HomeMy WebLinkAboutContract 55359 CSC No.55359
MASTER SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND CAREERS WORK INC.dba CAREER MANAGEMENT PARTNERS
This MASTER 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 JESUS J.CHAPA,its duly authorized Deputy City Manager,and Careers Work,Inc.dba Career
Management Partners ("Consultant"), a domestic for-profit corporation, and acting by and through
Maryanne Pifia,its duly authorized Chief Executive Officer,each individually referred to as a"party"and
collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services; and
3. Exhibit B—Sample Work Order.
Exhibits A and B which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the 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 agrees to provide City with executive level coaching for select City employees upon
individual requests from City. Each executive level coaching program will consist of fourteen coaching
sessions along with additional required services to take place before,during and after the coaching sessions
including, for example,the production of a development program,identification of specific assessments to
be conducted and program close out meetings (Standard Program), with the possibility of adding seven
additional sessions (Program Extension) upon request of the City through a written work order signed by
both parties (collectively "Services"). Exhibit "A," - Scope of Services more specifically describes the
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 a"Renewal Term"). The Initial Term
and any Renewal Term may be referred to herein individually as a"Term." City will provide written
notice to Consultant no less than 30 days'prior to the expiration of the then current term, if City,in its sole
discretion, exercises its option to renew this Agreement. The Initial Term and any Renewal Term(s) shall
collectively be referred to as the"Term."
3. COMPENSATION.
OFFICIAL RECORD
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners CITY SECRETARY
for Coaching Services FT. WORTH, TX
3.1 General Provisions. The maximum amount to be paid to Consultant by City for all Executive
Coaching Services provided pursuant to this Agreement, including any applicable Work Order and
Additional Service Expenses, shall not exceed Fifty Thousand Dollars ($50,000.00) for any annual
contract period(Initial Term or a Renewal Period). The City shall pay Consultant in accordance with the
provisions of this Agreement.Consultant shall not perform any additional services for the City not specified
by the applicable Statement of Work unless the City requests and approves in writing the additional costs
for such services. The City shall not be liable for any additional expenses of Consultant not specified by
this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late
payments not to exceed one percent(1%)per month, or, if less,the highest rate permitted by law.
3.2 Fee Structure.
3.2.1 Work Order for Consultant's Fee. Consultant will meet with City prior to any Services being
conducted and discuss the specific needs of the City. After this initial consultation, Consultant and City
will execute a Work Order that will list the specified services to be conducted for that particular request for
executive coaching Services. An example Work Order is attached to this Agreement as Exhibit`B". Upon
the execution of a Work Order by the parties,the City agrees to pay the Consultant Fee as follows:
a. For a Standard Program,consisting of the fourteen coaching sessions, City will pay Consultant
an amount up to Six Thousand Dollars($6,000.00).
b. A Program Extension may be requested before or during the Services and will consist of seven
additional coaching sessions. City will pay Consultant Two Thousand Five Hundred Dollars
($2,500.00)for the Program Extension if agreed upon by both parties in writing.If the Program
Extension is requested at the initial meeting with City, the additional amount will be listed on
the same Work Order. If a request for a Program Extension is requested while Services are
already being provided, a separate Work Order will be executed between the parties.
3.2.2 Additional Service Expenses. Consultant offers separate services not included in the Consultant's
Fee as listed in 3.2.1 of this Agreement. These services include leadership and personality assessments
("Additional Services") which are more fully described in Exhibit "A." In the event the City desires
Additional Services,the City shall indicate on the applicable Work Order what Additional Services will be
requested. The Work Order will indicate the negotiated price to be paid by City to Consultant for the
Additional Services. Upon the completion of any Additional Service by Consultant, the Consultant shall
provide the City with a listing of Additional Services completed on the applicable monthly invoice
submitted to the City. Under no circumstances will City pay more than Five Thousand Dollars
($5,000.00) for Additional Services for any annual contract period (Initial Term or a Renewal
Period).
3.3 Payments:
3.3.1 Structure of Payments. Each Work Order for Executive Coaching Services shall outline Consultant's
Fee to be paid in accordance with the structure provided below. The fee shall be structured as three (3)
payments, depending on Services requested, as follows:
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 2 of 21
A. Three thousand dollars ($3,000.00)+Any Additional Service Expenses after Tasks 1-5, as
listed in Exhibit A,have been completed by Consultant;
B. Three thousand dollars ($3,000.00)+Any Additional Service Expenses after Tasks 6-9, as
listed in Exhibit A,have been completed by Consultant.
C. *Only Applicable if a Program Extension is Approved* Two thousand five hundred dollars
($2,500.00)+Any Additional Service Expenses after the additional seven coaching sessions are
completed.
3.3.2 Invoice. Each invoice shall reference the applicable department that requested the services. If an
invoice is seeking both payment of a Consultant's Fee and Additional Service Expenses, each said amount
will be identified separately on the invoice. On each invoice, the Consultant shall separately list the total
amount for Fees for which invoices were previously submitted during the then-current annual contract
period(either Initial Term or Renewal Period) and the total amount of Fees for the entire period, including
those amounts being requested under the then-current invoice.If the City requests additional documentation
of expenses,the Consultant shall provide such information if available.
Consultant shall submit invoices for Consultant Fees and Additional Service Expenses to the individual
identified as the employing department's contact in the applicable Statement of Work and also submit a
copy to the Talent Acquisition Manager in the Human Resources Department,200 Texas Street,Fort
Worth,Texas 76102. On full and final completion of the Services for a Statement of Work,the Consultant
shall submit a final invoice.
3.3.3 Time for Payment;Dispute. Invoices are generally due and payable within thirty(30)days of receipt.
In the event of a disputed or contested billing, only the portion being contested will be withheld from
payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill
or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been
mutually resolved. Additionally, City is not liable to Consultant for attorney's fees incurred in collection
of any disputed or contested charges.
For contested billings,the City shall make payment in full to Consultant within 60 days of the date
the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days'
written notice to City, suspend services under this Agreement until paid in full,including interest calculated
from the date the billing contest was resolved. In the event of suspension of services,Consultant shall have
no liability to City for delays or damages caused to City because of such suspension of services.
4. TERMINATION.
4.1. Written Notice. City or Consultant may terminate this Agreement at any time with or
without cause 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 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.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 3 of 21
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, 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. Section 6 will survive the expiration or termination of this
Agreement.
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 respondent superior shall not apply as
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 4 of 21
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 subcontractor 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 subcontractor.
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, INCL UDING
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,
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(INCLUDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'SBUSINESS
AND ANYRESULTING 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 PROPERTYINDEMNIFICATION —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
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 5 of 21
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.
Section 8 will survive the expiration or termination of this Agreement.
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, sub Consultant shall execute a written
agreement with Consultant referencing this Agreement under which sub Consultant 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, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 6 of 21
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 7 of 21
(f) 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:
To CITY: To CONSULTANT:
City of Fort Worth Careers Work, Inc. dba Career Management
Attn: Jesus Chapa, Deputy City Manager Partners
200 Texas Street Attn: Maryanne Piiia
Fort Worth,TX 76102-6314 2435 N. Central Expressway
Facsimile: (817)392-8654 Suite 830
Richardson, TX 75080
With copy to Fort Worth City Attorney's Office at Phone: (817)-791-0755
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
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
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 8 of 21
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 NUMURE.
City and Consultant will exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement, but will 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;epidemics or pandemics;government action or inaction;orders of government;
material or labor restrictions by any governmental authority; transportation problems; restraints or
prohibitions by any court,board, department, commission, or agency of the United States or of any States;
civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein
but which is beyond the reasonable control of the Party whose performance is affected(collectively,"Force
Majeure Event"). The performance of any such obligation is suspended during the period of, and only to
the extent of,such prevention or hindrance,provided the affected Party provides notice of the Force Majeure
Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be
determined by the City in its sole discretion. The form of notice required by this section will be the same
as Section 13.
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.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 9 of 21
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 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.
Consultant 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, Consultant shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Consultant 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 Consultant employee who is not legally eligible to perform such services.
CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
27. OWNERSHIP OF WORK PRODUCT.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 10 of 21
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). 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 the Managing Partner of Consultant whose name, title and signature is affixed on the
Signature Page of this Agreement.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. NO BOYCOTT OF ISRAEL
If Vendor has fewer than 10 employees or this Agreement is for less than$100,000, this section does
not apply. 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.
(Signature page to follow)
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 11 of 21
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
�W responsible for the monitoring and administration of
By:JesusJ.chapa(Mar1,202111:04csT) this contract,including ensuring all performance and
reporting requirements.
Name: Jesus J. Chapa
Title: Deputy City Manager
�
Date: Mar 1, 2021 sT
By:Neen KOwu(Feb28,202113:09CST)
Name: Neena Kovuru
APPROVAL RECOMMENDED: Title: Assistant Director of HR
APPROVED AS TO FORM AND LEGALITY:
/INgtGV 2 ao4!�
By:Nathan Gregory(Feb 28, 0211 :10
Name: Nathan Gregory
Title: Interim Director,Human Resources
By:0y&*_L_
4�44nnn�� Name: Jessika J.Williams
ATTEST: a on?I � Title: Assistant City Attorney
00
0° op d
cis Ova
0 8=a CONTRACT AUTHORIZATION:
0 °�Pa ICY M&C:
By: as °°°°°°°°° a
Name: Mary Kayser ��nEXAsoa
Title: City Secretary
CONSULTANT:
Careers Work, Inc. dba Career Management
Partners
By:Maryanne a Feb28 202111:58c
ame: Maryanne Piiia
Title: Chief Executive Officer
Date: Feb 28, 2021
OFFICIAL RECORD
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners CITY SECRETARY
for Coaching Services FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
This Exhibit"A"is attached to and made a part of the Master Services Agreement between the City of Fort
Worth (City) and Careers Work, Inc. dba Career Management Partners (Consultant) (the "Agreement").
The Scope of Services under the Agreement is described as follows:
Consultant shall provide individual executive coaching services for City with set goals tailored to a
respective City Department's request for the coaching of an employee for specific needs, whether it be for
career growth, developing high potential executives or identified areas for improvement. In particular,
Consultant will perform the following tasks as detailed herein:
Task 1: Identification of CMP coach that is best fit
Task 2: Initial Meeting with designated employee (Coachee) to provide process overview
Task 3: Administration of validated individual assessments and 360-assessment
Task 4: Profile meeting with Coachee to debrief assessments and finalize Develop Plan
Task 5: Conduct 7 first-half coaching sessions with between-session support via phone and
email
Task 6: Conduct mid-term calibration meeting with City Manager/Direct Manager—update
development plan/focus based upon progress.
Task 7: Conduct 7 second-half coaching sessions with between-session support via phone and
email
Task 8: Development of Sustainability Plan to ensure improvement continues post-session.
Task 9: Wrap-Up Meeting with City Manager/Department Head
Task 1—Identification of CMP Coach
Consultant's Duties: CMP President,Joe Frodsham,will meet with the employee and/or their manager to
assess the key characteristics of the coaching so as to identify a CMP Coach who is the best fit. Key aspects
of the employee and coaching engagement that are discussed include:
• Employee role and work experience.
• Employee career aspirations
• Areas of development focus—the areas of gap to be address3ed and areas of strength to be leveraged
in the coaching.
• Employee work and communication style.
• Employee engagement(buy-in)in the process.
Based upon the responses to these questions, CMP will identify a Coach who will best match the needs of
the employee and coaching engagement.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 13 of 21
Deliverable: Identify a CMP coach that is a strong match for the employee and goals of the coaching
engagement.
Task 2—Initial Meeting with designated employee(Coachee)to provide process overview
Consultant's Duties: Consultant will be responsible for scheduling and meeting with the employee
selected by the Department head to outline the coaching process and explain how the process can produce
the best results. Consultant will analyze potential assessments based on this conversation and outline the
process for the employee.
Deliverable: Schedule meeting with selected employee.
Task 3—Administration of validated individual assessments and 360-assessment
Consultant's Duties: CMP will administer an individual validated assessment from their DeGarmo
assessment library. The actual assessment from this library will depend upon the employee's role and the
goals of the coaching. The DeGarmo assessments are validated across all major functions and front line to
Vice President level roles. Key areas that are covered in the individual validated assessment include:
• Communication
• Situational Awareness
• Influence
• Strategy development
• Planning
• Self-awareness
• Emotional strength
CMP will also collect 360 feedback from the employee's manager,peers, and direct reports.
Deliverable: Identification and administration of a battery of assessments that align with the focus and
goals of the coaching.
Task 4—Profile meeting with Coachee to debrief assessments and finalize Develop Plan
Consultant's Duties: Consultant will conduct a robust debrief of the assessment data with the employee.
The goal is to drive deeper awareness and development a robust development plan to achieve the goals of
the coaching. This development plan is shared with the employee's direct manager(s).
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 14 of 21
Deliverable: Employee Coaching Development Plan shared with manager(s).
Task 5—Conduct 7 first-half coaching sessions with between-session support via phone and email
Consultant's Duties: The first half of the coaching sessions will consist of the following: a minimum of
seven (7) sessions with the employee. These sessions will last for at least I hour each and will focus on
areas targeted in the Development plan.
Deliverable: Seven coaching sessions that over the course of a 8-week period with between-session support
via email and text as needed. The goal is driving clear outcomes.
Task 6: Conduct mid-term calibration meeting with City Manager/Direct Manager — update
development plan/focus based upon progress.
Consultant's Duties: CMP will administer a survey to the designated employee and the Consultant will
interview their direct manager(s)to gauge progress and identify areas of continued focus for the last half of
the coaching program—the final 6-8 weeks. Consultant will also ask for any support needed from the direct
managers.
Deliverable: Mid-Term employee survey and conversation with direct manager(s) to document progress
and areas of focus for the Coaching, and the manager(s).
Task 7: Conduct 7 second-half coaching sessions with between-session support via phone
and email
Consultant's Duties: In the final seven (7) Coaching sessions, Consultant will focus on the areas of the
Coaching Development Plan that require most attention for sustained improvement. Between-session
support will be provided as needed via email and text.
Deliverable: Seven Coaching sessions that are focused on key areas needed for sustained change.
Development of Sustainability Plan to ensure improvement continues post-session.
Task 8: Development of Sustainability Plan to ensure improvement continues post-session.
Consultant's Duties: Consultant will collaborate with employee to finalize the sustainability plan to ensure
improvement continues post-sessions.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 15 of 21
Deliverable: Completed sustainability plan to ensure improvement continues post-session.
Task 9: Wrap-Up Meeting with City Manager/Department Head
Consultant's Duties: Consultant will schedule meeting with employee and manager(s) to discuss
employee progress and specific recommendations to ensure improvement continues and is sustained after
the coaching is complete.
Deliverable: Final meeting with the employee and manager(s) to include specific recommendations to
sustain employee improvements after the session. This includes a documented Plan for review with the
employee and management.
Additional Services
Program Extension: Based on Consultant's recommendations, an additional seven coaching sessions
could be necessary to further allow for improvement of the employee being coached. The City will notify
the Consultant in writing after the last regularly scheduled coaching sessions has been completed whether
or not they would like to move forward with a Program Extension. City will pay Consultant Two Thousand
Five Hundred Dollars($2,500.00)for the Program Extension if agreed upon by both parties in writing.
Leadership/Personality Assessments: Consultant has experience working with a wide variety of
leadership and personality assessment tools. The DeGarmo Assessment library, the Leadershi9p
Temperament Index(LTI)and Myers Briggs Type Indicator(MBTI)assessments are included in the
Consultant's Fee and will not result in any additional fees. Other assessments,typically costing between
$250.00- $3,000.00 per individual to administer, are not included in the Consultant Fee but will be
considered an"Additional Service Expense"as referenced in the Agreement.Additional Services,including
the associated fee, must be agreed to in writing by the respective City Department Director. Under no
circumstances will City pay more than Five Thousand Dollars($5,000.00)for Additional Services for
any annual contract period (Initial Term or a Renewal Period). Some examples of assessments
provided by the Consultant are displayed in the table below:
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 16 of 21
CMP Assessment Modules and Descriptions
Personality - Job fit assessment that includes behavioral descriptions, a
hiring recommendation,and interview guide.
Coaching and Development- Self-guided report to support and guide
individual development,with focus on leadership.
EQ- Measure of emotional intelligence and ability to identify and manage
emotions.
Flash - Consulting tool for trained assessors and coaches.
Hogan High Potential - Self-guided resource for emerging leaders to maximize
leadership potential.
Leader Basis - Strengths and developmental opportunities identification
tool.
Summary- A snapshot view of interpersonal performance and
organizational fit to support growth and improvement.
Hogan Business Reasoning Inventory (HBRI) - A measure of problem-
solving style and quantitative reasoning.
Values - Assesses core values and goals that drive leaders.
Competency-based interpersonal relations and work style assessment.
Leading Dimensions Reports available for hiring and development across several functional and
Profile (LDP) leadership roles.
Leadership
Measure of cognitive preferences that are powerful predictors of
Temperament Index
(LTI) leadership style preferences.
DeGarmo Competency,workstyle, culture,and leadership measures across a wide
variety of positions- hourly to executive.
Comprehensive measure of individual personality across 15 dimensions.
16PF Competency-based reports available for selection and development. Wide
coverage of positions.
Skills, Knowledge and Wide selection of assessments validated to measure specific, role-based
job requirements. Examples include: Excel, numerical reasoning,and
Aptitude electrical/mechanical aptitude.
Raven's Matrices A "culture-free" measure of general cognitive ability.
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 17 of 21
Watson Glaser Measure of one's ability to apply critical reasoning skills.
360 Degree Multi-rater assessment designed to support individual development by
Feedback accessing anonymous stakeholder input.
CMP Consultant Targeted interview to focus and probe onareas highlighted in the
Interview assessment. Verbal discussion available upon completion of assessment
Select and validated assessment battery is administered with targeted
CMP Executive interview.
Reporting * Written report available within 2 days of assessment completion
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 18 of 21
EXHIBIT B
SAMPLE WORK ORDER
Addendum No._
Work Order for CSC
This Addendum No. _ -Work Order is made as of this_day of 20
under the terms and conditions established in the MASTER SERVICES AGREEMENT
between the City of Fort Worth ("City") and Careers Work, Inc. dba Career
Management Partners ("Consultant"), the same being Fort Worth City Secretary
Contract(CSC) No. (the"Master Agreement'or"MSA").
This Work Order is made for the following purposes, consistent with the services defined
in the MSA: Executive level coaching sessions for the Department within the
City of Fort Worth. In particular, Consultant shall perform those functions identified in the
MSA along with the items identified below.
Section A. Scope of Services(as described more fully in Exhibit A of the MSA)
• Task 1: Identification of CMP coach that is best fit
• Task 2: Initial Meeting with designated employee (Coachee) to provide process
overview
• Task 3:Administration of validated individual assessments and 360-assessment
• Task 4: Profile meeting with Coachee to debrief assessments and finalize Develop
Plan
• Task 5: Conduct 7 first-half coaching sessions with between-session support via
phone and email
• Task 6: Conduct mid-term calibration meeting with City Manager/Direct Manager—
update development plan/focus based upon progress.
• Task 7: Conduct 7 second-half coaching sessions with between-session support
via phone and email
• Task 8:Development of Sustainability Plan to ensure improvement continues post-
session.
• Task 9:Wrap-Up Meeting with City Manager/Department Head
Deliverables and/or other results of services: Executive Level Coaching Services
for Identified and Specified Ares for Executive Level Employee including
Schedule:
• Identification of CMP Coach by
• Coach and Coachee meet to discuss processioverview by
• Administration of Validated and 360-assessments by
• Debrief of assessments and finalize Development Plan with Coachee,and
present to Direct Manager by
• Weekly coaching sessions will begin the week of and occur on a weekly
basis.
• Mid-Point calibration meeting to take place the week of
• Close out meeting to be conducted the week of
Page t of
Addendum No,
Executive Level Coaching for Department
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 19 of 21
Section B. Compensation, Additional Service Expenses, and Billing Terms:
Processing and payment of Consultant Fees and Additional Service Expenses, including
the structure of payments and invoicing therefor, shall be in accordance with Section 3 of
the Master Services Agreement. Specifically regarding Payment Structure, this will be in
accordance with section 3.3 of the Master Services Agreement and in accordance with
the following:
Additional Service Expenses
The following Additional Service Expenses have been approved by the contracting Department
Director (please include name of assessment and negotiated price per assessment):
'Note: The DeGarmo Assessment library, the Leadershi9p Temperament Index(LTI) and Myers Briggs
Type Indicator(MSTI)assessments are included in the Consultant's Fee and will not result in any additional
fees.
Payment Structure
A. Three thousand dollars($3,000.00)+Any Additional Service Expenses after Tasks 1-
5,as listed in Exhibit A,have been completed by Consultant;
B. Three thousand dollars($3,000.00)+Any Additional Service Expenses after Tasks 6-
9,as listed in Exhibit A,have been completed by Consultant.
C. "Only Applicable if a Program Extension is Approved' Two thousand five hundred
dollars ($2,500.00) + Any Additional Service Expenses after the additional seven
coaching sessions are completed.
The total Fee that shall be paid to Consultant for this executive coaching shall be in
accordance with the Master Service Agreement. In submitting invoices, Consultant shall
provide copies of all invoices for the entire period, including those amounts being
requested under the then-current invoice. If the City requests additional documentation
of expenses,the Consultant shall provide such information if available.
Consultant shall submit invoices for Consultant Fees and Additional Service
Expenses to the Department director and assistant director within the contracting
Department and also submit a copy to the Talent Acquisition Manager in the Human
Resources Department, 200 Texas Street, Fort Worth,Texas 76102.
On full and final completion of the Services for a Statement of Work,the Consultant shall
submit a final invoice; Further,the structure of any payments made to Consultant will be
in accordance with section 3.3 of the Master Service Agreement.
(Signature page to follow.)
Page 2 of 3
Addendum No.
Executive Level Coaching for Department
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 20 of 21
Executed in multiple originals on this the day of 20_
CITY OF FORT WORTH, TEXAS: CAREERS WORK, INC. DBA CAREER
MANAGEMENT PARTNERS:
By: By:
Name Jesus J. Chapa Name: Maryanne Piha
Title: Deputy City Manager Title: Chief Executive Officer
Date: Date:
ATTEST:
By:
Name: Mary Kayser
Title: City Secretary
APPROVED AS TO FORM
AND LEGALITY:
By:
Name: Jessika J.Williams
Title: Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Neena Kovuru
Assistant Human Resources Director
By:
Name:[Name]
Title: [Department] Director
Page 3 of 3
Addendum No.
Executive Level Coaching for Department
Master Services Agreement Between
the City of Fort Worth and Careers Work,Inc.dba Career Management Partners
for Coaching Services Page 21 of 21