret. Vendor Services Agreement Page 8 of 13 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager in writing of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Boycotting Energy 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 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. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Section 2276 of the Texas Government Code. 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 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. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does 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. Vendor Services Agreement Page 9 of 13 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Vendor Services Agreement Page 10 of 13 ACCEPTED AND AGREED: CITY OF FORT WORTH By: Name: William Johnson Title: Assistant City Manager Date: 04/17/2026 APPROVAL RECOMMENDED: -1)M W -z By; Da\4d Carabaj (Apr 16, 2026 18:40:00 CDT) Name: David Carabajal Title: Executive Assistant Chief ATTEST: inn o fFoarnua A N .=0 $I�y # a daanq�6$aa By: Name: Jannette Goodall Title: City Secretary FIRST - FIRST SPORTS ACADEMY LLC By: D Name: Dr. Heather Twedell Title: Owner Date: 04/14/2026 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. 1Cathl- n ee By: Kathryn Agee ( pr 15, 2 6 14:41:44 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: By: Name Title: Mal Amarna Muhammad Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0176 Date Approved: 2/25/2025 Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 13 EXHIBIT A SCOPE OF SERVICES • Flrst -First Sports Academy LLC will provide equine -assisted wellness sessions for City of Fort Worth first responders as requested during normal business working hours, weekdays, 8:00 a.m. to 4:00 p.m., at the Fort Worth Police Mounted Patrol facility at 1901 N. Las Vegas Trail, Fort Worth, TX 76108. • FWPD will assign horses for each scheduled FIRST wellness session. The same horses may not be available for each scheduled FIRST wellness session, depending on the Mounted Patrol's daily mission. • FIRST will return Mounted Patrol's equipment and animals in the same condition found prior to FIRST wellness sessions. • FIRST will schedule wellness sessions in advance by two weeks' notice through official email sent to the Mounted Patrol Lieutenant, Sergeant, and Trainer. Specific contact information will be provided by the Police Mounted Patrol Unit. • FIRST will provide services a minimum of one day a month. • FIRST will provide services to a maximum six clients in a group session. • FIRST will follow Fort Worth Police Department (FWPD) Standard Operating Procedure equine protocols at all times; no exceptions. • FIRST employees will be appropriately trained and evaluated by FIRST before handling equine for wellness sessions. • FIRST will have full use of the Mounted Patrol facility community room, kitchen, front foyer restrooms, covered arena, round pen and immediate surrounding area within the enclosed fencing, and the obstacle course. • FIRST will NOT have access to FWPD private locker rooms and offices, the hot walker, and pastures. • FIRST will use the Mounted Patrol barn exclusively for preparing horses for the day and after -session care. • FIRST will have use of Mounted Patrol's existing training equipment including grooming tools, horse care products, desensitization items, and basic tack. • FIRST will ensure that its employees execute waivers in favor of City before beginning work under the Agreement. Vendor Services Agreement Page 12 of 13 EXHIBIT B PAYMENT SCHEDULE � iP�F Fort Worth Police Department Comprehensive Wellness and Resiliency- Program Proposal OVERVIEW This Proposal is created for the Fort Worth Police Department on December 11. 2025 by F 1 RST_ This proposal recommends the following comprehensive services: On -site for Equine -Assisted Wellness Sessions 1) A F 1 RST Mental Health Clinician with specialized training in equine - assisted psychotherapy will provide wellness sessions utilizing horses as partners. The therapist will be available on -site for 4 hours per 6-8 weeks to provide confidential sessions, well checks with education on impact of the job. and group support if needed. The therapist may refer to FIRST experts for continuation of care or for comprehensive wellness services and make outside referrals for more frequent sessions and/or higher levels of care as needed. $1,200 / 4 hour session FIRST is committed to developing long term relationships with Departments The pricing contained herein is valid until March 1, 2027. A 50'/. deposit is required at the time ol'scheduling to secure your dates of service. The remaining 50'/. is due no later than 10 days upon the receipt of the invoice. Programming and pricing information contained herein is intended for Fi Worth Police Department to secure funds for wellness programming only and is not to be slwred outside this prods.. If you have questions, please let us know. Our Director of Business Development. Dena .McPherson, will assist you when you are ready to move forward. You can contact her at deoaw�aflrst.org or 214-546-7178. It is an honor to serve Ft Worth Police Department. Vendor Services Agreement Page 13 of 13 M&C Review Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas FORT WORTI I `14�- REFERENCE **M&C 25- 35FY26 FIRST DATE: 2/25/2025 NO.: 0176 LOG NAME: RESPONDERS MENTAL HEALTH GRANT CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Ratify Application for, and Acceptance of, if Awarded, the Office of the Governor, Criminal Justice Division, First Responders Mental Health Grant to Occur in Fiscal Year 2026 in an Amount Up to $250,000.00, Adopt Resolution, Authorize Execution of Related Grant Agreement, Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the Grant Operating Federal Fund, in an Amount Up to $200,000.00, and Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the Grant Operating Federal Fund, in an Amount Up to $50,000.00 for Grant Match, as a Transfer from the Crime Control Prevention District that is Included in the Fiscal Year 2026 Budget RECOMMENDATION: It is recommended that the City Council: 1. Ratify application for, and acceptance of, if awarded, the Fiscal Year 2026 First Responders Mental Health Grant from the Office of the Governor, Criminal Justice Division, in an amount up to $250,000.00; 2. Authorize the execution of a grant agreement with the Office of the Governor, Criminal Justice Division for the Fiscal Year 2026 First Responders Mental Health Grant; 3. Adopt the attached resolution to make assurances as required by the State of Texas, Office of the Governor, Criminal Justice Division; 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund in an amount up to $200,000.00 subject to award and receipt of grant funds for the purpose of funding the Fiscal Year 2026 First Responders Mental Health Grant; and 5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund, in an amount up to $50,000.00 for grant match, as a transfer from the Crime Control Prevention District that is included in the Fiscal Year 2026 budget for the purpose of funding the Fiscal Year 2026 First Responders Mental Health Grant. DISCUSSION: The purpose of the Office of the Governor (OOG), Criminal Justice Division, First Responder Mental Health Program is to provide services and assistance directly to officers and first responders to address direct and indirect trauma that occurs in the course of their normal duties either as the result of the commission of crimes by other persons or in response to an emergency. The OOG Office seeks to support projects that allow for the identification and expansion of promising practices that follow the principles of quality -driven, evidence -based, accessible, and memorable support services. The objectives of the program are to: Provide a confidential, specialized, evidence -based approach to treating and reducing stress for officers and first responders Improve coping mechanisms/strategies Increase morale and productivity Reduce the stigma associated with seeking help by providing safe, effective, and confidential http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33041 &councildate=2/2 5/202 5 1 /6/2026 M&C Review Page 2 of 2 services. The City of Fort Worth Police Department would like to continue to bolster and strengthen the department's Wellness and Resiliency program to generate awareness and serve as a symbol to end the stigma associated with seeking help. The chips available to all first responders represent access to fully anonymous mental health services at no cost to employees. Essentially, an employee can obtain confidential counseling and mental health services for free. Service providers are selected based on their understanding of the unique challenges police officers face serving the community. Chips are available to every first responder and represent one counseling session. The funding from this grant will provide for up to 1600 counseling sessions. Indirect costs are allowed and will be accepted at our allowable rate of 3.51\%. Match is required for this grant. This is a reimbursement grant. The Grant Tracking Application Number is GRNT-APPL- 0000000113. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the current operating budget, as appropriated, in the Grants Operating Federal Fund. The Police Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. This is a reimbursement grant. F Fund Department Account Project ID I I ID Fund Department Account Project ID I I ID Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget Reference # Amount Year I (Chartfield 2) William Johnson (5806) Neil Noakes (4212) Neil Noakes (4212) 35FY26 FIRST RESPONDERS MENTAL HEALTH GRANT funds avail.docx (CFW Internal) FID FY26 First Responders Mental Health Grant FID-1.XLSX (CFW Internal) ORD.APP_35FY26 FIRST RESPONDERS MENTAL HEALTH GRANT _21001_A025(r4).docx (Public) ORD.APP_35FY26 FIRST RESPONDERS MENTAL HEALTH GRANT _26001_A025(r5).docx (Public) RES FY26 First Responder Mental Health Resolution.docx (Public) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33041 &councildate=2/2 5/202 5 1 /6/2026 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: F1RST — FIRST SPORTS ACADEMY LLC Subject of the Agreement: Mounted Patrol location. Vendor will provide Equine -Assisted Wellness Sessions at the Police M&C Approved by the Council? * Yes 8 No ❑ 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 "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 10/1/2025 If different from the approval date. Expiration Date: 9/30/2026 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. Project 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 processing in the following 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.