HomeMy WebLinkAboutContract 6418764187 City Secretary Contract No. _____ _
fORTWORTH®
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 Institute
for Success and Leadership (!SALT) ("Vendor"), each individually referred to as a "party" and collectively
referred to as the "parties."
1.Scope of Services. Education and Training Services ("Services"), as set forth in more
detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2.Term. This Agreement begins on the approval date ("Effective Date") and expires in one
(1)year from approval date ("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 four (4) one-year renewal option(s) (each a "Renewal Term").
3.Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Two-Hundred and Fifty Thousand Dollars
($250,000.00). 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-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement 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 Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
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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 a�ny 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. Vendar, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Tnformation") as confidential
and will not disclose any such information to a third party wiihout 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 i�nformation marked Confidential or Proprietary,
City will promptly notify Vendar. 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 Of�ce 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 wiih 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. Ri�ht 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, docixments,
papers and records, including, but not limited to, a11 electronic recards, of Vendar involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal warking 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. 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, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive righi to control the details of its operations
and activities and be solely responsible for the acis 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 off'icers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
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officers, agents, servants, employees, contractors, or subcontractors. Neiiher 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 a11 payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liability 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, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TD
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 sa 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
City the right to continue to use the software and/or documentation; or (b) modify the
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software and/or documentation to make it non-infringing, provided that such modi�cation
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assi�nment and Subcontractin�.
9.1 Assi nment. 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 Covera�e 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
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$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 Rec�uirements
(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, of�cers, 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 Thirly (30) days' notice of cancellation or reduction in
limits of coverage must be provided to C�ity. Ten (10) days' notice will be
acceptable in the event of non-paymenY of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, 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- VIl
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.
(� 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.
ll. Compliance with Laws, Ordinances, Rules and Re�ulations. Vendor agrees that in the
perfarmance of �its obligations hereunder, it will comply with all applicable federal, state and loeal laws,
ardinances, 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 regulatians. If City notifies
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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 or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth Institute for Success and Leadership Training
Attn: Assistant City Manager (ISALT)
100 Fort Worth Trail Stae Hall, CEO
Fort Worth, TX 76102 9021 Nightingale Drive
Facsimile: (817) 392-8654 Fort Worth, TX 76123
staehall@isalt4u.com
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either pariy 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 Dist�ict Court for the Northern District of Texas, Fort Worth Division.
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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 Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Farce 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. Headin�s not Controllin�. 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 /�xtensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warrantv 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 wark 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. Vendar must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
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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. Ownershin 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 Wark
Product, ar 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. Si�nature 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 arnendment 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. Chan$e 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
u�pdated 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 supparting 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
speeified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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 boycot� Israel; and (2) will not boycott Israel during the term of the eontract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Govermnent 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 Boycotting Ener�y Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
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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 A�ainst 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 ar 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 frearm entity or firearm trade association during the term of this Agreement.
32. Electronic Si�natures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same farce and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or �acsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entiretv of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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CITY OF FORT WORTH:
By: �MIWVI� Dianna Giordano (Oct 23, 202516:03:57 CDT) Name: Dianna Giordano Title: Assistant City Manager
10/23/2025 Date: . 2025
APPROVAL RECOMMENDED:
By: Kride-tvsmit-lv Kristen Smith (Oct 21, 2025 13:30:35 CDT)
!Name: Kristen SmithTitle: Human Resources Director
ATTEST:
By:
Name: Jannette Goodall Title: City Secretary
VENDOR:
City Secretary Contract No. _____ _
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.
U3y: /;r sCAfrtr
Name: Kayla Scott Title: Human Resources Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Keanan Matthews Hall Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0925
Form 1295:_N/A
INSTITUTE FOR SUCCESS AND LEADERSHIP TRAINING
Date: � � , 2025
(",
By�:�Sl � Name�·Hali Title: CEO
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EXHIBIT A
SCOPE OF SERVICES
Training sessions include ,but are not limited to, the following areas:
Career Path Development
• Effective Communication
• Strengthening Interview Style and Techniques
• Shining Where You Are: Demonstrating proactivity, independence, and teamwork to show readiness for
greater responsibility
• Independent Learning: Taking initiative to learn new tasks, request training, ar shadow others to broaden
knowledge
• Becoming a Purpose-Driven Team Member
Mindset Matters
• The Importance of a Positive Mindset
• Managing Your Surroundings: Being aware of the people, places, and situations that influence your
mindset
• You Are What You Think You Are: Understanding whether you believe you can or can't you're right
Business Eiiquette
• Dress for Success
Diversity, ,Equity, and Inclusion
Emotional Intelligence
Reading the Room: Recognizing the time and place for various conversations and behaviors; mastering
professional do's and don'ts
Leadership Development
• Lead by Example
• Support Engagement and Encourage Innovation
• Become a Purpose-Driven Leader
• Effectively Coach and Develop a Team
• Executive Coaching: Building executive presence and leadership skills
Other Services Offered
• Retreat Facilitation
• Team-Building Events
• Motivational Speaking
• Receiving and Accepting Constructive Feedback
• Individual Coaching
• Team/Department Coaching and Training
• Curriculum Development
• Data Collection and Analysis
• Success Plan Development
• Diversity, Equ�ity, and Inclusion Training
• Soft Skills and Emotional Intelligence Training
• Executive Coaching
• Resume Writing and Interview Skills Training
• Active Listening and Effeciive Communication Training
• Event Keynote Speaking
• Social Media Etiquette Training
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EXHIBIT B
PAYMENT SCHEDULE
�ESSION f SERVICE PRICE LIST
"ELEUATE YOU" 4 WEEK SERIES BREAK DOWN:
� Session 1- $465Q (4 HOURS) • Session 2 - $4650 (4 H�URS) • Session 3 - $4650 (4 HOURSj
� Session 4 - $4650 (4 HOURS)
OTHER SERVICES OFFERED;
• Retreat Facilitation — FULL DAY $9,599.Q0 PER DAY / HALF DAY $5399,00 (PLUS ROOM, BOARD &
TRAVEL EXPENSESj
• Team Building Events — FULL DAY $8,500.00 / HALF DAY $5000.00
� Individual Coaching— PER HOUR SESSION $525,00
• Receivir�g and Accepting Constructive Feedback - HALF DAY $50Q0.00
• Team / Department Coaching and Training - FULL DAY $8,500,00 / HALF DAY $5000,00
� Curriculum Development—TBD by Project
• Data Collection —TBD by Praject
� Success Plan Development—TBD by Project
• Diversity, Equity, and Inclusion Training - FULL DAY $8,500.00 / HALF DAY $5000.00
• Soft Skills and Emotional Intelligence Training - FULL DAY $8,500,00 / HALF DAY $5000,00
• Executive Coaching - PER HOUR SESSION $525,00
• Resume Writing and Interview Skills Training - FULL DAY $8,500,00 / HALF DAY $5000,00
� Active Listening and Effective Communicatian Training - FUIL DAY $8,500.00 / HALF DAY $5000.00
� Event Keynote Speaker / Mativationa) Speaking; $4500,00 PER EUENT (PLUS ROOM, BOARD AND
TRAVEL)
• Written Correspondence Training - HALF DAY $5Q00�00
• Sacial Media Etiquette Training - HALF DAY $5000,00 �
Vendor Services Agreement Page 12 of 12
CITY COUNCIL AGENDA
Create New From This M&C
Officia! site of the City of Fort Wor�h, Texas
�C��T ��r'�RTI I
_�
�W
__ _ _
REFERENCE **M&C 25- 1426 HR OD GROWTH AND
DATE: 9/30/2025 NO.: 0925 LOG NAME: DEVELOPMENT -ISALT-FOR
EXECUTIVES AND AL
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Professional Services Agreement with Institute for Success
and Leadership Training dba iSALT for Soft-Skills, Emotional Intelligence, Leadership,
and Career Development Training in an Annuai Amount Up to $250,000.00 for the First
Year and Authorize Four One-Year Renewal Options for the Same Annua� Amount for All
City Departments
RECOMMENDA710N:
It is recommended that the City Council authorize the execution of a Professional Services
Agreement with iSALT for Soft-Skills, Emotional Intelligence, Leadership, and Career Development
Training in an annual amount up to $250,000.00 for the initial term and authorize four one-year
renewal options for the same annual amount for a�i City Departments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to establish a citywide employee
development initiative using custom courses and training concepts designed and delivered by iSALT.
iSALT specializes in creating customized training programs that address the diverse needs of
employees across all levels of the organization. Their flexible model offers both in-person and self-
paced on�ine courses, ailowing employees to participate according to their learning style and
schedule. The program's holistic approach combines life skills, job skilis, and career development,
helping employees build self-awareness, strengthen workplace capabilities, and foster long-term
professional growth. This initiative will provide equitable, citywide access to development
opportunities throughout the year.
Key Training Opportunities:
1. Full-Day Training: Career Path Planning- A session that equips employees with tools to map
out their career goals, identify strengths, and align personal growth with organizational
success.
2. Keynote Speaking: Leadership with Emotional Intelligence- Dynamic presentations by
inspiring, motivating, and chaltenging audiences to ►ead with purpose, empathy, and
influence.
3. One-on-One Executive Coaching: Personalized Coaching- Sessions tailored to leaders who
want to refine decision-making, communication, and leadership style.
4. Half-Day Training: Building Trust in Teams- Interactive activities and reflection designed to
cultivate trust, accountability, and transparency among team members.
5. Half-Day Training: Stress Management & Resilience- Helping participants identify stressors,
practice mindfulness, and build resilience to thrive in high-pressure environments.
6. Customized Training Series: Leadership Essentiais- A multi-session program that blends
empathy, communication, problem solving, and career planning into a progressive learning
experience.
iSALT wili fully customize services to meet the unique needs of the City. Areas of expertise include
Soft Skilis, Emotional Intelligence, Leadership Development, Career Path Planning, Workforce
Readiness, and related areas.
TERM: Following approval of this M&C, the agreement will commence upon execution and continue
for one (1) year (the "Initial Term"). The agreement may be renewed for up to four (4) additional one-
year terms.
Funding is budgeted in the various accounts within the participating departments operating budgets,
as appropriated.
EXEMPT PROCUREMENT: The City Attorney's Office has determined as determined that employee
training services are exempt from competitive bidding under the provisions of Chapter 252 of the
Texas Local Government Code as a professional service.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the FY2026 operating budget, as
previously appropriated, in the participating departments' Operating Funds to support approval of the
above recommendation and execution of the agreement. Prior to any expenditure being incurred, the
participating departments have the responsibility to validate the availability of funds.
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department � Account Project Program Activity Budget Reference # Amount
ID � ID � Year (Chartfield 2)
Submitted for City Manaqer's Office bv:
Originating Department Head:
Additional Information Contact:
Dianna Giordano (7783)
Holly Moyer (7847)
Kayla Scott (7762)
ATTACHMENTS
� � � �
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Requesting Department:
Name of Contract Manager:
Departmental Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Section l: General Information
Human Resources
Kayla Scott
Jessika Williams
Leadership Training
❑
❑X
250,000.00
Current/Prior Agreement for item/service
CSC or Purchase Order #
Amount:
Projected M&C Date:
Institute for Success and Leadrship Training (iSalt)
Yes ❑X
No ❑
CSC 58736
100,000.00 CSC 58736-A1 increased original SOK
August 26, 2025
How will this item or service be used? iSALT, LLC (Institute for Success and Leadership
Training) is a Soft-Skills, Emotional Intelligence, Leadership, and Career Development Training
Company. iSALT will provide custom courses and training concepts that connect with all levels
of employees.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No ❑X
Page 1 of 7
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: N/A
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole-source exemption requests, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fart VJarth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
❑X A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the irnprovements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deFciency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Page 2 of 7
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipaliiy;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
iSALT stands out for its ability to deliver custom-made curriculum tailored to meet the
unique needs of each attendee and the organizations they serve. Their training model is highly
flexible, offering both in-person and self-paced online options to support a wide range of
learning styles and scheduling demands. What sets iSALT apart is their holistic approach,
blending Life Skills, Job Skills, and Career & Personal Development into a comprehensive
learning experience. This approach strengthens each participant's self-awareness and capabilities,
leading to meaningful personal and professional growth. iSALT also excels in participant
engagement through their proprietary SIPS Method—Stimulating, Interactive, Purposeful,
and Structured—which replaces the traditional, less effective GULPS (Gigantic Unwelcomed
Learning Processes) model. This method keeps learners engaged, improves retention, and
delivers significantly better outcomes. Their impact is far-reaching, with successful integration
into a statewide initiative. iSALT's soft skills curriculum has been embedded in public schools,
used in training for civil servants (including police officers and city staf�, and made accessible
to community members seeking meaningful employment, regardless of formal education. For the
City of Fort Worth, iSALT will provide a series of training classes available citywide, both
online and in-person. The goal is to offer a blended format throughout the year, making sessions
accessible to all City employees, at all levels.
GULPS (Gigantic Unwelcomed Learning Processes) Method. This technique holds the attention
of the iSALT Services for the Department
1. Specific Services Provided:
The Institute for Success and Leadership Training (iSALT) will provide a citywide training program
consisting of both series classes and standalone courses. These offerings will be designed to support
personal and professional growth for all City of Fort Worth (CFW) employees, regardless of department
or position level.
2. Delivery Format:
Training will initially be delivered in person to maximize engagement and foster interaction. Over time,
the delivery model will evolve to include a blended format, offering both in-person and virtual/self-
paced online options to accommodate diverse learning preferences and scheduling needs.
3. Duration and Frequency:
The training will be offered on an ongoing basis throughout the year, not as a one-time event. This
approach supports continuous learning and development across the organization.
4. Core Training Topics:
The program will focus on three major areas: Career Pathways Series: Structured development
programs guiding employees through various growth tracks. Certification Program Courses: Including
topics such as: Conflict Resolution Leadership Development Time Management Soft Skills Training:
Page 3 of 7
Targeting areas such as: Adaptability Creativity Work Ethic Communication Emotional Intelligence
5. Target Audience:
All City of Fort Worth employees, across all levels and departments, will be eligible to attend the training
sessions.
6. Certification Opportunity:
Yes, many of the training offerings—especially the Career Pathways and Job Skills components—are
designed to culminate in certifications that can support internal career advancement and professional
development goals.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE: For all non-sole-source exemption requests, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that are available from only one source because of patents, copyrights, secret processes,
or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
❑ books, papers, and other library materials for a public library that are available only frorn the
persons holding exclusive distribution rights to the materials; and
❑ management services provided by a nonprofit organization to a municipal museum, park, zoo,
or other facility to which the organization has provided significant financial or other benefits;
How did you determine that the item or service is only available from one source?
�'E�c� ar ta� F��s-� �o �rat��- t��t.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
�1��9c �r tap h��� t� ����r ��x�s
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). �Ec�k �r
tap h�r� tc� �r�t�r t�xt.
Page 4 of 7
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? ❑x Yes ❑No.
Was there anything attached to this form that was relied on in making this determination?
❑ Yes ❑X No.
If yes, please explain:�s���a ��~ ��� ���� �� �r�tt�r ���a�
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑ Yes ❑X No.
If yes, please explain:����� �� ��� ��r� ��a ������ ����.
Approved By:
GL%�,m.�
_ Date: 8/14/25
Amarna Muhammad / Jessika Williams
Assistant City Attorney
Page 5 of 7
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
• PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the
public health or safety of the municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
• UNFORESEEN DAMAGES - A procurernent necessary because of unforeseen damage
to public machinery, equipment, or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
• PERSONAL, PROFESSIONAL, OR PLANNING SERVICES
Personal services are ones that are unique to the individual providing them. Therefore,
personal services contract cannot generally be subcontracied or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. While there is no universal definition of this term, "several cases suggest that
[these types of services are] `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting ILla�yland Casualty Co. v. Cray
WateN Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas
Attorney General has also opined that "professional services" no longer includes only the
services of lawyers, physicians, or theologians, but also those members of disciplines
requiring special knowledge or attainment and a high order of learning, skill, and
intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
• SOLE SOURCE — A procurement for iiems available only from one source
This exemption is commonly referred to as the sole source exemption. The fact that the
vendor in question has the best price or can meet our timing needs does not make a purchase
of a good or service available from only one source. A sole source does not exist solely on
the basis of personal or departmental preference or a desire to keep all units the same brand
or make. The information needed to support this exemption is documentation showing that
Page 6 of 7
no oiher provider can provide ihe service or category of good except for the vendor you
are proposing. Some examples of sole source purchases include (i) service agreements
when only one vendor is authoa�ized to work on the equipment by the manufacturer and
allowing another vendor would void the warranty and (ii) purchase of a good that is
copyrighted or trademarked and only provided by one vendor.
Page 7 of 7
City Secretary’s Office
Contract Routing & Transmittal Slip
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Contractor’s Name:
Subject of the Agreement:
M&C Approved by the Council? *Yes No
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes No
If so, provide the original contract number and the amendment number.
Is the Contract “Permanent”? *Yes No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential?*Yes No If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required?* Yes No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number:If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes No
Contracts need to be routed for CSO processing in the following order:
(Approver)
Jannette S. Goodall (Signer)
Allison Tidwell (Form Filler)
Permanent Contracts
Advanced Funding Agreements
Architect Service
Community Facilities
Completion Agreement
Construction Agreement
Credit Agreement/ Impact Fees
Crossing Agreement
Design Procurement
Development Agreement
Drainage Improvements
Economic Development
Engineering Services
Escrow Agreement
Interlocal Agreements
Lake Worth Sale
Maintenance Agreement/Storm Water
Parks/Improvement
Parks/Other Amenities
Parks/Play Equipment
Project Development
Property/Purchase (Property owned by the City)
Property/Sales (Property owned by the City)
Property/Transfers (Property owned by the City)
Public Art
Sanitary Sewer Main Replacements
Sanitary Sewer Rehabilitations
Settlements (Employees Only)
Streets/Maintenance
Streets/Redevelopment
Streets/Repairs
Streets/Traffic Signals
Structural Demolition (City owned properties)
Utility Relocation
Water Reclamation Facility
Water/Emergency Repair
Water/Interceptor
Water/Main Repairs
Water/Main Replacement
Water/Sanitary Sewer Rehabilitation
Water/Sewer Service
Water/Storage Tank