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HomeMy WebLinkAboutContract 51994 C!TY SECRETARY CONTRACT NO. VENDOR SERVICES AGREEMENT Bryan S. Cook 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 Susan Alanis, its duly authorized Assistant City Manager, and Bryan S. Cook ("Vendor"), each individually referred to as a"party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: This Agreement and supporting documents shall include the following: 1. Exhibit A—Scope of Services; 2. Exhibit B—Price Schedule; 3. Exhibit C—Verification of Signature Authority Form; and 4. Exhibit D—Insurance Requirements—N/A Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Provide Project Management Professional (PMP) Certification training. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on the Effective Date,as established herein,and shall expire thirty days after completion of the Services, unless terminated earlier in accordance with this Agreement. This agreement may be renewed for up to two(2)additional terms. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement shall not exceed the amount of Forty-two thousand Dollars ($42,000.00). Vendor shall 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 shall 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 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which npp nPdations were OFFICIAL RECORD RECEIVED CITY SECRETAR MAR 4 2019 Vendor Services Agreement Bryan S. Cook FTP 'Wft�Thoff* CITY OF FORT�VORTH CITY SFCR.�Lq c, 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 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 this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall 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 shall 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 shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor 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 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 shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract,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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendor Services Agreement Bryan S. Cook Page 2 of 16 Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a co-employer or a joint employer of Vendor or any officers,agents,servants,employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants,employees or contractors of Vendor shall be entitled to any employment benefits from City. Vendor shall 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 subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING 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, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark,trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall 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 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 City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with 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, City's assumption of payment of costs or expenses shall 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 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 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's authorized use of the software and/or documentation; or (c) replace the software and/or Vendor Services Agreement Bryan S. Cook Page 3 of 16 documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its primary duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall 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 for primary duties,such subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Insurance requirements are found on Exhibit D. Not applicable,insurance requirements have been waived for this contract. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall 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, 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 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 electronic means with confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: Vendor Services Agreement Bryan S. Cook Page 4 of 16 To CITY: To VENDOR: City of Fort Worth Bryan S. Cook Transportation and Public Works 11267 W Petunia Drive Attn: Jennifer Roberts, PE,Engineering Manager Boise, Idaho 83709 200 Texas Street Fort Worth, TX 76102-6314 Tel: (972)207-2677 Tel: 817-392-8447 Email: Email: Jennifer.roberts@fortworthtexas.gov bryan.s.cook@hdrinc.com With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall 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 shall 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 shall 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 shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to Vendor Services Agreement Bryan S.Cook Page 5 of 16 force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement including its Exhibits. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including its Exhibits, 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 shall, for all purposes, be deemed an original, but all such counterparts shall 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 shall 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 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, Vendor Services Agreement Bryan S. Cook Page 6 of 16 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. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall 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 shall 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 shall 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 thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has 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 whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE I v COMPANY NAME OR OWNERSHIP Vendor shall 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 so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. Vendor Services Agreement Bryan S. Cook Page 7 of 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of February 2019, to be effective as of the date subscribed by the City's Assistant City Manager ("Effective Date"). (signature page and exhibits follow) Vendor Services Agreement Bryan S. Cook Page 8 of 16 ACCEPTED AND AGREED: CITY OF FORT WORTH: VENDOR: 1:51 Bryan S. Cook By: PusaAlanis et� !y CO&� Assisfstant City Manager By: a Bryan S,Cook Sole Proprietor Date: Date: 02-20-2019 APPROVAL RECOMMENDED: By: cn, Name:' teve Cooke Title: Interim Director,TPW ATTEST- 0 C .0 %70 By: Name: M ayser' Title: City Secretary _7 tz APPROVED AS TO FORM AND LEGALITY: 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 By: Q- 62QCP- reporting requirements. Name: Douglas Black Title: Assistant City Attorney �:f CONTRAC,T,AUTHORIZATION: By': L114 M&C: Jennifer Roberts DATE: Title: Engineering Manager 1295: OFFICIAL RECORD Vendor Services Agreement Bryan S.Cook Page 9 of 16 EXHIBIT A SCOPE OF SERVICES Project Management and Project Management Professional (PMP) Certification Course- City of Fort Worth, Texas Offered By Bryan S. Cook Project Training Solutions BACKGROUND The Project Management Professional (PMP)® is the most important industry- recognized certification for project managers. You can find PMPs leading projects in nearly every country and, unlike other certifications that focus on a particular geography or domain, the PMP® is truly global. The PMP can also provide a significant advantage when it comes to salary and earning potential. Among survey respondents to PMI's Earning Power Salary Survey, those with a PMP certification garner a higher salary (20% higher on average) than those without a PMP certification. The City of Fort Worth benefits as well. When more than one-third of their project managers are PMP-certified, organizations complete more of their projects on time, on budget and meeting original goals. (Pulse of the Profession® study, PMI, 2015.) Approximately two out of five candidates fail their first attempt at the PMP exam. The City of Fort Worth's PMP Certification course continues to be very successful with almost all candidates passing on the first try. The course is held twice a year in April and October, and provides the following: This is a 35 hour course over four days and based on a proven trilogy of: 1 . PMBOK instruction and presentations; 2. Real life case studies for each of the ten PM knowledge areas; and, 3. Exercises and applications in the 49 PM processes. This is a fully comprehensive and effective Project Management/PMP Certification Preparatory course that will include the following: 1 . PMBOK 6th edition Text 2. Agile Practice Guide Text 3. 13 PMBOK written practice tests 4. Website that includes online practice exams, questions and answers, dictionary, and flash cards 5. Flash Drive of the course material and Project Management Best Practices Forms, Tools and Techniques for participant use (approximately 180 files) Vendor Services Agreement—Exhibit A Page 10 of 16 6. Project Management Course Certificate 7. Case Studies, basic and advanced 8. Coffee, sodas, water, and pastries each day 9. Lunch provided on the last day for the Mock PMP Exam (LUNCH Monday through Thursday on your own) COURSE OUTLINE Introduction Why Perform Project Management? Top 10 Reasons Projects Fail Project Success Factors Definition of a Project Definition of Project Management The Five Process Groups Project Management Knowledge Areas Projects, Programs, and Portfolios The Project Life Cycle Project Management Maturity Assessment and Model Project Initiation and Planning Project Risk Management Risk Identification Risk Assessment and Analysis Planning Risk Responses Strategies for Negative Risks or Threats Avoidance Transference Mitigation Acceptance Monitor and Tracking Risks Work Breakdown Structure (WBS) Why use a Work Breakdown Structure? Work Breakdown Structure Guidelines Project Scope of Work Scope Definition Special Considerations Introductory Scope Statement & Objectives Scope Activity Definition Project Scheduling Activity List and Sequencing Leads and Lags Resource Leveling Schedule Compression Crashing the Schedule Fast-tracking Vendor Services Agreement—Exhibit A Page 11 of 16 Scheduling Tools Cost Estimating Budget Development Earned Value Management Earned Value Formula and Interpretation Elements of the Project Management Plan 1.0 Project Purpose 2.0 Scope of Services and Work Breakdown Structure 3.0 Schedule 4.0 Budget and Cost 5.0 Document Production, Distribution, and Control 6.0 Project Design Criteria and Technical Requirements 7.0 Stakeholder and Project Team 8.0 Quality Plan 9.0 Procurement Plan (if applicable) 10.0 Change Management Plan 11 .0 Communication Plan 12.0 Risk Management Plan 13.0 Safety Plan 14.0 Project Closeout Communications Management Audience Information Needs Media Timing Responsibilities Stakeholder Management High Level Stakeholder Analysis Detailed Stakeholder Analysis Power Proximity Receptiveness (rating of 1 to 5) Level of Support (rating of 1 to 5) Level of Support Change Management Submit Change Request Review Change Request Identify Change Feasibility Approve Change Request Implement Change Request Prosect Execution Project Execution Activities Manage Project Work and Deliverables Status Meetings Scope Change Management Vendor Services Agreement—Exhibit A Page 12 of 16 Update Project Management Plan and Schedule Perform Quality Assurance Project Risk Updates Issues Management Produce and Distribute Documentation Project Recovery Process Indicators of a Project in Trouble Top Five Causes of Troubled Projects Troubled Project Steps Recovery Initiation Define the Process with the Sponsor Understand the Project History and Sensitivities Establish Project Team Contact Determine the Assessment Approach Recovery Assessment Recovery Plan Development Recovery Plan Outline and Execution Recovery Closeout Prosect Monitoring and Controllinq Project Monitor and Control Activities Monitor and Control Project Work Perform Integrated Change Control Validate and Control Scope Control Schedule Control Costs Earned Value Management Forecasting Earned Value Variance Analysis Control Cost Performance Reviews Report Performance Monitor and Control Risks Prosect Closeout Project Close-out Lesson Learned Other Close-out Activities Vendor Services Agreement—Exhibit A Page 13 of 16 EXHIBIT B PRICE SCHEDULE COURSE COST Total cost maximum $1,400 per participant, from multiple City departments The maximum number of attendees per class is 15. The course is held twice a year in April and October. Payment due for each participant by March 1St for the April class and Sept 1St for the October class. Vendor Services Agreement—Exhibit B Page 14 of 16 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Bryan S Cook 11267 W.Petunia Boise,Idaho 83709 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Bryan S. Cook, PMP Position: Sole Proprietor Sigiature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Vendor Services Agreement—Exhibit C Page 15 of 16 EXHIBIT D INSURANCE NOT APPLICABLE TO THIS CONTRACT Vendor Services Agreement—Exhibit D Page 16 of 16