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HomeMy WebLinkAbout065134 - General - Contract - Michael P. Cleary dba Automotive Technical Support Services (ATSS)CSC No. 65134 ADDENDUM TO SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND MICHAEL P. CLEARY dba AUTOMOTIVE TECHNICAL SUPPORT SERVICES ("ATSS") This Addendum to Services Agreement ("Addendum") is entered into by and between Michael P. Cleary dba Automotive Technical Support Services ("ATSS") ("Vendor"), and the City of Fort Worth ("City"), individually referred to as "party" and collectively the "parties", for automotive Instructor -Led Training services. The Contract documents shall include the following: 1. This Addendum; 2. The ATSS Services Agreement; 3. Exhibit A, Statement of Work; 4. Exhibit B, Payment Schedule; 5. Exhibit C, ATSS Course Catalog; and 6. Exhibit D, Professional Services Justification Notwithstanding any language to the contrary in the attached ATSS Services Agreement and Exhibits A, B, C, and D (collectively referred to herein as the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each parry 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 expires one year later ("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 mutual agreement, each a "Renewal Term." 2. Compensation. Total compensation under this Agreement will not exceed One - Hundred Thousand dollars and zero cents ($100,000.00) 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. Addendum OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 20 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 parry 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 FundingOut. 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 the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without 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 Obligations 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 services 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. Attorneys' Fees, Penalties, and Liquidated Damages. 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 terms 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 Addendum Page 2 of 20 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: TO VENDOR: City of Fort Worth Michael P. Cleary Attn: Assistant City Manager dba Automotive Technical Support 100 Fort Worth Trail Services Fort Worth, TX 76102 2218 Gamay Lane Paso Robles, CA 93446 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. Sovereign Immunity. 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. 10. Limitation of Liability and Indemnity. TO THE EXTENT THE AGREEMENT, IN ANY WAY, LIMITS THE LIABILITY OF VENDOR 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 Addendum Page 3 of 20 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 WH TEVER 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 RIGH TO CONDUCT THEIDEFENSE 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 SE 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 DELIVERABLES) 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 WH CH 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 adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Addendum Page 4 of 20 Vendor under the Agreement or in connection with the 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 Breach. 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 BUT ONLY TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF VENDOR. 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. 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 Addendum Page 5 of 20 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 Controlling. If any provisions of the attached Agreement, 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. Immigration and Nationality 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 Boycott 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 Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written 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. Addendum Page 6 of 20 21. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 22. Right 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. 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. Signature. 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 parry, 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) Addendum Page 7 of 20 ACCEPTED AND AGREED: CITY OF FORT WORTH ✓aA, W - By: Valerie Washington (Apr 30, 2026 21:41:56 CDT) Name: Valerie Washington Title: Assistant City Manager Date: 04/30/2026 APPROVAL RECOMMENDED: BY: Name: Marilyn Marvin Title: Property Management Director 4.a4t4UQnsIl� ATTEST: Q4L �� �o paao ° ono c_o =o v8 a d QIlnTBXA 5.od By: Q Name: Jannette Goodall Title: City Secretary VENDOR: Michael A Cleary, dba Automotive Technical Support Services ("ATSS") Mike CGeg-� By: Mike Cleary (Apr 27, 2026 2:41:51 CDT) Name: Michael P. Cleary Title: Owner & Founder of ATSS, Director of Technical Training Date: 04/27/2026 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. By: Jeffrey Cope (Apr 27, 2026 13:17:09 CDT) Name: Jeff Cope Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: Qeu�cuz ,A�cvu� By: OO Name: Jordan P. Alvarez Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: N/A Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 8 of 20 AUTOMOTIVE TECHNICAL SUPPORT SERVICES SERVICES AGREEMENT This Agreement is entered into upon the signing of the Agreement by the Assistant City Manager ("Effective Date"), between Michael P. Cleary, dba Automotive Technical Support Services (referred to as "ATSS"), and the City of Fort Worth, Texas, (referred to as "Client"), being represented by Anthony Jasso, Fleet Superintendent. The parties agree as follows: 1. Services: ATSS has agreed to provide automobile instruction and consulting services regarding the diagnosis and repair of automobiles and trucks. For the purpose of this agreement, ATSS will provide the following service: Seminar presentation: o Ford Hybrid Explorer Police Interceptor: Hybrid & Network Architecture: 3 days o Ford Electronic Engine Control: Gas Engine Operations & Diagnostics: 3 days o Ford 6.7L Powerstroke Diesel: Engine Controls and Diagnostics: 3 days o GMElectronic Engine Control: Gas Engine Operations & Diagnostics: 3 days o Expert Electricity & Electronics Diagnostics: 3 days o Ford Diagnostic & Repair System (FDRS): VCM Scan Tool Operation: 3 days There are no representations or guarantees of any kind being made by ATSS regarding any specific automobile diagnosis or repair. 2. Terms of Agreement: ATSS agrees to perform any of the above noted seminars, from 8:00 AM to 5:00 PM, with a one -hour lunch break, on dates mutually agreeable to the parties, at the client's Maintenance Facility in Fort Worth, Texas. The maximum number of attendees permitted to attend is limited to 12. 3. Payment to Michael P. Cleary dba ATSS: The Client agrees to pay Michael P. Cleary a fee of $13,200.00 USD per 3-day seminar. All payments will be made in American dollars. A statement for the balance due for the seminar fees will be submitted to the Client by ATSS after the completion of the services rendered, as noted above, and payable upon receipt of this statement. Payments received more than 30 days after receipt of final statement will incur a flat 15% late fee. 4. Cancellation Agreement: In the event of cancellation or change of service date(s) by ATSS, the Client will not be held liable for any fees incurred by ATSS as a result of the Addendum Page 9 of 20 cancellation or change of date(s). In this case, ATSS will reimburse Client for all fees paid within 10 days of cancellation. In the event of cancellation or change of service date(s) as requested by the Client, the Client assumes all liability for all expenses incurred because of the cancellation or change of service date(s). These expenses include penalties and non-refundable expenses incurred by ATSS for cancellation or change of venue for the following (as applicable): airfare and ground transportation, hotel and parking expenses, postage required to mail any supplies, equipment, manuals, or materials necessary to provide services outlined in section 1, and printing cost incurred for manuals and materials shipped to Client. If Client cancels services within 45 calendar days of the event, additional non-refundable fees, penalties, and expenses incurred that could have been encompassed in the award, and that are not already made a part of the Agreement, may be added based on statements provided from the Vendor. If Client cancels services within 45 calendar days of the event, the Vendor may submit a statement of non-refundable expenses incurred that are not already part of the Agreement. Client will review these expenses, and if deemed reasonable and necessary, they may be reimbursed. If the City accepts the documentation, it shall be considered as an addendum to this agreement, but is not required to be filed in the City records. The Parties will maintain all expense documentation for the 3-year Audit period included herein. 5. Release of Claims: Michael P. Cleary dba ATSS is released from any and all claims, causes of action or damages of any type as the result of his providing instructional and consulting services. 6. Manuals and Materials: Client acknowledges and agrees that ATSS is the owner of a copyright to all manuals and materials provided by ATSS. The information provided by ATSS is for the personal non-commercial use of the undersigned, and will not be reproduced or used in any manner without the express written consent of ATSS. Additionally, ATSS will provide all course materials in electronic format to Client for Client to distribute to course attendees at Client's discretion (print or electronically) and Client's expense for course attendees. 7. Equipment availability: Client agrees to make available to ATSS the following equipment deemed necessary by ATSS to provide services: Training facility with Internet Addendum Page 10 of 20 access, projector screen, presentation projector, chairs and tables for the attendees, training vehicles as needed, scan tools as needed, and hand tools as needed. 8. Occurrence of Legal Fees: In the event ATSS is required to pay any legal fees in order to enforce this contract, the Client agrees to pay these fees. 9. Affiliation: ATSS is not affiliated in any manner with any automobile manufacturer or any other automobile business. 10. Independent Contractor: Both the Client and Michael P. Cleary agree that Michael P. Cleary will act as an independent contractor in the performance of the duties under this contract. Accordingly, Michael P. Cleary shall be responsible for payment of all taxes including Federal, State, and local taxes arising out of the services rendered in accordance with this contract, including by way of illustration but not limitation, Federal and State Income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required. 11. Acknowledgement: Michael P. Cleary Date Client Representative Date Addendum Page 11 of 20 EXHIBIT A STATEMENT OF WORK This Statement of Work (SOW), between the City of Fort Worth ("City") and Michael P. Cleary dba Automotive Technical Support Services ("ATSS"), is entered into by the parties and effective as of the date of the Agreement. 1.0 PURPOSE The City of Fort Worth Property Management Department requests training/facilitation services to provide Fleet Division automotive technicians with technical automotive skills. 2.0 SCOPE OF SERVICES 2.1 The Vendor will provide in -person 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. 2.2 The Vendor will provide all supervision, personnel, licenses, certifications, transportation and supplies necessary for providing ILT services. 2.3 SCHEDULING AND CANCELLATIONS 2.3.1 The Parties will mutually agree on the dates and times for live training events. Course selection(s) will be made in writing by an authorized Property Management employee to the Vendor. Vendor will confirm course selection(s), date, and time, then issue a quote for the selection(s). 2.3.2 If there is a need to cancel or reschedule a live event, notice will be made to the other Party in writing. The Parties will agree on a new date for the live training event within ten (10) business days of the notice of cancellation/rescheduling. 2.3.3 If either Party cancels or reschedules a live event with written notice forty- six (46) or more days prior to the scheduled live training date, there will be no charge/fee for cancellation/rescheduling. 2.3.4 If Vendor must cancel or reschedule a live event with written notice forty- five (45) or fewer business days prior to the scheduled live training event date, Vendor will reschedule the same live training event and be responsible for all costs related to the notice to reschedule. Addendum Page 12 of 20 2.4 COURSES 2.4.1 The following courses represent the City's current selections and are provided for planning purposes. Final course selection and scheduling will conform to this Agreement. Training Course Duration Ford Hybrid Explorer Police Interceptor: Hybrid & Network 3 days Architecture Ford Electronic Engine Control: Gas Engine Operations & Diagnostics 3 days Ford 6.7L Powerstroke Diesel: Engine 3 days Controls and Diagnostics GM Electronic Engine Control: Gas 3 days Engine Operations & Diagnostics Expert Electricity & Electronics 3 days Diagnostics Ford Diagnostic & Repair System 3 days (FDRS): VCM Scan Tool Operation 2.4.2 Vendor will advise when two courses can be combined into a 5-day course (i.e., Ford Diagnostic & Repair System (FDRS): VCM Scan Tool Operation can be combined with any other Ford class listed to make a 5-day course). 2.4.3 Vendor's rate is $4,400.00 per day for training courses/seminars. 2.5 LOCATION AND EQUIPMENT 2.5.1 The City will provide access to the Fleet classroom at the James Avenue Service Center, 5021 James Ave., Fort Worth, Texas 76115. 2.5.2 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 internet access and audio/visual display screens for presentations. Addendum Page 13 of 20 2.5.3 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. 2.5.4 The Vendor will be responsible for bringing computer hardware (i.e. laptop, thumbdrive, etc.) and presentation software to present the live training event. 3.0 QUOTES, PURCHASE ORDERS, AND INVOICES 3.1 All quotes must be approved in writing prior to the issuance of a Purchase Order. 3.1.1 All revised quotes must be approved in writing prior to billing, and a revised Purchase Order must be issued before performing any services. 3.2 The Vendor must obtain a Purchase Order number before performing any services. 3.3 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. 3.3.1 If the final invoice needs to be updated for any reason, the date on the final invoice must be updated to match the date the revised invoice was submitted for processing. Addendum Page 14 of 20 EXHIBIT B PAYMENT SCHEDULE Description Unit of Unit Cost Measure Training Class, On Site, Three -Day Seminar, EA $13,200.00 Hands On, 12 Students Max, Digital Course Materials Training Class, On Site, Per Day, Hands On, 12 DA $4,400.00 Students Max, Digital Course Materials Fee, City Cancellation, 45-days or less from EA $900.00 scheduled training Fee, 15% late fee for invoices paid more than 30 EA $1,980.00 days from final statement Addendum Page 15 of 20 EXHIBIT C ATSS COURSE CATALOG PROFESSIONAL AUTOMOTIVE TRAINING AND CONSULTING SEMINAR CATALOG 2025-2026 Contact Information MIKE CLEARY Phone (559)307-7349 Email mclearv@atsstraining.com Addendum Page 16 of 20 HYBRID ELECTRIC ENGINE PERFORMANCE VEHICLE Ford F150 Lightening: Electric Ford Electronic Engine Control Vehicle Operations & Diagnostics Gas Engine Operations & Diagnostics Ford Mustang Mach-e: Electric Ford 6.7L Powerstroke Diesel Vehicle Operations and Engine Controls and Diagnostics Diagnostics Ford Hybrid Explorer Police Ford 6.41, Powerstroke Diesel: Interceptor: Hybrid & Network Engine Controls and Architecture Diagnostics Ford Maverick Pickup: Hybrid & Ford 6.01, Powerstroke Diesel: Network Architecture Engine Controls and Diagnostics Chevrolet Blazer: Electric Vehicle Ford 7.31, Powerstroke Diesel: Operations & Diagnostics Engine Controls and Diagnostics Chevrolet Bolt: Electric Vehicle GM Electronic Engine Control: Operations & Diagnostics Gas Engine Operations & Diagnostics Nissan Leaf: Electric Vehicle Operations & Diagnostics ELECTRICITY & ELECTRONICS Expert Electricity & Electronics Diagnostics Ford Integrated Diagnostic System (IDS): VCM Scan Tool Operation Ford Diagnostic & Repair System (FDRS): VCM Scan Tool Operation Addendum Page 17 of 20 EXHIBIT D PROFESSIONAL SERVICES JUSTIFICATION 11/12125. 1:04 PM atsstraining.com/about Automotive Educator I Industry Consultant Mike Cleary stands as one of the automotive industry's most respected technical authorities. With an unparalleled depth of knowledge spanning over four decades, Mike has dedicated his career to advancing automotive diagnostic excellence and sharing that expertise with technicians worldwide. G 45 years of automotive experience G Founding board member of Ford's Professional Technician Society 23 8x Ford Senior Master Technician award winner G Recognized Contributor to Ford Motor Company 6.01- Powerstroke Diesel Program Improvements �✓ Owner & founder of ATSS, Director of Technical Training https:flatsstraining.com/about Addendum Page 18 of 20 11/1225, 1:04 PM atsstra in ing. corn/about G International Presenter at Government Fleet, PWX & ASTA Expos, ADS, VISION, Automechanika Canada and major industry events G Published author in Government Fleet, Motor Age, Master Technician magazines G Chief Technical Officer at Cleary Automotive Read Full Biography 45+ 350+ Years Experience Seminars 1000S 5 Attendees Countries Education & Professional Certifications G ASE Automobile Advanced Engine Performance (1-1) G ASE Master Heavy Truck Technician G ASE Heavy Truck Advanced Engine Performance (1-2) G ASE Master Automobile Technician t;✓j ASE Hybrid/Electric Vehicle Specialist (1-3) G ASE Alternate Fuels Specialist (F1) CJ Ford Motor Company Senior Master Technician (13 years Dealership Experience) CJ Ford Motor Company Diesel Specialist CJ California Certified Advanced Emissions Specialist (✓ Bachelor of Science, Industrial Technology-Automotive/Management, California State University, Fresno Professional Memberships (; Ford Motor Company Professional Technician Society Advisory Board G International Automotive Technicians' Network G Society of Automotive Engineers G Association of Diesel Specialists http s://atsstrai n in g. com/a bou t 4 /5 Addendum Page 19 of 20 11/12/25, 1:04 PM atsstraining.com/about G Canadian Auto Repair and Service Magazine Advisory Panel ATSS Automotive Technical Support Services ATSS - Providing professional training & consulting for the automotive industry. Quick Links Home About Mike Training & Services Registration Contact Contact Information % (559) 307-7349 e mcleary@atsstraining.com ® 2025 Mike Cleary's Automotive Technical Support Services (ATSS). All rights reserved. Terms & Conditions / Privacy Policy https:/Iatsstraining.com/about 5/5 Addendum Page 20 of 20 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: MICHAEL P. CLEARY dba AUTOMOTIVE TECHNICAL SUPPORT SERVICES ("ATSS") Subject of the Agreement: Automotive Instructor -Led Training services 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 "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. When reviewing the vendor contract, the vendor did not indicate any part of the documentation is confidential. 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. 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.