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HomeMy WebLinkAboutContract 52258 a r3 RECEIVED CITY SECRETARY MAY-7 2019 CONTRACT NO. 5 a a J$ CITY OF FORT WORTH PROFESSIONAL SERVICES AGREEMENT CITY SECRETARY FOR EXECUTIVE COACHING SERVICES This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City" or "Client"), a Texas home rule municipal corporation, acting by and through Jesus Chapa, its duly authorized Assistant City Manager, and Cynthia St. John ("Coach"), a sole proprietor doing business as Chiefology, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. 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 or B 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. Executive coaching sessions. Exhibit "A," — Statement of Work more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on May 1, 2019 ("Effective Date") and shall expire on October 31, 2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to one(1) six-month renewal option("Renewal Term"), at City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule for services rendered under and in connection with this Agreement. Total payment made under this Agreement for the either term by City shall not exceed Three Thousand Dollars ($3,000.00). 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 without any penalty or cost of any kind at any time and for any reason by providing the other party 30 days' written notice of termination. OEEiCIAL RECORD Vendor Services Agreement KRUARY FT. WORTH, TX 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 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 or the end of the Renewal Term under section 4.1 above,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. This section shall survive the expiration or termination of this Agreement. 7. INDEPENDENT CONTRACTOR. Vendor Services Agreement Page 2 of 14 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 subcontractor. 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, 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 subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor 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 COVENANTSAND AGREES TO INDEMNIFY,HOLD HARMLESSAND 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 Vendor Services Agreement Page 3 of 14 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 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. This section shall survive the expiration or termination of this Agreement. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall 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 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor 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. 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. 11. 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. This section shall survive the expiration or termination of this Agreement. Vendor Services Agreement Page 4 of 14 12. 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 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 Chiefology Attn: Jesus Chapa,Assistant City Manager Dr. Cynthia St.John,Executive Educator 200 Texas Street 409 N. Henderson St. Fort Worth, TX 76102-6314 Fort Worth, TX 76102 Facsimile: (817)392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address 13. 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. 14. 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. 15. 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. 16. 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. 17. SEVERABILITY. Vendor Services Agreement Page 5 of 14 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. 18. 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 force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. 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. 20. 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 or Exhibits A, B, and C. 21. 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. 22. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, 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. 23. 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. 24. 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. 25. IMMIGRATION NATIONALITY ACT. Vendor Services Agreement Page 6 of 14 City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form(1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services.Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Contractor shall indemnify City from any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 26. 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. 27. 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. 28. CHANGE IN 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. Vendor Services Agreement Page 7 of 14 29. 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. 30. CONFIDENTIAL INFORMATION Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public Information Act ("Act"). By executing this agreement, Vendor acknowledges that this agreement will be publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality, whether based in statute or the common law, to any and all materials contained as part of this agreement including all documents and information referenced herein or attached hereto. (signature page follows) Vendor Services Agreement Page 8 of 14 IN n SS WHEREOF the parties hereto have executed this Agreement in multiples this day c , 20� ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: this contract, including ensuring all performance and Name: Jesus Chapa reporting requirements. Title: Assistant City Manager Malnager Date: U� �C -hl ' By: , Nam Mari ntarvin APPROVAL RECOMMENDED: Title. Ass tanibrary Director APPROVED AST RM AND LEGALITY: By: Nam Mar yn arvin Title: Ass Stan Library Director By : Nam o AQCPate ATTEST- TiticV Assistant City Attorney ®� oRr, RACT AUTHORIZATION: n/a By: Name: M ay r f Title: City Secretary , VENDOR: ATTEST: By: �" 4, By: Name: Dr. Cynthia . Name: Title: Executive Educator Title: Date: OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement Pj EXHIBIT A STATEMENT OF WORK Description of Coaching: Coaching is partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that helps the client maximize personal and professional effectiveness. It is designed to facilitate the development of professional or business goals, and to develop and carry out a strategy/plan for achieving those goals. Chiefology will provide executive coaching aligned with the client's specific needs and interests. Needs will be identified in the early sessions and reviewed regularly throughout the duration of the engagement to ensure relevance and provide value. Coaching Services: Client and Coach will engage in a 6-month Coaching Program through in- person, on-line, and/or telephone meetings (based on Client preference and Coach agreement). Coaching takes place during 55-minute sessions twice a month. After six-months, Client and Coach review progress relative to goals and determine how or whether to continue with coaching. The coaching process includes the following elements in addition to the actual coaching conversations: • creating an overall "plan of attack" or coaching plan; • confirming desired goals at the beginning of each session; • and giving/receiving feedback to one another throughout the process to make sure the program is providing significant value. Meeting or Call Procedure: The time and location/method of the coaching sessions will be determined by Coach and Client based on mutually availability and the preference for in- person, on-line, or phone. For all phone sessions, the Client will initiate by calling the Coach at 817-944-9443. If the Coach will be at any other number for a scheduled call, Client will be notified prior to the scheduled appointment time. Schedule and Fees: The City of Fort Worth will receive the nonprofit rate, which is a substantial reduction from Chiefology's corporate rate. Fees for a 6-month nonprofit coaching engagement are $500 per month ($3000 total). This includes: • Development of a coaching plan • 55-minute coaching sessions twice a month (12 sessions total over 6 months), focused on addressing the topics identified in the custom coaching plan Session Cancellation Policy: If cancellation of a scheduled session is necessary, it is the Client's responsibility to notify the Coach at least 24 hours in advance of the scheduled meeting/call. Coach reserves the right to bill Client for a missed meeting if less than 24 hours' notice was provided and Coach is unable to rebook the protected time, and/or if 24-72 hour cancellations Vendor Services Agreement—Exhibit A Page 10 of 14 become a pattern. Coach will attempt in good faith to reschedule the missed meeting so that progress can be maintained through bi-weekly sessions. Coach-Client Relationship Ethics:The Coach will maintain the ethics and standards of behavior established by the International Coach Federation "(ICF)" (Coachfederation.org/ethics). Responsibility:The Client is solely responsible for creating and implementing his/her own decisions, actions, and results arising from his/her interactions with the Coach. As such, the Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. Interactions: The Client understands that in order to create an effective coaching relationship and benefit from the process, it will be necessary for him/her to communicate honestly, be open to feedback and assistance, and to create the time and energy to participate fully in the program. Therefore, specific Client expectations include: 1. Client considers the coaching process a priority; Client is committed to achieving the goals he/she defines and is willing to invest the needed time and effort to complete any between-session work necessary to achieve these goals. 2. Client will attend all coaching sessions as scheduled (on time) and will be present with no external distractions during sessions (cell phones, email, etc.). See Session Cancellation Policy in the event cancellation is necessary. 3. Client will be open and honest during the sessions so that Coach can best support him/her; this includes an openness to receiving feedback, as well as giving feedback to Coach about how Client can get more value from the time together. Professional Services Agreement Chiefology, Page 11 of 14 Professional Services Agreement Chiefology, Page 12 of 14 EXHIBIT B Vendor shall submit an invoice and supporting documentation of coaching session at the end of each month of the term. City shall remit payment to Vendor within thirty(30)days of receiving a correct and accurate invoice. INITIAL TERM May 1, 2019-May 31, 2019 500.00 June 1, 2019-June 30, 2019 500.00 July 1,2019-July 31,2019 500.00 August 1,2019-August 31, 2019 500.00 September 1, 2019-September 30, 2019 500.00 October 1,2019-October 31,2019 500.00 Any extra hours added during the Initial Term shall require a contract amendment signed in advance to increase the total price paid during any particular month and for the Initial Term. RENEWAL TERM (if exercised by the City) November 1, 2019-November 30,2019 500.00 December 1,2019-December 31,2019 500.00 January 1,2020-January 31, 2020 500.00 February 1,2020-February 29, 2020 500. 00 March 1, 2020-March 31,2020 500.00 April 1,2020-April 30, 2020 500.00 Vendor Services Agreement—Exhibit B Page 13 of 14 Exhibit C VERIFICATION OF SIGNATURE AUTHORITY 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: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: 4� *42 -!�,-jo XZ- �'11 —1- atu of Presiden Other Title: ,I�tiLt, Date: Professional Services Agreement Chiefology, Page 14 of 14