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HomeMy WebLinkAboutContract 57062 CSC No. 57062 FORT WORTH o. 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 ANDROVETT LEGAL MEDIA & MARKETING, LTD. ("Consultant"), a Texas limited partnership acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services.Consultant will,with good faith and due diligence,assist the City in the process of conducting recruitment for a new Chief Communications Officer for the City of Fort Worth ("Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes. 2. Term. This Agreement shall be effective as of June 15, 2021 ("Effective Date") once signed by the Assistant City Manager for the City and will expire one year from that date on September 30 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement. This Agreement may not be extended or amended unless mutually agreed in writing by both the City and Consultant. 3. Compensation. 3.1. Initial Search. City will pay Consultant in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. City will pay Consultant a one-time fee of $37,500.00 for recruiting the new Chief Communications Officer ("Recruitment Fee") (including articulating the new Chief Communications role; identifying and vetting candidates; and assisting with onboarding and transition).In addition to the Recruitment Fee,City will pay Consultant$275 per hour for on-going counsel and consulting with the new hire,which includes monthly coaching sessions with the new hire over a 9-month period. Consultant will submit monthly invoices to City accounting for the total hours spent providing services for the prior month. Total compensation under this Agreement,including the one-time Recruitment Fee and fees related to on-going counsel and consulting with the new hire, will not exceed $100,000.00. 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 will not be liable for any additional expenses of Consultant not specified by this Agreement,including mileage fees, unless City first approves such expenses in writing. 3.2. Re-Search. If the selected candidate should be terminated or resigns within the first twelve (12)months of employment from the date of hire or if the City reasonably determines not to hire a candidate presented by Consultant, Consultant shall conduct another search (Re- Search) as contemplated herein for no additional Recruitment Fee. The City would be responsible OFFICIAL RECORD Professional Services Agreement CITY SECRETARY FT. WORTH, TX only for expenses such as fees related to on-going counsel and consulting, and mileage fees approved by the City. 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 notify Consultant 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 Consultant for services actually rendered up to the effective date of termination and Consultant 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,Consultant will 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 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. 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 will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Consultant. It will be the responsibility of Consultant to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Consultant 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. Consultant must notify City immediately if the security or integrity Vendor Services Agreement Page 2 of 14 of any City Information has been compromised or is believed to have been compromised,in which event,Consultant will,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Consultant agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records,including,but not limited to,all electronic records,of Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City will have access during normal working hours to all necessary Consultant 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 Consultant reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant 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,Consultant will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Consultants, and subcontractors. Consultant acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors, and subcontractors. Consultant further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents,servants,employees,contractors,or subcontractors. Neither Consultant,nor any officers,agents,servants,employees,contractors,or subcontractors of Consultant will be entitled to any employment benefits from City. Consultant will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- CONSULTANT 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 MAD OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TYDAMA GE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS Vendor Services Agreement Page 3 of 14 OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 will 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 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 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 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, Consultant will 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 will 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 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 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 Subcontractine. 9.1 Assignment. Consultant 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 Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant will be 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 will execute a written agreement with Consultant referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant must provide City with a fully executed copy of any such subcontract. Vendor Services Agreement Page 4 of 14 10. Insurance. Consultant must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Consultant, 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 $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 Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents, and volunteers in respect to the contracted services. Vendor Services Agreement Page 5 of 14 (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Consultant has obtained all required insurance will be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reeulations. Consultant agrees that in the performance of its obligations hereunder,it will comply with all applicable federal,state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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 CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, 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 will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To CONSULTANT: City of Fort Worth Androvett Attn: Assistant City Manager 4144 N Central Expressway, Suite 1250 200 Texas Street Dallas,TX 75204 Vendor Services Agreement Page 6 of 14 Fort Worth,TX 76102-6314 Phone: 214-559-4630 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Consultant 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 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 does 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 will be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Consultant 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 Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. Vendor Services Agreement Page 7 of 14 21. Review of Counsel. The parties acknowledge that each parry 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 the Exhibits. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement will be binding upon a parry 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. 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 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 Consultant for the nonconforming services. 25. Immigration Nationality Act. Consultant must verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant 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 Consultant employee who is not legally eligible to perform such services. CONSULTANT WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, CONTRACTORS,SUBCONTRACTORS, OR AGENTS.City,upon written notice to Consultant,will have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures, guides, and documentation that are created,published,displayed,or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976,as amended, 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 further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 27. Signature Authority. 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 Vendor Services Agreement Page 8 of 14 Agreement and any amendment hereto, may be executed by any authorized representative of Consultant. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Consultant must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of 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. 29. No Boycott of Israel. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Consultant acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees 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. The terms"boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (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 Vendor Services Agreement Page 9 of 14 the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and 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. Vendor Services Agreement Page 10 of 14 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this By: �'� contract,including ensuring all performance and Name: Manya Shorr reporting requirements. Title: Interim Assistant City Manager 01/31 Date: 120 By: Selena Ala(Jan 31,202214:02 CST) Name: Selena Ala APPROVAL RECOMMENDED: Title: Sr. Executive Assistant to City Management APPROVED AS TO FORM AND LEGALITY: By: "-A-S, '' ,, x Name: Allison Tidwell Title: Lead Administrative Asst./Reviewer By: d4vn�n Name: Jessika J. Williams ATTEST: apF FORT��aa Title: Assistant City Attorney 41 'OOO o0,V O� duo �o��d CONTRACT AUTHORIZATION: Tdnneffe S. Gaa�ldll wo oJyrsd M&C: N/A By: Jannette S.Goodall(Jan 31,2022 16:34 CST) *00 ooO�T� Form 1295:N/A 0 Name: Jannette S. Goodall �a�nEXASq�p Title: City Secretary CONSULTANT: Androvett Legal Media &Marketing,Ltd. Mielc 1, AAdrr"fv Michael J.And—ett(Jan 31,2022 08:37 CST) By. Name: Michael J.Androvett Title: President Date: 01/31/2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 14 EXHIBIT A SCOPE OF SERVICES Consultant will assist the City in the process of conducting recruitment for a new Chief Communications Officer for the City of Fort Worth,including: (1)Articulating the new Chief Communications Officer role; (2)Identifying and vetting candidates; and(3)Assisting with onboarding and transition. Articulating the Role • Conduct research among City Staff for additional insights and role requirements: • David Cooke • Director of HR: Dianna Giordano • Key staff within Communications and Public Engagement Dept • Benchmarking with peer cities • Developing/refining the job description in conjunction with HR Identifying and Vetting Clients • In coordination with the City Staff,review and evaluate resumes • Conduct preliminary screener interviews with candidates to narrow the field • Employ diagnostic evaluation to provide insights into candidates': • Cognitive Ability • Motivational Assessment • Personality Test • Develop a short list of prospects to advance for consideration by the City • Provide executive recap and analysis for each candidate we advance for consideration Onboarding and Transitioning • Developing messaging and talking points for new position to be used internally and externally • Debriefing new hire on Communications Audit and Findingsbackgrounder • Recommendations for"listening tour" • Guide and assist with new hire's"discovery" and awareness of issues/opportunities • Counsel on Agenda and Priority-setting • 30/60/90-day targets • Consulting on department structure,roles and responsibilities and workflows • Sessions with ACMs to help them understand the new role and their contribution to overall success • Help ensure success of new hire with coaching and consultation during early months and into year- 1 with monthly touch bases Deliverables • Interviews with City Staff • Peer City Benchmarking • Job Overview Statement • Job Description and Requirements Profile • Screener interviews • Diagnostic evaluation Professional Services Agreement Page 12 of 14 • Short list of candidates • Recap and analysis for each prospect • Messaging and talking points for City Leaders about new hire • Debriefing new hire on Audit • Counsel on Agenda and Priority-setting • Sessions with ACMs • Coaching and consultation during 90-day period • Monthly touch bases for months 3-12 Timing , • Articulating the role • Identifying and vetting candidates i , • Assisting with • ••- = onboarding and transition Vendor Services Agreement EXHIBIT B PAYMENT SCHEDULE City will pay consultant a one-time fee of$37,500.00 for recruiting the new Chief Communications Officer ("Recruitment Fee") (including articulating the new Chief Communications role; identifying and vetting candidates;and assisting with onboarding and transition).In addition to the one-time Recruitment Fee,City will pay Consultant $275 per hour for on-going counsel and consulting with the new hire, which includes monthly coaching sessions with the new hire over a 9-month period. Consultant will submit monthly invoices to City accounting for the total hours spent providing services for the prior month. Total compensation under this Agreement, including the one-time fee of up to $37,500.00 for recruiting the new Chief Communications Officer and fees related to on-going counsel and consulting with the new hire,will not exceed$100,000.00. In the event that the City has expended $100,000.00 in aggregate compensation and expense reimbursement, or Consultant's next invoice would require City to eclipse $100,000.00, and the City and Consultant wish to continue the Services hereunder, such arrangement must be approved by the City Council in accordance with Section 2-9 of the City Code and reflected in a written amendment to this Agreement,signed by both parties.Consultant agrees that in no event will the total compensation owed by City to Consultant under this Agreement exceed $100,000.00, unless appropriate Council authorization, and written amendment, as described above has been previously obtained. City agrees to pay any undisputed portions of submitted invoices within 30 days of receipt. Description • Recruitment Fee - Articulating the new Chief $37,500 Communications role; Identifying and vetting One-time candidates; Assisting with onboarding and transition. cost As detailed in the Scope of Work section. Excludes mileage expenses Ongoing Counsel & Consulting- Monthly $275 coaching sessions with the new hire over 9-month per hour period; estimated at 6 hours per month; billed at hourly rate of $275. Professional Services Agreement Page 14 of 14