HomeMy WebLinkAboutContract 62272City Secretary Contract No. 62272
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 Collective
Growth ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties."
1. Scone of Services. Vendor will provide a series of leadership preparation sessions and a
change management support plan designed to support the integration of EMS staff into the Fort Worth Fire
Department. These sessions will align leadership, foster open communication, and build a unified culture
focused on collaboration and trust throughout the transition ("Services"), and are set forth in more detail in
Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on September 20, 2024 ("Effective Date") and expires on
September 19, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to three (3) one-year renewal option(s) (each a "Renewal Term").
3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "A," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed Seventy -Five Thousand Dollars ($75,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-annrooriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Oblia_ ations 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
Vendor Services Agreement OFFICIAL RECORD page 1 of 11
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
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. Right 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
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
Vendor Services Agreement Page 2 of 11
City Secretary Contract No.
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
Vendor Services Agreement Page 3 of 11
City Secretary Contract No.
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.
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:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
Vendor Services Agreement Page 4 of 11
City Secretary Contract No.
$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 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 Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor Services Agreement Page 5 of 11
City Secretary Contract No.
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
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Collective Growth
MaryAnn Means-Dufrene, Founder & CEO
4200 S Hulen St Ste 680
Fort Worth, TX 76109
Facsimile: N/A
14. Solicitation of Emnlovees. 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 tern 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
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.
Vendor Services Agreement Page 6 of 11
City Secretary Contract No.
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 Parry 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 its Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counteruarts. 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 I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
Vendor Services Agreement Page 7 of 11
City Secretary Contract No.
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. OwnershiD 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, 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
Vendor Services Agreement Page 8 of 11
City Secretary Contract No.
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.
31. 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.
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)
Vendor Services Agreement Page 9 of 11
City Secretary Contract No.
Waili01911DIIXRQIIX.T"901D113
CITY OF FORT WORTH:
By:
-
Name:
Jesica McEachern
Title:
Assistant City Manager
11 /06/2024
Date:
APPROVAL RECOMMENDED:
�f a v^- \�
By.
Dianna Giordano (Nov 6, 2024 17:04 CST)
Name:
Dianna Giordano
Title:
Human Resources Director
4.6ovvnp��
ATTEST: � � -*o �09
�o
p
Ovo 0=4
*�
o.ol'olo00
bR44454aa
By:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
Collective Growth Designs
MaryAyh Mevs-Uc Ivne
By:
Name: MaryAnn Means-Dufrene
Title: Founder & CEO
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: K�& S"tt-
Name: Kayla Scott
Title: Human Resources Manager
APPROVED AS TO FORM AND LEGALITY:
By:
uJ
Name:
Jessika Williams
Title:
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 11
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES & PRICE SCHEDULE
Vendor will provide: (1) a series of Leadership Preparation Sessions and (2) a Change Management Support
Plan designed to support the integration of EMS staff into the Fort Worth Fire Department. These training
sessions, described in more detail on the following pages, will align leadership, foster open communication,
and build a unified culture focused on collaboration and trust throughout the EMS transition.
The Leadership Preparation Sessions includes two sessions to be completed within a one -to two -week
period, to be determined collectively by Vendor and City. The total cost for this service is an all-inclusive
fee of $10.000.00 to be invoiced at the conclusion of the Leadership Preparation sessions.
The Change Management Support Plan includes three phases, composed of a minimum of six sessions. The
scheduling of the sessions will be determined collectively by Vendor and City. The total cost for this
service is an all-inclusive fee of $10,000.00 per month for a maximum of six months to be invoiced by
the vendor at the conclusion of each month. Invoices will detail which sessions Vendor provided in the
preceding month.
Vendor Services Agreement Page 11 of 11
\� collective
growth
Proposal: Change Management Support Plan
Fort Worth Fire Department & EMS Integration
Overview
This proposal outlines a series of leadership change management sessions and culture
advising support designed to support the integration of EMS staff into the Fort Worth Fire
Department. These six sessions in three phases will align leadership, foster open
communication, and build a unified culture focused on collaboration and trust throughout
the transition. Advising and support for key leaders and project managers between sessions
will ensure the project tracks toward ideal outcomes.
Objectives
1. Equip Leadership: Provide leadership with the tools needed to guide the EMS
integration process effectively.
2. Foster Open Communication: Create open channels for transparent communication
between fire and EMS personnel.
3. Build a Unified Culture: Develop a culture focused on shared goals, collaboration, and
trust.
4. Minimize Resistance: Address concerns early to ease the transition and reduce
resistance.
Phase 1: Preparation and Leadership Alignment
Goal: Align leadership on the vision for the integration and create a clear communication
strategy.
Session 1: Leadership Discovery
• Objective: Explore experience with broader group of leaders, align leaders on the
goals of the EMS integration, and address potential challenges.
• Content:
o Explore experience
o Review integration goals, timeline, and expectations.
o Discuss challenges and resistance points from both EMS and fire personnel.
o Establish roles in the transition.
• Outcomes:
o A clear understanding of the vision and leadership roles.
o A unified leadership front.
\� collective
growth
Session 2: Communication Strategy Workshop
• Objective: Develop a transparent communication plan for the transition.
• Content:
o Plan key messages for fire staff
o Identify communication channels (e.g., SharePoint, town halls, emails).
o Establish feedback loops for concerns and ideas.
• Outcomes:
o A structured communication plan promoting transparency and trust.
Phase 2: Integration Sessions with Fire Personnel and EMS
Goal: Foster dialogue, team -building, and cultural integration between fire staff and EMS.
Session 3: Culture Building Workshop
• Objective: Create a collaborative culture between FWFD and EMS
• Content:
o Discuss shared values (e.g., trust, respect, service).
o Facilitate group exercises for defining the desired culture.
• Outcomes:
o A shared understanding of the desired culture.
o Increased buy -in from both fire personnel and EMS.
Session 4: Joint Team -Building Exercises
• Objective: Build relationships between fire personnel and EMS
• Content:
o Small group activities focusing on problem -solving and communication.
o Collaboration building experiences between fire personnel and EMS.
• Outcomes:
o Improved collaboration and trust between teams.
Phase 3: Continuous Support and Feedback
Goal: Provide ongoing support and feedback to ensure cultural integration and smooth
operations.
Session 5: Leadership Check -Ins and Feedback Loops
• Objective: Ensure leadership remains engaged and responsive throughout the
integration.
• Content:
o Regular leadership check -ins to track progress.
o Gather feedback from fire personnel and EMS on the evolving culture.
\� collective
growth
o Adjust change management strategies based on feedback.
• Outcomes:
o Continuous improvement of the integration process.
o Adaptability to team needs.
Session 6(+): Tailored Cultural Workshops and Trainings
• Objective: Reinforce cultural norms and address challenges as they arise.
• Content:
o Conflict resolution, team dynamics, and leadership development workshops.
o Mental health and wellness resources for staff.
o Recognition programs to celebrate teamwork and collaboration.
• Outcomes:
o A sustained, positive culture.
o Reduced burnout and turnover.
Facilitation
Collective Growth will facilitate all sessions, ensuring alignment and actionable outcomes.
Post -session reports will highlight key decisions and next steps. Advising and support for key
leaders and project managers between sessions will ensure the project tracks toward ideal
outcomes.
Investment
The total investment for the planning, facilitation, and post -session reporting of sessions and
culture advising is $10,000 per month for six months.
Conclusion
These sessions will equip CFW, FWFD, and Local 440 leadership with the tools, strategies,
and commitment needed to guide the EMS integration process. By fostering a culture of
trust, service, and collaboration, the transition can be successful and sustainable.
Contact Information:
MaryAnn Means-Dufrene, MPA, MSHRM
Collective Growth
maryann@collectivegrowthdesigns.com
817-228-8554
\� collective
growth
Proposal: Leadership Preparation Sessions
Fort Worth Fire Department & EMS Integration
Overview
This proposal outlines two focused leadership dialogue sessions designed to prepare the
City of Fort Worth, the Fort Worth Fire Department (FWFD) and Local 440 for the integration
of EMS staff into FWFD. These sessions will help align the leadership team, address potential
culture and logistics challenges, and establish roles to enable a successful transition.
Objectives
1. Align Leadership Vision: Develop a clear, shared vision for the EMS integration into
FWFD.
2. Address Challenges Early: Identify potential resistance and challenges from FWFD,
Local 440, and EMS team members and collaboratively discuss how to address them.
3. Clarify Leadership Roles: Define key leadership roles and responsibilities to effectively
support the transition process.
4. Ensure Unified Leadership: Develop commitment to cohesive and consistent
communication from leaders throughout the integration.
Session 1: Exploring the Leadership Experience and Integration Goals
Objective:
Work to build trust, align leadership on the goals and expectations for the EMS integration,
and identify potential challenges.
Duration:
2 hours
Key Themes:
• Leadership Reflection: Leaders discuss experiences with the current transition, in
managing change, and what they want to improve upon.
• Goal Setting: Define clear integration goals and create a realistic timeline.
• Challenges and Resistance: Identify potential concerns and resistance points from
both FWFD and EMS teams.
\� collective
growth
Outcome:
A shared understanding of the goals, expectations, and challenges of the EMS integration.
Session 2: Defining Leadership Roles and Unified Commitment
Objective:
Clarify leadership roles and responsibilities and ensure all leaders are aligned in supporting
the integration process.
Duration:
2 hours
Key Themes:
• Vision Alignment: Refine the shared vision for how the integrated teams will function.
• Leadership Roles: Assign specific responsibilities (e.g., communication lead, team -
building lead) to support the transition.
• Unified Front: Ensure leaders are aligned, committed to clear, consistent
communication, and ready for a collaborative, supportive process.
Outcome:
Defined roles and responsibilities with strong leadership alignment for a unified approach to
the integration.
Timeline
Two sessions to be completed within a one- to two -week period.
Facilitation
MaryAnn Means-Dufrene with Collective Growth will facilitate the sessions, guiding the
discussions and ensuring actionable outcomes. After each session, a summary report will be
provided to highlight key decisions and next steps.
\� collective
growth
Investment
The total investment for the planning, facilitation, and post -session reporting of these two
sessions is $10,000.
Conclusion
These sessions will give CFW, FWFD, and Local 440 leaders the alignment and clarity they
need to successfully lead the EMS integration. By focusing on clear communication, role
definition, and addressing challenges early, the leadership team can ensure a smooth,
collaborative transition.
Contact Information:
MaryAnn Means-Dufrene, MPA, MSHRM
Collective Growth
maryann@collectivegrowthdesigns.com
817-228-8554