PAGE 1 DCTA AND ____________________________

AGREEMENT FOR CONTRACTOR SERVICES

STATE OF TEXAS §

§ AGREEMENT FOR CONTRACTOR SERVICES

COUNTY OF DENTON §

This Agreement for Contractor Services (“Agreement”) is made by and between DCTA of Denton County Transportation Authority (“DCTA”) and ______________________________ (“Contractor”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives.

RECITALS:

WHEREAS, DCTA desires to engage the services of Contractor as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor desires to render services [brief description of services], as more fully described in Exhibit “A” attached hereto and made a part herein by reference, and in accordance with the terms and conditions set forth in this Agreement; and

NOW THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

Article I Term

1.1 The Term of this Agreement shall commence on the last date of execution hereof (the “Effective Date) and shall continue until completion of services, unless sooner terminated as provided herein..

1.2 Either Patty may terminate this Agreement by giving thirty (30) days prior written notice to the other Party. In the event of such termination, the Company shall be entitled to compensation for any services completed to the reasonable satisfaction of DCTA in accordance with this Agreement prior to such termination.

Article II Contract Documents

2.1. This Agreement consists of the following items:

(a) This Agreement; and

(b) Scope of Services provided by Contractor (attached as Exhibit “A”).

Addendum 1 EXHIBIT B Sample DCTA FORM Agreement

PAGE 2 DCTA AND ____________________________

2.2 In the event there exists a conflict in interpretation, the documents shall control in the order listed above. These documents shall be referred to collectively as “Contract Documents.”

Article III

Scope of Services

The Parties agree that Contractor shall perform the services specifically set forth under Exhibit “A”

Article IV

Schedule of Work

Contractor agrees to commence services upon a Notice to Proceed from DCTA and to perform the required services in accordance with a schedule mutually agreed upon by DCTA and Contractor. Any work performed or expenses incurred by Contractor prior to Contractor's receipt of a Notice to Proceed from DCTA shall be entirely at Contractor's own risk.

Article V

Compensation

5.1 DCTA shall compensate Contractor for the services performed under this Agreement in an amount set forth in Exhibit “A”.

5.2 DCTA shall pay Contractor within thirty (30) days of the receipt of a proper invoice provided there are no errors or discrepancies and that all work noted on the invoice has been completed. Any errors, discrepancies or the invoicing of work not completed may result in a delay in payment.

5.3 Contractor shall submit invoices for services rendered under this Agreement to:

accountspayable@dcta.net

Article VI Devotion of Time; Personnel; and Equipment

6.1 Contractor shall devote such time as reasonably necessary for the satisfactory performance of the work under this Agreement. Should DCTA require additional services not included under this Agreement, Contractor shall make reasonable efforts to provide such additional services at mutually agreed charges or rates, and within the time schedule prescribed by DCTA, and without decreasing the effectiveness of the performance of services required under this Agreement.

6.2 To the extent reasonably necessary for Contractor to perform the services under this Agreement, Contractor shall be authorized to engage the services of any agents, assistants, persons, or corporations that Contractor may deem proper to aid or assist in the performance of mailto:accountspayable@dcta.net

PAGE 3 DCTA AND ____________________________

the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Contractor.

6.3 Contractor shall furnish the facilities, equipment, telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein.

Article VII Relationship of Parties/Independent Contractor

It is understood and agreed by and between the Parties that in satisfying the conditions of this Agreement, Contractor is acting independently, and that DCTA assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of DCTA. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. As such, DCTA shall not: train Contractor, require Contractor to complete regular oral or written reports, require Contractor devote its full-time services to DCTA, or dictate Contractor’s sequence of work or location at which Contractor performs its work.

Article VIII Suspension of Work

DCTA shall have the right to immediately suspend work by Contractor if DCTA determines in its sole discretion that Contractor has, or will fail to perform, in accordance with this Agreement. In such event, any payments due Company shall be suspended until Contractor has taken satisfactory corrective action.

Article IX Availability of Funds

If monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, this Agreement shall be canceled and Contractor may only be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of services delivered under this Agreement or which are otherwise not recoverable.

The cost of cancellation may be paid from any appropriations for such purposes.

Article X Insurance

Contractor shall provide and maintain for the duration of this Agreement, and for the benefit of DCTA (naming DCTA and its officers, agents and employees as additional insureds), insurance coverage in full force and effect as set forth in Exhibit “B.” Contractor shall provide a signed Certificate of Insurance verifying that Contractor has obtained the required insurance coverage for DCTA prior to the Effective Date of this Agreement.

PAGE 4 DCTA AND ____________________________

Article XI Indemnification

DCTA SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY

OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING

FROM THE SERVICES OF CONTRACTOR PURSUANT TO THIS AGREEMENT.

CONTRACTOR HEREBY WAIVES ALL CLAIMS AGAINST DCTA, ITS

OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN

THIS SECTION AS "DCTA") FOR DAMAGE TO ANY PROPERTY OR INJURY

TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY

CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF

DCTA. CONTRACTOR AGREES TO INDEMNIFY AND SAVE HARMLESS

DCTA FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES,

CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS' FEES

AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF INJURY TO

OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO

THE EXTENT CAUSED BY THE CONTRACTOR'S NEGLIGENT

PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON

OF ANY ACT OR OMISSION ON THE PART OF CONTRACTOR, ITS

OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,

REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,

SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY,

CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR

ARE ATTRIBUTED TO SOLE NEGLIGENCE OF DCTA). IF ANY ACTION OR

PROCEEDING SHALL BE BROUGHT BY OR AGAINST DCTA IN CONNECTION

WITH ANY SUCH LIABILITY OR CLAIM, CONTRACTOR, ON NOTICE FROM

DCTA, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT

CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY

SATISFACTORY TO DCTA. CONTRACTOR'S OBLIGATIONS UNDER THIS

SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF

INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY

CONTRACTOR UNDER THIS AGREEMENT. THIS PROVISION SHALL

SURVIVE THE TERMINATION OF THIS AGREEMENT.

Article XII Miscellaneous

12.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the Parties and supersedes any prior understandings written or oral agreements between the Parties with respect to this subject matter.

12.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement.

PAGE 5 DCTA AND ____________________________

12.3 Assignment. Contractor may not assign this Agreement in whole or in part without the prior written consent of DCTA. In the event of an assignment by Contractor to which DCTA has consented, the assignee shall agree in writing with DCTA to personally assume, perform, and be bound by all the covenants, and obligations contained in this Agreement.

12.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns.

12.5 Governing Law. The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said Court.

12.6 Amendments. This Agreement may be amended by the mutual written agreement of the Parties.

12.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

12.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination.

12.9 Recitals. The recitals to this Agreement are incorporated herein.

12.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein:

If intended for DCTA: With Copy to:

Paul A. Cristina Joseph J. Gorfida, Jr.

Chief Executive Officer Nichols Jackson, L.L.P.

DCTA 500 North Akard Street 1955 Lakeway Drive, Suite 260 1800 Ross Tower Lewisville, Texas 75057 Dallas, Texas 75201 Phone: (972) 221-4600 Phone: (214) 965-9900

PAGE 6 DCTA AND ____________________________

If intended for Contractor:

12.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the Parties hereto.

12.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes.

12.13 Audits and Records. Contractor agrees that during the term hereof, DCTA and its representatives may, during normal business hours and as often as deemed necessary, inspect, audit, examine and reproduce any and all of Contractor’s records relating to the services provided pursuant to this Agreement for a period of one year following the date of completion of services as determined by DCTA or date of termination if sooner.

12.14 Conflicts of Interests. Contractor represents that no official or employee of DCTA has any direct or indirect pecuniary interest in this Agreement.

12.15 Compliance with Federal, State & Local Laws. Contractor shall comply in performance of services under the terms of this Agreement with all applicable laws, ordinances and regulations, judicial decrees or administrative orders, ordinances, and codes of federal, state and local governments, including all applicable federal clauses.

12.16 Force Majeure. No Party will be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, acts of terrorism or any similar cause beyond the reasonable control of such party, provided that the non-performing party is without fault in causing such default or delay. The non-performing Party agrees to use commercially reasonable efforts to recommence performance as soon as possible.

12.17 Boycott Israel; Boycott Energy Companies; and Prohibition of Discrimination against Firearm Entities and Firearm Trade Associations.

(a) Contractor verifies that it does not Boycott Israel and agrees that during the term of the Agreement will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended.

PAGE 7 DCTA AND ____________________________

(b) Contractor verifies that it does not Boycott Energy Companies and agrees that during the term of this Agreement will not Boycott Energy Companies as that term is defined in Texas Government Code Section 809.001, as amended.

(c) Contractor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association as those terms are defined in Texas Government Code Section 2274.001, as amended; and (ii) will not discriminate during the term of this Agreement against a firearm entity or firearm trade association.

(d) This section does not apply if Contractor is a sole proprietor, a non-profit entity, or a governmental entity; and only applies if: (i) Contractor has ten (10) or more fulltime employees and (ii) this Agreement has a value of $100,000.00 or more to be paid under the terms of this Agreement.

(signature page to follow)

PAGE 8 DCTA AND ____________________________

EXECUTED this _______ day of _____________________, 2024.

Denton County Transportation Authority

By: __________________________________________ Paul A. Cristina, Chief Executive Officer

Approved as to form:

By: ___________________________________ Joseph J. Gorfida, Jr., City Attorney

EXECUTED this _______ day of _____________________, 2024.

Contractor

By: __________________________________________

Name: __________________________________________

Title: __________________________________________

EXHIBIT

“A”

DCTA AND ________________________________

EXHIBIT “A”

Scope of Services

EXHIBIT

“B”

DCTA AND ________________________________

EXHIBIT “B”

Insurance Coverage Required

Procurement and Evidence of Insurance. Contractor must provide DCTA with a certificate or copy of its insurance policy(s) evidencing the coverage and coverage provisions identified below no later than ten (10) days prior to the Performance. All insurance companies and coverage must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must have an A.M. Best’s rating A- or greater.

All such insurance, with the exception of workers compensation, shall name DCTA as an additional insured and provide for a waiver of subrogation against DCTA for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. Each policy and renewals or replacements thereof shall provide that it will not be canceled, non-renewed or material change except with thirty (30) days advance written notice to DCTA. Evidence of such insurance shall be provided to DCTA by delivering certificate(s) of insurance and policy endorsements.

Coverage and Limits. The insurance required under this paragraph shall provide for the following coverages and limits:

a. Workers’ compensation and employers’ liability insurance as required by applicable law and the Special Provisions to this Agreement.

b. Commercial general liability insurance for bodily injury and property damage, including limited contractual liability coverage in not less than the following amounts:

i. General Aggregate Limit $2,000,000 each occurrence and

ii. Each Occurrence Limit $1,000,000 each occurrence.

Commercial automobile liability insurance coverage, including non-owned and hired, covering all owned, hired or non-owned vehicles including the loading or unloading thereof with limits not less than $1,000,000.

4881-1621-9068, v. 1