HomeMy WebLinkAboutContract 57968 City Secretary Contract No. 57968
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 Dana Burghdoff, its duly authorized Assistant City Manager, and Lehman Associates LLC,
("Consultant"), a Texas company, acting by and through Jan Lehman, its duly authorized CEO, 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.
a.) Consultant will,with good faith and due diligence,assist the City in the process of conducting
an executive search to select a Deputy Water Director of Business Services. 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 Assistant City Manager below
("Effective Date") and shall expire on January 31, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term").
3. Compensation.
3.1 General Provisions. The maximum amount to be paid to Contractor by City for all
Services, including the Professional Service Fee and Reimbursable Expenses or Supplemental Services,
shall not exceed Eighty Five Thousand Dollars($85,000.00).The City shall pay Consultant in accordance
with the provisions of this Agreement. Consultant shall not perform any additional services for the City
not specified by the applicable Statement of Work unless the 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 the applicable Statement of Work unless the City first approves such expenses in writing. City
OFFICIAL RECORD
Professional Services Agreement
Between the City of Fort Worth and CITY SECRETARY
Lehman Associates,LLC for Talent Acquisition Services—Deputy Water Director of Business FT.WORTH, TX
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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.
3.2 Professional Service Fee.
3.2.1 Initial Search. The City shall pay the Consultant a Professional Service Fee of Sixty
Thousand Dollars ($60,000.00) for Consultant's professional talent acquisition services and certain
built-in "Expenses" more fully described in Exhibit B of this Agreement, which include the associated
cost for each Expense,collectively the "Professional Service Fee."
3.2.2 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 Professional Service Fee, but Consultant shall be entitled to Reimbursable
Expenses in accordance with section 3.3.
3.3 Reimbursable Candidate Expenses: Consultant may seek reimbursement for actual
expenses for travel of any candidates (such as airfare, lodging, and limited per diem) ("Reimbursable
Expenses"). Personal car mileage will be billed at rates not to exceed standard IRS business mileage rates
in effect at the time of travel. The Consultant shall provide the City with a listing of Reimbursable Expenses
by category of expense on each respective invoice. Reimbursable Expenses will be invoiced at cost to the
City with no mark up by Consultant. Reimbursable Expenses do not include expenses related to any of
Consultant's staff working under this Agreement. Consultant will be responsible for providing receipts for
such Reimbursable Expenses. These receipts should be included with the respective invoice in which
Lehman Associates,LLC is requesting to be reimbursed.
All Reimbursable Expenses must be approved by the City in advance and shall not exceed Ten Thousand
Dollars ($10,000.00). In case of a Re-Search, the City shall reimburse Consultant for actual expenses as
agreed in writing but not to exceed Ten Thousand Dollars($10,000.00)for each Re-Search.
3.4 Supplemental Services. All other fees not covered by section 3.2 or 3.3 of this Agreement
will be considered"Supplemental Services". Exhibit B ("Price Schedule") of this Agreement specifically
identifies different types of Supplemental Services and the associated cost for those Supplemental Services.
In the event the City desires Supplemental Services,the City shall notify the Consultant in writing which
Supplemental Services the City is requesting and the associated cost as listed in Exhibit B.All Supplemental
Services must be approved by the City in advance and shall not exceed Ten Thousand Dollars
($10,000s
3.5 Payments:
3.5.1 Structure of Payments. The Professional Service Fee shall be structured as two(2)payments
and each payment will be payable upon the milestones listed below and as described in further detail in
Exhibit A, Scope of Services. If these milestones are not met by Consultant, the City is not obligated to
pay for that installment of the Professional Service Fee. Any Reimbursable Expenses or Supplemental
Services will be billed as separate line items on the respective invoice for each of the installments as
appropriate.
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Lehman Associates, LLC for Talent Acquisition Services—Deputy Water Director of Business Services
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Consultant shall submit invoices for each of the two (2) payments of the Professional Service Fee
corresponding to project milestones as follows:
a. The initial installment will be payable after the position profile has been created;
b. The final installment is payable at the conclusion of the Negotiation and Hiring Process as
described in Exhibit A
3.5.2 Invoice. Each invoice shall reference the applicable installment and milestone that has
been met. Reimbursable Expenses and any Supplemental Services will be itemized and included separate
and apart from the Professional Service Fee invoiced. On each invoice,the Consultant shall separately list
the total amount for both Professional Service Fees, Reimbursable Expenses, and Supplemental Services
for which invoices were previously submitted during the term of the Agreement.
When submitting invoices,Consultant shall provide copies of receipts for all Reimbursable Expenses under
subsection 3.3 and shall reference the appropriate Statement of Work. If the City requests additional
documentation of expenses,the Consultant shall provide such information if available.
Consultant shall submit invoices for Professional Service Fees,Reimbursable Expenses,and Supplemental
Services to the Senior Administrative Assistant to Water Admin, in the Water Department by mail or
electronically at 200 Texas Street, Fort Worth Texas, 76102 or sky.williamgfortworthtexas.gov and also
submit a copy to the Talent Acquisition Manager in the Human Resources Department at 200 Texas Street,
Fort Worth,Texas 76102 or Christine.Hernandez&fortworthtexas.gov. On full and final completion of the
Services,the Consultant shall submit a final invoice;including any unpaid Reimbursable Expenses pursuant
to subsection 3.3.
3.5.3 Time for Payment, Dispute. Invoices are generally due and payable within thirty (30) days
of receipt. In the event of a disputed or contested billing,only the portion being contested will be withheld
from payment,and the undisputed portion will be paid. City will exercise reasonableness in contesting any
bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has
been mutually resolved. Additionally, City is not liable to Consultant for attorney's fees incurred in
collection of any disputed or contested charges.
For contested billings,the City shall make payment in full to Consultant within 60 days of the date
the contested matter is resolved. If City fails to make such payment, Consultant may,after giving 7 days'
written notice to City,suspend services under this Agreement until paid in full,including interest calculated
from the date the billing contest was resolved. In the event of suspension of services,Consultant shall have
no liability to City for delays or damages caused to City because of such suspension of services.
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 shall terminate on the last day of the fiscal period for which appropriations were
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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.In 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.
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. Rieht 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
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Between the City of Fort Worth and
Lehman Associates,LLC for Talent Acquisition Services—Deputy Water Director of Business Services
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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
respondent 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 PROPERTYDAMAGE 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
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
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Between the City of Fort Worth and
Lehman Associates,LLC for Talent Acquisition Services—Deputy Water Director of Business Services
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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.
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:
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Lehman Associates,LLC for Talent Acquisition Services—Deputy Water Director of Business Services
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$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
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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:
City of Fort Worth Lehman Associates,LLC
Attn: Dana Burghdoff,Assistant City Manager Attn: Jan Lehman,CEO
200 Texas Street P.O.Box 161148,Austin,TX 78716
Fort Worth,TX 76102-6314
Facsimile: (817) 392-8654 Facsimile: (512)478-1985
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
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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 Maieure. 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, fires, 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.
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
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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
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
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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 Bove tt 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.
_ Prohibition on Boycotting Energy Companies. Consultant acknowledges that, in
accordan e 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.
32. 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 the term of this Agreement.
(signature page follows)
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates, LLC for Talent Acquisition Services—Deputy Water Director of Business Services
Page 11 of 19
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
1967na BU!' LdOAC responsible for the monitoring and administration of
By:
Dana Burghdoff ug 10,202215:37 CDT) this contract,including ensuring all performance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
August 10 22 C& Hor �
Date: ,20 By: Christine Hernandez(Aug 9,2022 15:26 CDT)
Name: Christine Hernandez
APPROVAL RECOMMENDED: Title: HR Manager
APPROVED AS TO FORM AND LEGALITY:
BY Dianna Giordano(Aug 9,2022 15:29 CDT)
Name: Dianna Giordano w.
Title: Director of Human Resources
By:
Name: Jessika Williams
ATTEST: Title: Assistant City Attorney
r CONTRACT AUTHORIZATION:
.7G1`I`IG��G d C7000��GG a�FORr��� M&C: N/A—Professional Service Exemption
By: Jannette S.Goodall(Aug 10,2022 15:53 CDT) 0 °°°000°°4aa
Name: Jannette Goodall p�o �
Title: City Secretary �v0 ox
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CONSULTANT: Lehman Associates,LLC.
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BY: Jan A.Lehman(Aug 9,202214:47 CDT)
Name: Jan Lehman
Title: CEO
Date: August, 09 20 22
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates, LLC for Talent Acquisition Services—Deputy Water Director of Business Services
Page 12 of 19
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Lehman Associates will provide the following services to City ("Client"). A full-service recruitment entails
the following steps and is tailored to meet the Client's needs:
1. Organizational Inquiry and Analysis
• Develop Recruitment Plan and Timeline
• Individual Interviews with Key Stakeholders
• Development of Position Profile
2. Advertising and Marketing,Communication with Applicants and Prospects
3. Initial Screening and Review
4. Search Committee Briefing to Facilitate Selection of Semifinalists
5. Evaluation of Semifinalist Candidates
• Written Questionnaires
• Media Searches-Stage 1
6. Search Committee Briefing to Facilitate Selection of Finalists
7. Evaluation of Finalist Candidates
• Comprehensive Media Searches-Stage 2
• Comprehensive Background Investigation Reports
• Reference Checks
8. Interview Process
• Face-to-Face Interviews
• Deliberations
9. Negotiations and Hiring Process
• Determine the Terms of an Offer
• Negotiate Terms and Conditions of Employment
• Press Release (if requested)
Step 1: Organizational Inquiry and Analysis
Develop Recruitment Plan and Timeline
Lehman Associates will meet with the client at the outset of the project to finalize the recruitment plan and
timeline. At this time, Lehman Associates will also request that the client provide us with photos and
information on the community,organization,and position to assist us in drafting the position profile brochure.
Individual Interviews with Key Stakeholders
Lehman Associates devotes tremendous energy to understanding your organization's unique culture,
environment, and goals to ensure you get the right match for your particular needs. Fully understanding your
organizational needs is the most critical part of conducting a successful executive recruitment. In consultation
with the Search Committee, Lehman Associates will develop a list of individuals to meet with about the
position. Individual interviews may include members of the Search Committee, key staff members, special
considerations, and the political environment. These interviews identify issues that may affect the dynamics
of the recruitment, as well as develop a composite understanding of the organization's preferences. This
process helps with organizational buy-in and will assist us in developing the position profile.
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit A Page 13 of
19
City Secretary Contract No.
Development of Position Profile
Following the individual interviews, Lehman Associates will develop a draft position profile brochure that is
reviewed and revised in partnership with your organization until we are in agreement that it accurately reflects
the sought-after leadership and management characteristics.
Step 2: Advertising and Marketing, Communication with Applicants and Prospects
Advertising and Marketing
The Executive Recruiter and client work together to determine the best ways to advertise and recruit for the
position.
Communication with Prospects
Lehman Associates communicates with interested prospects on ongoing basis during the recruitment process.
Outstanding prospects often will not submit a resume until they have done considerable homework on the
available position.A significant number of inquiries will be made,and it is essential that the executive search
firm be prepared to answer those questions with fast,accurate, and complete information, and in a warm and
personal manner.
Communication with Active Applicants
Handling the flow of resumes is an ongoing and significant process. On the front end, it involves tracking
resumes and promptly acknowledging their receipt. It also involves timely and personal responses to any
questions or inquiries. Lehman Associates communicates frequently with applicants to ensure they stay
enthusiastic and informed about the opportunity.
Step 3: Initial Screening and Review
Lehman Associates uses a triage process to identify high-probability,medium-probability,and low-probability
candidates. The triage ranking is focused on overall assessment based on interaction with the applicant,
qualifications, any known issues regarding previous work experience, and evaluation of cultural fit with the
organization.
In contrast with the triage process described above, which focuses on subjective assessment of the resumes
and how the candidates present themselves, we also evaluate each candidate to make sure that the minimum
requirements of the position are met, and which of the preferred requirements are met. This sifting process
assesses how well candidates' applications fulfill the recruitment criteria outlined in the Position Profile.
Step 4: Search Committee Briefing/Selection of Semifinalist Candidates
At this briefing,Lehman Associates will provide a comprehensive progress report and facilitate the selection
of semifinalists. The presentation will include summary information on the process so far,the candidate pool
overall, and any trends or issues,as well as a briefing on each candidate and their credentials.
Step 5: Evaluation of Semifinalist Candidates
Media Searches- Stage 1
The recruiter will communicate any"red flags"to the Search Committee immediately upon discovery.
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit A Page 14 of
19
City Secretary Contract No.
Written Questionnaires
The recruiter will provide interview question options to consider using for the interview.
Step 6: Search Committee Briefing/Selection of Finalist Candidates
Prior to this briefing, Lehman will provide each member of the Search Committee with a write up on the
semifinalist candidates. The purpose of this briefing is to facilitate narrowing the list to up to 5 finalists who
will be invited for personal interviews.
Step 7: Evaluation of Finalist Candidates
Comprehensive Media Searches- Stage 2
The Stage 2 media search consists of a more complex search,which also includes social media platforms,and
has proven helpful in analyzing possible adverse news about the candidate by uncovering issues that may not
have been previously disclosed by the candidate.
Comprehensive Background Investigation Reports
Through Lehman Associates, we are able to provide our clients with comprehensive background screening
reports that includes the detailed information listed below.
- Social Security number trace
- Address history
- Driving history/motor vehicle records
- Federal criminal search
- National criminal search
- County wants and warrants for previous 10 years
- Global homeland security search
- Sex offender registry search
- State criminal search(for current and previous states of residence)
- County civil and criminal search (for every county in which candidate has lived or worked) for
previous 10 years
- Education verification
- Employment verification(if desired)
- Military verification(if desired)
Reference Checks
Lehman provides a written summary report to the organization once all reference checks are completed. The
timing of reference checks may vary depending on the specific search process and situation. If the names of
the finalists are made public prior to interviews. If the names of the finalists are not made public prior to
interviews,Lehman Associates will typically wait until the organization has selected its top candidate before
calling references in order to protect candidate confidentiality.
Step 8: Interview Process
Face-to-Face Interviews
Lehman Associates will schedule interviews at a date/time convenient to your organization. Lehman
Associates will help you determine the specifics in developing the interview schedule and timeline. Lehman
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit A Page 15 of
19
City Secretary Contract No.
Associates will prepare sample interview questions and will participate throughout the process to make it
smooth and efficient.
Deliberations
Lehman Associates will facilitate a discussion about the finalist interviews and assist the Search Committee
in making a hiring decision or in deciding whether to bring back one or more candidates for a second interview.
Step 9: Negotiations and Hiring Process
Determine the Terms of an Offer
Upon request,Lehman Associates will provide appropriate employment agreement language and other helpful
information to assist you in determining an appropriate offer to extend to your candidate of choice.
Negotiate Terms and Conditions of Employment
Lehman Associates will assist to whatever degree you deem appropriate in conducting negotiations with the
chosen candidate. Lehman Associates will determine and define any special needs or concerns of the chosen
candidate, including anything that could be a complicating factor. Lehman Associates is experienced and
prepared to help craft win-win solutions to negotiation"log jams."
Press Release(if requested)
Until you have "sealed the deal,"you need to be cautious in order to avoid the embarrassment of a premature
announcement that does not work out.You also want to try to notify all senior staff and unsuccessful candidates
before they read about it in the newspaper. Lehman Associates will assist with this coordination and with
drafting any announcements or press releases.
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit A Page 16 of
19
EXHIBIT B
PRICE SCHEDULE
Consultant will,with good faith and due diligence,assist the City in the process of conducting an executive
search to select a Deputy Water Director. The maximum amount to be paid to Contractor by City for all
Services, including the Professional Service Fee and Reimbursable Expenses or Supplemental Services,
shall not exceed Eighty Five Thousand Dollars($85,000.00).
Professional Service Fee
• A Base Fee of: $60,000.00
Reimbursable Candidate Expenses
On-site visits by candidates to the Organization will be coordinated and scheduled by Lehman Associates.
Reimbursable expenses shall include airfare, lodging, and limited per diem amounts for meals and other
various expense as agreed by City. Mileage will be reimbursed at the current IRS rate. All other travel-
related expenses are billed back at actual cost,with no markup for overhead. Lehman Associates will be
responsible for providing receipts for such Reimbursable Expenses that should be included with the
respective invoice in which Lehman Associates is requesting to be reimbursed. All Reimbursable
Expenses must be approved by the City in advance and shall not exceed Ten Thousand Dollars
($10,000.00). In case of a Re-Search,the City shall reimburse Consultant for actual expenses as agreed in
writing but not to exceed Ten Thousand Dollars($10,000.00)for each Re-Search.
Supplemental Services
The supplemental services listed below are not included in the Professional Service Fee.
All Supplemental Services must be approved by the City in advance and shall not exceed Ten
Thousand Dollars ($10,000.00).
Supplemental Services include::
- Background investigation reports
- Reference Checks
- Posting on LinkedIn
- In-person visits - Mileage will be reimbursed at the current IRS rate. All other travel-related
expenses are billed back at actual cost,with no markup for overhead.
- The Recruiter will travel to the communities of the finalist candidates to conduct onsite visits.
Mileage will be reimbursed at the current IRS rate.All other travel-related expenses are billed back
at actual cost,with no markup for overhead.
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit B Page 17
of 19
City Secretary Contract No.
- In the unexpected event the organization requests that unusual out of pocket expenses be incurred,
said expenses will be reimbursed at the actual cost with no mark up for overhead.
Billin
The professional service fee for the recruitment is billed in two installments during the course of the
recruitment.
a. The initial installment will be payable after the position profile has been created;
b. The final installment is payable at the conclusion of the Negotiation and Hiring Process as described
in Exhibit A.
Reimbursable Expenses and Supplemental Services will be billed with each of the installments, as
appropriate.
Service Guarantee
Lehman Associates guarantees that you will be satisfied with the results of the full service recruitment
process,or we will repeat the entire process one additional time.Additionally,if you select a candidate(that
Lehman Associates has fully vetted)who resigns or is released within 12 months of their hire date,Lehman
Associates will repeat the process. If the organization circumvents Lehman Associates recruitment process
and selects a candidate who did not participate in the full recruitment process,the service guarantee is null
and void. We also guarantee that we will not directly solicit a candidate we bring to you for another job.
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit A Page 18
of 19
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Lehman Associates,LLC
P.O.Box 161148
Austin,TX 78716
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:
79e>4 /-G��GIGIbI
Jan A.Lehman(Aug 9,2022 14:47 CDT)
Signature of President/CEO
Other Title:
Date: August 09, 2022
Professional Services Agreement
Between the City of Fort Worth and
Lehman Associates for Talent Acquisition Services—Deputy Water Director Business Services-Exhibit C Page 19
of 19