HomeMy WebLinkAboutContract 57742 City Secretary Contract No. 57742
FORT
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT("Agreement") is made and entered into by and between
the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and Professional
Development Academy,LLC,a Delaware Limited Liability Company("Vendor"), 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 Vendor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor provides fully facilitated online workforce training products
(High Performance Leadership program, Cybersecurity Leadership program, Leading In Analytics,
Leading The Digital Transformation, and other programs) using their proprietary Learning Management
System to deliver highly engaged content to make existing leaders better and emerging leaders ready to
address the increasingly complex challenges of city government. Exhibit "A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on June 30, 2023 ("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.
3. Compensation. City shall pay Vendor an amount not to exceed ninety-nine thousand seven
hundred fifty dollars ($99,750.00) in accordance with the provisions of this Agreement and Exhibit `B,"
Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not
perform any additional services for the City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services.City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees
to pay all invoices of Vendor within thirty(30)days of receipt of such invoice.
OFFICIAL RECORD
4. Termination.
CITY SECRETARY
FT.WORTH,TX
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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.
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 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 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
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. Right to Audit. Vendor agrees that City shall,until the expiration of three (3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
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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
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.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement,Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees,Vendors 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 HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
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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. Assienment and Subcontractine.
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
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(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/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
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strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Reeulations. 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 Professional Development Academy
Attn: Nathan Gregory Tim Rahschulte,CEO
200 Texas Street 12901 SE 97t1i Avenue Suite 310
Fort Worth,TX 76102-6314 Clackamas,OR 97015
Facsimile: (817) 392-8869
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. 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 Maieure. 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.
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 and C, 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 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 Vendor's
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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. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).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.
27a. Recognizing the Scope of Services, section 27 is not-applicable.Vendor owns and has all
rights to training materials, content, LMS, and all applicable software, processes, and other intellectual
property per product. City recognizes this and understands they have no right to use,reuse,repurpose, or
resell in part of full the content or any material associated with Vendor training products.
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.
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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.
31. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees)unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S.,S.B. 13, §2). To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
City: Vendor:
A.
Reginald Zeno(Jun 29,2022 18:53 CDT) �r
By: City of Fort Worth
Name: Reginald Zeno By: Professional Development Academy
Title: Assistant City Manager Name: Tim Rahschulte
Title: CEO
Date: Jun 29,2022
Date: 6/22/2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By. Nathan Greg ry(Jun 22,202216:16 CDT) performance and reporting requirements.
Name: Nathan Gregory
Title: Deputy Director of Human Resources
C&6k& l Le��uuu7ez
BY: Christine Hernandez(Jun 22,202216:53 CDT)
Approved as to Form and Legality: Name: Christine Hernandez
Title: Human Resources Manager
v p�°FORt�aa
By: 0 City Secretary: pro° oO��d
Name: JB Strong �vO 0=d
Title: Assistant City Attorney ��d o o
o 47,
By: J ette S.Goodall(Jun 30,2022 10 CDT) �44 nEXA5a4a
Contract Authorization: Name: Jannette Goodall
M&C: Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Vendor Services Agreement Page 10 of 16
EXHIBIT A
SCOPE OF SERVICES
HIGH PERFORMANCE LEADERSHIP 7as
T
Course 1:Leadership Mindset&Posifire Engagement COUiRSE 1
This course provides insights from members of the pragraoi s Module 1:Your Leadership Mndtset
National Leadership Board on the ways leaders shift the*mindset Module 2:Ycur P46enntial as Pnsnb've Leader
from being exce•ent individual contributors b becoming highly
effective leaders-The course also focuses-an increasing Madute 3:Positive t eaduship and Your Team:
empowerment and engagement to achieve individual,team and Emipawemment&Engagennent
enterprise success-The second half of this course demonstrates how Module 4:Leadership Rules and You Oath
leaders Enable'positively deviant performance and engender
positive culture and communication- Break Week
COURSE2
Course 2:Leading Effective Change
Module 1:The Process of Ckiange:Planning
The emphasis of this course is to prepare participants to engage in
change initiamed by ntliers and to drive effective change as an active Maduie 'The fps of Chi.Executing
change agent.This course ilustrates three facets of organizational Module 3:The Process of Change:Shining
change,irduding planning,executing and suslaining successful Module 4:Leadership Rules and Your Oaffi
change-A balance of theoretical and pragmatic insights allows Break Week
participants to understand the strategic,firancW or market-based
reasons for change and drive toward breakthrough results-
COi1RSE S
Course 3:ComnimiCation and Colliabcfation Moduiel:Speaking t a Language of Business
Module 2:Positixe Communicati€ns
Participants learn and practice the skills need ed to irnprove the
quality of interpersonal communication in a variety of contexts- Module 3:Mutual GainsApprDadr
Participants will learn how to effectively speak the language of
business and convey information across cbmrse stakeholder groups. COURSE 4
as well as break down silos between bus mess divisions tc drive
better decision making.Each participant will understand effective Module':It's A'About People
cummunicationn as it relates to-leading others,managing comic{ Sac ation
providing and receiving feedback,and negotiating with the Mutual
Gans Approach-
-(iosr`rmTwnr v cif ens need better=mngna and
Course 4:Leading Ho Perfom-lance Teams der€rberse€m policies to proted against
This dosing course focuses.on measures,metrics,and practices attacks.This Leadership dec-elapmmtpQagram is dw
used across the enterprise to achieve high performance.Participants niffan and pry mstmg and mErpngv]eadm 66
learn that business results—values and benefits—may differ from be-u defer then most€natal assets."
one company to-the next and even from department to-department
within a single company,btrt the consistent variable is Its All About —M=Ott Bwmh ns Dn�wr,PMU
People.
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Vendor Services Agreement—Exhibit A Page 11 of 16
City Secretary Contract No.
YBERS ECU R1TY LEAD E RS H I ACADEM
Module 1:The Security Leadership M1ndset MODULES i-4
Program overviewfocused an what it m eans to thinkandactasa
cybersecuritykiader. Module 1:The Security Leadership Mindset
Module 2:The Art of Security Intelligence Module 2:The Art of security lntelligence
Learn how data security professionals can best obtain,use,and distribude
threat intelligence_ Module 3:Balandng Seou-ity&Innovation
Module 3:The Balance Between Security& Innovation
Establish a mindset that ernbraces innovation and IaoFs ffl or ways t Madu le Secuity Change Management
consistently simplify tarn plexity_
Break Week
Module 4:Security Change Management
Learn to be a changeagentand use change practicesto address and MODULES5_g
avertome securitychdlenges_
Module 5: Positive Leadership in Security McduJe 5:Poeive Leadership in Security
Develop positive leadership practices to achieve positirely devio rt
organizational outcomes` Madu le 6:Collaboration arnd Negotiation
Module 6:Collaboration and Negotiation Module 7_Secu;ty Comm unication
Apply Mutual Gains Approach and kverage collaboration necessa r:=o
provide satafying Outcomes and enhance relationships. Module 3:Relationship Management
Module 7:Security Communication
Adapt practical and meaningful useful techniques for haw IT secur'u.2 Break Week
leaders can communkate within and Outside of the organisation.
MOaIJ LES 9-72
Module 6: Relationship Management
Create and execute the steps to build strong professio-na I relationshi ps and MaduJe 9�--Security&the Network of Things
form key strategic partnerships-
Module 9:Security&the Network of Things Modufe 10t Your Changing Role in Security
UseyournetwarktnaidindeveiGpingandmaindaininganefferbverisk Module 1L-Simulated Cyberattack
marnagement strategy.
Module 10:Your Changing Role in Security Mlodulrs 12 The Power of One
Apoybechrniquesforls"rigandadaptingasacyberserurityleaderwhile Graduaftion
establishinga clear leadership philosophy-
Module 11:Simulated Cyberattac k 'Gcvernment workers need better trai ning and
Foster development and alignment within ryberseaurity individuals and
work teamsthFuughdris,training,and war games. strongercybersecuritypoliciesto protect
against attacks.This leadership development
Module 12:The Power of One program is that training and prepares existing
CammuniCate how)ourvalue as a cyhersec unity leader direrdy impacts the
long-term success of the enterprise and beyond_ and emerging k3aders to better defend rhei r
most Criti€al assets-"
—Mart Ott,Execudvn DiectDr.ICMA
Lr0130 k+,ENT
� �S�E�,{Y
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City Secretary Contract No.
PROFESSIONAL
ACADEMY
'I
&VE�JAKE LtNSeBS AEI IEk
This is a unique 8-week leadlership program.It provides lessons and insights from-industry leading exeurtives,professors
from tap universities,and subject matter experts who convert data into decisions that,in turn,create higher levels of
operational efficiency,organisational effectiveness,and business va lue_TInes'e experts,along with your online Leadership
Coach,provide virtual mentoringon the best ways to identify and overcome'the€hal'enges of analyti€s to harness data as
an asset that can address the ino-easinglyoornplexenvironments leaders navigatetodlay_
Module 1-The Value of AnaNtcs(U")
Sbmvease the very real and critical role that analytics has in personal and Start Date —July 11 th
business success.
Break Week- Aug. P—Aug. 1
Module 2-The Business Problem(Vti7yereII
Help managers know where to apply amlyti in their organizations,including raduation Date-—September
find ng the right pnAAems and prioritizing their efforts_
Module 3:The Team(Vti7ya)
Learn the various team members and stakeholders wha need to came together to s rsa yosx�m t mlli
lul
do ana"it s well and what hods are used for managing them effectively. leadErsbap class.The insights from
global leaders as well as weakly
ry,��,., bnok-ow gmiips were im<aluable.'�
Module d:The IL7AIA(What) -Academy Graduate
Learn what executives need to do to-see that the right data is gathered,priDr tixed,
preserved,and prepared in the right way at the right tirne.
Module -The TC�i (Vti711Ch i -11m leaders*pram is a game
€hanger.it creates is you an
Leam what executives need to do to help choose the right(existing and emerging) appentetobe the best leader you
tDols that best support their analy process_ can be.And itlea.;TSYou f6EIMgg
empowered with tools you can
Module$-EmaAm(HC WI implement immediately_"
-Academy Gradnate
Focus on solid execution including avoiding technical and managerial traps along
the way.
Module 7-AratAcs Mah Ly(Fkm) "Each week the rmuse provided
MtoYing beyond the data ana"os proocts,learn haw to grow and mature cultural skills.that could be applied
readiness and data capabiities ftDrn hindsight to-insight to foresight immmKIiately_Dike a Imomi_Mashm
course on effBdwe leadeisbTl
Module$.Ana"cs Wbdom(yti ) Hrgbly reCG=DMde t„
—Academy Graduate
This section focuses an lessons learned and best practices from expert in the
field and serves as a rsapstone to the pFDgrarn.
F'kOFF.SSIbV.41
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City Secretary Contract No.
UI PROFESSIONAL LEAUNG .
E ELOPMENT
ACADEMY
WE MAKE LEAD JR5 13IT7L T
Success in the Digital Age is about using digital technologies to create new—or modify
existing—products services,and rustomerexperiences_ In this 6-week course we will explain
the trends creati ng o ur digital landscape,detail proven strategies to survive the complexities
of a digital transformation,and we provide step-b"ep guidance on what actions you need
to take to ensure success as you engage in the continual change that is d igital transformation_
Module 1: fnlroduclion and Welcome Mart Date-August 151
Program overview focused on what is digital transformation and why
is it important for leaders regardless of i ndustry. Grad uatiDn Date—September 9th
Module 2= Digital Transforr iab#-. Sntegy
Learn what leaders in organizations can and should toe doing to
address the complexity,speed,and expectations of the digital age. `as isn t your run-of-the-mill
leadeaship c]ass.The insists froml
global laades as well as Tmakly bfeak-
Module 6=Lessons Leamed from DigMl Transfam-lation �gmpr. imalwble."-
,.
Establish sh~ategies that are required far success in tads digital
transformation.
"Tthm laade s- ip programu a pnie
Module 4: Focus on the Long Term U cbamgerF It crea6es iu you an appetite to
Learn how and vrhy leaders succeeding with digital,focus on be the best leader you can be.And it
strategy difFerenity_ leaves you feeling empowered with
tools you can implement rm m diately."
—Academy Graduate
Nlcdu4e 5: Emerging Digital Technologies
Develop an understanding of what leaders should be foamed nn °'fit I$aimdto be invaluableisthe
when it comes to existing and emerging digital technologies. star inm&from i-an „4 emmvhaa1
business leaders.The gar hozi of
material thmugb sideos,lessors and
Module 6:The Future is Predlctahle 3ssig ments was phezi mlenal.As a
Apply history's experience of muttiple revolutions to u nderstand trainer this approach meet the needs of
what we can learn from the past to predict the future. all lean3An.:'-Academy Graduals
UPROFESS rO NAL
DEVELOPMENT
ACADEMY
'LVFV.a.-(F FAUM R-T-MR
pdaleadership.com I moderator,g'pdaleaderQup_com
EXHIBIT B
PRICE SCHEDULE
Cost: $1,995 per seat
Volume Incentive: For every 10 seats purchased,the City will get one free seat
Alumni Incentive:
• Enroll 1-9 leaders: $600 scholarship=$1,895 per seat
• Enroll 10-19 leaders: $700 scholarship= $1,795 per seat
• Enroll 20+leaders: $800 scholarship=$1,695 per seat
Vendor Services Agreement—Exhibit B Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, 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.
1. Name: Tim Rahschulte
Position: CEO
Signature
Date: 6/22/2022
Vendor Services Agreement—Exhibit C Page 16 of 16