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HomeMy WebLinkAboutContract 53659 C CITY SECRETARY CONTRACT NO. -5 5 PROFESSIONAL SERVICES AGREEMENT Integrated Leadership Concepts, 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 David Cooke, its duly authorized City Manager, and INTEGRATED LEADERSHIP CONCEPTS,INC.("Consultant"),a Texas corporation and acting by and through Paulette Turner,its duly authorized 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 Executive Coaching Services; and 3. Exhibit B—Compensation for Executive Coaching Services. 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 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 shall provide weekly executive coaching sessions, including all necessary preparatory wort:for such sessions,as more specifically set forth in Exhibit"A,"Scope of Executive Coaching Services (the"Services"). 2. TERM. This Agreement shall be effective as of January 1,2020("Effective Date")and shall expire at 1 1:59 P.M. on June 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement (the"Term"). This Agreement may not be extended or amended unless mutually agreed in writing by both the City and Consultant. 3. COMPENSATION. City shall pay Consultant the sum of$12,000.00 for all Services rendered under this Agreement, payable in full within 30 calendar days following Consultant's completion of all Services required under this Agreement and receipt by the City of an invoice for the same from Consultant. 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 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 upon provision of written notice to the other. 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 OFFICIIAL RECORG, Professional Services Agreement(integrated Leadership Concepts, Inc.)(January-June 2020) , Pa e`1 of 9 r FT. W&A,FAX 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 Consultant for services actually rendered 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, 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. 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 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, consultants and subcontractors. Consultant acknowledges that the doctrine of respondeat superior- shall not apply as Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 2 of 9 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 contractor and subcontractors. Neither Consultant, nor any officers, agents, servants,employees or subcontractors 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 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 CONSULTANT, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDE3 NIFICATION - CONSULTANT 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(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANYRESUL TING 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 CA USED 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 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, 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 Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 3 of 9 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 AssiCnment. 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 the 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, any such subcontractor shall execute a written agreement with Consultant referencing this Agreement under which the 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 shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant in the course of providing services under this Agreement. 10.2 General Requirements (a) The commercial general liability policy 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) 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 Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 4 of 9 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. (c) 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. (d) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to the 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 VIOLATION 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: Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 5 of 9 To CITY: To CONSULTANT: City of Fort Worth Integrated Leadership Concepts, Inc. Attn: David Cooke, City Manager Attn: Paulette Turner 200 Texas Street 3801 Hillside Trail Fort Worth, TX 76102-6314 Grapevine, TX 76051 Facsimile: (817)392-8654 Email: pturnery.e ilc-inc.com With copy to Fort Worth City Attorney's Office at same address 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 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 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. Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 6 of 9 19. FORCE MAJEURE. 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 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 and B. 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 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 high 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. Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 7 of 9 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (1-9), 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. Contractor 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.Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Contractor 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 Contractor. 27. 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. 28. 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. 29. 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: (i )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: (i) 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 to be effective as of the later date indicated below. (signature page follo►vs) Professional Services Agreement(integrated Leadership Concepts, Inc.)(January-June 2020) Page 8 of 9 ACCEPTED AND AGREED: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: — �' �A' Nam . avid Cooke By: IQ Title: City Manager Name: Peter Vaky Date: Title: Deputy City Attorney � �L �� CONTRACT AUTHORIZATION: M&C: none required ATTEST: V:OR By: Name: Mary J. ys Title: City See etary CONSULTANT: INTEGRATED LEADERSHIP CONCEPTS, INC. B Y: Name: Paulette Turrier Title: President Date: � � cl-� OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement(Integrated Leadership Concepts, Inc.)(January-June 2020) Page 9 of 9 Exhibit "A" Scope of Executive Coaching Services Purpose This document provides the proposed plan to address the expressed desire for an extension of executive coaching services for Valerie Washington. The names and roles of individuals involved are: David Cooke — City Manager, City of Fort Worth, Executive Sponsor Valerie Washington — Assistant City Manager, City of Fort Worth, Coaching Client Paulette Turner—President, Integrated Leadership Concepts, Inc., Coach Approach Based on proven research, pragmatic experience, and evidence-based coaching, the Services will be a follow-up to the executive coaching engagement executed on June 8, 2018 (City Secretary Contract No. 50867), January 30, 2019 (City Secretary Contract No. 51812), and August 9, 2019 (City Secretary Contract No. 52648) and will consist of weekly one-hour, face-to-face sessions over the course of the Term. The intent of the extended coaching engagement is: 1. To provide direct and detailed feedback to Valerie on her performance and image. 2. To focus on the following areas to ensure sustained behavioral changes: a. Time Management b. Relationship Building c. Team Management 3. To serve as a sounding board and resource for Valerie as needed. This arrangement is deliberately flexible and will be modified as needed based on the client's and the coach's schedules and needs. Desired Outcomes At the end of the engagement, the desire is to have visible signs and evidence of sustained behavioral change in the areas identified above; specifically, Time Management, Relationship Building and Team Management. Exhibit"A" Professional Services Agreement(integrated Leadership Concepts, Inc.)(January-June 2020) Exhibit "B" Executive Coaching Services - Compensation Pricing and Payment Schedule The fee for this executive coaching engagement is $12,000.00. This pricing includes: • weekly, in-person coaching sessions • feedback sessions with the executive sponsor as appropriate • gathering of feedback as appropriate from Valerie's colleagues If the client, the executive sponsor and the coach determine there is a desire to extend the engagement beyond the Expiration Date, there will be additional coaching fees for an extension. The additional coaching fees for the extension will be discussed and agreed to by both parties prior to the engagement commencing. Integrated Leadership Concepts, Inc. will invoice the City for the full amount of the fee upon completion of all Services. Remittances should be made payable to Integrated Leadership Concepts, Inc. Standard invoice terms are net 30 days. Payment should be remitted to: Paulette Turner Integrated Leadership Concepts, Inc. 3801 Hillside Trail Grapevine, Texas 76051 Exhibit"B" Professional Services Agreement(integrated Leadership Concepts, Inc.)(January-June 2020)