HomeMy WebLinkAboutContract 51769 CITY SECRETARY
CONTRACT N0. 51710
PROFESSIONAL SERVICES AGREEMENT
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 Whitney Smith Company,
Inc. ("Vendor"), a Texas corporation, and acting by and through Gretchen F. Smith, its duly authorized
Executive Vice President, 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.
5. Attachment D-Certificate Regarding Debarment
f Exhibits A,B and C,which are attached hereto and incorporated herein are made a art of this Agreement
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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.
Vendor hereby agrees, with good faith and due diligence, to provide small group
mediation/conflict resolution (typically 2 to 4 individuals), facilitated communication services
with groups (up to 30 people), and individual coaching for members of City leadership, on an as
needed basis for all City departments.
Vendor shall perform such work upon receiving written Authorization from City representatives
for each mediation, facilitated communication for large groups, and individual coaching. Vendor shall
provide verbal and/or written report(s)to City representative as requested for each service performed.
2. TERM.
This Agreement shall begin on February 1,2019("Effective Date")and shall expire on January 31,
2020 ("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 four(4)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"B,"—Price
Schedule. Total payment made under this Agreement for each year by City shall be in the amount not to
Rexceed Thirty Thousand and 00 Dollars(S30,000.00).Vendor shall not perform any additional services
odor bill for expenses incurred for City not specified by this Agreement unless City requests and approves in
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writing the additional costs for such services.City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
4. TERMINATION.
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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.
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4.2 Non_aunronriation 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 Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City("City Information")as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RECORDS
6.1 Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
Professional Services Agreement—City of Fort Worth Page 2 of 14
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.
6.2 Public Information Requests. If the City receives a public information request for any records
maintained Vendor pursuant to this Contract,the Vendor will provide the records to the City within five
business days in order to respond to the request as soon as possible and within the ten business days allowed
fby the Texas Attorney General.
7. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
j 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
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, 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 HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANY"ND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTINGLOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDINGDEATH, TOANYAND
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
Professional Services Agreement—City of Fort Worth Page 3 of 14
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
I 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. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City.If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply.Vendor
shall provide City with a fully executed copy of any such subcontract.
10. 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
Professional Services Agreement—City of Fort Worth Page 4 of 14
(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 accidentloccurrence
$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
Professional Services Agreernau—City of Fort Worth Page 5 of 14
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.
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 The Whitney Smith Company,Inc.
Attn: Susan Alanis,Assistant City Manager Attn:Gretchen F.Smith,Executive Vice President
200 Texas Street • 301 Commerce Street, Suite 1950
Fort Worth,TX 76102-6314 Fort Worth,TX 76102
Facsimile:(8 17)392-8654 Facsimile:(817)877-3846
With copy to Fort Worth City Attorney's Office at
same address
Professional Services Agreement—City of Fort Worth Page 6 of 14
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
Vendor,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
i 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.
Profe-Wonal Services Agreement—City of Fort Worth Page 7 of 14
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, B, C and D, 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 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.
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
Professional Services Agreement—City of Fort Worth Pago 8 of 14
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire"within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
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. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel;and (2)will not boycott Israel during the term of the contract.
IN WW7ffM WHEREOF, the parties hereto have executed this Agreement in multiples this
ff day of 20_,HC. C q
(signature page follows)
Professional Services Agreement—City of Fort Worth Page 9 of 14
ACCEPTED AND AGREED:
VENDOR:
The Whitney Smith Company,Inc. ATTEST:
W
By: �f� By: �
Name: Gretchen F.Smith Name:
Title: Executive Vice President Title: EE'X e C.v-k.ve— R-,--;ft-
Date: V W 11 ;
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: this contract,including ensuring all performance and
ame: usan Alanis reporting requirements.
Assistan City Manager
Date: CD By:
ame: Kevin Duval
APPROVAL RECOMME ED: Title: Employee Re ations Coordinator
APPROVED AS TO FORM AND LEGALITY:
By:
me: n D' erson
Huma esources Director By: d- _
ame: John B.Stag
ATTEST: Title: Assistant City Attorney
F R (2 CONTRACT AUTHORIZATION:
M&C: N/A
B����
am . Mary J.Kayser
LJ * Title: City Secretary
•�Xp,S
OFFICIAL RECORDCiTy 9- !
1
Professional Services Agreement—City of Fort Worth age o 4
FT. WFY
EXHIBIT A
SCOPE OF SERVICES
Vendor is expected to:
• Act as a neutral third party to resolve a conflict or a dispute between two or more persons
or groups.
• Provide qualified expertise in facilitating and mediating disputes and/or conflict.
• Focus on the existing workplace relationship,seek to avoid the escalation of the conflict
to re-create sensible dialogue between the parties,and help them find lasting resolution
by agreement and, if possible,repair the working relationship.
• Serve as a trained expert to work with parties to facilitate communication geared towards
understanding each other's issues and working towards an agreed and lasting action plan.
• Give City employees and management a clear framework for exploring ways to find
resolution in a safe and objective way.
• Facilitate resolving matters between individuals as speedily as possible and provide a
process that makes mediations easy and quick to set up without excessive wait time for
the mediation process to begin.
• Serve as an individual coach for management or executive staff in regards to how they
interact with others at work and provide leadership.
• Work with City Human Resources staff members in the Employee and Labor Relations
Division(ELRD)to identify/recommend strategies for resolving situations.
• With the general direction of ELRD staff,work with individual employees and/or
supervisors and managers,to develop and facilitate implementation of specific action
plans to resolve identified situations.
• Communicate with staff in Human Resources,employees,and/or City leadership
personnel on the status of situations as needed.
• Recommend further strategies and actions to address continuing problems.
• Be available if/when required for follow-up consultation.
• Charges for services would be in terms of either a total hourly rate or daily rate.
Professional Services Agreement—Exhibit B Page 11 of 14
EXHIBIT B
+ PRICE SCHEDULE
PLAN ;. PLAN TERMS ,; '�.; �<..,Y,x•
• The minimum monthly fee and minimum monthly hours are determined by the number of full-time
$230/hour RETAINER employees.
AGREEMENT • A one-month deposit is due at the beginning of the agreement period and will be credited on the invoice due
for the sixth month.
• This agreement Is for a minimum of six months and will continue until cancelled with a 60-day written notice.
•A block of hours Is purchased in advance and used at the client's convenience over a 12-month agreement
ADVANCE Pew
$230/hour PURCHASE • The number of hours purchased in advance.b determined by the number of full-time employees.
AGREEMENT • A maximum of 25%of the total hours purchased Is allowed to be used each month from the block
purchased.
RETAINER AGREEMENT ADVANCE PURCHASE
Number of Minimum Monthly Minimum;Monthly" Number of Total Hours Total Advance
Full-Time,Empldyees 'Retainer Hours. Retalner.Fee Full-Time Employees Purchasedin Advance- '"'Purchase Fee'',
1'-100 3 $690 1-100 20 $4,600
101-250 4 $920 101-250 30 $6,900
251-500 5 $1,150 251-500 40 $9,200
501-750 6 $1,380 501-750 50 $11,500
751-1,000 7 $1,610 751-1,000 60 $13,800
Over 1,000 8 $1,840 Over 1,000 70 $16,100
AGREEMENT
t... ,. ,.
HOURLY RATE-*.,,--'. PLAN" PLAN TRMS' n
• One hour is purchased each month for a minimum of 12 months until cancelled with a 60-day written notice.
1 HOUR • A one-month deposit Is due at the beginning of the agreement period and Is credited on the invoice due for
$270/hour RETAINER the 12th month.
AGREEMENT • Unused hours are accumulated each month to be used during the 12-month agreement period.
• Time used in excess of the accumulated hours Is billed In quarter-hour increments.
NONRETAINER • TMe Is billed in quarter-hour increments at the nonretainer rate.
$320/hour • A minimal deposit Is required based upon the size of the project.
AGREEMENT • The hourly rate Is not guaranteed beyond the scope of the nonretainer project.
CONTINGENCY SEARCH-Contingency search services are available at 30%of the recruited employee's
annual compensation,payable upon completion of the search.
RETAINED SEARCH-Retained search services are available at 25%of the recruited employee's annual
compensation,plus expenses.This fee will be billed as one-half of the estimated fee at the initiations of the
search and the balance of the fee upon completion of the search.
Professional Services Agreement—City of Fort Worth Page 12 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
FULL LEGAL NAME OF COMPANY:
LEGAL ADDRESS:
SERVICES TO BE PROVIDED:
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
i 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.
i
1. Name: G.Whitney Smith
Position: Pre 'den
Signature
2. Name: Gretchen F.Smith
Position: Executive Vice
�Prre ' nt
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CYO
Other Title:
Date: 01
Professional Services Agreement—Exhibit C Page 13 of 14
ATTACHMENT D
CERTIFICATION REGARDING DEBARMENT
Certification Regarding Debarment, Suspension and Other Responsibility Matters (Executive Order
12549,Debarment and Suspension,34 CFR Part 85)
Contractor certifies to the best of its knowledge and belief,that it and its principals:
(a) [ ] Are are not presently debarred, suspended, proposed for debarment,declared
ineligible, or voluntarily excluded from covered transactions by any Federal department
or agency;
(b) [ ] Have [ eve not within a three-year period preceding award of this Professional
Services Agreement been convicted of or had a civil judgment rendered against them
for commission of fraud or a criminal offense in connection with obtaining, attempting to
obtain,or performing a public(Federal,State or Local)transaction or contract under a public
transaction; violation of Federal or State antitrust statutes or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property.
(c) []Are[q/are not presently indicted for or otherwise criminally charged by a governmental
entity (Federal, State or Local) with commission of any of the offenses enumerated in
Paragraph(b)above;and
(d) [ ]Have[41�ve not within a three-year period preceding award of this Agreement had one
or more public transactions(Federal,State or Local)terminated for cause or default.
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Contractor Signature D
. rtttiyn F.
Typed or Printed Name Contract No.
Professional Services Agreement--City of Fort Worth Page 14 of 14