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HomeMy WebLinkAboutContract 60555City Secretary Contract No. 60555 FORT WORTH. 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 POLLACK PEACEBUILDING SYSTEMS, INC. ("Vendor"), an Arizona Corporation, 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 Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B, and the terms and conditions set forth in the body of this Agreement, the terms and conditions in the body of this Agreement shall control. 1. Scope of Services. Vendor will design a survey to address current conflict between individuals and teams. The Program includes elements of conflict resolution, problem -solving, and relationship rebuilding. 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 ("Effective Date") and shall expire on December 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 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 shall not exceed eight thousand one hundred and thirty Dollars ($8,130.00). 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. 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 OFFICIAL RECORD Page 1 of 12 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 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 Oblisations 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 refund any prorated fees. 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 or for 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 Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. 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, 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. Page 2 of 12 City Secretary Contract No. 7. Indeuendent 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 sub -vendors. 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 sub -vendors. 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 sub -vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or sub -vendor 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 sub -vendor. Liabilitv 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, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PR OPER TY DAMA GE OR LOSS (INCL UDING ALLE GED 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 CHYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADEMARK, 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 OFPAYMENT FOR CLAIMS OR ACTIONS AGAINST CITYPURSUANT 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, 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, CITYSHALL HAVE THE SOLE Page 3 of 12 City Secretary Contract No. RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR SHALL FULL YPARTICIPA TE 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 INDEMNI Y 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 WITHEQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLYEQUIVALENT NON - INFRINGING SOFTWARE AND/OR DOCUMENTATIONAT 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 MAYSEEKANYAND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. Assignment and Subcontracting. 9.1 Assigmmnt. 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. Page 4 of 12 City Secretary Contract No. 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 10.2 General Requirements (a) The commercial general liability shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (c) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (d) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that 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, sub -vendors 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. Page 5 of 12 City Secretary Contract No. 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: City of Fort Worth Attn: Assistant City Manager for IT 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Pollack Peacebuilding Systems, Inc. Attn: Jayson Danto, Director of Accounts 2608 Port of Call Dr., Las Vegas, NV 89125 i ayson(a,aollackt)eacebuilding. com (213)309-0813 14. Solicitation of Emnlovees. 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. 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 maj eure 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, epidemics, 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 Page 6 of 12 City Secretary Contract No. purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, and B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between City and 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. Counternarts. 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 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 Nationalitv 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. Ownershin 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. Work Product shall Page 7 of 12 City Secretary Contract No. not include any copyrighted material created by Vendor prior to this Agreement, including any training workshop material created by Vendor. 28. Chan2e in Comvanv 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. 29. No Bovcott 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Page 8 of 12 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WO TH 7� By: Name: Fernando Costa Dec 4, 2023 Title: Assistant City Manager APPROVAL RECOMMENDED: BY: Robert Allen A dredge Jr. (Dec 4, 2023 07:19 CST) Name: Robert A. Alldredge, Jr Title: Executive Assistant Chief 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. feed CGe lldaw( By: Kelly CleveYnd (Dec 1, 2023 11:14 CST) Name: Kelly Cleveland Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: ATTEST: Fop,aaa By: A Mo Name: Andrea Phillips Title: Assistant City Attorney By. �/J� CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: (None Required) Title: City Secretary Date Approved: POLLACK PEACEBUILDING SYSTEMS INC. By: N r. Jeremy Pollack Tit : Founder & CEO Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 9 of 12 EXHIBIT A SCOPE OF SERVICES Peacebuilding Program. The City is engaging Vendor for its Organizational Assessment Program (the "Program"), designed to address current conflict between individuals and teams. The Program includes elements of conflict resolution, problem -solving, and relationship rebuilding. Participants. Vendor shall provide services, as described below, to individuals selected by the City to participate in the Program, which may include City's employees, owners, agents, Vendors, clients, or related third -parties. Each individual selected by the City shall be referred to as a Participant. Throughout the Program, Vendor will have direct contact with each Participant, and all communications between Vendor and a Participant shall remain confidential, unless otherwise mutually agreed to by Vendor and the Participant, or as set forth herein. Services. The Program will initially include a block of eleven (11) hours to be used as deemed fit by Vendor and the City collectively, to conduct a preliminary organizational assessment ("Services"). These Services may either be performed live or via distance technology. All Services are typically performed within a 45-day period unless the City and Vendor agree otherwise. While Vendor's intention is for each Participant to participate in all elements of the Services described above, the City understands that some or all Participants may not participate in all Services, either because the Participant elects not to participate or because Vendor feels it would be inappropriate or unproductive for the Participant to do so. In this case, Vendor may suggest alternative solutions to the City. Phase 1: Discovery SURVEY: Starting from a template utilizing previously validated scales, Vendor will adjust and customize with the HR/ Employment Services Team and analyze the results. (5 hours) INTERVIEWS: Small -Group Discovery Interviews to clearly assess the main issues. (2 optional time slots, invitation included in the survey assessment) (3 hours) Phase 2: Presentation & Feedback PRESENTATION DEVELOPMENT: A presentation is created by Vendor based on the findings. (2 hours) PRESENTATION REVIEW: Vendor meets with HR to review the presentation and adjust before presenting to staff. This is also an opportunity to discuss the proposed solutions/action-steps (1 hour) Follow Up: Debrief FOLLOWING PHASE 2: Vendor's Program Director will reconvene with HR to further discuss any ongoing action -steps and accountability mechanisms. Scheduled Location(s) of Services: In -Person Dallas -Fort Worth Metro Area Scheduled Date(s) & Time(s) of Services: TBD Total Minimum Number of Participants: TBD Total Approximate Number of Hours based on Number of Participants Indicated Above: 11 hours Page 10 of 12 EXHIBIT A Limits of Service Vendor may address emotional issues, or financial issues that might also be addressed by a licensed psychotherapist, attorney, or accountant respectively; however, Vendor is not acting as a licensed psychotherapist, attorney, or accountant. If Vendor recognizes that any Participant in the Services would benefit from psychotherapeutic intervention, legal advice, or other additional services, Vendor may refer the Participant to appropriate resources. Vendor may suspend or terminate the Services if the Parties feel that an impasse has been reached and/or Vendor determines in its discretion that Vendor can no longer effectively perform his/her facilitative role. If a party terminates Services, for any reason, Vendor shall refund any prorated fees for unused hours. Additional & Future Services In addition to the Services, as described above, the City may engage Vendor to provide additional, future services ("Future Services"). The Parties agree that any Future Services provided as well as the rates and fees for Future Services would need to be agreed to in writing by amendment to this agreement. The Parties understand that all the terms of this Agreement shall apply to Future Services for as long as the Parties work together unless such terms are altered via a mutually signed amendment or superseding agreement. Page 11 of 12 EXHIBIT B PRICE SCHEDULE The Services will be billed at a flat -fee rate of $695.00 per hour for a total of $7,645.00. Because the City is electing to make full payment upfront, a 10% discount will be applied, for a total of $6880.00 for Services. Travel Fee ("Travel Fee"): $750 for the first day of travel and $500 for each consecutive day. Two (2) days of travel is approximated for this initial Program, for a total of $1,250.00. Total Approximate Number of Hours based on Number of Participants Indicated Above: 11 hours Total Cost for Services, including Two Days of Consecutive Travel: Eight thousand one -hundred and thirty dollars ($8,130.00) Administrative Time. Vendor expects up to four (4) hours of administrative time to be spent outside of Services, such as in between -session phone calls or email exchanges, and reading or reviewing documents, which will not be billed unless agreed upon by both Parties. Should Vendor reach the expected number of hours indicated for Administrative Time and believes additional hours would be beneficial to the Participants or Client, Vendor shall inform the Client and request approval from the Client to add to the total minimum costs, as indicated above, at a rate of $100.00 per hour ("Administrative Time"). • Additional Time. The total time spent by Vendor on Services is expected to be no more than eleven hours total. Should Vendor reach the expected number of hours spent on Services and believe additional hours would be beneficial to the Participants, Vendor shall inform the Client and request written approval from the Client to add to the total minimum costs, as indicated above, at a rate of $695.00 per hour ("Additional Time"). • Payments. Vendor shall provide City with an invoice for its fees for Services upon execution of this Agreement. Payments for the Program shall be made in full up -front, in exchange for a 10% discount on Service hours, as described at the beginning of this exhibit. The City shall pay the invoice within thirty (30) business days of its receipt of the invoice. Once payments are made, there shall be no refunds, except as outlined in this Agreement. Cancellations and Rescheduling. The Participant or City is required to give one (1) business days' notice to cancel or change the date or time of any scheduled virtual Services and ten (10) business days to cancel or change any in -person Services. Cancellations or modifications made with less than the required notice may result in a charge of Additional Time equal to the canceled scheduled hours or in a forfeiture of the scheduled sessions and hours. Vendor agrees that every effort will be made to reschedule sessions that are canceled in a timely manner. In the event of a rescheduling or cancellations initiated by the City at any date after this Agreement is signed, City understands that all non-refundable travel expenses incurred by Vendor, as indicated above as the Travel Deposit, shall be reimbursed by City, if not already paid. Vendor agrees that every effort will be made to reschedule sessions which are canceled in a timely, cost-effective manner. Page 12 of 12