HomeMy WebLinkAboutContract 61162CSC No. 61162
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, acting by and
through its duly authorized Assistant City Manager, and ("Vendor"), a STRAUEGIC G ERNMENT
RESOURCES, INC. and acting by and through its duly authorized representative, each individually
referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Facilitation of a half -day staff follow-up workshop for the City of Fort
Worth ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated
herein for all purposes.
2. Term. This Agreement begins on October 1, 2023 ("Effective Date") and expires on
October 30, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed four thousand Dollars
($4,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B,"
which is attached hereto and incorporated herein for all purposes.
3.3 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 30 days' written notice of termination.
4.2 Non-annronriation 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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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
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. Rieht 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. Indenendent 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
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and activities and be solely responsible for the acts and omissions of its officers, agents, 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, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
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, REPRESENTATIVES, 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 PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPREENTATIVES,
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 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 written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
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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
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and 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.
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.
(c) Worker's Compensation:
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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 ❑1 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
City in accordance with the notice provision of this Agreement.
(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.
(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 Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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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-DISCRIMINATION 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 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
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:
Strategic Government Resources, Inc.
ATTN; Jennifer Fadden, Chief Operating Officer
PO Box 1642
Keller, TX 76244
Facsimile: (817) 796-1228
14. Solicitation of Emplovees. 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.
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
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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 Maieure. 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 Exhibits A, B, and C.
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
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 Nationalitv 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 1-9
forms and supporting eligibility documentation for each employee who performs work under this
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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 Authoritv. 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 Companv 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 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
2271 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" 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 Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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
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verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 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, 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 Vendor 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. 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.
(signature page, follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By:
Mark McDaniel (Mar 19, 202417:34 CDT)
Name:
Mark McDaniel
Title:
Deputy City Manager
Date:
Mar 19, 2024
Vendor:
By:
Name: Jennifer Fadden
Title: Chief Operating Officer
Date: Mar 8, 2024
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
C" � j Ibir•�
Name:
Christianne Simmons
Title:
Chief Transformation Officer
Approved as to Form and Legality
By: O
Name: JB Strong
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N/A (Prof Services Exemption
Form 1295: FORM 1295 NUMBER
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: Sky Wiwa (Mn 412:19 CST)
Name: Sky Williams
Title: Administrative Services Coordinator
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Facilitation of a half -day staff follow-up workshop for the City of Fort Worth.
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Proposal for:
Staff Follow-up Workshop
City of Fort Worth, Texas
February 14, 2024
Proposal pricing is valid for 90 days.
Reservations for event dates are valid for 21 days.
Strategic Government Resources
P.O. Box 1642, Keller, Texas 76244
Office: 817-337-8581
Mike Mowery, President of Leadership
Development & Strategic Foresight
MMowerv(@GovernmentResource.com
SGR
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CSC No. 61162
Table of Contents
1. About SGR
2. Investing in Leadership Development
3. Scope of Work
4. Workshop Facilitator
5. SGR Leadership Development Facilitators
6. Professional Service Fee & Estimated Travel Expenses
7. Billing
8. Response Request
9. Appendices:
• Appendix A: Professional Services Agreement
CSC No. 61162
About SGR
Strategic Government Resources, Inc. (SGR) exists to help local governments become more
successful by recruiting, assessing, and developing innovative, collaborative, and authentic
leaders. SGR was incorporated in Texas in 2002 with the mission to facilitate innovative
leadership in local government. SGR is fully owned by former City Manager Ron Holifield, who
spent two high -profile decades in city management and served as a City Manager in several cities.
SGR's business model is truly unique. Although we are a private company, SGR operates like a
local government association. Most of SGR's principals are former local government officials,
allowing SGR to bring a perspective and depth of local government expertise to every project
that no other firm can match.
SGR's Core Values are Customer Service, Integrity, Philanthropy, Continuous Improvement,
Agility, Collaboration, Protecting Relationships, and the Golden Rule.
SGR is a full -service firm, specializing in providing solutions for local governments in the areas of
recruitment and retention, leadership development and training, innovation and future
readiness, and everything in between.
With 30 full-time employees, 1 part-time employee, 27 recruiters, 17 facilitators, and multiple
consultants who function as subject matter experts on a variety of projects, SGR offers
comprehensive expertise.
The company operates as a fully remote organization, with team members located in Texas,
Arizona, California, Colorado, Florida, Georgia, Maine, Missouri, Montana, New York, North
Carolina, Ohio, Oklahoma, Oregon, South Carolina, and Utah.
View all SGR team members and their bios at: https://sgr.Pub/MeetTeamSGR.
CSC No. 61162
To help your
people achieve
greatness...
prepare them
BEFORE
you promote
them.
SGR understands that creating a leadership development
pipeline, a strong overall succession plan, and a healthy
culture for your organization is a high priority. Let us help
you promote team engagement and provide team members
with training and professional development opportunities
that are tailored to specifically meet the needs of local
government.
We appreciate the opportunity to help you strengthen your
training and leadership development programs!
Sincerely,
Ron Holifield
CEO of Strategic Government Resources
`a
CSC No. 61162
Why Invest in Leadership Development?
Leadership Development focuses on the competencies needed for upper -level managers and
senior executives who have the responsibility of shaping the organization's culture and systems
to facilitate excellent performance. Leadership Development events help leaders navigate how
they can effectively shape and mold the future.
How Do Live Events Work?
SGR's Leadership Development Events are highly customizable and can be tailored to meet the
specific needs of your organization. Certain needs may simply require a customized agenda
while others may require confirming other specifics such as preferred topic, duration, target
audience, intended outcomes, budget, and more.
SGR organizes its catalog by "format", which simply indicates the intended event experience.
Available formats include the following:
• Retreats for elected officials
• Workshops for Management Teams
• Executive Book Briefings
• Round -Table Discussions on Values -based Leadership
• Strategic Foresight Workshops
• Servant Leadership Conferences
• Executive Coaching and Mentoring
Whether you are interested in scheduling a retreat, workshop, executive book briefing, or other
available service, SGR will work with you to create an agenda that fits your needs.
9
CSC No. 61162
Scope of Work
Thank you for the opportunity to submit this proposal to facilitate a half -day staff follow-up
workshop for the City of Fort Worth. This proposal includes event details, facilitator background
information, and the cost of services.
Session Title Facilitator Tentative Date Location
Staff Follow-up Hilary Shine March or April 2024 TBD
Workshop
Objectives of the Workshop:
• Debrief staff on the outcomes of the Council retreat.
Deliverable:
SGR will provide a write-up of the key takeaways from the event discussion as a part of our
services at no additional cost.
Facilitator:
The facilitator for the workshop will be Senior Vice President Hilary Shine. Please see Hilary's
bio included in this proposal. To view the bios for all SGR Facilitators, please visit the facilitator
section on the SGR website at: Meet the Team.
Requested Logistical Support from the City:
1. A meeting location, break coordination, and expenses.
2. All AV set up, including a lapel microphone, laptop, and projector with power point
capability, as well as the ability to play videos with adequate sound for a full room to
easily hear.
3. Printing of all materials, if applicable.
4. Two chart -size, "Post It" style pads with sticky backs, six different colored large size
markers (wide tip).
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CSC No. 61162
Workshop Facilitator
Hilary Shine, Senior Vice President
HilarvShine(cDjzovernmentresource.com f
254-654-4961
Hilary Shine recently retired from a 20-year career in city government. As an executive leader,
she honed her skills in effective communications, strategic advancement, program
development, performance management and team building. Now a member of the SGR
Leadership Development Team, she's excited to share her experience and expertise with local
governments.
Hilary is a passionate community servant and has volunteered in leadership positions for local
non -profits including United Way, Relay for Life and hospital, theater and education foundation
boards. She is co-founder of Friends of Central Texas State Veterans Cemetery, which has
ensured that every grave has been honored with a wreath each holiday season since 2006.
Hilary earned a B.S. in Communications from the University of Texas at Austin and holds various
certifications in leadership, management, communications and emergency response.
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FACILITATE
MIKE MOWERY
ARETHA FERRELL-
BENAVIDES
BOB LASALA
KRISTY CARD
WILL HAMPTON
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AUSTIN HOLIFIELD
RANDY MAYEUX
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JULIE OLDBURY
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HILARY SHINE
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CSC No. 61162
Agreement for Staff Follow-up Workshop ("PROJECT")
to City of Fort Worth, Texas ("CLIENT") between
CLIENT and Strategic Government Resources, Inc. ("SGR")
SGR and CLIENT (together, "Parties") agree as follows, effective upon the date of the later
signature below, in consideration of the mutual promises contained in this Agreement and other
good and valuable consideration, the sufficiency of which each Party hereby acknowledges.
1. SGR promises and agrees:
A. To perform the services described in SGR's Proposal for PROJECT dated February 14,
2024 ("PROPOSAL") substantially in the timeframe projected in the PROPOSAL.
B. To comply with all applicable open records, public information and similar laws, and
consult with CLIENT if SGR is asked for information before disclosure, unless
prevented by court order or law from doing so.
2. CLIENT promises and agrees:
A. To pay SGR promptly as billed or invoiced for such services in accordance with the
amounts stated in PROPOSAL, including Reimbursable Expenses and costs of any
Supplemental Services or Other Expenses that CLIENT selects.
B. To respond to drafts of documents and reports in a timely manner; failure to do so
may, in SGR's reasonable discretion, extend timelines and can negatively impact the
outcome of the process.
C. To provide legal opinions to SGR regarding when and if any information relating to the
PROJECT must or should be released in accordance with public information laws or
legal process.
D. That if CLIENT receives an open records request, CLIENT shall notify and share the
request with SGR in writing as soon as possible but within no more than three (3)
business days of receipt.
E. To cooperate with SGR to enable SGR to perform its obligations to CLIENT.
3. Additional Terms and Conditions:
A. SGR may substitute personnel other than those initially placed, who have substantially
equivalent training and experience and subject to approval of CLIENT, due to factors
such as SGR employee/consultant turnover, developing needs of the PROJECT, or
CLIENT's request.
B. CLIENT grants SGR permission to use any name, logo, or other identifying mark of
CLIENT in SGR's social media content to refer to the relationship established by this
agreement.
Page 1 of 4
12
CSC No. 61162
C. Remedies
i. CLIENT can terminate this agreement at any time for no reason upon giving
SGR seven (7) days advance written notice of the termination date. In such an
event, SGR will be compensated for all work satisfactorily performed up to and
through the termination date.
ii. SGR can terminate this agreement upon seven (7) days advance written notice
of the termination date to CLIENT if CLIENT has failed to promptly pay in full
any undisputed portion of any bill or invoice (if the dispute is in good faith) or
has failed to perform its contractual promises in a manner that materially
impedes SGR's ability to perform. In such an event, SGR will be compensated
for all work satisfactorily performed up to and through the termination date.
D. There are no third -party beneficiaries to this Agreement.
E. If any term or condition of this Agreement is invalidated by final judgment of a court
of competent jurisdiction or becomes impossible to perform, the Parties will confer
about whether to continue performance without amending the Agreement, without
prejudice to either Party's right to terminate the Agreement without cause.
F. This Agreement embodies the complete and final understandings, contract, and
agreement between the Parties, superseding any and all prior written or verbal
representations, understandings, or agreements pertaining to this PROJECT. This
Agreement can be modified only by signed written amendment. Electronic
communications purporting to amend this Agreement will be effective only if the
electronic communication includes specific reference to this Agreement or PROJECT.
G. This Agreement will be governed by the substantive laws of the State of Texas without
regard to the jurisdiction's choice -of -law doctrines. Venue for any litigation relating
to this Agreement will be exclusively in Tarrant County of the State of Texas.
H. Notices related to this Agreement will go to the respective Parties as follows but either
Party can change the addressee for notices to that Party by written notice to the other
Party.
i. For the purposes of this Agreement, legal notice shall be required for all
matters involving potential termination actions, litigation, indemnification,
and unresolved disputes. This does not preclude legal notice for any other
actions having a material impact on the Agreement.
ii. Any notice required be given by this Agreement shall be deemed to have been
given within three (3) days of emailing or depositing in the mail.
Page 2 of 4
13
CSC No. 61162
Legal Notices:
SGR
Attn: Melissa Valentine, Corporate Secretary
PO Box 1642
Keller, TX 76244
Melissa@GovernmentResource.com
CLIENT
Attn: JB Strong
Address: 200 Texas St, Fort Worth, TX 76102
Email: John.Strong@fortworthtexas.gov
PROJECT Representative:
SGR CLIENT
Name: Mike Mowery Name: Amethyst Sloane
Title: President of Leadership Development &
Strategic Foresight Title: Performance Manager
Email: MMowerv@governmentresource.com Email: Amethyst. Sloane@fortworthexas.gov
Phone: 817-337-8581 Phone: 817 - 392- 8520
Billing and Invoicing:
SGR CLIENT
Attn: Finance Name: Sky Williams
Finance@GovernmentResource.com
817-337-8581 Title: Administrative Services Coordinator
Email: Sky.Williams@fortworthtexas.gov
Phone: 817-392-7621
On -Site AV/IT Point of Contact (for day -of session needs):
SGR
CLIENT
Attn: Training
Name:
Training@GovernmentResource.com
817-337-8581
Title:
Email:
Phone:
Page 3 of 4
14
CSC No. 61162
On -Site Event Coordinator Point of Contact (for day -of session needs):
SGR CLIENT
Attn: Training
Name:
Traininiz(@GovernmentResource.com
817-337-8581 Title:
Email:
Phone:
I. Unless sooner terminated, this Agreement shall terminate at such time as the
PROJECT is completed and the requirements of this Agreement are satisfied, except
that duties of payment, of information disclosure, any representations and
warranties, and placement guarantee survive this Agreement.
J. The Parties and each individual who executes this Agreement on behalf of a Party
represent and warrant to the other Party that as to each Party's respective signatory,
that signatory is authorized by their Party to execute this Agreement and to bind their
Party hereto.
K. Time is of the essence to this Agreement.
L. This Agreement may be executed in counterparts which together will comprise the
Agreement.
M. This Agreement is subject to appropriation of funds by CLIENT.
N. Balances that are unpaid after the payment deadline are subject to a fee of 5% per
month or the maximum lawful rate, whichever is less, on the owed amount every
month, charged monthly until the balance is paid.
Strategic Government Resources, Inc. CLIENT
Signature Signature
Printed Name: Printed Name:
Title: Title:
Date Date
Page 4 of 4
15
CSC No. 61162
EXHIBIT B
PAYMENT SCHEDULE
Vendor Services Agreement Page 12 of 12
CSC No. 61162
Professional Services Fees & Estimated Travel Expenses
Professional Service Unit Price Quantity Subtotal
Half -Day Staff Follow-up Workshop c2� 1 $3
,750
$3,375 $3,375
(10% AR member (10% AR member
discount) discount)
Estimated Travel Expenses
Unit Price
Quantity
Subtotal
Estimated Mileage, Parking, & Meals
$250/workshop
1
$250
*Other than meals, which are billed based on a per diem, travel expenses are billed at exact cost
on invoice immediately following the date of service.
AR Member Discount
The Alliance for Innovation (AFI) is a nationwide non-profit association of local governments
dedicated to promoting innovation and improving the quality of life in their local communities.
Founded in 1994, the Alliance provides a platform for collaboration, learning, and sharing of
best practices among its members.
AR collaborates with SGR and leverages the expertise of their specialists to deliver professional
foresight, innovation, and culture -building services. AR and SGR are proud to offer a robust
selection of offerings thoughtfully designed to guide local governments teams on their
individual innovation journeys. Membership in AR gives local governments a leg up on the
activities most essential to building a prosperous future.
• Become more proactive — Our strategic foresight services help local governments
anticipate change and design proactive strategies to build the future they envision.
• Build a stronger team — Our culture building services and events are designed to help
local governments build cultures of enhanced innovation and foresight.
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CSC No. 61162
0 Get on the cutting edge — Our innovation services help local governments stay up to
date on the latest social innovations and pioneering technology.
In addition to membership benefits, Alliance for Innovation (AFI) Members receive a 10%
discount on all SGR Leadership Development services. For more information on becoming an
AFI Member, please contact Director of AFI National Member Relations, Kristen Dorman at:
kristendorman@governmentresource.com.
CSC No. 61162
Billing
SGR will send an invoice immediately following the date of service, which can sometimes result
in multiple session offerings being represented in a single invoice if the event dates are all
delivered within a relatively short period of time. Payment is due within thirty (30) days of
receipt. If full payment is not made by the due date, SGR reserves the right to suspend the
delivery of all future events until full payment is made. Balances that are unpaid after the
payment deadline are subject to a fee of 5% per month or the maximum lawful rate, whichever
is less, on the owed amount every month, charged monthly until the balance is paid.
Facilitator Travel & Related Expenses
Applicable travel expenses will be calculated on the day of the event (or preceding/post day(s)
of the event based on the start/ending time of the events) and invoiced in addition to the
Professional Service Fee(s) Estimated travel expenses are included in this proposal but may vary
depending on the cost incurred for travel expenses. If the requested session requires that two
or more facilitators be on -site at any time during the session, the client will be invoiced for each
Facilitator's travel expenses. SGR makes every effort to be economically responsible for all
facilitator -related travel expenses including:
1. Airfare + Applicable Fees. Air transportation will be billed to the client at actual cost (no
mark-up) immediately following the date of service.
2. Ground Transportation
0 Personal Vehicle (round trip mileage at current IRS rate of $0.67 per mile)
0 Rental Vehicle (rental fees + gas at actual cost with no mark-up).
3. Lodging. The facilitator will stay at a hotel comparable to a Hampton Inn in your
city. Lodging will be billed to the client at actual cost (no mark-up) immediately
following the date of service.
4. Meals. Meals will be reimbursed to facilitator based on a daily per diem amount of
$65.00/day per facilitator; $15 for breakfast, $20 for lunch, and $30 for dinner.
Facilitator(s) may claim meal reimbursement for the duration of the trip, including
travel en route to and from the event (excluding any meals provided by the
Organization in conjunction with the event.)
Purchase Order Number
If applicable, please provide the appropriate Purchase Order (PO). This PO number will be
included on the invoice for services provided as part of this Professional Services Agreement.
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