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HomeMy WebLinkAboutContract 63112City Secretary Contract No. 63112 FORT WORTH, "1*41 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and SCOTT MEADORS AND ASSOCIATES, INC. ("Vendor"), a California Stock Corporation, acting by and through its duly authorized representative, 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 Professional Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C 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. Training for the Community Engagement Unit to facilitate workshops on community trust -building and engagement. ("Services"). Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services in accordance with generally prevailing industry standards for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control. 2. Term. The Initial Term of this Agreement will begin on the date signed by the Assistant City Manager ("Effective Date") and will expire on April 1, 2026 ("Expiration Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal terms. 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule, which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement during any individual term will not exceed twenty-one thousand dollars ($21,000.00) annually. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY Professional Services Agreement FT. WORTH, Tx Page 1 of 18 City Secretary Contract No. 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 at least 30 days' written notice of termination. 4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by Fort Worth City Council 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 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 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 information or 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 as such all documents held or maintained by City may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Vendor as Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office 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. Professional Services Agreement Page 2 of 18 City Secretary Contract No. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Indenendent 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 shall 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 shall not apply as between City and its officers, agents, servants and employees, and Vendor and Vendor's officers, agents, employees, servants, vendors and subcontractors. 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 subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors 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 subcontractors. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND 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 PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND 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, MALFEASANCE, OR INTENTIONAL MISCONDUCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR Professional Services Agreement Page 3 of 18 City Secretary Contract No. ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF VENDOR'S SOFTWARE AND/OR DOCUMENTATIONINACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAYSHALL NOTAPPLYIF CITYMODIFIES 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 HA VE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND CITYAGREES 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 ACTIONAND 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. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY 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 MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; (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 AT LAW OR INEQUITY. 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 by 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. Professional Services Agreement Page 4 of 18 City Secretary Contract No. 9.2 Subcontract. If City grants consent to a subcontract, the sub vendor shall execute written agreement with Vendor referencing this Agreement by which the 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 (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 owned, hired and non -owned. (c) 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) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. A minimum of 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, 100 Fort Worth Trail, Fort Worth, Texas Professional Services Agreement Page 5 of 18 City Secretary Contract No. 76102, with copies to the Fort Worth City Attorney at the address identified in Section 13 below. (c) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (d) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor shall immediately desist from, and correct, the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein exchanged, 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, SUBVENDORS, 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 parry 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 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Scott Meadors and Associates, Inc Attn: Scott Meadors, Owner 808 Stoneman Way El Dorado Hills, CA 95762 Professional Services Agreement Page 6 of 18 City Secretary Contract No. 14. Solicitation of Emulovees. 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 other party. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor 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; materials 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 State; 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 form of notice required by this section will be the same as Section 13. 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 rule of contract construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension Professional Services Agreement Page 7 of 18 City Secretary Contract No. of this Agreement shall be binding upon a party hereto unless set forth in a written instrument executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including its attached exhibits, contains the entire understanding and agreement between City and Vendor, including any assigns and or successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. 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 and Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all federal and state laws and 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 OR 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. 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 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 or instrument of transfer, free from any claim, lien for balance due, or rights of retention thereto. 28. Signature Authoritv. Each 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 Professional Services Agreement Page 8 of 18 City Secretary Contract No. amendment hereto. 29. Change in Companv Name or Ownership. For the purpose of maintaining updated City records, Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or an address change. 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, a copy of the board of directors' resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 30. 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" shall have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, 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 Bovcotting Energv Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 the 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. 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 Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. Professional Services Agreement Page 9 of 18 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: William Johnson (A r 16, 202512:55 CDT) Name: William Johnson Title: Assistant City Manager Date: 04/16/2025 APPROVAL RECOMMENDED: By: RobertRobert l r 15, 202511:46 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief Qgoaovp�n d fORt B ATTEST: ?Vo o=d bIluoao4 By: Name: Jannette S. Goodall Title: City Secretary VENDOR: SCOTT MEADORS AND ASSOCIATES, INC. By: Name: Scott Meadors Title: Owner Date: 03/08/2025 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: x6tll� Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: ad Am."Z 7lZu%ayiuo Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not Required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 10 of 18 EXHIBIT A SCOPE OF SERVICES FORT WORTH POLICE DEPARTMENT IPR'(=1PARED BY. Scott Meadors and Associates, Inc DATE: February 22, 2025 PROJECT: Community Works hops PROJECT MANAGER. Deputy Chief Buck Wheeler Fort Worth Police Department PFEP'A,REQ BY- Scott Meadom PROJI_ECT BACKGROUND From 2014-2015, the Fort Worth Police Department participated in the Niational initiative for Building Trust and' Justice. This initiative focused on the trainingof department personnel on Procedural Justice, Cognitive Biases and Decision Making, ands Reconciliation. Fort Worth, police trainers trained throughout the department and engaged the coMmu riity in conversations to Build trust. Since that time. Fort Worth. police Department has expanded those efforts through the community with the ,goal of establishing, maintaining, and building trust. In a time where police staffing is a struggle for many agencies, trainers move on or retire. the efforts to continue to expand and drive this work can be impacted. This scope ofwork is designed', to create additional trainers for the Fort Worth Police Department. with a focus on using (procedural Justice and Cognitive Bias facili tation as a way to increase trust and legitimacywith law en forcement and increase safety in situations law enforcementand cortirrlu pity experience. Police agency trust building strategies orteri focus on formal engagements, bringing police personnel and community members together iri meetings or forums or other planned Vendor Services Agreement — Exhibit A Page 11 of 18 City Secretary Contract No. events. This project is designed with an overall goal of increasing the capacity oft he agency by using train ed agency faci lita tors as trust building ambassadors with the community. In many instances communities that have lower levels of trust and belief in the legitimacy of law enforcement are also being impacted by gu n violence. This project is designed totrain facilitators on how to create commu nity worksh ops communities to add to the overall strategy used to reduce guru violence. Training related to Cognitive Biases is focused on surfacing situations in which bias, unconsciousor conscious,can affectthe behavior of police personneland community members. Training is designed to create mindfulness and awareness of these situations especially related toofficer safety. Understanding diverse culturesand lived experiences is one objective to create mindfulness and awareness.lntervention strategies and cultural awareness exercises are weaved into training to increase the capacity for tru st building through training. KEY TERMS ProoeduratJustioe: Procedural justice speaks to the idea of fair processes, and how people's percep- tion of fairness is strongly impacted by the quality of their experien ces and not only the end result of these experiences. The four guiding principles ofProcedural Jus-tire are: • Voice • Neutrality • respect • Trustworthiness -Motives tMmacy The public's view of the police entitled to exercise authority in order to maintain social order, manage conflicts, and solve problems in the community. gnkive Biases A cognitive bias is systematic error in thinking thatoccurswhen people process and interpret i nformaton in their surroundings, influen sing their decisions and judgments. Community Workshops Vendor Services Agreement— Exhibit A City Secretary Contract No. Workshops are designed to bring law enforcement personnel and community members together in a shared learning space togenerate trust by breaking down barriers to communication. orkshops are facilitated by agencypersonnel or agency personnel with community facilitators. Listening Sessions These are sessions that can be done with internal personnel and externaLLywith community members sotheycan voice their concerns. thoughts, or recammendationsforthe police age ricy.Listeningsessionscreate oppart unities for agen ci es to understand the impact of past and present events on the legitimacy of the agency- FROJECTOBJECTIVES Below are the primarygoals and objectives of this project. These are adaptable to the needs of the Fort Worth Police Department. • Train agency personnelon the skills needed to facilitate workshops that bring potice personnel of all ranks and community members into a shared space o If re -quested training of community members to co-faci Mate in blended classes o Create undlerstarldirig arid awareness of differeri[cul[ure�s,[o guild trust r Train agency personneIon skills neededtotacilitatewcrkshopswit h blended learning spaces o Command personnel and staff o Police and Community o Professional staff with sworn personnel Create facRita tion template for community workshops o Blended class template o Community facing template Teach taciilitation skills and create fa cilitat on template for community workshops o Facilitation skills o Creating th-e shared space o Community engagernerit strategies Ufow to use Pro cedura 4lustice facilitators in the mission to reduce violent came o Communityengagement through shared spaces o How to view enforcement strategies through the Lens of Procedu ral Ju stice Vendor Services Agreement— Exhibit A City Secretary Contract No. o Facilitation of community workshops in areas impacted by violent crime Train personnel on conducting Listening Sessions ,. increase capacity of agency facilitators to hold listening sessions with community members o Understanding the process o Listening tounderstand o Follow up RECOMMENDE[? PROCESS TO ACCOMPLISH OBJECTIVES • Share work scope of work and get internal acceptance of the overall process • Identify agency facilitators o Experienced trainers o New trainers o Legitimate agency messengers Command Level presentation of the effort-FWPD Lead w handle o Establishing the "WI€hy" around the project Short term and long term o ,allow Command a Voice in the process .6 Internal stakeholders within the agency o Union or Bargaining groups engaged in process to increase acceptance of the process 16 Design and create the TraintheTrainer for Forth Worth Police Department * Facilitation rolls out based on agency neecNs FIVE,DAY TRAIN THE.TIRAI.I►�ER-RECOMMENDAT N_OPTIONS QPTIQN 11 TM 114 FW.PQ rACJLITATORS FOR 1i' ORKSHiOM It is recommended that the agency uses a five-day Train the Trainer process to engage facilitators in the creation of content for the workshops and exercises to be used with both community and FWUPD personnel in the workshop. DAY 1i_A N D DAY 2, * FWPD to select key community partners to participate in Day 1 and [day 2 of the Train the Trainer process to assist in creating the form -at of the community workshops • FWPD and community partners will experience a shared space that models community workshops Vendor Services Agreement— Exhibit A City Secretary Contract No. Community partners will be given a Voice in the creation of the"Why" the workshops will benefit community and FWPD Community partners and FWPD will work together to create joint understanding of procedure Ijustice framework and cultural awarenesswith n the workshop • Community partners will work together with FWPD facilitators to create ground rulesforthe shared spaces. This includeswho is invited into workshops and the process of selecting locations for thew orkshops • Community partners will work with FWPD an creating objectives for the workshops • Community partners and FWPD will have facilitated disc ussionlexerciseas to the role history has in the workshop with a goal of joint ownership of the process • Community partners and FWPD will create exercises to be used for workshops • FWPD, and comm unity partners will engage insmall group and large group facilitation as well as facilitated exercises to aid in the creation of the workshop [SAY S-5 Day 3-5 is designed for FWPD personnel only. The focus is on creating facilitation skill sets for new facilitators and building upon existing experience. Examples of instruction will include: c: Leading small and large group facilitation c Facilitation us lecture c Reinforcing procedure[ justice principles and understanding biases • Using PowerPoint as a tool to assist with facilitation but not used to lecture o Responding to push back-resistance-difficultquestions c Creating safety in the room and making people right in their responses o Recovering withgrace if facilitator makes a mistake c Understanding history and different styles of facilitation to use c Exercise creation and starting with the Why and moving to the How and What c 7hinking on your feet and alloWng both community partners and FWPD personnel an equal voice • Listening to understand vs respond • Howto gather themes from workshops and identifying what type of follow up may be necessary • Listening Session involving FWPD at Command or Executive level • Facilitators follow led follow up with participant • Sharing of information with appropriate command and providing the Why it is being shared and potential recommendation Understanding Listening Sessions and how to create them and how todo one Vendor Services Agreement— Exhibit A City Secretary Contract No. OPTION 2 COMMUPMTY WORKSHOP The second option recommended for FWPD is to recru it selected community partners that would be willing to dedicate their time to the entire process so they can co -facilitate the community workshops with FWPD facilitators.This requires commitment to be therefor the entire process and to follow through with partne ring with FWPD when community workshops are to be held in communities they represent. Advantages to Option 2 inc lude an enhanced sense of ownership and trust around the process and a shared vision of the Why it is being done. Community members that facilitate with FWPD personnel create lasting partnerships that carry over into other trust building avenues within the community. Some community partners are experienced infac ilitating community members and having difficult and emotional conversations. Their skill set in this area supports FWPD facilitators in creating tru sted teams. OTHER INF0RMATI ON This Scope of Work can be adjusted to fit agency needs. The work plan suggested is based on best practice and consultant recommendations. Vendor Services Agreement— Exhibit A EXHIBIT B PRICE SCHEDULE Payment is to be made 30 days after delivery of agreed upon work. Agency payment policies will be accepted within the terms. The estimated cost of this project includes content creation, creating agency de liverables, training delivery, consultant time and travel. This cost will be amended by the training format selected. The cost below IS based on conducting both the five -lay Train the Trainer PROJECT COST $21,000 Vendor Services Agreement — Exhibit B Page 17 of 18 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY SCOTT MEADORS AND ASSOCIATES, INC ATTN: SCOTT MEADORS, OWNER 808 STONEMAN WAY EL DORADO HILLS, CA 95762 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Position: c�Cd�� �`G4:GG�d22 Signature 2. Name: Position: Signature Name: Position: Signature Name: Scott Meadors Signature of President / CEO Other Title: Date: 04/10/2025 Vendor Services Agreement — Exhibit C Page 18 of 18