HomeMy WebLinkAboutContract 58934City Secretary Contract No. Click or tap here to enter text.
58934
FORT WOD
TH.
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, acting by
and through its duly authorized Assistant City Manager, and Adisa Public Relations Inc., d/b/a Adisa
Communications ("Vendor"), and acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
1. Scone of Services. Facilitation ("Services"), which are set forth in more detail in Exhibit
"A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins upon execution by both parties, to be effective as of
December 1, 2022 ("Effective Date") and expires on November 30, 2023 ("Expiration Date"), unless
terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its
sole discretion, to renew this Agreement under the same terms and conditions, for up to 4 one-year
renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this
Agreement, including Exhibit "A," which is attached hereto and incorporated herein for all purposes.
Total compensation under this Agreement will not exceed Twenty Four Thousand Eight Hundred
Eighty Dollars ($24,880.00). Vendor will 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 will not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and
for any reason by providing the other party with 3 0 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 will 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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 14
FT. WORTH, TX
termination of this Agreement for any reason, Vendor will 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 will 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 will treat all information provided to it by City ("City Information") as
confidential and will 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 will promptly notify Vendor. It will be the responsibility of Vendor 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a
secure manner and will not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts
to cooperate with City in identifying what information has been accessed by unauthorized means
and will fully cooperate with City to protect such City Information from further unauthorized
disclosure.
6. Riaht to Audit. Vendor agrees that City will, 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
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 will have
access during normal working hours to all necessary Vendor facilities and will be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. City
will give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will
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 will 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,
Vendor Services Agreement Page 2 of 14
servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat
superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or
any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any
employment benefits from City. Vendor will 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, contractors, or
contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
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 ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO 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, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
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 will 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 will 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 will 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 will 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 will fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
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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 will 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 will, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the software
and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non -infringing software and/or
documentation at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor terminate this Agreement, and refund all amounts paid to
Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will 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 will 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 will be 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, the subcontractor will
execute a written agreement with Vendor referencing this Agreement under which subcontractor
agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties
and obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must 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 Services 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 will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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): ❑ Applicable ❑ N/A
$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 must 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 must be submitted to City to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect
to the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must 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 will not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance will 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 will 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 must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in
the performance of Vendor's duties and obligations hereunder, it will 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-DISCREVIINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, 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 will be
conclusively determined to have been delivered when (1) hand -delivered to the other parry, 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:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To VENDOR:
Adisa Communications
Shuronda Robinson,
CEO/President
1801 E. 515Y Street, 365-280
Austin, TX 78723
512.297.9392 mobile
With copy to Fort Worth City Attorney's Office at 512.472.6112, ext. 700 office
same address
Facsimile: 512.646.1478
14. Solicitation of Employees. Neither City nor Vendor will, 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 will 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.
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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 does 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 will 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 will 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 will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor 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 notice required by this section must be addressed and delivered in accordance with
Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will 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 will not be employed in the interpretation of this
Agreement or the Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. 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
Vendor Services Agreement Page 7 of 14
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will 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.
25. Immigration Nationality Act. Vendor must 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 will provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to
immediately terminate this Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,
City will 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 will 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 will 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.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
28. Change in Company Name or Ownership. Vendor must 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.
29. 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 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
Vendor Services Agreement Page 8 of 14
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" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, 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 Agreement.
30. 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 that is to 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.
31. 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 that is to 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.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an
original signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures
electronically inserted via software such as Adobe Sign.
33. Entirety of Agreement. This Agreement 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 9 of 14
(signature page follows)
Vendor Services Agreement Page 10 of 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
0udG&
By: Reyne es (Feb 26, 2023 17:42 CST)
Name: Reyne Telles
Title: Chief Communications Officer
Date: 02/26 , 20
APPROVAL RECOMMENDED:
O.uGiDa*•
By: Reyne es (Feb 26, 2023 17:42 CST)
Name: Reyne Telles
Title: Chief Communications Officer
ATTEST:
By:
Name:
Title:
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va�'°� FORT�,o9�C
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Pva o=d
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Jannette S. Goodall
City Secretary
VENDOR:
By:
Name:
Shuronda Robinson
Title:
CEO/President
Date:
02/16/23
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.
By:
Name
Title:
�vo�ria �a�ri2�f
Evonia Daniels (Feb 17, 2023 09:14 CST)
Evonia Daniels
Sr. Administrative Assistant
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
Taylor C. Paris
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Form 1295: [INSERT FORM NO. OR N/A]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 14
City Secretary Contract No. Click or tap here to enter text.
4:11
Session 1 Scope of Work
Adisa Communications is to provide facilitation services for the City of Fort Worth leadership
team, including:
• One-on-one meetings with participants — Develop a list of questions and hold in -person
interviews with key staff members to understand the dynamics and needs for the team's
cohesion and development.
• Conduct and review DISC assessment — Arrange for and implement an online DISC
assessment tool and review results.
• Develop a facilitator's agenda — Create a comprehensive agenda with unique exercises
and activities based on meeting objectives.
• Coordination with City staff — to plan the meeting, handle logistics and materials
• Conduct a full day of facilitation — on -site set up, facilitation, and breakdown for the full -
day meeting
Vendor Services Agreement Page 12 of 14
Adisa Public Relations, Inc. dba Adisa Communications
accounting@makingthingsclear.com
www.makingthingsclear.com
Estimate
ADDRESS
Mr. Reyne Telles
City of Fort Worth - City
Manager's Office
SHIP TO
Mr. Reyne Telles
City of Fort Worth - City
Manager's Office
xr
a /
t
7
ESTIMATE # 1026
DATE
12/01 /2022
ACTIVITY
QTY RATE
Facilitation
4 200.00
Coordination with Fort Worth Team
Session 1 - 6 hours
Session 2 - 2 hours
Resource: Assistant Project Manager
30 200.00
Interviews of Team Members - up to 10 total for
Session 1 and Session 2
1 hour per team member
Resource: Assistant Project Manager
20 200.00
Agenda and Tools Development for Session 1 and
Session 2
Agenda
Facilitators Agenda
Resource: Assistant Project Manager
1 5,000.00
Session 1: Winter 2023 - Full Day
Shuronda Robinson + staff support
Resource: Assistant Project Manager
1 5,000.00
Session 2: Summer 2023 - Full Day Shuronda
Robinson + staff support
Resource: Assistant Project Manager
4 75.00
Administrative Support - materials, supplies, logistics
and management
EXPENSES - to be billed at cost
Resource: Assistant Project Manager
12 115.00
DISC Assessment ($150 per team member)
Resource: Assistant Project Manager
4 600.00
Estimated Expenses for Travel and Hotel, 4 stays
AMOUNT
800.00
6,000.00
4,000.00
5,000.00
5,000.00
300.00
1,380.00
2,400.00
SUBTOTAL 24,880.00
Vendor Services Agreement Page 13 of 14
Accepted By
TAX 0.00
TOTAL $24,880.00
Accepted Date
Vendor Services Agreement Page 14 of 14