HomeMy WebLinkAboutContract 43880 CITY SECREtARY
CONTRACT NOo
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into by and between THE CITY OF FORT WORTH, a home-rule municipal
corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant
City Manager, and TROY L. COLEMAN, an individual ("Consultant").
1. Services.
a} Consultant will, with good faith and due diligence prepare and facilitate a leadership
development workshop and follow-up management coaching for the Occupational
Health and Safety Group in the City's Human Resources Department. In particular,
Consultant will perform all duties outlined and described in the Scope of Work,
which is attached hereto as Exhibit "A" and incorporated herein for all purposes as
though it were set Forth at length. The actions and objectives contained in Exhibit
"A" are referred to herein as the "Services."
b) Consultant shall perform the Services in accordance with standards in the industry for
the same or similar services. In addition, Consultant shall perform the Services in
accordance with all applicable federal., state, and local laws, rules, and regulations.
2. Term. Services shall be provided by Consultant for a term beginning October 29, 2012
and ending December 14, 2012, unless terminated earlier in accordance with Section 4 of this
Agreement.
3. Compensation.
a) Fee
As full and complete compensation for all Services described above, Consultant
shall be paid a flat fee of Four Thousand Nine Hundred and Eighty-Seven Dollars
and Fifty Cents ($4,987.50) for the Services outlined in Exhibit A. This amount
includes all expenses related to the Services, and the City shall have no obligation
to reimburse any expenses not encompassed in this fee.
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Professional Services Agreement with Troy L. Coleman, Ph. D. Page 1 of 12
CITY SECRETARY
FTo WO RTN� TX
CITY SECRETARY: 7 f
CONTRACT NO.
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into by and between THE CITY OF FORT NORTH, a home-rule municipal
corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant
City Manager, and TROY L. COLEMAN, an individual ("Consultant").
1. Services.
a) Consultant will, with good faith and due diligence prepare and facilitate a leadership
development workshop and follow-up management coaching for the occupational
Health and Safety Group in the City's Human Resources Department. In particular,
Consultant will perform all duties outlined and described in the Scope of Work,
which is attached hereto as Exhibit "A" and incorporated herein for all purposes as
though it were set forth at length. The actions and objectives contained in Exhibit
"A" are referred to herein as the "Services."
b) Consultant shall perform the Services in accordance with standards in the industry for
the same or similar services. In addition, Consultant shall perform the Services in
accordance with all applicable federal, state, and local laws, rules, and regulations.
2. Term. Services shall be provided by Consultant for a term beginning October 29, 2012
and ending December 14, 2012, unless terminated earlier in accordance with Section 4 of this
Agreement.
3. Compensation.
a) Fee
As full and complete compensation for all Services described above, Consultant
shall be paid a flat fei� of Four Thousand Nine Hundred and Eighty-Seven Dollars
and Fifty Cents ($4,c987.50) for the Services outlined in Exhibit A. This amount
includes all expenses related to the Services, and the City shall have no obligation
to reimburse any expi�nses not encompassed in this fee.
--1 2-1 2 P05 : 1 1 N
0 ICIAIL RECORD
Professional Services Agreement with Troy L. Coleman, Ph. D. Page 1 ❑f 12
CITY SECRETARY
FT, WORTHS T
b) Structure of Payments
i. Consultant's fee will be divided into payments corresponding to certain
project milestones as follows:
Execution of Agreement $1,003.13
Completion of Assessment, Submission of
Report, and Completion of Workshop $2,550.00
Completion of Managerial Coaching Sessions $15434.37
ii. Following completion of each of the listed milestones, the Consultant shall
provide the City with a signed fee invoice summarizing the portion of the
Services that has been completed and requesting payment. If the City
requires additional reasonable information, it shall request the same
promptly after receiving the above information, and the Consultant shall
provide such additional reasonable information to the extent the same is
available. On full and final completion of the Services, Consultant shall
submit a final fee invoice, and City shall pay any balance due within 30
days of receipt of such invoice.
ill. In the event of a disputed or contested billing, only the portion being
contested will be withheld from payment, and the undisputed portion will
be paid. City will exercise reasonableness in contesting any bill or portion
thereof. No interest will accrue on any contested portion of the billing
until the contest has been mutually resolved.
iv. For contested billings, the City shall make payment in full to Consultant
within 60 days of the date the contested matter is resolved. If City fails to
make such payment, Consultant may, after giving 7 days' written notice to
City, suspend services under this Agreement until paid in full, including
interest calculated from the date the billing contest was resolved. In the
event of suspension of services, Consultant shall have no liability to City
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for delays or damages caused to City because of such suspension of
services.
4. Termination. Either Party may terminate this Agreement at any time, with or without
cause, by providing the other Party with thirty (30) days' written notice of termination. In the
event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant
only for Services actually rendered and travel expenses actually incurred as of the effective date
of termination. In the event this Agreement is terminated prior to expiration of the Term,
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination
5. Independent Contractor. Consultant shall operate hereunder as an independent
contractor and not as an officer, agent, servant, or employee of City. Consultant shall have
exclusive control of and the exclusive right to control the details of the Services performed
hereunder and all persons performing same and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, or subcontractors. Nothing herein shall be construed as creating a
partnership or joint enterprise between City and Consultant. It is expressly understood and
agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid
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service of City.
6. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJUR Y, INCL UDING DEA TH, TO ANYAND ALL PERSONS, OFANY.BIND
OR CHA RA C TER, WHETHER REAL OR A SSER TED, TO THE EXTENT CA USED B Y THE
NEGLIGENT A C T(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, A GENTS, SERVANTS OR
EMPLOYEES.
CONSULTANT AGREES TO DEFEND, INDEMNIFY,AND MOLD THE CITY, ITS
OFFICERS,A GENTS, SER PANTS, AND EMPLOYEES HARMLESS A GAINST ANY AND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAA1A GE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH)
THA T MA Y RELA TE TO,ARISE O UT OF, OR BE OCCASIONED B Y(1) CONSUL TAN T'S
BREA CH OF ANY OF THE TERMS OR PR D VISIONS OF TINS A GRE EMENT OR(ii)ANY
Professional Services Agreement with Troy L. Coleman, Ph. D. Page 3 of 12
NEGLIGENT A CT OR OMISSION OR INTENTIONAL MISCOND UCT OF CONS UL TANT,
I TS OFFICERS,A GENTS,ASSOCIA TES, EMPL O YEES, CONTRA CTORS(O THER THAN
THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS
A GREEMENT; EXCEPT THA T THE INDEMNITY PROVIDED FOR IN THIS SECTION
SHALL NOT APPL Y TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE
OF THE CITY OR ITS OFFICERS, AGENTS, EMPL O YEES, OR SEPARATE
CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE
OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEAAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE
CITY'S GOVERNMENTAL I1'V1MUNI T Y AS FURTHER PROVIDED BY THE LAWS OF
TEXAS.
Consultant shall require all of its subcontractors to include in their subcontracts a release
and indemnity in favor of City in substantially the same form as above.
This section shall survive the expiration or termination of this Agreement.
7. Confidential and Proprietary Information. The City acknowledges that Consultant
may use products, materials, or methodologies proprietary to Consultant. The City agrees that
Consultant's provision of services under this Agreement shall not be grounds for the City to have
or obtain any rights in such proprietary products, materials, or methodologies unless the Parties
have executed a separate written agreement with respect thereto. Consultant, for itself and its
officers, agents, servants, employees, and subcontractors, further agrees that it shall treat all
information provided to it by the City as confidential and shall not disclose any such information
to any third party without the prior written approval of the City.
Notwithstanding the foregoing, Consultant understands and agrees that the City is a
public entity under the laws of the State of Texas, and as such, is subject to various public
information laws and regulations, including, but not limited to, the Texas Public Information
Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that,
under the Act, the following information is subject to disclosure: 1) all documents and data held
by the City, including information obtained from the Consultant, and 2) information held by the
Consultant for or on behalf of City that relates to the transaction of City's business and to which
City has a right of access. If the City receives a request for any documents that may reveal any of
Consultant's proprietary information under the Act, or by any other legal process, law, rule, or
judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify
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Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any
way for the disclosure of information not clearly marked as "Proprietary 1 Confidential
Information" or if disclosure is required by the Act or any other applicable law or court order. In
the event there is a request for such information, it will be the responsibility of Consultant to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by the City, but by the office of the Attorney General of the State of Texas or
by a court of competent jurisdiction.
8. Insurance. During the term of this Agreement, Consultant shall procure and maintain at
all times, in full force and effect, a policy or policies of insurance that provide the specific
coverage set forth in this Section as well as any and all other public risks related to Consultant's
performance of its obligations under this Agreement. Consultant shall specifically obtain the
following types of insurance at the following limits:
Errors & omissions Professional Liability}:
If coverage is written on a claims-made basis, the retroactive date shall be coincident
with or prior to the date of the contractual agreement. The certificate of insurance
shall state that the coverage is claims-made and include the retroactive date. The
insurance shall be maintained for the duration of the contractual agreement and for
five (5) years following completion of the service provided under the contractual
agreement or for the warranty period, whichever is longer. An annual certificate of
insurance submitted to the City shall evidence coverage. Coverage shall be in the
following amounts:
(1) $l,000,000.00 per occurrence or claim
(2) $1,0005000.00 aggregate
Consultant shall promptly provide the City with certificates of insurance that verify Consultant's
compliance with the insurance requirements of this Agreement. The City's Risk Manager shall
have the right to review and evaluate Consultant's insurance coverage and to make reasonable
requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply
with such requests or revisions as a condition precedent to the effectiveness of this Agreement.
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9. Assn nrnent. Consultant shall not assign or subcontract all or an a '
y part of its rights,
privileges, or duties under this Agreement without the rior written consent of City.ty. Any
attempted assignment of subcontract without the City's prior written approval shall be void and
d
constitute a breach of this Agreement.
If City grants consent to an assignment, the assignee shall execute a written agreement
with the City and the Consultant under which the assignee agrees to be bound b y the duties and
obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly
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liable for all obligations under this Agreement prior to the assignment. If the City grants consent
to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties
and obligations of the Consultant under this Agreement as such duties and obligations may
apply. The Consultant shall provide the City with a fully executed copy of any such subcontract.
1�. �'vm ,ianc with,Law. Consultant, its officers, agents, servants, employees, and
subcontractors, shall abide by and comply with all laws, federal, state and local, including all
ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the
attention of Consultant any such violation on the part of Consultant or any of its officers, agents,
servants, employees, or subcontractors, then Consultant shall immediately desist from and
correct such violation.
11. Non-Discrimination. In the execution, performance, or attempted performance of this
Agreement, Consultant will not discriminate against any person or persons because of disability,
age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will
Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article 1I1, Division 3, of the City Code of the City of Fort Worth ("Discrimination 1n
Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its
officers, agents, employees, and subcontractors have fully complied with all provisions of same
and that no employee or employee-applicant has been discriminated against by either Consultant,
its officers, agents, employees, or subcontractors.
Professional Services Agreement with Troy L. Coleman,Ph. D. Page 5 of 12
12. Right to Audit, Consultant agrees that the City shall, until the expiration of three (3)p
years after final payment under this Agreement, have access to and the right to examine any
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directly pertinent books, documents, papers and records of the Consultant involvin g transactions
relating to this Agreement. Consultant agrees that the City shall have access durin g normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions to the subcontract, and further that City shall have access during normal working
hours to all subcontractor 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
subcontractor reasonable advance notice of intended audits.
This section shall survive the expiration or termination of this Agreement.
13. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder, City will notify Consultant 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 shall have been appropriated.
14. Venue and Jurisdiction. Should any action, whether real or asserted, at lave or in equity,
arise out of the execution, performance, attempted performance of this Agreement, venue for
said action shall lie in Tarrant County, Texas.
15. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other
Party by hand-delivery or via I.J.S. Postal Service certified mail, postage prepaid, to the address
of the other Party shown below:
Susan Alanis, Assistant City Manager Troy L. Coleman, Ph.D.
Professional Services Agreement with Troy L. Coleman, Ph. D. Page 7 of 12
City of Fort Worth Coleman & Associates Consulting
1000 Throckmorton St. P.O. Box 140836
Fort Worth, Texas 76102 Dallas, Texas 75214
16. Solicitation of Errs la ees. Neither the City nor Consultant 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.
17. Non-Waiver. The failure of either Party to insist upon the performance of any term or
provision of this Agreement or to exercise any right herein conferred shall not be construed as a
waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any
such term or right on any future occasion.
18. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's provision of the Services. In the event that any conflicts of interest arise after the
execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in
writing immediately upon learning of such conflict.
19. Minori and Woman Business Enterprise Participation. In accordance with City
Ordinance No. 15530, the City has goals for the participation of minority business enterprises
and woman business enterprises ("'M/WBE") in City contracts. Consultant acknowledges the
M/WBE goal established for this Agreement and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by the Consultant may result in the termination of this Agreement and debarment from
participating in City contracts for a period of time of not less than three (3) years.
20. Governmental Powers, Both Parties agree and understand that the City does not waive
or surrender any of its governmental powers by execution of this Agreement.
21. Srabili!Y.. 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.
Professional Serqkes Agreement-with Troy L. Coleman, Ph. D. Page 8 of 12
22. Ford Majeure. If either Party is unable, either in whole or part, to fulfill its obligations
under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts
of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department,
commission, or agency of the United States or of any state; declaration of a state of disaster or of
emergency by the federal, state, county, or City government in accordance with applicable law;
issuance of Level orange or Level Red Alert by the United States Department of Homeland
Security; an arrests and restraints; civil disturbances; or explosions; or some other reason
beyond the arty's reasonable control (collectively, "Force Majeure Event"), the obligations so
affected by uch Force Majeure Event will be suspended only during the continuance of such
event.
23. Hea in s not Controllin Headings and titles used in this Agreement are for reference
purposes ont and shall not be deemed a part of this Agreement.
24. Revi w of Counsel. The Parties acknowledge that each Party and its counsel have
reviewed an revised this Agreement and that the normal rules of construction to the effect that
any ambigui ies are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
25. Ame dment. No amendment, modification., or alteration of the terms of this Agreement
shall be binding unless the same is in writing, dated subsequent to the date hereof, and duty
executed by the parties hereto.
26. Sismature Authari#y. The person signing this Agreement hereby warrants that he or she
has the legal authority to execute this Agreement on behalf of his or her respective Party, and
that such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. The other Party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
27. Entire Agreement. This written instrument (together with any attachments, exhibits,
and appendices) constitutes the entire understanding between the Parties concerning the work
Professional Services Agreement with Troy L. Coleman, .Ph. D. Page 9 of 12
and services to be performed hereunder, and any prior or contemporaneous, oral or written
agreement that purports to vary from the terms hereof shall be void.
EXECUTED in multiple originals on this, the ""'day of --- 2012.
If
CITY OF FORT WORTH,TEXAS TROY L. COLEMAN, Ph.,D.
Susan Alani Troy C eman, Ph.D.
Assista ity Ma age
Date Signed: i dr- Date Signed: #z�
ATTEST: WITNESS:
.rte 0000000
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a Q° C
it
Ndaly Kayser o o '
City Secretary X40• a
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APPROVED AS TO FORM ��.��.�S
V LEGLITY:
Denis C. McEI y
Assistant City ttorney
NO M&C REQUIRED
OFFICIAL RECORD
Clary SECRETARY
Professional Services Agreement with Troy L. Coleman, Ph. D. T,WORTliv I*X Page 10 of 12
EXHIBIT A.— SCOPE of SERVICES
Consultant will provide the City's Occupational Health and Safety Group with evaluation,
instruction, and coaching services in accordance with the terms outlined below in an effort to
increase teamwork among members of the group.
EVALUATION-- TEAM MEMBER ASSESSMENTS AND REPORT
Following execution of the Agreement, Consultant will administer an online assessment for each
of the seven key members in the occupational Health and Safety Croup, with each assessment
consisting of two instruments, the Myers-Briggs Type Indicator and the Thomas Kilmann
Conflict Mode Instrument. The assessments will be completed at least five business days prior
to the date of the workshop.
Consultant will review the information gathered in the assessments and provide the head of the
City's Human Resources Department (or that individual's authorized representative) a report that
(1) summarizes the individual leadership styles of each member of the occupational Health and
Safety Group and addresses how each individual is anticipated to interact, make decisions, and
respond to conflict based on their individual assessment results; (2) identifies ways in which the
individual's characteristics as identified in the assessment might complement each other and
ways in which differences in personalities and work and leadership styles might be anticipated to
result in conflicts; and (3) provides guidance regarding specific personal development activities
that individual members can be undertake to improve interactivity within the group. Consultant
will provide the report to the City at least two business days prior to the date of the workshop.
INSTRUCTION -THE WORKSHOP SESSION
Consultant will develop and facilitate a six-hour workshop involving the seven key members of
the occupational Health and Safety Croup. In the course of the workshop, Consultant will
provide interpretation of Consultant's report, feedback to each individual based on his or her
assessment, and recommendations for style modifications to increase interactivity among the
specific members of the Croup based on their identified characteristics. The workshop
components will include structured interaction processes, problem-solving activities, case study
reviews, and assistance in preparing individual development plans for members of the Group.
The final agenda for the workshop will be developed in consultation with the head of the City's
Human Resources Department (or that individual's authorized representative) and will follow a
format substantially similar to the following:
Professional Services Agreement with Troy L. Coleman, Ph. D. Page 11 of L)
Session Agenda
Chapter one Workshop Introduction
:30 • Workshop Overview
• Workshop Goals
• Essentials for Building Cohesive Work Teams (Guided Activity)
Chapter Two Reviewing Assessment Results
1:30 • Reviewing Personal Reports and Personal Feedback
• Implications for Work Team Success
• Who Am I?
• Personal Influence and Personal Mastery
• Interpersonal Styles:Contributing to Team Dynamics
• Planning for Personal Development and Change
:15 BREAD
Chapter Three Fundamentals for Building Team Cohesion
1:30 • Interpersonal Communications and Managing Conflict
• Communication Process: Guided Activity
• Budding Trust and Respect (Case Brief#1)
• Self-discovery and Trust Building: Guided Activity
:15 BREAK
Chapter Four Leading Through Team Synergy:The Business Case Model
1:30 • What Do We Do? Where Are We Going?What Do We Want? (our
Brand)
• Defining Need for and Value of Team Commitment
• Building Team Flexibility&Adaptability (Case Brief#Z)
• Setting Priorities for Action: Defining How We Must Work Differently
• Defining Measures for Success
Chapter Five Leading Inclusive Teams:The Business Case Model
:30 Personal Commitment to Action
• Summary and Wrap Up
COACHING --MANAGERIAL COACHING SERVICES
After the workshop, Consultant will conduct a series of six, 1.5 hour, management-coaching
sessions with the manager assigned to the Occupational Health and Safety Group. In the first
sessions, Consultant and the manager will review the results of the assessment and workshop to
assess conditions within the Group, identify and prioritize needs, set goals to address the needs,
and formulate a coaching plan to aid the manager in implementing changes. In the later sessions,
Consultant and the manager will reassess conditions, identify improvements made, and formulate
a revised plan to ensure continuation of existing improvements and to address remaining issues.
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