HomeMy WebLinkAboutContract 57162 City Secretary Contract No. 57162
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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 Reginald Zeno, its duly authorized Interim Assistant City Manager, and Affion Public, LLC
("Consultant"), a Pennsylvania Limited Liability Company, acting by and through Scott Reilly, its duly
authorized Chief Executive Officer,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 Consultant 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.
a.) Consultant will,with good faith and due diligence,assist the City in the process of conducting
an executive search to select a new Assistant City Manager for the City of Fort Worth. In
particular, Consultant will perform all duties outlined and described in the Scope of Work in
Exhibit"A," - Scope of Services, referred to herein as the "Services."
b.) Consultant shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition, Consultant shall perform the Services in accordance with all
applicable federal, state, and local laws,rules, and regulations.
2. Term. This Agreement shall begin on the date signed by the Interim Assistant City
Manager below("Effective Date")and shall expire on May 28,2022("Expiration Date"),unless terminated
earlier in accordance with this Agreement("Initial Term").
3. Compensation. City will pay Consultant in accordance with the provisions of this
Agreement, including Exhibit`B,"— Price Schedule. The maximum amount to be paid
to Consultant by City for all Services,including the$28,000.00 fixed Professional Fee
and any reimbursable expenses or supplemental services,shall not exceed Thirty-Five
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
Thousand Dollars($35,000.00). Structure of payments and Consultant's recruitment
Guarantee is more fully discussed in Exhibit`B."
Consultant shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement, including any reimbursable expenses or supplemental
services,unless City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all
invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may
charge interest on late payments not to exceed one percent(1%)per month, or,if less,the
highest rate permitted by law.
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. hi 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 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 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. hi the event there is a request for information marked Confidential or Proprietary,City shall 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.
City Secretary Contract No.
5.4 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. Ri2ht 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 space in order to conduct audits in compliance with the provisions of this section. City shall give
Consultant reasonable advance notice of intended audits.
7. Independent Contractor. 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, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall 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 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 subcontractor 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.
8. Liability and Indemnification.
8.1 LIABILITY-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,FROMAND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND 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,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT
OF OR IN CONNECTION WITH THISAGREEMENT, TO THE EXTENT CAUSED BY THE
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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 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, 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.
City Secretary Contract No.
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:
$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.
City Secretary Contract No.
(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 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-Discrimination Covenant. Consultant, for itself, its personal representatives,
assigns, subConsultants 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-DISCRIMINATION COVENANT
BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONSULTANTSS
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 party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To CONSULTANT:
Affion Public,LLC
City of Fort Worth P.O.Box 794
Attn: Reginald Zeno, Interim Assistant City Hershey,PA 17033
Manager
200 Texas Street
Fort Worth,TX 76102-6314 Facsimile: (717)763-1987
Facsimile: (817) 392-8654
City Secretary Contract No.
With copy to Fort Worth City Attorney's Office at
same address
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. Governine 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 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
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ambiguities are to be resolved against the drafting parry 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 with the warranty, or (b) refund the fees paid by City to Consultant for the
nonconforming services.
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
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR 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 further 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
City Secretary Contract No.
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 the Managing Partner of Consultant whose
name,title and signature is affixed on the Signature Page of this Agreement. Each party is fully entitled to
rely on these warranties and representations in entering into this Agreement or any amendment hereto.Any
signature delivered by a party by facsimile or other electronic transmission (including email transmission
of a portable document file(pdf)or similar image) shall be deemed to be an original signature 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. 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
2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,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 contract.
31. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for 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,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
City Secretary Contract No.
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
r7�
e,sponsible for the monitoring and administration of
Reginald Zeno(Feb 22,202210:22 CST) �ll Us contract,including ensuring all performance and
By.Name: Reginald Zeno reporting requirements.
Title: Interim Assistant City Manager
Feb 22, 2022 Christine Nenncgnd%z
Date: ,20 By: Christine Hernandez(Feb 21,202220:30 CST)
Name: Christine Hernandez
APPROVAL RECOMMENDED: Title: Talent Acquisition Manager
APPROVED AS TO FORM AND LEGALITY:
BY: Dianna M.Giordano(Feb 22,20 :44 CST)
Name: Dianna Giordano.
Title: Director of Human Resources
By:
Name: Jessika Williams
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
IAK"t t y ��&rlldklgl M$iC: N/A—Professional Service Exemption
By: Jannette S.Goodall(FeB 22,202219:05 CST) pp'd4OR T
Name: Jannette Goodall ,p g p�°�°°°°r�!►Oda
Title: City Secretary a
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CONSULTANT: Affion Public,LLC
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BY: Scott Reilly(Feb 21,2022 10:10 EST)
Name: Scott Reilly
Title: CEO
Date:
Feb 21, 2022 22
,20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Proposed Proiect Timeline:
Upon Selection Parties to negotiate and finalize contract
Once contract is finalized Facilitate a meeting to discuss timelines, recruitment
process andplan for completing the Position and
Candidate Profiles
• Affion to meet with identified stakeholders to
begin the duediligence process
• Conduct Public Forums if needed
• Simultaneous industry research taking place
Within 10 days after Affion presents draft of Profile
thecontract is
finalized
Upon approval Search Firm conducts recruitment to include:
of
o Referrals, Linkedln, Sourcing, etc.
profile/brochure
o Post the job on websites
Ongoing Progress Report—check for quality and diversity of
applicants.Determine need to target any specific
group or area.
• Review and qualify all potential candidates
30 days after posting • Deadline to receive resumes
45 days after . Binder Presentation of 6-8 candidates to the Selection
resumedeadline Panel
• Affion will facilitate a review of the final candidates
2 weeks after • Conduct first round of candidate interviews with
binderpresentation the SearchCommittee and key stakeholders
• Finalize decision on the candidate of choice
and negotiate employment agreement with the
candidate
2 weeks after • Successful Candidate accepts offer of employment
final interviews
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Obiectives and Approach
1. Establishing the Timeline — we will work closely with you to determine
your ideal start date foryour executive and then work to make sure that we agree on
all target dates and activities.
2. Input from Key Decision Makers—we will meet with all parties who will
be impacted by this executive to seek input,which will also help us understand the
company, the people and the working environment. This can include setting up
public forums to engage the community in assisting in the process.
3. Developing the Candidate Profile—through extensive interviews we will gain
a complete understanding of the mission and goals of the company and begin to create
the profile of the executive youare seeking.
4. Candidate Pool and Search Techniques — we will use our own extensive
internal database,ourpersonal and professional connections,competitor intelligence,
targeted recruiting, industry specific sourcing and other recruiting tools to begin to
identify the perfect candidate.
5. Screening Process — we will conduct interviews to qualify each candidate,
whether it is an internal candidate or an external one,prior to presentation to you, and
will conduct an extensive background check on each potential candidate.
6. Selecting Candidates for Client Review — we will present the key decision
makers with a portfolioof candidates for consideration and will discuss each candidate's
skills and qualifications in detail.
7. Choosing the Finalists and the Interview—once the client has reviewed the
candidates and has selected the finalists, interviews with the key decision makers or
the selection committee will begin.
8. Hiring — all candidates will have been pre-qualified on the salary range;
benefits and we will assist inall final employment matters.
Developing the Candidate Profile
Affion's approach to executive searches is a very personal and systematic one. Our
success is dependent on the access and information granted to us by the client
organization, so that we can gather all the information possible to have a true
understanding of the client's needs. Only if we know the organization intimately and
develop a very thorough and detailed profile of the ideal candidate, can we be assured
of the right match for the organization and the individual who is ultimately selected.
We pride ourselves in the value we bring to the table by working with the client to
develop the profile of the ideal candidate from which to conduct our search. We do this
by spending a great deal of time with the chief decision makers, elected officials, etc.
at the very beginning, learning the history of the position, the mission and goals of the
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organization, the past successes and failures of the position, staff, budget andvirtually
everything the selected candidate would need to have experience and success
addressing. In order for us to locate the ideal leader for an organization, we must know
where that organization wants togo and what it will take to get it there.
Each search is different, and we invest as much time in getting to know the style and
organizational culture of our client as we do getting to know each candidate under
consideration. We develop a strong relationship with the decision makers and people
with whom the potential candidates would be working to ensure the right match. We
spend time with the decision maker(s)to understand their idea of the "ideal" candidate,
their own management style, and what the position means to them and to the
organization.We learn and adopt the organization's vision, so that we are able to recruit
candidates who will embrace those goals and lead a strategy that will support that
vision.
We prefer to interview other successful executives at the peer level of the vacant
position to get an understanding of the kind of leaders who are successful in the
organization. We also find it valuable to interview some subordinate level staff, if
possible, to assess some of the challenges or strengths within thecurrent resources that
the incoming executive would find.
These early stages of the search are, in our mind,the most important. Our entire search
team, including our assigned recruiter(s), is involved in this information gathering/
relationship process from the beginning so we all know exactly what our client is
seeking in applicants and are qualifying candidates on the client's organizational
culture.
For national searches, our team also investigates the community in which the
position resides. We investigate the public and private school options, and even
spend time with a realtor to get a feel of thelocal housing market for relocation. All
of this helps us when we screen and sell candidates on the position.
From the interviews and fact gathering, we will prepare a comprehensive candidate
recruitment profile for the position,with the desired qualifications and characteristics,
for approval by the client's designee(s). It is from this customized profile that we
conduct our systematic search.
Input from Stakeholders
The first steps in any search begin with our onsite stakeholder meetings. The purpose of
the stakeholder interviews is to allow Affion an intimate understanding of the
organization,the people and the environment. These interviews are how we develop the
two key profiles in which the search is built around. The first profile is the position
profile. The position profile includes not only the requirements the successful individual
will possess but also what they will be doing on a daily,weekly and monthly basis. This
profile is critical in analyzing the potential candidate's previous experience. The second
profileis the candidate profile in which we spoke previously about. This profile allows
Affion to define the type ofindividuals that will be successful in your organization.
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The stakeholder meetings begin with developing the list of individuals that will be
working directly with this person. This list should include whomever the individual is
responsible for reporting to and anyone who may be directly involved with the hiring
and interview process. Affion is committed to spending as much time as necessary on
the stakeholder meeting to ensure a successful placement.
The stakeholder meetings are approximately one-hour interview session in which our
team will ask probing questions to what will make the candidate successful. These are
generally done on an individual basis.
Additional stakeholder meetings including public input will be scheduled at the
discretion of the selectionteam. We have a long history of being very inclusive with our
stakeholder process and often meet with community leaders,business leaders,civic and
religious leaders as well as neighborhood associations.
Candidate Pool
Affion is a relationship driven, select targeting firm. We use our own internal database
to draw upon potential candidates with whom we have built relationships and/or
referrals. We use the telephone to reach out to referrals and candidates initially. We use
the Internet as well as select research firms to investigate credit, criminal and other
background checks and to obtain any written publications authoredby,or regarding,the
candidates. Beyond this limited use of technology, our efforts are all carried out in
person. We post the job on the Internet or advertise in print as required by the client
organization. Evenour utilization of networks of professional or trade associations, is
done in person. This personal approach is how we have been most successful in
targeting and attracting the best and most diverse selection of candidates.
Each Affion recruitment effort is customized specifically to the client organization's
needs and preferences. One of the additional values achieved from the time we spend
in the beginning is getting to know the client organization and its culture and obtaining
mutual agreement on a process that works forboth of us. While we have a very strict
and systematic internal qualifying/screening process, it is only visible to the client in
the result it produces. Any processes external to our qualifying/screening process may
be modified to accommodate the client's organizational needs.
Affion Process in Screening
While the general steps outlined herein are the basis of the Affion search, flexibility is
built into our modelto accommodate a particular client's preferences. Our search is
customized to best meet the needs of our client and as long as we are not asked to forego
steps to ensure quality,modifications or additions can be made.
Sourcing/Recruiting Candidates
Our senior executive recruiters (100% dedicated to this search) will identify
candidates who have beensuccessful in like organizations in similar positions. We
search from a variety of sources to ensure development of a broad representative
pool in terms of affirmative action efforts and experience; including our own
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network of contacts and files; public or private entities, professional and other
associations and organizations related to the position and referrals. We do targeted
advertising in publications specific to the position.
Targeted Recruiting
Affion maintains a national database through extensive networks in industry specific
business groups, trade and professional organizations. To further ensure a diverse
candidate pool, we also source candidates from professional organizations and
networks that are ethnic and gender specific. We reach out to a variety of sources to
collectively find the best talent available.
As a result of our previous and ongoing recruiting efforts within government and quasi-
government organizations, (local, city, county, and state) Affion has, and continues to
build, an expansive network of candidates that includes the best and the brightest in the
public sector. That network of candidates exemplifies our professional commitment to
building valued relationships, knowing the individuals' experience and leadership
styles, and understanding their needs and career goals. By operating within these
guidelines, our deliverable to our client results in being a known and trusted entity.
Screening/Qualifying Candidates
Our senior executive recruiter conducts preliminary screening interviews of all
candidates and the most promising candidates to determine their qualifications,
pertinent accomplishments,experience,ability tomeet special needs of the position and
their interest in being considered. Preliminary screening will be based on a resume
rating developed from criteria contained in the customized Candidate Recruitment
Profile, information contained in the resumes submitted to Affion, and Affion's
knowledge of the people and organizations with whom and in which we work. At this
point in the search, our recruiter is also securing preliminary, confidential reference
information on the most promising candidates (as available and appropriate) to verify
experience and qualifications;i.e.,to ensure that it is worthwhile proceeding with them.
After qualifying the best candidates into our process, those individuals are subjected
to further rounds ofinterviews by additional Affion executive staff. The same criteria
are used, but the emphasis here, is on organizational and cultural fit, and political
acumen. This process assures the quality we demand of the short list of semi-finalists
that are selected.
All candidates are met face-to-face when possible. If the face-to-face interviews cannot
be arranged, then video conferencing is arranged to ensure that the recruiters and
executives within Affion are comfortable with the candidates they are presenting for
consideration.
Background Investigation
When all members of the Affion qualifying team have agreed that the candidate fits the
desired profile we begin extensive background checks to include criminal, education,
and financial investigations. Referencecalls are completed. Internet and media searches
are conducted. This entire procedure is intended to further eliminate unqualified
candidates, and to validate the credentials of the final candidates in process.
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Selecting Finalists for Promotion to Client
From our rigorous qualifying process and investigation, Affion typically narrows the
field of qualified candidates to the top 6-8. We present all of the client's designated
representatives with a comprehensive book of material on each of the selected
individuals. These books contain summary profiles,resumes, applications, articles by
or regarding the candidate, pertinent work product, and photographs of those
candidates whose qualifications,work experience, achievements, and/or other special
qualities qualify them for the position.This comprehensive confidential report on each
candidate covers not only the candidate's working career and those personal aspects
that are relevant to the position, but also our appraisal of how the candidate's
competencies compare to your specific needs and environment. Affion and the client's
representatives will meet to review the detailed contents of the book.
Internal Candidates
Affion always screens and evaluates those applications and resumes received by the
client from in-houseor outside applicants to insure, on the client's behalf, that the
process is considered fair to all applicants and to determine if any of these individuals
are qualified, viable candidates. Often, at the client's preference we keep all in-house
applicants in process until the final qualifying phases of the search process, unless it
is clearly established that certain individuals are not qualified.
We review, evaluate and acknowledge in writing all applications and resumes
received. Additionally, we ask that all solicitations for consideration made directly to
the client be forwarded to Affion immediatelyto avoid duplication of efforts and take
work off the client's shoulders.
Client Selection of Candidates for Interview
Affion would work closely with the hiring team for selecting the finalist. Affion will
make a portfolio presentation to the key stakeholders which will include; the resume, a
brief bio written by the candidate, a description of the candidate's strengths and
weaknesses, and an answer to the questions "Why Should I bethe Next..." Upon our
face-to-face presentation of the finalists,with our recommendations and comprehensive
background information, we require that the client select the number and names of the
candidates it wishes to interview in person.
Upon the client's direction, Affion personnel will coordinate with client personnel to
arrange interviews with the top candidates selected for consideration. Affion will work
with the client to coordinate any travel or accommodation details that may be needed for
each outside candidate.
Client Interviews and Final Selection
The finalist interviews would be conducted in conjunction with the wishes of the hiring
team. Affion typically suggests that the hiring team utilize panel interviews and also
perhaps a candidate presentation. The candidate presentation would be an oral
presentation accompanied by a visual presentation. We typically ask all candidates to
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prepare a twenty-minute presentation in a power-point format. This presentation can be
on a topic agreed upon by Affion and the client. The purpose of this presentation is to
allow the selection committee to see how the candidates communicate their thought
process and the candidate's ability to effectively express those thoughts to their
audience.
The formal interview would involve the same set questions asked to each candidate by
the same panel member. This allows the selection committee to evaluate each candidate
on a fair and equal field. Thesequestions are agreed upon in advance with Affion and
the selection committee. Affion will be involved throughout the entire interview
process to facilitate the interviews.
Hiring
Once it is time for a hiring decision, Affion will provide assistance on final
employment matters, such asthe negotiation process with successful candidates and
notification to unsuccessful candidates.
Any candidate that is presented for consideration will have been pre-qualified on the
salary range, benefits and relocation package. Once the finalist has been selected it is
our standard practice that the client sends a formal offer letter to Affion on behalf of
the successful candidate. Affion will facilitate thesignature and closing of the process.
EXHIBIT B
PRICE SCHEDULE
Full Executive Search:
Affion executive searches are full-service searches conducted by senior executives within
our firm. The fee outlined below is all inclusive of all phases of the search including
stakeholder meetings, profile development, job postings, sourcing, recruitment,
interviewing, reference checking, background checks, media checks, and candidate offer
negotiation.
• Professional Fee for the Assistant City Manager position: $28,000 (all
inclusive)
Additional expenses, which are not included in the overall fee but are expected to be
reimbursed by the City of Fort Worth include all candidate travel expenses for the purpose
of interviews with the City of FortWorth. This will vary depending on the location of the
finalist selected.
Consultant shall not perform any additional services or bill for expenses incurred for
City not specified by this Agreement, including any reimbursable expenses or
supplemental services,unless City requests and approves in writing the additional costs
for such services.The City shall not be liable for any additional expenses of Consultant
not specified by this Agreement unless the City first approves such expenses in writing.
The maximum amount to be paid to Consultant by City for all Services, including the
$28,000.00 fixed Professional Fee and any reimbursable expenses or supplemental
services, shall not exceed Thirty-Five Thousand Dollars($35,000.00).
Payment installments: One-third to be billed when the contract is signed,one-third to be
billed uponpresentation of the Final Candidates, and the last one-third to be billed upon
the hiring of the desired Candidate.
Guarantee:
If the hired candidate is asked to leave for reasons of non-performance or leaves of his/her
own volition in the first 24 months of employment,Consultant will re-launch a search for a
new candidate,under the original position specifications. In such a case, Consultant will do
so for no additional professional fee,thoughcharging expenses that may incur to include all
Affion travel, hotel, and re-posting of job advertisements. City must first approve such
expenses in writing.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Affion Public,LLC
P.O.Box 794
Hershey PA 17033
Execution of this Signature Verification Form ("Form") 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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
smart
Scott Reilly(Feb 21,202210:10 EST)
Signature of President/CEO
Other Title:
Date: Feb 21, 2022