HomeMy WebLinkAboutContract 62035City Secretary Contract No. _____________
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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
VitalSmarts, LC dba Crucial Learning (“Vendor”), each individually referred to as a “party” and
collectively referred to as the “parties.”
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1.This Vendor Services Agreement;
2.Exhibit A – Scope of Services; and
3.Exhibit B – Price Schedule.
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 the Exhibits and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1.Scope of Services. Vendor will provide copyright learner licenses (course materials) to
City employees. Exhibit “A,” - Scope of Services more specifically describes the services to be provided
hereunder.
2.Term. This Agreement shall begin August 31, 2024 (“Effective Date”) and shall expire
on August 30, 2025 (“Expiration Date”), unless terminated earlier in accordance with this Agreement
(“Initial Term”). City shall have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to two (2) one-year renewal options.
3.Compensation. City shall pay Vendor an annual amount up to Fifty Thousand
Dollars ($50,000.00) in accordance with the provisions of this Agreement and Exhibit “B,” Payment
Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform
any additional services for the City not specified by this Agreement unless the City requests and approves
in writing the additional costs for such services. City shall not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to
pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
In the event City wishes to purchase additional course materials, found within Exhibit “A,” Vendor
will supply a quote for the course materials and the quote must conform with the pricing under Exhibit “A.”
If the City accepts the quote and places and order for the course materials, that quote shall be considered
an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain
all quotes for the 3-year audit period included herein.
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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
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination, including any applicable cancellation fees, and Vendor shall
continue to provide City with services requested by City and in accordance with this Agreement up
to the effective date of termination. Upon termination of this Agreement for any reason, Vendor
shall provide City with copies of all completed or partially completed documents prepared as Work
Product defined under this Agreement. In the event Vendor has received access to City Information
or data as a requirement to perform services hereunder, Vendor shall return all City provided data
to City in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City (“City Information”) as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6.Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
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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 shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7.Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subVendor.
8.Liability and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City’s use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
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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, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action, with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City’s assumption of payment of costs or expenses
shall not eliminate Vendor’s duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9.Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10.Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a)Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. “Any
vehicle” shall be any vehicle hired and non-owned.
(c) Worker’s Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other
state workers’ compensation laws where the work is being performed
Employers’ liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers’ compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days’ notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days’ notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
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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 shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11.Compliance with Laws, Ordinances, Rules and Regulations.Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12.Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13.Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager for HR
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR: VitalSmarts, LC
VitalSmarts, LC dba Crucial Learning
ATTN: Contracts Department
320 River Park Drive
Suite SWB
Provo, UT 84604
14.Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15.Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16.No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17.Governing Law / Venue.This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18.Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19.Force 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, 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 its Exhibits.
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 its Exhibits, 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
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and void to the extent in conflict with any provision of this Agreement.
24.Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25.Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s
option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26.Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27.Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, “Work Product”). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. For the avoidance of doubt, the
Parties anticipate that generally Vendor will not create Work Product as defined in this Agreement
(including any Work Product incorporating Vendor products). All goods, materials and other information
delivered to City, including during training and facilitation sessions, are Vendor Pre-Existing Intellectual
Property (“Vendor IP”) which are subject to copyright protection and are licensed for the limited internal
use by employees of the City for whom participant fees have been paid, on a non-exclusive, non-transferable
basis. City will not sell, sublicense, or otherwise make Vendor IP available to third parties for any reason,
and will not reproduce, alter, or create derivative works from Vendor IP without Vendor’s prior written
permission. Where Vendor is expected to produce Work Product owned by City as provided in this Section,
it must be expressly defined as such in the applicable SOW.
28.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.
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29.Change in Company Name or Ownership. Vendor shall notify City’s Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30.No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel”
and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor’s signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
31.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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. 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 City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32.Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. 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 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.
33.Cancellation. If City cancels or reschedules an event, City is responsible for all non-
refundable travel costs incurred, regardless of cancellation date. If City cancels an event with more than
thirty (30) calendar days’ notice to Vendor, there is no cancellation fee and any fees previously paid will
be credited to City’s next event or purchase (except non-refundable travel costs mentioned above). If City
cancels with thirty (30) or fewer calendar days’ notice to Vendor, City is responsible for 100% of the
delivery fee for the event.
34.Virtual Terms. City will take all measures necessary to ensure only City employees for
whom City has paid the applicable participant fee are given access to the virtual training content. If City
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discovers that an individual has accessed the virtual training content in contravention of the foregoing, City
will end the unauthorized access and inform Vendor. Unauthorized access includes, but is not limited to,
recording the sessions by screen capture or any other modality and any inappropriate distribution or sharing
of a computer during sessions. City shall not record virtual training. City acknowledges and agrees that a
participant in virtual training may not cancel his/her registration once a participant has logged on to the
course. Even if a participant does not attend the course at all, or in its entirety, the registration fee will be
earned by Vendor. Upon termination of this Agreement, City shall delete all digital files and links to Vendor
materials.
35.Order Cancellation; Shipping; Returns. All purchases of just course materials are non-
cancellable and non-refundable. All orders are shipped FOB Shipping Point, freight prepaid and added to
City’s invoice. Vendor will, as its sole remedy, replace defective product with conforming product
provided returns are made with ten (10) business days of receipt.
36.Other Terms. All services provided by Vendor to City shall be governed by and be in
accordance with this Agreement. Any additional terms and conditions, such as those appearing on a
purchase order, are expressly disclaimed and shall not apply.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
City of Fort Worth
By: ___________________________
Name: Jesica McEachern
Title: Assistant City Manager
Date: ___________________________
Approval Recommended:
By: ______________________________
Name: Dianna Giordano
Title: Director of Human Resources
Attest:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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: Kayla Scott
Title: Human Resources Manager
Approved as to Form and Legality:
By: ______________________________
Name: Jessika J. Williams
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A: 252 Exemption
VENDOR:
VitalSmarts, LC dba Crucial Learning
By:
Name: Troy Giles
Title: CFO/COO
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EXHIBIT A
SCOPE OF SERVICES
Statement of Work
This Statement of Work (SOW), between the City of Fort Worth (“Client”) and VitalSmarts, LC dba Crucial
Learning (“Crucial Learning”), is entered into by the parties and effective as of ______________ (the
“SOW Effective Date”). This SOW is issued under and subject to the Vendor Services Agreement, dated
__________, between the Parties.
1. Background: The Client requires training/facilitation services to provide employees with professional
development skills.
2. Objective: The objective of this SOW is for Crucial Learning to provide materials to Client to improve
communication skills, among other areas of professional development.
3. Scope of Work: Crucial Learning will provide 125 Crucial Conversations for Mastering Dialogue
exchangeable learner licenses (materials) at $272.00 each plus shipping, handling, and tax if applicable.
Crucial Learning will also provide Client with one (1) free Trainer Certification which will be available for
six (6) months from the date it is issued and will expire after that six (6) month period. Additional
products in Exhibit A may be added at Client’s request.
4. Period of Performance: August 26, 2024 – August 25, 2025.
5. Pricing:
Description Quantity Unit Price
(USD)
Total
Learner Licenses -Crucial Conversations for
Mastering Dialogue (exchangeable)
125 $272.00 $34,000.00
Trainer Certification 1 $0.00 $0.00
Total
Shipping, Handling and taxes, if applicable, will be included on the invoice.
6. Place of Delivery: TBD
7. Payment: Invoices shall be sent to: supplierinvoices@fortworthtexas.gov;
christina.thomas@fortworthtexas.gov. City of Fort Worth will make payment within 30 days of receipt of a
proper invoice.
City Secretary Contract No. _____________
Vendor Services Agreement Page 13 of 15
IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement.
City of Fort Worth VITALSMARTS, LC dba Crucial Learning
Signature: ___________________________ Signature: ___________________________
Name: ______________________________ Name: ______________________________
Title: _______________________________ Title: _______________________________
Date: _______________________________ Date: _______________________________
City Secretary Contract No. _____________
Vendor Services Agreement Page 14 of 15
List of Optional Additional Products and Corresponding Pricing for Initial Term of Agreement
Materials
Description Quantity Unit Price (USD)
Crucial Conversations for Mastering Dialogue
Crucial Conversations for Accountability
1-99 $318.00
100-249 $272.00
250-499 $261.00
Crucial Conversations for Accountability (Add-On)
1-99 $232.00
100-249 $198.00
250-499 $190.00
Master Trainer
Description Quantity Unit Price (USD)
Virtual – 5 Days (2.5 hours per day) 1 $14,000.00
In-Person – 2 days 1 $14,000.00
*Does not include Shipping & Handling of materials, or Travel & Expenses
Workshop + Certification
Description Quantity Unit Price (USD)
Workshop (Virtual Public) 1 $1,795.00
Certification (Virtual Public) 1 $1,895.00
Miscellaneous
Description Quantity Unit Price (USD)
SDI Assessment – Stand Alone 1 $140.00
Crucial Consulting Price will depend on Scope of Work and Time – to be
quoted separately.
Vendor Services Agreement Page 15 of 15
EXHIBIT B
PRICE SCHEDULE