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HomeMy WebLinkAboutContract 58287 CSC No. 58287 FORTWORTH. 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 True You Creativity LLC ("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. I. Scope of Services.Provide leadership training for employees focused on interpersonal relationship skills with the contractors that serve the City of Fort Worth, supervisors, and direct reports.Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shalt begin on the date signed by the Assistant City Manager below ("Effective Date")and shall expire I year after the Effective 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 2 one-year renewal options, at City's sole discretion. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"--Price Schedule. Total payment made under this Agreement for the [first]year by City shall be in an amount up to Nine thousand,eight hundred Dollars($9,800).Payments for the following years shall be as described in Exhibit B. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Vendor Services Agreement Page 1 of 14 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 Obli ations 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. 51 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 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, Vendor Services Agreement Page 2 of 14 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 RIND 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 Or, 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,FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF 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; Vendor Services Agreement Page 3 of 14 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 non4nfringing, 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 non4nfringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting; policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate Vendor Services Agreement Page 4 of 14 (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: A�]] � I Statutory limits according to the Texas Workers' Compeer ation Act or any other L� 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 Vendor Services Agreement Page 5 of 14 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 Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws,ordinances,rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth True You Creativity LLC,Cherie Ray c&Company. Attw Assistant City Manager for IT Cherie Ray,Title:Principal 200 Texas Street EIN:46-3691212 Fort Worth,TX 76102-6314 PO Box 7488, Facsimile:(817)392-8654 Houston,TX 77248 832-545-8488 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. Vendor Services Agreement Page 6 of 14 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. Governine Law I 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 Iie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, was, riots, epidemics or pandemics, 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,and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Parry 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 hinders the party's performance,as soon as reasonably possible,as determined in the City's discretion,after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 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. Vendor Services Agreement Page 7 of 14 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. Warranil 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. Tn such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(1-9). Upon request by City,Vendor shall provide City with copies of all 1-9 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. 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. Chan a 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 he accompanied with supporting legal documentation such Vendor Services Agreement Page 8 of 14 as an updated W-9,documents Bled 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 Bo cott 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 Goverment Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Page 9 of 14 ACCEPTED AND AGREED: CITY OF FORT WORTH: _m CONTRACT COMPLIANCE MANAGER: By signing 1 acknowledge that 1 am the person responsible for the monitoring and administration of By. William Johnson(Oct 1,2022 05:11 PDT) this contract,including ensuring all performance and reporting requirements. Name: William Johnson Title: Assistant City Manager 10/21/22 Date: By: Lane Zarate(Oct 20,202213:30 CDT) APPROVAL RECOMMENDED: Name: Lane Zarate Title: TPW Assistant Director / APPROVED AS TO FORM AND LEGALITY: ,LCGure.¢rL By: Name: Lauren Prieur Title: Interim TPW Director By: Name: Taylor Paris ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: By. ette S.Goodall(Oct 21,2022 08: CDT)J Name: Jannette S. Goodall Title: City Secretary p;00!.F..... a00*%1d 0 1. d d v8 .21 p o c VENDOR: Qa0 re x pS� C Name: Vir✓i'P< Title: � � Date: Q OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Vendor Services Agreement Page 10 of 14 EXRMIT A SCOPE OF SERVICES Proposal: Professional Development for Mary Hanna This program is designed to strengthen Mary's leadership and management skills to be at the same level as her understanding of engineering. Her interpersonal relationship skills with the contractors that serve the City of Fort Worth, her supervisors,and her direct reports will be the primary focus of this work. This work will support: • A relationship reset with the contractors serving the City of Fort Worth,promoting goodwill, partnership,and collaboration. • The development of a collaborative mind-set with her team. • Developing relationships with her team to empower team members to make decisions and assume responsibility for their decisions. • Problem resolution with neutrality. • Productive listening • Productive communication • The development of leadership skills such as respect,innovation,and vision. Program details: • 3:50-60-minute conversations per 6 month engagement via phone or Zoom. • 2: % hour"Touch Base" calls per month for exploring topics or situations between regularly scheduled conversations.These calls are for times when additional support is needed. For 1 year from contract commencement. • Brainstorming,feedback&support on any projects/proposals/work or life situations. • Full access to my network, resources, and any support materials throughout the engagement time. I will share any resources that will be in service to Mary.At times, it may include conversations or access to other individuals in my network that might be able to serve her.This is done at my discretion. • 1: Progress conversation with Lane or Lauren every other month, as desired. • Be in attendance for Contractor/Department meetings via Zoom when project management style and interactions are on the agenda, i.e.,to gain insight on current progress. Any questions, please phone or email me. Email:Cher ie@CherieRay.com Phone:832-545-8488 Mailing address:P.O. Box 7488, Houston,Texas 77248 Vi,niinr..9 rvirPR A crrpempnt---Fvhihit A Paap 17 of I A EXHIBIT B PRICE SCHEDULE Total cost maximum of$9,800. Number of attendees: 1 Fees cover all work together during the agreed months of the engagement. All fees paid in full up front. Additional Services shall be by separate quote prior to training Veminr CPrvirPa A crrepmPnt—Frhihit R Pwre I?of 1 d EXHIBIT C VERWICATION OF SIGNATURE AUTHORITY e Co VWlp �l 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 filly 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: Position: 0 1, .j L - Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: U�A4 L Signature of Presi nt 1 CEO Other Title:1:?,l Vl 0-- ; Date: Q1 Vandnr firrvirpc A art*Pmpnt—Fxhihit C Paaa 11 oft d EXHIBIT D INSURANCE NOT APPLICANLE TO THIS CONTRACT Vendor Services Agreement—Exhibit D Page 14 of 14 i i C`h#erie `® Got COMPANY 3 f p� July 7,2022 Lone Za a P-E,C Pavement Management Administrator Transportation Public Works S001 James Avenue,Suite 201 Fort Worth,TX P:817-392-7802 C: 682-225-3717 € E: Lane.Zarate@fortworthtexas.gov Proposal: Professional Development for Mary Wana This program is designed to strengthen Mary's leadership and management skills to be at the saline level as her understanding of engineering. Her interpersonal relationship skills with the contractors that serve the City of Fort Worth,her supervisors,and her direct reports will be the primary focus of this work. This work will support: A relationship reset with the contractors serving the City of Forth Worth,promoting goodwill,partnership,and collaboration. ® The development of a collaborative mind-set with her team. ® Developing relationships with her team to empower team members to make decisions and assume responsibility for their decisions. ® Problem resolution with neutrality. Productive listening ® Productive communication The development of leadership skills such as respect,innovation,and vision. Program details: ®3:50-60-minute conversations per month via phone or Zoom. ®2:34 hour`Touch Base"calls per month(total of 12 for 6 month contract)for exploring topics or i situations between regularly scheduled conversations.These calls are for times when additional support is needed These 12 calls may be extended to 1 year Erna uo mmencement of the 0ntfaa ® Brainstorming,feedback&support on any projects/proposals/work or life situations. • Full access to my network,resources,and any support materials throughout the engagement time.I will share any resources that will be in service to Mary.At times,it may include conversations or access to other individuals in my network that might be able to serve her.This is done at my discretion. ® 1: Progress conversation with Lane or Lauren every other month,as desired. * Be in attendance for Contractor/Department meetings via Zoom when project management style and interactions are on the agenda, i.e.,to gain insight on current progress. i i i CherNie COMPANY Professional Development fee: ® 6-o�aarai hen '' ement ® 12-month engagement $17,500 Fees coverall work together during the agreed months of the engagement. ® All fees paid in full upfront. Disclaimer. The leadership development provided by Cherie Ray&Company does not intend to replace professional health care by any health care provider.Information provided in the program is intended solely for educational purposes. Any questions,please phone or email me. Email:Cherie@CherieRay.com Phone:832-545-8488 Mailing address:P.D.Box 7488,Houston,Texas 77248 I look forward to discussing this proposal with you Lane. All the best, i I 1 I i Cherie Ray I Consultant.Coach 1 teach people how to eliminate struggle in their lives. f F I a f t i 9 i S 3 RequwtfwTaxpayw H. 2316) tat s oar an oft&M ft notwMvftbw T,WYOUCMsffftLLC 2 r tr 3 Etc qMMPWO bUfArtadanduadnamommefm e"am 1.Check Oman cltft 4 W*to orr -a ea ® Occmwam E3scwvcmr= © Tmwwwo Haft Ct ft ta=hits *w d Do not aE=r4AonftmFATrAreporHM LLCUthiMcb a tlaGtt�� $anaro 1ic� taxia of Ogmwnw. tE a. 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Rp Gamend i +Fartri i hurl ex noted. totlto •C•artsr'1 ofia�Car�, ar j For *Farm i it J adas and cWWn cow fdated to RM apt such a WwwJr&gcvJFcMWA •Fran 1 r Ma estate ftanNEUM" •Farm 1 t8 An buluklud cr is ruqubvd to fftgn Sagm 1 1 I kdomrafto W*MvMtha WIS mugy 1 T I kUnOcaUan number MM wWM mey be your 9=W L> •Feaa n 1 I •Fam 1 cr Qa?q,to repart an m � � pold to yam or affm C 1-om €# 1F yms a 11_& amsidudto provW&VOWUMnDatT .raUumbuftchN ;,,,, 4-4 I but meats#avffAdto,the teowing. ttya u do Form Sao as 7 yw •Fom IOM4NT&dezestev=W crpaMI i FORT ORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1:General Information Requesting Department: Transporttion and Public Works Name of Contract Manager: Lane Zarate Department's Attorney: Doug Black Item or Service sought: Goods: Serve: Anticipated Amount: $9,8Q0 Vendor: True You Creativity LLC, Cherie Ray&Company Current/Prior Agreement for item/service: Yes ❑ No CSC or Purchase Order#: NIA Amount: NIA Projected M&C Date: NIA How will this item or service be used? The professional services will be used to provide leaders!j'p training for eMployees focused on inteM2rsonal relationship ski is with the contractors that serve, the City„of,Fort„WortL supervisors, and direct reports. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No Page 1 of 4 If yes,please provide requisition number or brief explanation of contact with Purchasing Division: METAILED DESCRIPTIONI Section 2:Clammed Exem lion and Justification Otherthan sole source NOTE-For a claimed sole-source exemption, complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ® A procurement for personal, professional, or planning services; A procurement for work that is performed and paid for by the day as the work progresses; 0 A purchase of land or a right-of-way; E Paving drainage, street widening, and other public finprovements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; E Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business &Commerce Code; r by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or ® under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; EL Services performed by blind or severely disabled persons; E Goods purchased by a municipality for subsequent retail sale by the municipality; Page 2 of 4 E Electricity; or [.Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. The required services are highly skilled professional services to be obtained from consulting agencies such as Mastering Leadership:An Integrated Framework for Breakthrough Performance.The service provider should have in-depth knowledge of the Fundamental operating principles ofimpactful leaders in organizational structures.The consulting firm has specialized staff to undertake the training, implementing,and real-time support to candidates to contribute to the achievement of fruitful relations with team members,vendors,and their leadership.Also,they are be able to identify the areas needing improvement and propos a be tier prose sses and solutions. Section 3: Claimed Sole-Source Exemption and Justification NOTE-For any non-sole-source exemption, complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability, Please refer to the Exemption Primer for detailed information about common exemptions L. *A procurement of items that are available from only one source,including: • items that are available from only one source because of patents,copyrights, secret processes,or natural monopolies; ® fins, manuscripts, or books; ® gas,water,and other utility services; ® captive replacement parts or components for equipment; ® books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and ® management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES SEARCH COMMUNICATIONS, DOCUMENTATION)] Page 3 of 4 Attach screenshots and provide an explanation of any independent research you conducted, through internet searches,searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or service (e.g.compatibility or patent issues, etc.). ESCRIBE THE UNI UNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE SOURCE Se ction 4:Attorney De to rmination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? 2.Yes L.No. Was there anything attached to this form that was relied on in making this determination? Yes No. If yes,please explain:[DESCRIBE ATTACHMENTS CONSIDERED] Was there anything not included on this form or attached hereto that was relied on in making this determination? E Yes N No. If yes,please explain:[EXl'LAIN OUTSIDE SOURCE OF INFORMATION] Will the standard terms and conditions apply? 0 Yes ❑ No. Will the contract require special terms? Yes ®.No. Will the contract require review by the department attorney? Yes El No. pproved By: Date: 10/04/2022 y Anato-Mensah/Jessika Williams Assistant City Attorney Page of 4