HomeMy WebLinkAboutContract 62806Vendor Services Agreement (Design Ideal)Page 1 of 11
VENDOR SERVICES AGREEMENT
ThisVENDORSERVICES AGREEMENT (Agreement)ismade and enteredinto by and betweenthe
CITY OF FORT WORTH (City),a Texas home rule municipal corpora on, ac ng by and through its duly
authorized Assistant City Manager, and DESIGN IDEAL CONSULTING, LLC (Vendor),a Texas limited
liability company, and ac ng by and through its duly authorized representa ve, each individually referred
to as a partyand collec vely referred to as the par es.
1.Scope of Services. The Vendor will provide training to City sta in accordance with the
scope of services set forth in Exhibit A, which is a ached hereto and incorporated herein for all purposes
(Services).
2.Term. The ini al term of this Agreement is for three months, beginning on the date that
this Agreement is executed by the Citys Assistant City Manager (E ec ve Date),unless terminated
earlier in accordance with this Agreement (Term).
3.Compensa on.
3.1 Total compensa on under this Agreement will not exceed Three Thousand Eight
Hundred Dollars and Zero Cents ($3,800.00).
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.
3.3 Vendor will not perform any addi onal services or bill for expenses incurred for
City not specied by this Agreement unless City requests and approves in wri ng the addi onal
costs for such services. City will not be liable for any addi onal expenses of Vendor not specied
by this Agreement unless City rst approves such expenses in wri ng.
4.Termina on.
4.1 Wri en No ce. City or Vendor may terminate this Agreement at any me and for
any reason by providing the other party with 30 dayswri en no ce of termina on.
4.2 Payment Upon Termina on by City. In the event the City terminates the
Agreement for convenience, the City agrees to compensate Vendor for services rendered up to
thee ec vedate of termina onand payacancella onfee of 50%oftheremainingcontractvalue
if cancella on occurs within 15 business days of a scheduled training event. If the termina on is
due to non appropria on of funds, Vendor shall be en tled to payment for services already
performed.
4.3. Non Appropria on of Funds. In the event no funds or insu cient funds are
appropriated by City in any scal period for any payments due hereunder, City will no fy Vendor
of such occurrenceand this Agreement will terminateon the last day ofthe scal periodfor which
appropria ons were received without penalty or expense to City of any kind whatsoever, except
as to the por ons of the payments herein agreed upon for which funds have been appropriated.
Vendor Services Agreement (Design Ideal) Page 2 of 11
4.4 Du es and Obliga ons of the Par es. In the event that this Agreement is
terminated prior to the Expira on Date, City will pay Vendor for services actually rendered up to
the e ec ve date of termina on and Vendor will con nue to provide City with services requested
by City and in accordance with this Agreement up to the e ec ve date of termina on. Upon
termina onofthisAgreementforanyreason,VendorwillprovideCitywithcopiesofallcompleted
or par ally completed documents prepared under this Agreement. In the event Vendor has
received access to City Informa on 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 Conicts and Conden al Informa on.
5.1 Disclosure of Conicts. Vendor hereby warrants to City that Vendor has made full
disclosure in wri ng of any exis ng or poten al conicts of interest related to Vendors services
under this Agreement. In the event that any conicts of interest arise a er the E ec ve Date of
this Agreement, Vendor hereby agrees immediately to make full disclosure to City in wri ng.
5.2 Conden al Informa on. Vendor, for itself andits o cers,agentsand employees,
agrees that it will treat all informa on provided to it by City (City Informa on)as conden al
and will not disclose any such informa on to a third party without the prior wri en approval of
City.
5.3 Public Informa on Act. City is a government en ty under the laws of the State of
TexasandalldocumentsheldormaintainedbyCityaresubjecttodisclosureundertheTexasPublic
Informa onAct.Intheeventthereisarequestforinforma onmarkedConden alorProprietary,
City will promptly no fy Vendor. It will be the responsibility of Vendor to submitreasonsobjec ng
to disclosure. A determina on on whether such reasons are su cient will not be decided by City,
but by the O ce of the A orney General of the State of Texas or by a court of competent
jurisdic on.
5.4 Unauthorized Access. Vendor must store and maintain City Informa on in a
secure manner and will not allow unauthorized users to access, modify, delete or otherwise
corruptCityInforma oninanyway.Vendormustno fyCityimmediatelyifthesecurityorintegrity
ofanyCity Informa onhas beencompromisedor isbelievedto have beencompromised, inwhich
event, Vendor will, in good faith, use all commercially reasonable e orts to cooperate with City in
iden fying what informa on has been accessed by unauthorized means and will fully cooperate
with City to protect such City Informa on from further unauthorized disclosure.
6.Right to Audit. Vendor agrees that City will, un l the expira on of three (3) years a er
nalpaymentunderthisAgreement,or the nalconclusionof anyauditcommenced duringthesaid three
years, have access to and the right to examine at reasonable mes any directly per nent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor involving
transac ons rela ng to this Agreement at no addi onal cost to City. Vendor agrees that City will have
access during normal working hours to all necessary Vendor facili es and will be provided with an
Vendor Services Agreement (Design Ideal) Page 3 of 11
adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this
sec on. City will give Vendor reasonable advance no ce of intended audits.
7.Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement,
and not as agent, representa ve or employee of City. Subject to and in accordance with the condi ons
and provisions of this Agreement, Vendor will have the exclusive right to control the details of its
opera ons and ac vi es and be solely responsible for the acts and omissions of its o cers, agents,
servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat
superior will not apply as between City, its o cers, agents, servants and employees, and Vendor, its
o cers,agents,employees, servants,contractors, andsubcontractors.Vendorfurtheragreesthat nothing
herein will be construed as the crea on 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 o cers,agents, servants,employees, contractors, or subcontractors.Neither Vendor, nor anyo cers,
agents, servants, employees, contractors, or subcontractors of Vendor will be en tled to any employment
benets from City. Vendor will be responsible and liable for any and all payment and repor ng of taxes on
behalf of itself, and any of its o cers, agents, servants, employees, or contractors.
8.Liability and Indemnica on.
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 AU 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, ANDEMPLOYEES, 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 VENDORS 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 GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION Vendor agrees to defend, se le, or
pay, at its own cost and expense, any claim or ac on against City for infringement of any patent,
copyright, trademark,tradesecret,or similarpropertyrightarisingfrom Citys use oftheso ware
or documenta on in accordance with this Agreement, it being understood that this agreement to
defend,se leorpaywill notapplyifCity modiesormisusestheso wareand/ordocumenta on.
So long as Vendor bears the cost and expense of payment for claims or ac ons against City
pursuant to this sec on, Vendor will have the right to conduct the defense of any such claim or
Vendor Services Agreement (Design Ideal) Page 4 of 11
ac on and allnego a onsfor its se lementor compromiseand to se le or compromise anysuch
claim; however, City will have the right to fully par cipate in any and all such se lement,
nego a ons, or lawsuit as necessary to protect Citys interest, and City agrees to cooperate with
Vendor in doing so. In the eventCity, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or ac on brought against City for infringement arising under
this Agreement, City will have the sole right to conduct the defense of any such claim or ac on
and all nego a ons for its se lement or compromise and to se le or compromise any such claim;
however, Vendor will fully par cipate and cooperate with City in defense of such claim or ac on.
City agrees to give Vendor mely wri en no ce of any such claim or ac on, with copies of all
papers City may receive rela ng thereto. Notwithstanding the foregoing,Citys assump on of
payment of costs or expenses will not eliminate Vendors duty to indemnify City under this
Agreement. If the so ware and/or documenta on or any part thereof is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a se lement or compromise, such use is
materially adversely restricted, Vendor will, at its own expense and as Citys sole remedy, either:
(a) procure for City the right to con nue to use the so ware and/or documenta on; or (b) modify
the so ware and/or documenta on to make it non infringing, provided that such modica on
does not materially adversely a ect Citys authorized use of the so ware and/or documenta on;
or (c) replace the so ware and documenta on with equally suitable, compa ble, andfunc onally
equivalent non infringing so ware and documenta on at no addi onal charge to City; or (d) if
none of the foregoing alterna ves is reasonably available to Vendor terminate this Agreement,
and refund all amounts paid to Vendor by City, subsequent to which termina on City may seek
any and all remedies available to City under law.
9.Assignment and Subcontrac ng.
9.1 Assignment. Vendor will not assign or subcontract any of its du es, obliga ons or
rights under this Agreement without the prior wri en consent of City. If City grants consent to an
assignment, the assignee will execute a wri en agreement with City and Vendor under which the
assigneeagreestobeboundbythedu esandobliga onsofVendorunderthisAgreementVendor
will be liable for all obliga ons of Vendor under this Agreement prior to the e ec ve date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will
execute a wri en agreement with Vendor referencing this Agreement under which subcontractor
agrees to be bound by the du es and obliga ons of Vendor under this Agreement as such du es
and obliga ons may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10.Insurance. Vendor must provide City with cer cate(s)of insurance documen ng policies
of the following types and minimum coverage limits that are to be in e ect prior to commencement of
any Services pursuant to this Agreement:
10.1 Coverage and Limits
Vendor Services Agreement (Design Ideal) Page 5 of 11
(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
representa ves in the course of providing Services under this Agreement.Any vehicle
will be any vehicle owned, hired and non owned.
(c)Workers Compensa on:
Statutory limits according to the Texas WorkersCompensa on Act or any other state
workerscompensa on laws where the Services are being performed.
(d)Employersliability:
$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
(e) Professional Liability (Errors & Omissions): 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 specic to Professional
E&O. Either is acceptable if coverage meets all other requirements. Coverage must be
claims made and maintained for the dura on of the contractual agreement and for two
(2) years following comple on of services provided. An annual cer cate of insurance
must be submi ed to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an addi onal insured thereon, as its interests may appear. The term City
includes its employees, o cers, o cials, agents, and volunteers in respect to the
contracted services.
(b) The workerscompensa on policy must include a Waiver of Subroga on
(Right of Recovery) in favor of City.
Page 6 of 11
(c) Aminimumofthirty(30)daysno ceofcancella onorreduc oninlimits
of coverage must be provided to City. Ten (10)daysno ce will be acceptable in the event
ofnon paymentofpremium.No cemustbesenttotheCityinaccordancewiththeno ce
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 ra ng of A VII in the
current A.M. Best Key Ra ng Guide or have reasonably equivalent nancial strength and
solvency to the sa sfac on of Risk Management. If the ra ng is below that required,
wri en approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documenta on will not cons tute a waiver of the insurance requirement.
(f) Cer cates oflnsuranceevidencing that Vendor hasobtained allrequired
insurance will be deliveredto the City prior to Vendor proceeding with any work pursuant
to this Agreement.
11.Compliance with Laws, Ordinances, Rules and Regula ons. Vendor agrees that in the
performance of its obliga ons hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regula ons and that any work it produces in connec on with this Agreement will
also comply with all applicable federal, state and local laws, ordinances, rules and regula ons. If City
no es Vendor of any viola on of such laws, ordinances, rules or regula ons, Vendor must immediately
desist from and correct the viola on.
12.Non Discrimina on Covenant. Vendor, for itself, its personal representa ves, assigns,
contractors, subcontractors, and successors in interest, as part of the considera on herein, agrees that in
the performance of Vendors du es and obliga ons hereunder, it will not discriminate in the treatment or
employment of anyindividual or groupof individuals onany basisprohibitedby law.IFANY CLAIMARISES
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.No ces. No ces 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 representa ves, (2) delivered by facsimile with electronic conrma on of the
transmission,or(3)receivedbytheotherpartybyUnitedStatesMail,registered,returnreceiptrequested,
addressed as follows:
To CITY:
City of Fort Worth
A n:
Assistant City Manager
Fort Worth,TX 7610
Vendor Services Agreement (Design
Ideal)
To VENDOR:
Design Ideal Consul ng, LLC
A n: Erin Wilson
520 Samuels Avenue, Ste. 4409
Fort Worth,Texas 7610
Vendor Services Agreement (Design Ideal) Page 7 of 11
With copy to Fort Worth
City A orneys O ce at same address
14.Solicita onofEmployees.NeitherCitynorVendorwill,duringthetermofthisAgreement
and addi onally for a period of one year a er its termina on, 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 wri en consent of the persons employer. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general
solicita on of adver sement of employment by either party.
15.Governmental Powers. It is understood and agreed that by execu on of this Agreement,
City does not waive or surrender any of its governmental powers or immuni es.
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 cons tute a waiver of Citys
or Vendors respec ve 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 ac on, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such ac on 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
a ected or impaired.
19.Force Majeure. City and Vendor will exercise their best e orts to meet their respec ve
du es and obliga ons 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 regula on; acts of God; acts of the public
enemy;res; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government ac on
or inac on; orders of government; material or labor restric ons by any governmental authority;
transporta on problems; restraints or prohibi ons by any court, board, department, commission, or
agency of the United States or of any States; civil disturbances; other na onal or regional emergencies; or
any other similar cause not enumerated herein but which is beyond the reasonable control of the Party
whose performance is a ected (collec vely,Force Majeure Event).The performance of any such
obliga on is suspended during the period of, and only to the extent of, such preven on or hindrance,
provided the a ected Party provides no ce of the Force Majeure Event, and an explana on as to how it
prevents or hinders the Partys performance, as soon as reasonably possible a er the occurrence of the
Force Majeure Event, with the reasonableness of such no ce to be determined by the City in its sole
discre on.Theno cerequiredbythissec onmustbeaddressedanddeliveredinaccordancewithSec on
13 of this Agreement
Vendor Services Agreement (Design Ideal) Page 8 of 11
20.Headings not Controlling. Headings and tles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to dene or limit the
scope of any provision of this Agreement.
21.Review of Counsel. The par es acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construc on to the e ect that any
ambigui es are to be resolved against the dra ing party will not be employed in the interpreta on of this
Agreement or Exhibit A.
22.Amendments/Modica ons/Extensions. No amendment, modica on, or extension of
this Agreement will be binding upon a party hereto unless set forth in a wri en instrument, which is
executed by an authorized representa ve of each party.
23.Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for allpurposes, bedeemedan original, butall suchcounterparts will together cons tute
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 wri en no ce of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendors
op on, Vendor will either (a) use commercially reasonable e orts 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.Immigra on Na onality Act. Vendor must verify the iden ty and employment eligibility
of its employees who perform work under this Agreement, including comple ng the Employment
Eligibility Verica on Form (I 9). Upon request by City, Vendor will provide City with copies of all I 9 forms
and suppor ng eligibility documenta on for each employee who performs work under this Agreement.
Vendor must adhere to all Federal and State laws as well as establish appropriate proceduresand controls
so that no services will be performed by any Vendor employee who is not legally eligible to perform such
services.VENDOR WILLINDEMNIFY CITY AND HOLD CITYHARMLESS FROM ANYPENALTIES, LIABILITIES,
OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDORS EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City, upon wri en no ce to Vendor, will have the right
to immediately terminate this Agreement for viola ons of this provision by Vendor.
26.Ownership ofWork Product. City will be the sole and exclusive owner of all reports, work
papers, procedures, guides, and documenta on that are specically created, published, displayed, or
produced in conjunc on with the services provided under this Agreement (collec vely,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
benet of City from the date of concep on, crea on or xa on of the Work Product in a tangible medium
of expression (whichever occurs rst). Each copyrightable aspect of the Work Product will be considered
a work made for hirewithin themeaningof the CopyrightActof1976,asamended.Ifand tothe extent
such Work Product, or any part thereof, is not considered a work made for hirewithin the meaning of
Vendor Services Agreement (Design Ideal) Page 9 of 11
the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,tle
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 considera on, free from any claim, lien for balance due, or rights of reten on thereto on the part
of City. Vendor retains ownership of all pre exis ng proprietary materials, methodologies, and intellectual
property developed outside the scope of this Agreement. The City is granted a non exclusive, non
transferablelicense touse Vendors proprietarymaterialsfor internal trainingpurposesonly.TheCity shall
not distribute, reproduce, or modify Vendors proprietary materials for use beyond the City without
Vendors prior wri en consent.
27.Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respec ve party, and that such binding
authority has been granted by proper order, resolu on, ordinance or other authoriza on of the en ty.
ThisAgreementandanyamendmenthereto,maybeexecutedbyanyauthorizedrepresenta veofVendor.
Each party is fully en tled to rely on these warran es and representa ons in enteringinto this Agreement
or any amendment hereto.
28.Change in Company Name or Ownership. Vendor must no fy Citys Purchasing Manager,
in wri ng, of a company name, ownership, or address change for the purpose ofmaintaining updated City
records. The president of Vendor or authorized o cial must sign the le er. A le er indica ng changes in
a company name or ownership must be accompanied by suppor ng legal documenta on such as an
updated W 9, documents led with the state indica ng such change, copy of the board of directors
resolu on approving the ac on, or an executed merger or acquisi on agreement. Failure to provide the
specied documenta on may adversely impact future invoice payments.
29.No Boyco of lsrael. If Vendor has fewer than 10 employees or this Agreement is for less
than $100,000, this sec on 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 servicesunless the contract containsa wri enverica onfrom the company that it: (1) doesnot
boyco Israel; and(2) will not boyco Israel during the term of the contract. The terms boyco Israel
and companyhas the meanings ascribed to those terms in Sec on 2271 of the TexasGovernment Code.
BysigningthisAgreement,Vendorcer esthat Vendors signatureprovideswri enverica ontothe City
that Vendor: (1) does not boyco Israel; and (2) will not boyco Israel during the term of the Agreement.
30.Prohibi on on Boyco ng Energy Companies. Vendor acknowledges that, in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the
City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more full me
employeesunlessthecontractcontainsawri enverica onfromthecompanythatit(1)doesnotboyco
energy companies; and (2) will not boyco energy companies during the term of the contract. The terms
boyco energy companyand companyhave the meaning ascribed to those terms by Chapter 2274 of
the TexasGovernmentCode, asadded byActs2021,87thLeg., R.S., S.B.13,§ 2.Tothe extentthatChapter
2274of the Government Code isapplicableto this Agreement, by signingthis Agreement, Vendor cer es
Vendor Services Agreement (Design Ideal) Page 10 of 11
that Vendors signature provides wri en verica on to the City that Vendor: (1) does not boyco energy
companies; and (2) will not boyco energy companies during the term of this Agreement.
31.Prohibi on on Discrimina on Against Firearm and Ammuni on Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for
goodsor services that hasavalue of $100,000or more thatisto be paidwholly or partlyfrom publicfunds
of the City with a company with 10 or more full me employees unless the contract contains a wri en
verica on from the company that it: (1) does not have a prac ce, policy, guidance, or direc ve that
discriminates against a rearm en ty or rearm trade associa on; and (2) will not discriminate during the
term of the contract against a rearm en ty or rearm trade associa on. The terms discriminate,
rearm en tyand rearm trade associa onhave the meaning ascribed to those terms by Chapter
2274of the TexasGovernmentCode, as added by Acts2021, 87th Leg., R.S., S.B. 19, §1.To the extent that
Chapter 2274 of the GovernmentCode is applicable to the Agreement, by signing this Agreement, Vendor
cer es that Vendors signature provides wri en verica on to the City that Vendor: (1) does not have a
prac ce, policy, guidance, or direc ve that discriminates against a rearm en ty or rearm trade
associa on; and (2) will not discriminate against a rearm en ty or rearm trade associa on during the
term of this Agreement.
32.Electronic Signatures. This Agreement may be executed by electronic signature, which
willbeconsideredasanoriginalsignatureforallpurposesandhavethesameforceande ectasanoriginal
signature. For these purposes,electronic signaturemeans electronically scanned and transmi ed
versions (e.g., via pdf le or facsimile transmission) of an original signature, or signatures electronically
inserted by so ware such as Adobe Sign.
33.En retyofAgreement.ThisAgreementcontainsthe en reunderstandingand agreement
between City and Vendor, their assigns and successorsin interest, as to the ma ers contained herein. Any
prior or contemporaneous oral or wri en agreement is declared null and void to the extent that it is in
conict with any provision of this Agreement.
(Signature page and exhibit follows)
Vendor Services Agreement (Design Ideal)Page 11 of 11
IN WITNESS WHEREOF, the par es have executed this Agreement as indicated below.
CITY:VENDOR:
By: ______________________________ By: ______________________________
William Johnson, Asst. City Manager Erin Wilson, Managing Member
Signed on ________________ , 2025.Signed on ________________ , 2025.
City Internal Processes
Approval Recommended:Contract Compliance Manager:
By: ______________________________By signing this I acknowledge that I am
Robert Sturns, Director the person responsible for the
monitoring and administra on of this
Agreement, including ensuring all
performance and repor ng
requirements.
By: _______________________________
Ori Fernandez, Asst. Director
Approved as to form and legality:City Secretary:
By: _______________________________ By: _______________________________
Lawrence C. Collister, Sr. Asst. City A y.Jane e Goodall, City Secretary
Contract Authoriza on:
M&C: N/A
Form 1295: _____
Exhibit A
Vendors Proposal
(Design Ideal)
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ADVANCED CORE STRENGTHS TRAINING: ENHANCING
COMMUNICATION AND NAVIGATING CHANGE
PROPOSAL BY:
DR. ERIN WILSON
PRINCIPAL CONSULTANT, DESIGN IDEAL CONSULTING
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PROPOSAL
Overview
At Design Ideal Consulting, we understand the unique challenges and opportunities
that come with starting a new year. Our customized 3-hour session, "Advanced Core
Strengths Training: Enhancing Communication and Navigating Change" builds upon
the foundational Core Strengths training your team previously completed, with a focus
on enhancing communication, increasing transparency, and developing strategies to
remain resilient during periods of change or transition. By combining interactive
activities, practical tools, and self-reflection, this training will empower participants to
communicate more effectively and adapt to challenges with confidence and
collaboration.
Session Goals
• Review and Refresh Core Strengths: Reinforce the understanding of Core
Strengths and their application in daily interactions.
• Enhance Communication Skills: Equip participants with strategies to
communicate transparently and effectively across diverse styles.
• Navigate Change with Resilience: Explore ways to leverage personal and
team strengths to stay grounded and productive during transitions.
• Foster Continuous Improvement: Identify actionable strategies for ongoing
growth and collaboration.
E�cpected Outcomes
• Improved team communication, with a greater emphasis on transparency
and clarity.
• Increased awareness of how individual and team strengths can be leveraged
to adapt and thrive during periods of change.
• Practical strategies for fostering resilience and maintaining productivity.
• Actionable commitments to drive continuous improvement in team dynamics.
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WHY CHOOSE DESIGN IDEAL CONSULTING?
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teams to lead with confidence
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Proven Expertise: With a decade of experience facilitating engaging
team-building sessions, Dr. Erin Wilson, specializes in addressing the
root causes of team challenges.
Customized Content: This session is tailored to your team's needs,
ensuring relevance and alignment with your strategic goals.
High Impact: Our sessions consistently receive feedback for their
long-lasting, positive impact on team dynamics and individual
growth.
Value-Driven: While our pricing reflects the premium nature of the
facilitation, it ensures a tailored experience backed by research,
strategic insights, and measurable outcomes.
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SOLUTION
Proposed Schedule for the Day:
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Advanced Core Strengths Training:
Enhancing Communication and Navigating Change
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3-Hour Workshop Overview
• Welcome & Icebreaker (10 minutes)
• Core Strengths Review (30 minutes)
• Best Day Activity (10 minutes)
• Communicate in the Right Style (10 minutes)
• Communication Challenge Activity (30 minutes)
• Break (10 minutes)
• Using Our Strengths in Change Management (10 minutes)
• Start, Stop, Continue Activity (30 minutes)
• Resilient During Change (10 minutes)
• Electricity Activity (20 minutes)
• Commitment Circle & Wrap-Up (10 minutes)
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PROPOSED BUDGET
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PROPOSED INVESTMENT
What's Included for $3,800:
TOTAL: $3,800
• Pre-Session Consultation: A dedicated meeting to discuss
goals, align on expectations, and ensure the session's
objectives meet your needs.
• Dynamic Delivery: A highly engaging and professionally
facilitated in-person experience, incorporating interactive
activities and tools to maximize participant engagement and
earning.
• Post-Session Support: Resources and actionable takeaways
to reinforce workshop insights and facilitate long-term
implementation.
• Follow-Up Opportunity: A 30-minute post-workshop check-in
with a designated representative to discuss progress, address
questions, and provide additional guidance if needed.
This comprehensive package is designed to provide your team
with a highly impactful experience. It includes an interactive
workshop and follow-up support needed to set the tone for
success and drive momentum for achieving goals.
CONTACT
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We'd be delighted to discuss this proposal
further and refine it to meet your specific
goals. Please let us know a convenient
time for a follow-up conversation.
We look forward to helping your team
achieve a productive and inspiring start
to the year. Act now to secure your spot
for a truly transformative team-building
experience.
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