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HomeMy WebLinkAboutContract 31357 CITY SECRETARY CONTRACT NO . 185 PROFESSIONAL SERVICES AGREEMENT EXECUTIVE SEARCH SERVICES This Agreement is made by and between the City of Fort Worth, acting herein by and through Charles Boswell, its duly authorized city manager, hereinafter referred to as the "City", and CPS Executive Search, acting herein by its authorized representative, John Shannon, hereinafter referred to as"Consultant". 1. Search Engagement. The City agrees to engage the Consultant to perform those services described below, for completion of the project described as follows: Water Department Director recruitment (the "Search"), all in accord with the Executive Search Services — Master Services Proposal submitted by Consultant, which is incorporated herein by reference. Any conflict between the Proposal and this Agreement shall be resolved in favor of this Agreement, except as to the scope of services. 2. Services. The Consultant agrees to perform certain services necessary for completion of the Search, which services shall include, but not be necessarily limited to, the following: a) Organizational and position analysis to include individual meetings with the city manager's office staff, department heads, Water Department Staff, community stakeholders and such other groups as deemed appropriate by the City b) Place advertisements in appropriate journals and publications C) Candidate identification d) Resume review and screening e) Preliminary interviews with leading candidates f) Progress reports by telephone with City representatives g) A minimum of three personal visits with City representatives g) Detailed reference checks on leading candidates h) Final report to the City Manager's Office i) Assist with interviews and negotiations The complete description of the services is contained in the Master Services Proposal from the Consultant to the City dated January 12, 2005, hereinafter referred to as the "Proposal", which is incorporated herein by reference. The scope of services above is complimentary to the scope of services contained in the Proposal. Consultant agrees that John Shannon shall act as the principal performing this search and will be the City's point 7 02-17-05AO9:31 RCVD I of contact for Consultant. Consultant shall not replace the principal without the prior written approval of City. 3. Relationship. Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent, or employee of the City. Consultant shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing contained herein shall be construed as creating a partnership or join venture between the City and Consultant; and the doctrine of respondeat superior shall not apply as between the City and the Consultant. 4. Compensation. As full compensation for the Consultant's professional services performed hereunder, the City shall pay the Consultant the fixed professional fee of Nineteen Thousand Dollars ($19,000). If within one year of the completion of this agreement the City hires any candidates identified as a result of Consultant's recruitment project for any position other than City Manager, the City agrees to pay Consultant a full fee as set forth herein for each candidate hired. For purposes of this paragraph, "Candidate" is defined to include any and all individuals about whom Consultant provided information of any sort in writing to the City in the course of this recruitment project. The parties hereto agree that the obligations set forth in this paragraph shall survive the termination of this Agreement. If the selected candidate (other than an internal candidate) should be terminated within one year from the date of hire or if the City reasonably determines not to hire a candidate presented by Consultant, Consultant shall conduct another search as contemplated herein for no additional professional fee, other than reimbursement of expenses,which shall not exceed $10,000. 5. Expense Reimbursement. The Consultant shall be entitled to reimbursement for expenses from the City for consultant travel, advertising, sourcing, background checks, printing/photocopying, postage and delivery, telephone and clerical charges. Expenses shall not exceed ten thousand Dollars ($10,000) for a nationwide search. The Consultant shall provide the City with a listing of expenses by category of expense as a part of PROFESSIONAL SERVICES CONTRACT CPS EXECUTIVE SEARCH �jit Page 2of5 monthly billings, together with receipts for all expense incurred that Consultant is seeking reimbursement. 6. Compensation for Additional Services. In the event the City requires services in addition to those described in Paragraph 2 and the Proposal, the City shall make a request in writing for such additional services. The Consultant shall be compensated at a negotiated rate and expenses as set forth in a written amendment to this agreement. 7. Method of Payment. Consultant shall bill the City monthly for professional services performed in the prior, together with an itemized expense report. Payment will be made to Consultant within 30 days following receipt of the billing statement. 8. Time for Completion. The term of this Agreement shall commence on the issuance of a written notice to proceed at which time the Consultant shall begin work on the Search and shall continue, subject to the termination provisions of Paragraph 9, until the date that the Consultant completes the Search. The time of completion of the Search is estimated to be 112 days from the date of the meeting to develop the Recruitment Profile. 9. Termination. The City may terminate this Agreement at any time for cause or for the convenience of the City by notice in writing to the Consultant. In the event of termination, the Consultant shall cease all work upon receipt of notice of termination and shall be entitled to compensation for professional service fees and for expense reimbursement to the date of receipt of notice of termination. The Consultant shall provide City all work product completed or in progress at such date and communicate such recommendations and conclusions to the City as may have been formed by such date. Consultant shall not be entitled to any to lost or anticipated profits should the City elect to terminate this agreement. 10. Insurance. The Consultant shall obtain and maintain the following insurance in the minimum amounts stated prior to entering into performance of this Agreement: A. Worker's Compensation Insurance— Statutory B. Comprehensive General Liability- $250,000 per person/$500,000 per occurrence C. Property Damage Insurance-$500,000 D. Excess Liability- $1,000,000 ------------- PROFESSIONAL SERVICES CONTRACT CPS EXECUTIVE SEARCH Page 3 of 5 City shall be added as an additional insured under the Public Liability and Property Damage insurance. 11. Miscellaneous. a) The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. b) Neither this Agreement nor any rights or obligations hereunder shall be assigned or delegated by the Consultant without the prior written consent of the City. C) This Agreement shall be modified only by a written amendment duly executed by the City and the Consultant. d) Should any of the provisions hereunder be found to be invalid, void or voidable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. e) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue shall lie exclusively in Tarrant County, Texas. f) All notices required or permitted under this Agreement shall be deemed to have been given if and when deposited in the United States mail, properly stamped and addressed to the party for whom intended at such party's address listed below, or when delivered personally to such party, or by facsimile with a call to confirm receipt. A party may change its address for notice hereunder by giving written notice to the other party. If to City: If to Consultant: Human Resources Director CPS Executive Search 1000 Throckmorton 241 Lathrop Way Fort Worth, Texas 76102 Sacramento, CA 95815 g) Consultant warrants to the City that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Agreement. h) Consultant shall not disclose any reports, documentation, or evaluations generated hereunder without the prior written consent of the City. PROFESSIONAL SERVICES CONTRACT CPS EXECUTIVE SEARCH Page 4 of 5 i) Consultant agrees to indemnify, defend and hold the City, and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property or person, including death, to any person, including but not limited to officers, agents, or employees of consultant or its subconsultants, which may arise out of any negligent act, error or omission by Consultant in the performance of this agreement. Consultant shall defend at its own expense any suits brought against the City, its officers, agents, and employees, or any of them, resulting from such negligent act, error, or omission; and shall pay all expenses and satisfy all judgments that may be incurred by rendered against them or any of them in connection therewith resulting from such negligent act, erroror mission. Executed this day of February, 2005. City of Fort Worth CPS Executive Search By: P� - By: Charles Boswell J hannon Attest: roved as to Form and Legality: 1 Marty Hendrix ity Secretary 1��AAssistant City Attorney KIn rK Contract Authorizaticn Date PROFESSIONAL SERVICES CONTRACT �� ccs IIr � CPS EXECUTIVE SEARCH Page 5of5