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HomeMy WebLinkAboutContract 49748 w� CITY SECRETARY CONTRACT NO._ I PROFESSIONAL SERVICES AGREEMENT THE NEUROLEADERSHIP INSTITUTE,INC This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Susan Alanis, its duly authorized Assistant City Manager,and THE NEUROLEADERSHIP INSTITUTE,INC("Vendor"),a Limited Liability Company acting through and by Jeanine Anderson as its duly authorized Agent, 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 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 terns and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor agrees to provide online training for City employees.Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on September 28, 2017 ("Effective Date"), and shall expire on September 30, 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 invoice schedule outlined under this Agreement in Exhibit "A", Scope of Services. Vendor will invoice the City for $22,500.00 upon execution of this Agreement and an additional $22,500.00 upon completion of the Deliverables, as defined in Exhibit"A." Total payment made under this Agreement for the Initial Term by City shall not exceed forty-five thousand Dollars ($45,000.00). 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. Compensation during any renedl terms will be outline in an amendment or additional SOW. 7 849 1p r " OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX "yr�a�r !, Professional Services Agreement Page 1 of I Execution Copy 9/27/17 ; � P q T 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-aaprogriation 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. 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 Vendors 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 City 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 Vendor Confidential Information. City, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by Vendor("Vendor Information') as confidential and shall not disclose any such information to a third party without the prior written approval of Vendor, unless required to do so in accordance with Texas law. 5.4 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 Professional Serviees Agreement Page 2 of 16 Execution Copy 9/27/17 fb 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 include a paragraph substantially similar to this paragraph in all subcontracts granting the City the right to audit as outlined in this paragraph. 7. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,agents,servants,employees or subcontractors 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 subcontractors. 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 CITY GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(IIVCLVDINGALLEGED DAMAGE OR LOSS TO VENDOR ISBVSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TOANY AND 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 Professional Services Agreement Page 3 of 16 Execution Copy 9/27/17 P claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement,City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or 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 by City. City shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of Vendor. If Vendor grants consent to an assignment,the assignee shall execute a written agreement with Vendor and City under which the assignee agrees to be bound by the duties and obligations of City under this Agreement.City and Assignee shall be jointly liable for all obligations of City under this Agreement prior to the effective date of the assignment. 9.2 Assignment by Vendor. 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. 9.3 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: Professional Services Agreement Page 4 of 16 Execution Copy 9/27/17 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $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/occuirence $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 Professional Services Agreement page S of 16 Execution Copy 9/27117 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. (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. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by laws IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by 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 NEUROLEADERSHIP INSTITUTE,INC. Attn: Susan Alanis,Assistant City Manager Attn: Ellen Gu,Finance Manager North America 200 Texas Street 115 E.57'h Street, I I"Floor Fort Worth,TX 76102-6314 New York,NY 10022 Facsimile:(817)392-8654 Phone:(212)260-2505 Entail: Profassional Services Agreement Page 6 of 16 Execution Copy 9/27/17 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABELITY. 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 wive 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. Professional Services Agreement Page 7 of 16 Execution Copy 9/27/17 r 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement 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 and B, 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. 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 1-9 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. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided Professional Services Agreement Page 8 of 16 Execution Copy 9/27/17 a 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, with exception of Vendor Pre-Existing 1P, which remains the sole property of Vendor. 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. Moved down (b)Notwithstanding the above, City recognizes that Vendor has pre-existing intellectual property rights in certain materials including but not limited proprietary processes; materials; methodologies; models; know-how;trade secrets; computer source codes,spreadsheets and other programs or files; ideas; concepts;documents and writings,trademarks,and copyrights which may be specifically defined/identified in any corresponding Statement of Work(SOW)("Vendor Pre-existing IP')and which Vendor may use in performing the Services. Vendor Pre-Existing IP will remain solely the property of Vendor.Vendor hereby grants City a non-exclusive, revocable, worldwide, fully paid up, license to use such Pre-Existing Intellectual Property only as sufficient to allow City's use thereof as reasonably contemplated by this Agreement and in accordance with the terms of any SOW.Vendor will maintain ownership of its training curriculum. Any and all materials, including but not limited to: publications, video media, Web pages, plans,examples,scripts,shall be and remain the sole and exclusive property of NeuroLeadership Institute, Inc.and the City is not authorized to copy or duplicate any materials provided or make any type recording of the training. 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 ofthe 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 OWNERSI01P. 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. Professional Services Agwment Page 9 of 16 Execution Copy 9/27/17 r 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. 31. 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 Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this � day of September,2017. (signature page follows) Professional Services Agreement Page 10 of 16 Execution Copy 9/27117 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing 1 acknowledge that I am the person responsible for the monitoring and administration of By, '�, �- C this contract,including ensuring all performance and Nme: SusanV Alanis reporting requirements. Tit f Assistant City Manager Date: By: Name; Cristi Lemon APPROVAL RECOMMENDED: Title: Performance Administrator APPROVED AS TO FORM AND LEGALITY: By: Name: ynda Johnso Title: Chief Performance Officer By: ATTEST: Name: ssica ang yang FOR Title: Q4ssistant City Attorney 1295 N/A By: lC7 TRACT AUTHORIZATION: ame: a a ser �t ' N/A Title: I Secretary VENDOR: THE NE UROLEADERSHIP INSTITUTE,INC ATTEST: By: By: N : Jeanine Anderson Name: Cfi Title: Corporate Counsel Title: Date: OFFICIAL RECORD CITY SECRETARY FT. WORTNj TX Proftdonal Services Agreement Page 1I of 16 Execution Copy 9/27/17 EXHIBIT A SCOPE OF SERVICES and FEES 1.Scope of Services Vendor will provide IMPROVE: The Neuroscience of Better Feedback Digital Learning Solution ("IMPROVE")for 200 City managers (the "Audience" and/or"Participants"). IMPROVE features a suite of brain-based tools and is designed to cultivate a culture of feedback through teaching brain-based strategies essential for growth, development, and improving performance. 2. Deliverables 1. Full project team with management and coordination 2. IMPROVE: a. Consulting-" Implementation consulting calls to include: L Overall campaign guidelines for success ii. Executive endorsement strategy iii. Calendar& initiative timelines iv. Web portal and dashboard content& placement v. Email cascade language &strategy vi. Behavior& change management strategies vii. Measurement& storytelling strategy b. Delivery I. Communication templates 1. Executive Endorsemeri Resources 2. Pre-Program Communications 3. Program Communications 4. Sustainment Communications 5. Measurement Communications ii. Participant&direct report materials iii. Webinar 1. Webinar delivery by Vendor facilitator(s)to groups of up to 100 Participants per webinar(2 webinar included in pricing, individual additional webinars at $3,000 each) c. Measurement L Participant and direct report measurement ii. Use of Vendor measurement platform (Qualtrics)with minimal survey customization iii. Participant and up to 6 direct report survey responses per participant (additional cost of$3 per response applies for survey requests exceeding these maximums) htUp to 2 x 60 min measurement consulting calls v. 2 x aggregate reports (1 Participant& 1 direct report) d. Delivery Calibration Calls L Calls with project manager to monitor progress of program Professional Services Agreement Page 12 of 16 Execution Copy 9/27/17 3. Exclusions(additional cost) 1. Teleconferencing/AV 2. Travel (if applicable) 4. IMPROVE Content In accordance with the Section 27 (b) of the Agreement the following is identified/defined as IMPROVE program content ("IMPROVE Content") and is Vendor's Pre-Existing IP is identified and defined as follows: 1. Three 5-minute content videos: Ask for feedback, Ask&Share: What to build on, Ask & Share: Where to refocus 2. Three Research Summaries: Ask for Feedback, Ask & Share: What to Build On, Ask & Share: Refocus 3. Three Conversation Guides: Asking for Feedback, Sharing Feedback, Sharing Unrequested Feedback 4. Three Practice Tools: Ask for Feedback,Ask&Share: What to Build On,Ask&Share: Refocus Direct Report Content ("Direct Report Content"): 1. One 5-minute video for direct reports of Participants 2. One activity guide for direct reports of Participants 5. Content License This SOW grants a license ("License") for use of IMPROVE Content and Direct Report in current form during the Term. License rights include: 1. Use of IMPROVE Content ad hoc by licensed Audience 2. 2 x 40-minute annual virtual consultation conversations 3. Updates on new research. Access to updates on neuroscience research via: ii. Relevant journal articles iii. Relevant industry white papers iv. Industry case studies 4. Rerunning IMPROVE for: v. Attrition (new hires in target Audience who did not attend initial roll-out) vi. Original Audience wanting to refresh learning vii. Original Audience who missed parts of the program 6. Content License Terms&Conditions 1. The License term will commence on the Effective Date for one(1) year(the `Term'), after which Termination applies. City may purchase an annual on-going license for continued use of IMPROVE Content and Direct Report Content by paying the License renewal fee. Any such renewal terms will be outlined in an amendment or additional SOW. 2. Termination: Upon expiration or termination of the License for any reason City immediately forfeits any and all license rights and must cease any use, training, delivery, reproduction, and/or distribution of IMPROVE Content, Direct Report Content, and/or associated materials including any content embedded in City materials and/or programs. Reproduction and/or distribution may include, but is not limited to, display of IMPROVE Content, Direct Report Content, and/or materials in or on internal systems, platforms, intranets, databases, etc. Professional Services Agreement Page 13 of 16 Execution Copy 9/27/17 IMPROVE Content, Direct Report Content, and/or materials may however continue to be used by Participants and Direct Reports strictly for personal use or reference (such as refreshing learning) after the termination or expiration of this SOW. 3. IMPROVE Content usage is strictly limited to the Audience. 4. Direct Report Content usage is strictly limited to the direct reports of the Audience. 5. IMPROVE Content and Direct Report Content may only be used in current form as provided by Vendor. 6. City may not create derivative works of IMPROVE Content and/or Direct Report Content in any form (with the exception of templates or any documentation and/or materials intended for editing). 7. Any copy or dissemination of Vendor Pre-Existing IP or Vendor supporting materials (including, but not limited to, those Vendor materials delivered to City within the IMPROVE program) or portions thereof, must include Vendor's trademark and copyright notice as provided on the materials. 8. Nothing herein shall give City any right, title, or interest in or to any of the Vendor Pre- existing IP, except a mere privilege and license to use the Vendor Pre-Existing IP solely according to the terms and conditions of this SOW. Any unauthorized use of the Vendor Pre-Existing IP will constitute a material breach of this SOW and an infringement of Vendor's Intellectual Property. 8. City shall not distribute, sell, license or lease the Vendor Pre-Existing IP under any circumstances (other than to employees of City as contemplated by this SOW). 7.Standard Terms&Conditions 1m Upon acceptance of this SOW, City is liable for all fees due as outlined in Section 8. 2. Fees offered are a flat rate. In the event components of the course are cancelled, any remaining fee balance(s) is/are still due and payable as outlined in Section 8. Additionally, no refunds will be given. 3. Upon City's digital receipt of IMPROVE Content all fees are due and payable as outlined below, irrespective of usage by Audience. 4. Digital recording and/or sound recording of any program session(s) are not permitted. Photographic, still images are permitted. 5. Venue, audio/visual equipment (including data projector and screen), teleconferencing and catering for Participants, is to be provided and/or paid for by the City where applicable. 6. Any Deliverables and/or materials will be delivered as a digital file via email to designated City contact. Use of any digital file provided is strictly limited to the Audience. City is responsible for internal distribution to Participants including, but not limited to, any printing costs. T Audience numbers are maximum caps. Should actual participant numbers fall below caps no credits or refunds will be given. Should City wish to increase the Audience caps they must first obtain written approval from Vendor. Increasing any caps will incur additional fees which shall be negotiated at the time of any such request. 8. Vendor reserves the right to request reasonable documentation from City reflecting the number of employees who have participated in any IMPROVE programs (in connection with the Deliverables)to verify participant/Audience numbers. Professional Services Agreement Page 14 of 16 Execution Copy 9/27/17 9. Delivery dates involving Vendor facilitators must be confirmed with Vendor engagement manager at least six (6)weeks in advance and will be confirmed by a delivery date confirmation document, upon which postponement terms will activate. If any confirmed delivery date needs to be postponed City will provide written notice via email to Vendor engagement manager. Postponement fees are based upon when this notice is given: a) Postponement fee in relation to confirmed delivery date: Postponement Notice Period (calendar days to confirmed delivery date), Fees payable 30 days or greater No fee Less than 30 days, 14 days or greater 20% of applicable delivery fees Less than 14 days, 7 days or greater 25% of applicable delivery fees Less than 7 days 35% of applicable delivery fees *City must provide a reschedule date for any postponed training sessions within fourteen (14) calendar days from the postponement notification date or training may not be **In cases of cancellation of services, City will liable for fees for any services provided prior to cancellation including but not limited to implementation and consulting costs. S. Fees Offering Cost Amount Payable 1 x IMPROVE DLS for 200 Participants $45,000 $45„000 Total Fee Payable $45,000 Milestone Invoice & Payment Dates—payment term, net 30 days on receipt of invoice Invoice date Milestone Amount Payable Upon acceptance of this Upon acceptance of this $22,500 SOW SOW TBD Upon completion of Wh Week $22,500 Webinar Professional Services Agreement Page 13 of 16 Execution Copy 9/27/17 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY THE NEUROLEADERSHIP INSTITUTE,INC 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, ordnance 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: C A'^ Position: C'V r Pj r-.k C4 rs s; 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of General Manager Other Title: �r Date: Professional Services Agreement Page 16 of ib Execution Copy 927117