Loading...
HomeMy WebLinkAboutContract 49989 CITY SECRETARY) CONTRACT NO. ..., . PROFESSIONAL SERVICES AGREEMENT GSE��� Y BETWEEN THE CITY OF FORT WORTH AND TRANSITION PATH 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 its duly authorized Assistant City Manager, and TRANSITION PATH, INC. ("Consultant"), a Canadian corporation, and acting by and through Jeff Theeuwen, its duly authorized Vice President of Client Services,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; 3. Exhibit B—Price Schedule;and 4. Exhibit C—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 SERVICES. Consultant hereby agrees to provide City with web based or telephonic sessions using its proprietary methodology in problem resolution and capturing, organizing, documenting, and transferring institutional knowledge held by City's key employees for use through any transition that may occur in the employee life cycle regarding key positions (refereed to herein as "Sessions"). Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A,"- Scope of Services, which more specifically describes a Session and other services to be provided hereunder. 2. TERM. Services pursuant to this Agreement shall be provided by Consultant for a period of one (1)year from the date of execution by City("Initial Term"),unless terminated earlier in accordance with Section 4 of this Agreement. City shall have the option to renew this Agreement under the same terms and conditions, for up to two (2) consecutive additional terms of one year each, each considered a renewal term("Renewal Term"), upon written notice to Consultant no less than 30 days' prior to the expiration of the then current ten-n, at City's sole discretion. The Initial Term and any Renewal Term(s) shall collectively be referred to as the"Term." 3. COMPENSATION. As full and complete compensation for all Services outlined in Section I, City shall pay Consultant an amount not to exceed Ninety Nine Thousand Dollars($99,000.00)annually for the Initial Term or for any Renewal Term,inclusive of all professional services and Consultant expenses. Consultant shall bili City in accordance with the Pricing Schedule set forth in Exhibit B, which is attached hereto and incorporated herein for all purposes. Consultant 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 Professional Services Agreement Page t of+3 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX the additional costs for such services. City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall termi►tate 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 Consultant for services actually rendered up to the effective date of termination and Consultant 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, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant 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. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Consultant 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. Consultant 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, Consultant shall, in good faith, rise 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. Consultant 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 Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work Professional Services Agreement Page 2 of 13 space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant 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, Consultant 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, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers,agents,servants and employees,and Consultant, its officers,agents,employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,servants, employees or subcontractors of Consultant. Neither Consultant,nor any officers,agents, servants, employees or subcontractor of Consultant shall be entitled to any employment benefits from City. Consultant 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- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FDR.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 CONSULTANT, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERV4NTS 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 (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY 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 CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Consultant 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 Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the Professional Services Agreement Page 3 of 13 responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising tinder 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, Consultant shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant 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 Consultant'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, Consultant 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 Consultant terminate this Agreement, and refund all amounts paid to Consultant 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. Consultant 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 Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,subcontractor shall execute a written agreement with Consultant referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply.Consultant shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant has represented and made assurances to City that the Sessions provided will not involve anv traveling, use of automobiles, or in-person interaction requiring its employees or agents on any property owned by City. Therefore. City agrees to waive any Commercial General Liability Insurance and Automobile Insurance. However, Consultant 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) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Services Agreement Page 4 of 13 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. (b) Technology Liability(Errors& Omissions): $2,000,000- Each Claim Limit $2,000,000- Aggregate Limit Coverage shall include, but not be limited to,the following: (i)Failure to prevent unauthorized access (ii)Unauthorized disclosure of information (iii)Implantation of malicious code or computer virus (iv)Fraud, Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret,brought against the City for use of Deliverables, Software or Services provided by Consultant under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may not exceed$50.000 without the written approval of City. Coverage shall be claims-made,with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested,shall be submitted to City to evidence coverage. 10.2 General Requirements (a) 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. (b) 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 Professional Services Agreement+ Page 5 of 13 strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (c) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (d) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Consultant 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 Consultant of any violation of such laws, ordinances, rules or regulations,Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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 VIOLA'T'ION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONSULTANT 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 CONSULTANT: I City of Fort Worth Transition Path,Inc. Attn: Susan Alanis,Assistant City Manager Brian Monette,CEO 200 Texas Street 36 Toronto St. Suite 800 Fort Worth,TX 76102-6314 Toronto,Ontario M5C 2C5 Facsimile:(817)392-8654 Facsimile: NA With copy to Fort Worth City Attorney's Office at same address Professional Services Agreement Page 6 of 13 14. SOLICITATION OF EMPLOYEES. Neither 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 Consultant , 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 Consultant 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 Consultant'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 MA3EURE. City and Consultant 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 Professional Services Agreement Page 7 of 13 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, B and C,contains the entire understanding and agreement between City and Consultant, 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. Consultant 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 Consultant's option, Consultant 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 Consultant for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.City,upon written notice to Vendor,shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed. and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). For clarity, Consultant retains the exclusive right, title and interest rights copyright, patent, trademark, trade secret Professional Services Agreement Page 8 of 13 and other proprietary rights to methodologies reports, work papers, procedures, guide ad documentation created, published and/or produced by the Consultant prior to the date of this Agreement. 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, Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Consultant 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 Consultant 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 Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 11 day of November ,20 17. (signature page follows) Professional Services Agreement Page 9 of 13 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this �L- contract,including ensuring all performance and By. reporting requirements. N e: Susan Alanis litle: Assistant City Manager Date: LI, 1�7( By: Name: LWAIA APPROVAL RECOMMENDED: Title: ' APPROVED AS TO FORM AND LEGALITY: By: Marne: Title: By: Name: Thomas—Hansen ATTEST: QR?„ Title: Assistant City Attorney 0 CONTRACT AUTHORIZATION: f.: M&C: By: ;2 ame: a r* Title: y Seer CONSULTANT: TRANSITION PATH,INC, ATTEST: By: B y- y: Name: tan Monette Name: S Belcredi Title: CEO Title: Admin Date I1!]1/17 Professional Services Agreement Page 10 of 13 OFFICIAL.RECORD CITY SECRETARY FT.WORTNt TX EXHIBIT A SCOPE OF SERVICES For each Session,purchased by City,Consultant will perform the following services: • Consultant will provide a sample"communication template"to the requesting City department that has purchased a Session with Consultant. • Consultant will then schedule the Session with City and perform the Session on the agreed upon date with City employee. • Each Session will be delivered remotely through video conferencing or phone and will last approximately 90 minutes in length. • There is no preparation required on the part of the participating City employee before the scheduled Session. • At each Session a Consultant analyst will elicit,capture and organize,in order of priority from the City employee, an organized view of roles and responsibilities, best practices, and insights into how the participant performs in their respective role with City. • Consultant will secure from the participant those elements of the participant's role that the participant deems to be critical,that may reflect"caution"for City,that requires specific knowledge,skills,experiences,certifications etc. and that represents an area that may be enhanced through innovation or eliminated all together. • Using City's nomenclature and vernacular,Consultant will develop an "output report'' which will identify specific knowledge,,skills and behaviors that contribute to the successful execution of the City employee's work responsibilities and of City's strategic priorities and will help City to: o Understand the contributions and work product of the City employee o Assess potential risks in capabilities,skills,processes,and tools used by the City employee o Consider strategies to reduce the impact of the City employee's transition out of their role. o Proactively plan for workforce and workload changes including streamlining processes and functions o Develop the City employee's/team's capacity to work effectively and productively during periods of change • Consultant will also be responsible for drafting a report which will be sent to City and the City employee shortly after the session ends. • The City employee will have the opportunity to request revisions to their report to ensure it is complete and accurate. • The final report will be produced within 48 hours after the telephonic or video conferencing session. • Consultant and a representative from the respective City department will meet(as requested/required)to review the report and identify areas of focus for subsequent sessions. Professional Services Agreement Exhibit A Page 11 of 13 EXHIBIT B PRICE SCHEDULE The services provided by the Consultant in the form of"Sessions"will be billed on a per Session basis. The per Session bill rate for the services Consultant will provide shall be as follows: 1. The first 25 Sessions requested by City during the Initial Term will be $1,350.00 per Session. 2. The 26th through 100th Sessions requested by City during the Initial Term will be $1,250 per Session. 3. The 101"through Be Sessions requested by City during the Initial Term will be$1,150 per Session. 4. The 151" session, and all Sessions requested by City thereafter during the Initial Term, will be$1,000 per Session. At the end of the Initial Term,the per Session bill rate will revert to Number 1 above and operate under the same structure for the second year,if this Agreement is renewed. Total payments under this Agreement shall not exceed$99,000.00 Consultant will invoice City on a per Session basis after an entire Session has been executed. Payment will be due within 14 days of the date City receives an invoice. Professional Services Agreement—Exhibit B Page 12 of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTORITY Consultant hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant 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 Consultant. 1. Name: Position: S1119,nature 2. Name: Posit• n: Signature 3. Nam- /on: Signature Name- Sig esident/CEO Other Title: Date: Professional Services Agreement—Exhibit C Page 13 of 13