HomeMy WebLinkAboutContract 49487 1234
RAC � lCOYTT No
N RECEIVED o
O AV
PROFESSIONAL SERVICES AGREEMENT
AM r VITALSMARTS,LC
O! CITY OF FORT WORTH N
& CITYSECRETAis P ESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
�9 and betwe CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
S & usan Alanis,its duly authorized Assistant City Manager,and VITALSMARTS,LC,located
at est River Bend Lane,suite 100 Provo,Utah 84604("Vendor"),a unit of local government under
Chapter 534 of the Texas Health and Safety Code, 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 Professional Services Agreement;
2. ,Exhibit A—Scope of Services and Price Schedule; and
3. Exhibit B—Verification of Signature Authority Form.
Exhibits A,B and C,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 PROGRAMS AND SERVICES.
Vendor agrees to provide onsite training for City employees.Exhibit"A,"-Scope of Programs and
Services more specifically describes the services to be provided hereunder.
Programs and Services - The capitalized terms "Programs" and "Services" mean, respectively,
Vendor's programs, deliverables, services (including research, drafting, delivery, consulting, and
customization work) for which orders are placed by City and accepted by Vendor during the Term.
Programs may include articles,white papers,participant materials,facilitator materials and other materials
(collectively,"Materials"),whether delivered in print or other tangible media or through electronic means.
Programs may only be facilitated by Vendor-approved trainers.
2. TERM.
This Agreement shall begin on August 7, 2017 ("Effective Date"), and shall expire on August 31,
2018 ("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 three(3)one-year renewal options,at City's sole discretion.
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"A",Scope
of Services. Total payment made under this Agreement for the first year by City shall not exceed twelve
thousand Dollars ($12,000.00). 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. City agrees to pay all invoices of Vendor
within thirty(30)days of receipt of such invoice.
OFFICIAL RECORD
Professional Services Agreement Page 1 of 14
�'y'.WORTM,TX
City is responsible, without limitation, for all applicable shipping and handling charges, sales
and/or withholding taxes.Vendor will add such charges and taxes to the invoice and City will be responsible
for payment of such taxes,unless City provides to Vendor a valid exemption certificate or other document
acceptable to the authority imposing the tax. City is responsible for all duties and other government fees
applicable to the purchase and import of Vendor products. City acknowledges and agrees that the payment
for any products or services provided hereunder is not contingent on the provision of any purchase order or
purchase order number.
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 and by Vendor immediately,
in the event City has breached the "License Grant" section of this Agreement.
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, 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.
Order Cancellation and Returns(other than training)
All purchases are non-cancellable and non-refundable. Vendor will, as its sole remedy, replace
defective product with conforming product provided returns are made within 10 business days of receipt.
Fees for postponing or cancelling training class are set forth below.
Cancellation of Training or Other Event
If City cancels an event,City is responsible for all non-refundable travel costs incurred,regardless
of cancellation date. If City cancels an event with more than 30 days' notice to Vendor, there is no
cancellation fee and any fees previously paid will be credited to your next event or purchase(except non-
refundable travel costs mentioned above). If City cancels with fewer than 30 days' notice to Vendor, City
is responsible for 100% of the fee for the event. Notice of cancellation must be in writing and will be
deemed given when received by Vendor.Notice may be given via e-mail to cancellation@vitalsmarts.com
or overnight courier addressed to: VitalSmarts, Attn: Customer Service,282 River Bend Lane, Provo, UT
84604,USA.
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
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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 and City acknowledge that this Agreement is subject to
the Texas Public Information Act, and the Parties will use their best efforts to protect confidential
information related to this Agreement. Subject to the exceptions set forth below, the following shall
constitute"Confidential Information": (a)any information that either party reasonably holds in confidence
or has received from a third party under an obligation of confidentiality. The following information will
not be considered "Confidential Information": (a) any information that is by law considered to be public
information, including this Agreement; (b) information that is already generally available to the public at
the time of disclosure by the disclosing party;(c)information that hereafter becomes generally available to
the public,through no fault of the receiving party;(d)information that is known by the receiving party prior
to the disclosure; and(e)information that becomes known through a third party under no obligation not to
disclose it. During the Term and for three years thereafter, each party agrees to maintain the other party's
Confidential Information as strictly confidential and not to, directly or indirectly, disclose or reveal it to
any third party, or seek to use it for any purpose, except as contemplated in this Agreement or as required
by a court or governmental authority of competent jurisdiction, after first notifying the disclosing party of
such disclosure requirement in accordance with the Texas Public Information Act.
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, and upon prior mutual agreement as to those 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. Vendor will have the right,
during the Term of this Agreement and for ninety(90)days thereafter,to audit City's Program use for the
purpose of confirming City's compliance with the foregoing License Grants as detailed in Section # 27
below.
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
subVendors. 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 subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
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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
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor 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 subVendor.
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, EXCEPT FOR and unless caused by the gross negligence, willful misconduct or
other acts or omission of CITY 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 HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANYANO ALL CLAIMS OR LAWSUITS OFANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, EXCEPT FOR and unless caused
by the gross negligence, willful misconduct or other acts or omission of CITY FOR EITHER
PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING O UT 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. TO THE EXTENT ALLOWED BY LAW, VENDOR'S LIABILITY TO CITY IN
CONNECTION WITH THIS AGREEMENT OR ANY PROGRAMS OR SERVICES
DELIVERED HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL
AMOUNT PAID BY CITY TO VENDOR FOR PROGRAMS AND SERVICES DURING THE
ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO
THE CLAIM.
8.3 INTELLECTUAL PROPER TYINDEMNIFICA TION—Vendor agrees to defend,settle,or pay,at
its own cost and expense,any claim or action against City for infringement of any 3 d party patent,
copyright, trade mark, trade secret, or similar property right arising from City's use of the
Programs and Services, software, documentation, third party patent, trademark or copyright
infringement claims in connection with such Indemnified Parties' authorized use except to the
extent that such infringement is attributable to content provided by City or an Indemnified Party
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 and control the defense of any such claim,action
or such litigation, including the employment of counsel and payment of all expenses 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
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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(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.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Neither party shall assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of the other party which consent may not be
unreasonably withheld. 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.Notwithstanding the foregoing,Vendor
may, without consent of City, assign, transfer, delegate or pledge this Agreement and/or its rights and
obligations hereunder to any third party in connection with any merger,spin-off,or sale of substantially all
of the Vendor's stock or assets.
9.2 Subcontract. City grants consent for the Vendor to use subcontracted trainers. The Vendor
shall execute a written agreement with subcontracted trainers referencing this Agreement under which
subcontracted trainers 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 prior to the subcontractor's provision of services herein. Notwithstanding anything to the
contrary herein, payment for any services provided by a subcontractor shall be handled by and between
Vendor and the subcontractor. The City will not pay any subcontractors directly.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
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$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
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(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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. In performing this
Agreement, City and Vendor agree to comply with all applicable laws and regulations including, but not
limited, to all export control or other trade regulation. Specifically, with regard to export control, City
hereby acknowledges that all goods and services provided under this Agreement are subject to U.S.export
control laws and may not be provided directly or indirectly to Iran, Syria, North Korea or Cuba, or
individuals or entities based or resident in these countries. City acknowledges that if Vendor has reason to
believe that U.S. export control laws may be or have been violated, Vendor may, in its sole discretion,
suspend or terminate this Agreement immediately upon written notice.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors 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, SUBVENDORSS 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 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 VITALSMARTS,LC
Attn: Susan Alanis,Assistant City Manager Attn: Legal Department
200 Texas Street 10901 W.Toller Drive, Suite 202
Fort Worth,TX 76102-6314 Littleton,CO 80127
Facsimile: (817)392-8654 Facsimile: (303)984-1551
With copy to Fort Worth City Attorney's Office at
same address
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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
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.
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
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drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
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 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.
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 professional 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. As City's sole
remedy for defective materials, Vendor will replace such materials upon their return to Vendor and will
assume ground freight charges for their return for a period of sixty(60)days after receipt by City.EXCEPT
AS SPECIFICALLY SET FORTH IN THIS SECTION, THE PROGRAMS AND SERVICES ARE
PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.Vendor
shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor 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. Vendor shall provide
City with a certification letter that it has complied with the verification requirements required by this
Agreement.Vendor 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 Vendor.
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27. INTELLECTUAL PROPERTY AND LICENSE GRANT
City acknowledges and agrees that Vendor is, and remains, the owner of all intellectual property rights in
and to the Programs, Services, and Materials whether or not protected by patents. Vendor acknowledges
and agrees that City will retain all its rights, title and interest in and to City products, trademarks,
technology, inventions, techniques, data, designs and other information, whether or not protected by
patents. Vendor grants to City a nonexclusive, nontransferable, limited license to use the Programs and
Materials solely for City's internal use by employees of City during the Term. Persons receiving the
Materials pursuant to the foregoing license are referred to in this Agreement as"Participants."City will pay
the applicable Program fee(s)for each Participant if included in the applicable EXHIBIT A
SCOPE OF SERVICES and FEES. Participants are permitted to retain indefinitely for their personal
reference the tangible Program materials. City agrees to use any white Papers, Articles, Program videos,
wall charts and other Program materials and facilitation aids only internally during any term specified in
the EXHIBIT A SCOPE OF SERVICES and FEES. All goods,materials and other information delivered
to City, including during training and facilitation sessions, are subject to copyright protection and are
licensed for the limited internal use by City on a non-exclusive,non-transferable basis.
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 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.
30. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit for the City and Vendor,
and are not intended to create any rights,contractual or otherwise,for any other person or entity.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 7th
day of August,2017.
(signature page follows)
Professional Services Agreement Page 10 of 14
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
this contract,including ensuring all performance and
By.
Susan Alanis reporting requirements.
Na :
Assistant City Manager
Date: _�'�j ��
11 By:
Name: Cristi Lemon
APPROVAL RECOMMENDED: Title: Performance Administrator
APPROVED AS TO FORM AND LEGALITY:
By: — 414441�7�0
Name: kynda Johnsin
Title: Chief Performance Officer By:
Name: sica Sangs
ATTEST: Title: ssistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
By:
ame: M ser
Title: i S retary FD
—1
VENDOR:
VITALSMARTS,LCXAS TEST:
By: lryK n IiAuF 20i By: TfO77- U.
8,2017,
Name: Bradley Kendall Name: Troy Giles
Title:Chief Revenue Officer Title: Divisional CFO
Date: Aug 7,2017 Aug 8,2017
OFFICIAL RECORD
CITY SECRETARY
FT.WORTN,TX
Professional Services Agreement Page 11 of 14
c
EXHIBIT A
SCOPE OF SERVICES and FEES
VitalSmarts will provide a Master Speaker for an employee summit on accountability. The Master
Speaker will speak to 6 groups of employees over two days.
Scope of Services and Fee Schedule
Organization: City of Fort Worth
Event Date(s): August 7-8, 2017
Event Location: Fort Worth,TX
Topic: Crucial Conversations and Crucial Accountability
Master Speaker: Greg Stephens
Main Contact: Name Cristi Lemon
Phone 817-392-2415
Email Cristi.Lemon @f rothworthtexas.gov
VitalSmarts Rep: Name John Hancey
Phone 801-724-6265
Email jhancey@vitalsmarts.com
Event Coordinator: Name Patricia Sandberg
Phone 801-724-6295
Email psandberg@vitalsmarts.com
Day Fee: Quantity 2 days
Price $5,500.00 per day
Materials: Quantity 1,800
Product Skill Summary Cards
Price $0.00 ea.
Price/Fees:
Does not include S&H,Tax,duties,travel&expenses. $11,000.00 Day Fees
Said fees will be included on customer invoice. TBD Materials
*Travel&Expenses will include:coach class round-trip
airfare,ground transportation,hotel,food,and $11,000.00*
gratuities.Balance of T&E will be billed after the event.
I ACCEPT THE TERMS AND CONDITIONS AND INO
EVENT INFORMATION IS ACCURATE: (YESJNO)
Logistical Information(please complete as much as is known)
Event Address: Company City of Fort Worth,Bob Bolen Public Safety Complex
Address 505 W Felix Street, Fort Worth,TX,76115
Room Multi-Purpose Room
Training Venue Contact Cristi Lemon
Phone, Email 817-797-1879,cristi.lemon@fortworthtexas.gov
Start and End Times: This is the schedule for each day:
For each of the six segments
*Facilitator can be flexible to your needs
7:30-7:45: City Manager Welcome
7:45-8:30: Ethical Decision Making
8:30-9:30: Crucial Conversations for Accountability
Professional Services Agreement Page 12 of 14
10:30-10:45: City Manager Welcome
10:45-11:30: Ethical Decision Making
11:30-12:30: Crucial Conversations for Accountability
1:30-1:45: City Manager Welcome
1:45-2:30: Ethical Decision Making
2:30-3:30: Crucial Conversations for Accountability
Travel Recommendations: Hotel
Nearest Airport
Drive Time/Distance
Transportation
Per Diem
*Facilitator will arrange own travel
Shipping Address: Attention Irene lasoni
Company City of Fort Worth, Performance& Budget
Address 200 Texas Street, Fort Worth,TX 76102
Send Tracking To: Email Cristi.Lemon@fortworthtexas.gov
Special Shipping Instructions:
(Expedited,International,etc.)
Billing Address: Attention Irene lasoni
Company City of Fort Worth, Performance& Budget
Address 200 Texas Street, Fort Worth,TX 76102
Send Invoice To: Email Irene.lasoni@fortworthtexas.gov
Payment Method: PO
(PO,Credit Card,Invoice,Portal Information)
*If paying wish PO,please include a copy with this form.
Tax Exempt: (YES/NO) Yes
*If Yes,please include paperwork with this form.
Payment Terms: Net 30 days from Invoice
Professional Services Agreement Page 13 of 14
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
VITALSMARTS,LC
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: Bradley Kendall
Position: Chief Revenue Officer
Bradley Ken I(Aug 7,2017)
Signature
2. Name: Troy Giles
Position: Divisional CFO
TM A 7017)
Signature
3. Name:
Position:
Signature
Name:
Andrew C Shimberg
Andrew C Shimberg(Aug 8,201
Signature of President/CEO
Other Title:CEO
Date: Aug 8,2017
Professional Services Agreement Page 14 of 14