HomeMy WebLinkAboutContract 52401 CITY SECRETARY
CONTRACT NO. `J a 4 O l
PROFESSIONAL SERVICES AGREEMENT
EXECUTIVE SEARCH SERVICES
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 SearchWide Global, Inc. ("Consultant"), a
Minnesota corporation, authorized to do business in Texas, 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.
Consultant hereby agrees, with good faith and due diligence, to provide executive search firm
services for the recruitment of a Director for the City's Public Events Department as described in Exhibit
"A", which is attached hereto and incorporated herein and which more specifically describes the Services
to be provided hereunder("Services").
2. TERM.
This Agreement shall begin on June 7,2019("Effective Date")and shall expire on December 21,
2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to three(3)one-year renewal periods.
3. COMPENSATION.
City shall pay Consultant in accordance with the fee schedule of Consultant personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule. Total payment made under this Agreement during the Initial Term by City to perform the
Services will be in an amount not to exceed Seventy-Eight Thousand Dollars and No Cents
($78,000.00).Consultant 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 shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless City first approves such expenses in writing.
Professional Services Agreement—Executive Search Services OFFICIAL _W' i
SearchWide Global,Inc. CITY SECRETARY
FT. WORTF,, TX
4. TERMINATION.
4.1. Written Notice. City or Consultant 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 notifj Consultant 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 Consultant for services actually rendered up to the effective date of
termination and Consultant 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, Consultant shall provide City with copies of all completed or partially completed documents
prepared under this Agreement.In the event Consultant has received access to City Information or data as
a requirement to perform services hereunder, Consultant shall return all City provided data to City in a
machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts.Consultant hereby warrants to City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under
this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Consultant, 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 Unauthorized Access. Consultant 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. Consultant 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,Consultant
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant 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 Consultant involving transactions relating to this
Agreement at no additional cost to City. Consultant agrees that City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
Professional Services Agreement—Executive Search Services Page 2 of 14
SearchWide Global,Inc.
space in order to conduct audits in compliance with the provisions of this section.City shall give Consultant
reasonable advance notice of intended laudits. C1 Ny cam•<<�t/te &.4"•t� 1.v-+e»fs�ee cc/e"c's,
No-rPe�,SCN'��� � �. �ffy4i.�� /��/94fA C AI.(l�A��I4w® AV RY�i'��1�� � ►YC �I�
7. INDEPENDENT CONTRACT
OR me.*4-� V7 ri
It is expressly understood and agreed that Consultant 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,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Consultant acknowledges that the doctrine of respmdeat superior shall not apply as
between City,its officers,agents,servants and employees,and Consultant,its officers,agents,employees,
servants,vendors and subcontractors. Consultant further agrees that nothing herein shall be construed as
the creation of a partnership or joint enterprise between City and Consultant. It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents,
servants,employees or subcontractors of Consultant. Neither Consultant,nor any officers,agents,servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from City.
Consultant 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.
S. LIABILITY AND INDENIlVMCATION.
8.1 LLIBILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, (INCLUDING, BUT NOT
LIMITED TO,PROPERTYDAMAGE AND LOSSAND PERSONAL INJURY,INCLUDINGDEAIM
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WPIH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Consultant agrees to defend,
settle,or pay,at its own cost and expense,any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Consultant bears the cost and expense of payment for claims or actions
against City pursuant to this section, Consultant shall 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 shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Professional Services Agreement—Executive Search Services Page 3 of 14
SearchWide Global,Inc.
Consultant in doing so.In the event City,for whatever reason,assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement,City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Consultant shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Consultant timely written notice of any such claim or action,with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Consultant'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, Consultant shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation; or(b) modify the
software and/or documentation to make it non-infringing,provided that such modification does not
materially adversely affect City's authorized use of the software and/or documentation;or(c)replace
the software and/or documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to City; or(d) if none of the
foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund
all amounts paid to Consultant by City,subsequent to which termination City may seek any and all
remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Consultant 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 Consultant under which the
assignee agrees to be bound by the duties and obligations of Consultant under this Agreement.Consultant
and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall execute a
written agreement with Consultant referencing this Agreement under which subcontractor shall agree to be
bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may
apply.Consultant shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant 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:
Professional Services Agreement—Executive Search Services Page 4 of 14
SearchWide Global,Inc.
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Consultant, 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) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers'compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
Professional Services Agreement—Executive Search Services Page 5 of 14
SearchWide Global,Inc.
solvency to the satisfaction of Risk Management.If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant 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 Consultant of any violation of such laws,ordinances,rules
or regulations,Consultant shall immediately desist from and correct the violation.
12. NON-DISCREV1iNATION COVENANT.
Consultant,for itself,its personal representatives,assigns,subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Consultant'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-DLSCRUvHNATION COVENANT BY CONSULTANT, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
CONSULTANT 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 patty by United States Mail,registered,return receipt requested,addressed as follows:
To CITY: To CONSULTANT:
City of Fort Worth SearchWide Global
Attn:Assistant City Manager Mark Gnatovic
200 Texas Street Exec.Vice President
Fort Worth,TX 76102-6314 680 Commerce Drive
St.Paul,MN 55125
With copy to Fort Worth City Attorney's Office at
same address
Professional Services Agreement—Executive Search Services Page 6 of 14
SearchWide Global,Inc.
14. SOLICITATION OF EMPLOYEES.
Neither City nor Consultant shall,during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ,whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
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 Consultant 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 Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Consultant shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement,but shall 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, fines, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
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.
Professional Services Agreement—Executive Search Services Page 7 of 14
SearchWide Global,Inc.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement,including Exhibits A,B and C,contains the entire understanding and agreement
between City and Consultant, 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.
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.
Consultant 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 Consultant's option, Consultant shall either(a)
use commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty,
or(b)refund the fees paid by City to Consultant for the nonconforming services.
In addition,in the event that the referred candidate is hired by the City and,thereafter,is discharged
or voluntarily terminates employment with the City within twelve(12)months of hiring, Consultant will
search for a replacement candidate or search for a candidate for a different position with the City at no
additional Fee(as hereinafter deemed).
26. IMMIGRATION NATIONALITY ACT.
Consultant 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, Consultant shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Consultant shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Consultant employee who is not legally eligible to perform such services.
CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY IIARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
Professional Services Agreement—Executive Search Services Page S of 14
SearchWide Global,Inc.
LICENSEES.City, upon written notice to Consultant, shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
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,
Consultant 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 finther consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has 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 Consultant whose name,title and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement, or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Consultant shall notify City's Purchasing Manager,in writing,of a company name,ownership,or
address change for the purpose of maintaining updated City records. The president of Consultant or
authorized official must sign the letter.A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action,or an executed
merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROH)<BITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Consultant has fewer than 10 employees or the Agreement is for less than$100,000,this section
13 does not apply. Consultant acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the Consultant that it: (1) does not boycott Israel;
and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this Addendum, Consultant certifies that Consultant's signature provides written vierfftcation to
Professional Services Agreement—Executive Search Services Page 9 of 14
SearchWide Global,Inc.
City that Consultant: (1) does not boycott Israel, and(2) will not boycott Israel during the term of the
Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on the
dates set forth below.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By. this contract,including ensuring all performance and
NOe)' Susan Alanis reporting requirements.
Title: Assistant City Manager
Date: (0 j o
���ITTT By:
ame:Andrea Wright
APPROVAL RECOMMENDED: Title:Acting Assistant Director,
Public Events
By: APPROVED AS TO FORM AND LEGALITY:
N e: Richard Zav a
Title. Interim Director,Public Events
By
ATTEST: ame: Tyler . allach
Title: Assistant City Attorney
f OR T 4 ONTRACT AUTHORIZATION:
By: C: N/A. Form 1295:N/A
game: Mary yser ..
Title: City Secretary
CONSULTANT:
Search ode Global Inc S
BY:
Name: Mark Gnatovic
Title: Executive V.P.
Date: G- -7- -2
Professional Services Agreement—Executive Search Services
SearchWide Global,Inc.
EXIMIT A
SCOPE OF SERVICES
Ap-
f SearchWide Global
SCOPE OF SERVICES
NEEDS ASSESSMENT INTERVIEWS WEEK 1
Prior to beginning the search,we will complete a detailed needs assessment in order to fully understand the
role that the new executive will be expected to play.This includes phone and/or face-to-face meetings with
key stakeholders and staff,a detailed list to be established by the committee and SearchWide Global.
DEVELOP POSITION DESCRIPTION AND MARKETING PLAN WEEK 1
After the Needs Assessment, we will create a detailed position description/organization overview
(Incorporating your document)that will also act as an Important sales and marketing tool.The document will
be available to review on our secure web portal using your own computer,mobile phone,or tablet.
PROSPECi1NG AND QUALIFYING CANDIDATES WEEK 2—WEEK 6
SearchWide Global takes a targeted approach to marketing the position and sourcing candidates.We use our
Wong relationships (inside and outside the industry), solid processes, a robust database, and industry
expertise to provide your organization with only the best and brightest candidates.Weekly updates will be
provided on candidate activity.
REVIEW CANDIDATE LIST WITH SEARCH COMMITTEE WEEK 7
A summary of up to 7-8 candidates will be available to review on our secure web portal.We will review this
list with the committee,face to face,in order to select the top 4-5 candidates for the committee to interview.
BACKGROUND AND REFERENCE CHECKS AND DISC TESTING WEEK 8—WEEK 9
Once we have all agreed on the finalists and they have been thoroughly interviewed by SearchWide Global,
we will complete the folowing steps:
• Check references.We will talk to two previous supervisors,two previous direct reports,and two
additional professional references.
• Conduct a background check that covers federal,county and state criminal history,preemployment
credit,and driving and education verification.
• Have candidates complete the DISC profile assessment.
FINAL CANDIDATE INFORMATION DELIVERED WEEK 9
To prepare for the final interviews,the collected background data,references,resume,and DISC profile for
each finalist will be available to review on our secure web portal using your own computer,mobile phone,or
tablet.As a secondary option,we will provide an iPad to those who prefer an alternative device to review the
candidate information.
SEARCH COMMITTEE INTERVIEWS WEEK 30
SearchWide Global will coordinate and facilitate all of the logistics for these face to face interviews.If 5
candidates will be interviewed,a suggested format might be as follows:
Day 1: Day 2:
11:OOam-12:OOpm Lunch and Pre-Meeting 8,0Oam-9:30am Candidate 4
12:OOpm-1:30pm Candidate 1 9:45am-11:15am Candidate 5
1:45pm-3:15pm Candidate 2 11:30am Wrap up Meeting
330pm-S OOpm Candidate 3
Professional Services Agrecumt—Executive Search Services Page 11 of 14
SearchWide Global,Inc.
f SearchWide Global
SECOND INTERVIEWS WEEK 11
This will be for the finalist(s)and should include a meal with the committee.We would recommend inviting
significant others for this second Interview.This Is also an appropriate time to include other stakeholders in
the process If needed.
OFFER AND NEGOTIATION WEEK 12
SearchWide Global has extensive experience handling the hiring,negotiating and turn down process,in a way
that protects the reputation and integrity of everyone involved.
SELECTION AND APPOINTMENT WEEK 12
Our Interaction with your organization and the placed candidate does not stop when the search Is closed.We
stay in dose contact on a quarterly basis to ensure that all parties remain satisfied and productive.
NOTE.The work plan can be Jirxibl a based on the needs of the Board and/or 5electlon Committee.
Professional Services Agreement—Executive Search Services Page 12 of 14
SearchWide Global,Inc.
EXHIBIT B
PAYMENT SCHEDULE
a. Total Compensation. Total compensation under this Agreement will not exceed Seventy-
Eight Thousand Dollars and No Cents($78,000.00)for all Services performed, including the total of the
Consultant's fee and all reimbursable expenses.
i. Fee. Consultant will be paid a fee of up to Sixty-Three Thousand Dollars and No
Cents ($63,000.00) ("Fee'). The City will pay the Consultant in the following
installments set forth below:
1. Twenty Thousand Dollars and No Cents ($20,000.00)within thirty (30)
calendar days after the execution of this Agreement by the City.
2. Twenty Thousand Dollars and No Cents ($20.000.00)within thirty (30)
calendar days after the City receives the top 4-5 candidates for review.
3. Twenty-Three Thousand Dollars and No Cents ($23,000.00) upon full
completion of all Services and placement of a candidate for the position as
the City's Director of Public Events. If the City fails to hire a Director
resulting from the Services provided herein,then the Consultant will not
be entitled to this last payment.
ii. Reimbursable Expenses.In addition to the Fee,City will reimburse Consultant in
an amount up to Fifteen Thousand Dollars and No Cents($15,000.00)for certain
out of pocket expenses incurred in performing the Services, including candidate
and consultant travel,lodging,meals,DiSC assessments,background checks,job
positing, and other necessary and reasonable expenses ("Reimbursable
Expenses'). Incurred Reimbursable Expenses will be paid concurrently with any
invoice submitted for the performance of Services.
b. Following completion of each of the listed milestones set forth above,the Consultant must
provide the City with a signed fee invoice summarizing (i) the portion of the Services that has been
completed and (ii) the Reimbursable Expenses that have been incurred and requesting payment. In
submitting invoices,Consultant must provide copies of receipts for all Reimbursable Expenses. If the City
requires additional reasonable information, it shall request the same promptly after receiving the above
information,and the Consultant must provide such additional reasonable information to the extent the same
is available. Invoices shall be submitted to the City of Fort Worth,attention Andrea Wright, 1201 Houston
Street,Fort Worth,Texas 76102. Invoices are due and payable within 30 days of receipt.
C. On full and final completion of the Services, the Consultant shall submit a final invoice,
and City will pay any balance due.
Professional Services Agreement—Executive Search Services Page 13 of 14
SearchWide Global,Inc.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Farm") hereby certifies that the following individuals
and/or positions have the authority to legally bind Consultant and to execute any agreement,amendment or
change order on behalf of Consultant. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant 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 Consultant.
1. Name: tllAxlc 6W t7v v.,e
,PPoossittion: EV✓
k
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: h7 AL (�...r '-�--
Signature of President/CEO
Other Title: yl O
Date: 17, 7-Zo 7
Professional Services Agreement—Executive Search Services Page 14 of 14