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HomeMy WebLinkAboutContract 46553 CITY SECRETARY CONTRACT NO. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home-rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and STRATEGIC GOVERNMENT RESOURCES, INC., ("Consultant") a Texas corporation acting by and through Ronald Holifield, its duly authorized President. 1. Services. a) Consultant will, with good faith and due diligence, assist the City in recruiting and hiring a highly qualified individuals\to serve as Code Compliance Superintendent for the City of Fort Worth. In particular, Consultant will perform all duties outlined and described in the Scope of Work, which is attached hereto as Exhibit "A" incorporated herein for all purposes as though it were set forth at length. The actions and objectives contained in Exhibit "A" are referred to herein as the "Services." b) Consultant shall perform the Services in accordance with standards in the industry for consultants providing the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, M rules, and regulations. M 2. Term. Services shall be provided by Consultant for a term beginning upon execution of J -- this agreement by both parties and ending when a candidate is hired for the position, unless terminated earlier in accordance with Section 4 of this Agreement. This Agreement may be o renewed for up to two additional six-month periods by mutual written agreement of the Parties. 3. Compensation. a) As full and complete compensation for all Services described herein, Consultant shall be paid a fixed fee of Twenty-Four Thousand Seven Hundred FiiiY Dollars ($24,750.00). OFFICIAL RECORD CITY SECRETARY Executive Recruiting—Code Compliance Superintendent FT.WORTH, TX Professional Services Agreement with Strategic Government Resources,Inc. b) Structure of Payments i. The Consultant's fee will be divided into three payments corresponding to certain project milestones as follows: a. After completion of organizational inquiry and analysis $8,250.00 b. After semi-finalists are selected $8,250.00 c. Upon completion of services $8,250.00 ii. Following completion of each of the listed milestones,the Consultant shall provide the City with a signed fee invoice summarizing (i) the portion of the Services that has been completed and requesting payment. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information and the Consultant shall provide such additional reasonable information to the extent the same is available. Invoices shall be submitted to Brandon Bennett, 818 Missouri Ave., Fort Worth, Texas 76104. Invoices are due and payable within 30 days of receipt. iii. On full and final completion of the Services, the Consultant shall submit a final invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. 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. V. 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 Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources, Inc. Page 2 of 13 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. Reserved. 5. Termination. Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with thirty (30) days' written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually rendered and Reimbursable Expenses actually incurred as of the effective date of termination. In the event this Agreement is terminated prior to expiration of the Term, Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination 6. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid service of City. 7. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, OR ANY OTHER TORT OR CAUSE OF ACTION, 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. Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 3 of 13 CONSULTANT AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH), OR ANY OTHER TORT OR CAUSE OF ACTION, THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 8. Confidential and Proprietary Information. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the Parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents, servants, employees, and subcontractors, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 4 of 13 information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultants's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary / Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, 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 the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Errors & Omissions (Professional Liability): If coverage is written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims-made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. Coverage shall be in the following amounts: Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 5 of 13 (1) $1,000,000.00 per occurrence or claim (2) $1,000,000.00 aggregate • Automobile Liability Insurance (if an automobile will be used in performance of this contract) Coverage on vehicles involved in the work performed under this contract: $1,000,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000,000 bodily injury each accident; and $250,000 property damage. The named insured and employees of Contractor shall be covered under this policy. The City of Fort Worth shall be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included under this policy. • Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease -policy limit $100,000 disease -each employee Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. 10. Assignment. Consultant shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment of subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. If City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 6 of 13 to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 11. Compliance with Law. Consultant, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, servants, employees, or subcontractors, then Consultant shall immediately desist from and correct such violation. 12. Non-Discrimination. In the execution, performance, or attempted performance of this Agreement, Consultant will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its officers, agents, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Consultant, its officers, agents, employees, or subcontractors. 13. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 7 of 13 appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give subcontractor reasonable advance notice of intended audits. This section shall survive the expiration or termination of this Agreement. 14. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments 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 shall have been appropriated. 15. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, jurisdiction shall lie with the State of Texas, the contract shall be interpreted in accordance with the laws of Texas, and venue for said action shall lie in Tarrant County, Texas. 16. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other Party shown below: Brandon Bennett, Director Ronald Holifield Code Compliance Department Strategic Government Resources, Inc. City of Fort Worth PO Box 1642 818 Missouri Ave. Keller, TX 76244 Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 8 of 13 Fort Worth, Texas 76104 17. Solicitation of EmMovees. Neither the 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. 18. Non-Waiver. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any such term or right on any future occasion. 19. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. 20. Minority and Woman Business Enterprise Participation. In accordance with the City Code, the City has goals for the participation of diversity business enterprises in City contracts. Consultant acknowledges the goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. 21. Governmental Powers. Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 9 of 13 22. 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. 23. Force Majeure. If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 24. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 25. 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 hereto. 26. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 27. Signature Authority. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 10 of 13 authorization of the entity. The other Party is fully entitled to rely on this warranty and representation in entering into this Agreement. 28. Entire Agreement. This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the Parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Remainder of Page left Blank Intentionally Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 11 of 13 EXHIBIT A SCOPE OF SERVICES Consultant shall furnish all labor, materials and equipment necessary to assist the City in the recruitment of Code Compliance Superintendent, and perform the professional services listed below: • Develop a position profile and recruitment brochure for the position. • Contact key opinion leaders across the nation to seek candidate recommendations. • Place ads in appropriate professional publications as approved. • Identify high probability prospects and conduct follow up with those prospects. • Receive, track and maintain all inquiries and applications. • Conduct a "triage" level review of all resumes, and conducting initial phone/email conversations. • Conduct recorded online interviews with up to 12 semifinalist candidates. • Conduct Stage 1 Media Searches on semifinalist candidates. • Provide periodic updates regarding the progress of the search, as frequently as desired. • Assist city in developing a short list of 6-12 candidates recommended for interviews, and present a verbal briefing on relevant issues related to each. • Assist in preparation of recommended interview questions and of the interview process. • Conduct comprehensive Stage 2 media searches on up to 6 finalists. • Conduct psychometric assessments on up to 6 finalists. • Conduct full character checks with standard references, as well as non-provided reference checks. • Conduct comprehensive background investigation on up to 6 finalists consisting of criminal, sex offender, civil, and credit check conducted by an outside investigative entity on a contract basis. • Additional quantities or supplemental services may be ordered by the City as reimbursable expense items Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources, Inc. Page 12 of 13 SIGNATURE PAGE PROFESSIONAL SERVICES AGREEMENT WITH STRATEGIC GOVERNMENT RESOURCES, INC. EXECUTIVE RECRUITING-CODE COMPLIANCE SUPERINTENDENT CITY OF FORT WORTH, TEXAS STRATEGIC GOVERNMENT RESOURCES,INC. Rudy Ja so Ronald Holifi ld Interim Assistant City Manager President Date Signed: 3-.2 -LS Date Signed: 311,31Z,' ATTEST: WITNESS: re of? o0 $ City S ry ° v b,° r ` ,, ► y" CYNDY BROWN - APPROVED AS TO FORM =• .• Notary Public AND LEGALITY: STATE OF TEXAS XP.Oct 5,2016 Arthur N. Bashor Assistant City Attorney No M&C Required OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Executive Recruiting—Code Compliance Superintendent Professional Services Agreement with Strategic Government Resources,Inc. Page 13 of 13