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Contract 51105
CITY SECRETARY STATE OF TEXAS CONTRACT NO. Get° S�cR� COUNTY OF TARRANT AGREEMENT FOR THE DISCHARGE OF PRETREATED GROUNDWATER FROM THE AIR FORCE PLANT 4, EAST PARKING LOT TO THE PUBLIC SEWER SYSTEM FOR THE PERIOD JUNE 2018 TO JUNE 2020 This agreement is made and entered into by and between the Air Force Civil Engineer Center, Air Force Materiel Command, Joint Base San Antonio-Lackland, Texas, (hereafter AFP 4) as the Air Force entity with environmental restoration authority of AFP 4, and the City of Fort Worth (CITY). For and in consideration of the covenants and promises contained herein, the parties hereto agree as follows: I. RECITALS 1. AFP 4 currently discharges treated groundwater from a restoration site beneath Air Force Plant 4, EAST PARKING LOT, Fort Worth, Texas. AFP 4 performs analysis of the groundwater to identify characteristic pollutants known or reasonably expected to be present in the groundwater. AFP 4 also treats said groundwater for such pollutants to the levels described herein prior to discharge into the sanitary sewer. 2. AFP 4 operates a pretreatment facility for the treatment of groundwater prior to the discharge into the public sanitary sewerage system. The pretreatment system consists of: a. A facility to treat the groundwater to acceptable and safe limits prior to discharge to the sanitary sewerage system b. Sample points installed on influent and effluent lines for water quality monitoring; and c. A flow meter installed to measure total effluent volume in cubic feet. 3. The discharges enter the sewerage system of CITY. II. COVENANTS 1. The CITY agrees to receive pretreated effluent from a groundwater recovery and pretreatment system operated by AFP 4 at AIR FORCE PLANT 4,EAST PARKING LOT,Fort Worth, Texas. OFFICIAL ACORD CITY 811CROARY' T.WORT149 TX 2. Effluent discharged from the pretreatment system will not exceed the following limitations and with any ordinance requirement: Pollutant Ordinance requirement m Arsenic 0.25 Cadmium 0.15 Chromium total 5.0 Copper 4.0 Lead 2.9 Mercury 0.01 Nickel 2.0 Silver 1.0 Zinc 5.0 Total Petroleum Hydrocarbons 10.0 Benzene 0.085 Toluene 0.074 Ethyl-Benzene 0.142 Xylene 0.050 Trichloroethylene (TCE) 0.085 Dichloroeth leve (DCE) 0.066 All discharges shall be compliant with the Applicable or Relevant and Appropriate Requirements (ARARs) identified in the Record of Decision dated August 26, 1996 and then modified on March 9, 1999. All discharges shall be compliant with any applicable ordinance requirement of the CITY or requirement of the Publicly Owned Treatment Works (POTW), and any state and/or federal: laws, regulations, codes, or requirements. 3. AFP 4 agrees that the sewer discharge shall not exceed a rate of 150 gpm (gallons per minute); if an increase is desired, AFP 4, will request an increase in writing. The CITY will endeavor to respond within 30 days from date of receipt of such notification. The CITY reserves the right to refuse such request if, in the sole opinion of the CITY, and based on its best engineering judgment, such requested increase will adversely affect the CITY's treatment plant or collection system. Under no circumstances will AFP 4 increase the rate of flow until the CITY approves in writing such an increase. 4. AFP 4 agrees to discontinue discharges if the sewer lines receiving the discharge are found at any time to contain an atmosphere equal to 10% of the lower-explosive limit (LEL) and/or exhibit a petroleum-like nuisance odor. AFP 4 will be permitted to resume discharge if sampling and investigation show that AFP 4 treated groundwater discharge is not the source of nuisance odors and/or sewer LEL levels equal to or greater than 10%. 2 5. AFP 4 also agrees to discontinue discharges that violate the discharge requirements established by this Agreement and may recommence discharge only when compliance is assured. 6. AFP 4 agrees to collect and analyze monthly samples of the influent(prior to treatment) and the effluent (discharge after treatment) and report all results to the CITY. a. Samples to be used for reporting purposes must, at a minimum, be collected monthly and analyzed for benzene, toluene, ethyl benzene, xylene, total petroleum hydrocarbon, TCE, DCE and any other pollutants identified at quantifiable levels and regulated herein. However, if analysis of the initial samples for benzene, toluene, ethyl benzene, xylene shows concentrations to be below detection limits of 0.01 mg/L (unless dilution or interference would give cause for adjustment of detection limits), analysis for that compound shall not be required more frequently than semi-annually, so long as the semi- annual analysis continues to be below detection limits conducted. b. Sample collection, analytical and notification procedures must conform to methods approved by the U.S. Environmental Protection Agency, listed in 40 CFR 136 and 40 CFR 403.12(o)(1)(2), (p)q)(2)(3)(4). CITY must receive analysis results within thirty (30) days from sampling date. c. AFP 4, agrees that although a minimum sampling frequency is stated herein that continuous and consistent compliance is AFP 4's responsibility and AFP 4 will act accordingly to insure continuous and consistent compliance. CITY agrees insofar as permitted by law, to keep all these reports and results confidential and will endeavor to provide AFP 4 with copies of any request from a third party for this information as soon as practicable. 7. AFP 4 agrees to provide the CITY with access to the monitored site so that the CITY may monitor/sample at its discretion. CITY agrees, insofar as permitted by law, to keep all results of these samples confidential. The City agrees to comply with Lockheed/Air Force security requirements prior to entry onto the site. 8. AFP 4 agrees to compensate the CITY in the following amounts: a) Monitoring Fee: A payment of$5000 for the cost of administering and monitoring the discharge during the agreement period. b) Transportation Fee: A discharge fee based on the CITY billing rates for the volume of wastewater discharged. Current billing rate is $4.14 per CCF (100 cubic feet= 748 gallons) The Monitoring Fee shall be paid to the CITY prior to the commencement of discharge. The Transportation Fee shall be paid to the CITY upon receipt of a bill for services. 3 9. Except as a party may otherwise direct by written notice to the other, all correspondence and reports shall be directed as follows: City of Fort Worth AFP 4 Ms. Laly Joseph, REM AFCEC/CZOM-GOCO Pretreatment Services 1981 Monahan Way Fort Worth Water Department Building 12 920 Fournier Street Wright-Patterson AFB, OH 45433-7205 Fort Worth, Texas 76102 Attn: Mr. John Wolfe III. LIABILITY The City shall not be responsible for damage to property or injuries to persons which may arise from, or be incident to, the negligent activities of the Air Force, its officers, agents or employees, representatives or contractors in the performance of this agreement. The Air Force's liability will be subject to defenses available to it under CERCLA Section 107 and limitations on liability set forth in the Federal Tort Claims Act or other applicable Federal or state law. This agreement shall be subject to the availability of appropriated funds. IV. AMENDMENT AND TERMINATION OF AGREEMENT 1. This Agreement may be amended in writing by mutual agreement of the parties hereto. 2. This Agreement shall terminate two years after the execution date. If further discharge of treated groundwater is required after the end of this Agreement,AFP 4 may request renewal of this Agreement. 3. The Agreement may be terminated by the CITY if and when the CITY determines that AFP 4 groundwater discharge will subject the CITY to fines,penalties, administrative orders or any enforcement action by state or federal agencies, or require CITY to perform treatment to remove toxicity, including any additional biomonitoring requirements for compliance with CITY's Texas Pollutant Discharge Elimination(TPDES)permit. 4 V. VENUE Venue and jurisdiction of any suit, right, or cause of action arising under, or in connection with, this contract shall lie exclusively in the Federal Court having jurisdiction. / IN WITNE WHEREOF the parties hereto have made and executed this Agreement this day of , A.D., 2018. City of Fort Worth Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. oS Laly G. Joseph, REM Environmental Program Manager —? Title Attest: OST �to� By: LOY ecr Mr. Jesus Chapa itle: Assistant Ci ager y: Mr. erry ressley, REM - ..�: Title: Acting Asst. Dir. Customer Care Division Fort Worth Water Department A roved as to Form and Legality: A Date: 2 Ms. Chri Reynol Title : Asst. City Attorney US LAirce, AFCEC/CZR Date: 3 M KENNY R. J S , P.E., GS-15, DAF Title: Chief, nv ental Restoration Division OFFICIAL,RECORD CITE'SICRETAARY .WORTH,TX 5 _ _ k RfCEIVED g Zola CRY SECRETARY AUG- CONTFtAC1'N0. clvllli R owow VENDOR SERVICES AGREEMENT FOR EXECUTIVE SEARCH SERVICES This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and GOVHR USA, LLC ("Vendor"), an Illinois limited liability corporation, authorized to do business in Texas, acting by and through its duly authorized representative, 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 Vendor 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. Vendor hereby agrees,with good faith and due diligence,to provide executive search firm services for the recruitment of a Park and Recreation Assistant Director as described in"Exhibit A,"attached hereto and incorporated herein more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on August 1,2018("Effective Date')and shall expire on July 31,2019 (`'Expiration Date"),unless terminated earlier in accordance with this Agreement. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and"Exhibit B,"-Price Schedule. Total payment made under this Agreement for the fust year by City shall be in the amount of Twenty-Four Thousand Five Hundred Dollars and Zero Cents($24,500.00).Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. F_L RECORD Vendor Services Agreement—Executive Search Services CfTy g1110A' Page 1 of 15 GovHR,LLC • ��,� 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 Vendor 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 Vendor for services actually rendered up to the effective date of termination and Vendor 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, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor 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. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor, 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 Unauthorized Access.Vendor 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.Vendor 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,Vendor 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. RIGHT TO AUDIT. Vendor 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or Vendor Services Agreement—Executive Search Services Page 2 of 15 GovHR,LLC employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR 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 CA USED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSAND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS AND EMPLOYEES,FR OM AND A GAINSTANYAND ALL CLAIMS OR LAWSUITSOFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor 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 Vendor 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, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor 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 Vendor Services Agreement—Executive Search Services Page 3 of 15 GovHR,LLC expenses shall not eliminate Vendor'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, Vendor 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 Vendor terminate this Agreement,and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assitug ;lent. Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor 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 52,000,000 - Aggregate (b) Automobile Liability: 51,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, 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: Vendor Sen-rices Agreement--Executive Search Services Page 4 of 15 GovHR,LLC 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 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 Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. Vendor Services Agreement—Executive Search Services Page 5 of 15 GovHR,LLC 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Vendor 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 Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR 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 VENDOR: City of Fort Worth GovHR USA,LLC. Attn: Fernando Costa,Assistant City Manager Heidi Voorhees,President 200 Texas Street 630 Dundee Road, Suite 130 Fort Worth,TX 76102-6314 Northbrook,IL,60062 Facsimile: (817) 392-8654 Facsimile: 866-803-1500 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor 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. Vendor Services Agreement—Executive Search Services Page 6 of 15 GovHR,LLC 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 Vendor 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 Vendor'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 MAJEURE. City and Vendor 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 un I ess set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. Vendor Services Agreement—Executive Search Services Page 7 of 15 GovHR,LLC This Agreement, including Exhibits A, B and C,contains the entire understanding and agreement between City and Vendor, 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. Vendor 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 Vendor's option, Vendor 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 Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform, such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 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 rneditun 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, Vendor 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. Vendor Services Agreement—Executive Search Services Page 8 of 15 GovHR,LLC 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 any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor 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 Vendor 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. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 1 day of August, 201 S. (signature page follows) Vendor Services Agreement—Executive Search Services Page 9 of 15 GovtlR, LLC ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLUNCE MANAGER: By signing I acknowledge that I am the person �dvC.seL responsible for the monitoring and administration of By, this contract,including ensuring all performance and Name: Fernanda Costa reporting requirements. Title: Assistant City Manager Date: B y: Name: Lisa K. Totten APPROVAL RECOMMENDED: Title:Administrative Services Coordinator APPROVED AS TO FORM AND LEGALITY: — ug--a— By: Nae: Richard Zavala TitI : Director Park&Recreation By. Name: Richard McCracken ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: By: �QRT &C: N/A game: ser !fes Title: City Secreta ;y ............. TEX . VENDOR: ,._._..,. GovHR USA,LLC. ATTEST: By. ,f� Name: _ Heidi Voorhees Name: Title: President Title: Layiri e "4w r i,aYN Date: I OFFICIAL RECORD CITT'1f'r�8y1�13I ' Y Vendor Services Agreement—Executive Search Services Page 10 of 15 GOVHR,LLC EXHIBIT A SCOPE OF SERVICES The executive search firm shall set meetings with the Park and Recreation,Human Resources Department and others included in the hiring process of a Park and Recreation Assistant Director upon execution of a contract with the Park and Recreation Department. The search firm will: • Develop a recruitment brochure; • In addition to the major duties/responsibilities included in the position classification and departmental organizational structure,the firm will develop a candidate profile which reflects critical and pertinent issues.The process shall include input from key internal departmental stakeholders; • Develop a recruitment strategy including recommending appropriate advertisement to the Park and Recreation department; • Carry out recruitment process; • Screen all applications and create a recommended candidate list; • Assist with the interview process; • Perform appropriate background and reference checks • Outline a proposed schedule for profiling,advertising&recruitment,background screening, applicant selection and recommendation for interviewing and target time period for candidate interviews. The Park and Recreation Department will have complete authority over the interview process and the development of the interview questions. All candidate applications will be made available to this interview committee prior to the finalization of a candidate list. The search firm will be responsible for: , • Posting the position through local,regional and national channels,journals and publications if available and appropriate for the Park and Recreation industry. • Receiving and reviewing resumes of applications,determining that the candidates meet minimum qualifications and following up with telephone interviews to clarify each applicant's qualifications and experience. • The City of Fort Worth values diversity as a means to not only reflect the community but to also be able to embrace different views and ways of thinking. As such, it is expected that the vendor selected will provide a diverse group of finalists for consideration. • Preparing and presenting to the Park and Recreation and Human Resources Department a written/electronic summary of at least 8 candidates with the most promising qualifications and experience. • Assisting the Park and Recreation and Human Resources Department in evaluating these candidates and finther identifying the top candidates for serious consideration and interviews. Vendor Services Agreement—Executive Search Services—Exhibit A Page 11 of 15 GovHR,LLC • Conducting in-depth reference checks with individuals to evaluate candidates'past job performance,criminal history, financial background,and any other pertinent factors. • Ascertain the strengths and personal dimensions of each candidate and report to the Park and Recreation and Human Resources Department. • Advise the Park and Recreation and Human Resources Department of any other areas, services, or important steps to take that are not listed above. The search firm will: • Debrief the interview committee following each candidate interview and identify additional candidates if necessary. • Verify selected candidate's educational background, employment record,and any other information identified in the strategy process. • Notify applicants not selected Recruitment Schedule A detailed recruitment schedule will be provided in Phase I. The recruitment and selection process typically takes 90 days from the time the contract is signed until the candidate is appointed. The recruitment process includes the following milestones and deliverables: a Weeks 1 -2 On-site interviews of City officials and staff,development and approval of recruitment brochure; Deliverable: recruitment brochure Weeks 3 -8 Placement of professional announcements; candidate identification,screening, interview and evaluation by consultant; Week 9 Consultant recommendation to the City of qualified candidates; Deliverable: recruitment report Week 10 Selection of candidate finalists by the City; additional background and reference checks,report preparation and presentation; and Deliverable: interview reports including suggested questions and evaluation sheets n Weeks 11-12 Interviews of selected finalist candidates;recommendation of final candidate; negotiation,offer,acceptance and appointment Vendor Services Agreement—Executive Search Services—Exhibit B Page 12 of 15 GovHR,LLC EXHIBIT B PRICE SCHEDULE Summary of Costs(per recruitment) Price Recruitment Fee: 1 St recruitment $16,000 2nd and subsequent recruitments — $15,000 Recruitment Expenses: (not to exceed) 6,000 v Expenses include consultant travel,postage/shipping,telephone, support services, candidate due diligence efforts.copying etc. Expenses may be less if 2 or more recruitments are conducted simultaneously Advertising: 2,500* *Advertising costs over $2,500 will be placed only with client approval.If less than$2,500,Client is billed only for actual cost. • otal: st $3#,500 recruit�me Iiseaik "This fee does not include travel and accommodations for candidates interviewed. Recruitment brochures are produced as electronic files. Printed brochures can be provided, if requested, for an additional cost of$900. The above cost proposal is predicated on four consultant visits to the City;the first for the recruitment brochure interview process(up to two full days and one night,depending upon the client's needs; if additional days are needed they will be billed at $500 per half day and $950 for a full day, plus additional hotel charges, if required); the second to present recommended candidates; and the third and fourth for the candidate interview process(second round interviews are often scheduled a week or so following the first round interviews). Any additional consultant visits requested by the City will be billed at $125/hour; $500 for a half day and $950 for a full day. The additional visits may also result in an increase in the travel expenses and those expenses will be billed to the client. Payment for Fees and Services Professional fees and expenses will be invoiced as follows: l st Payment: 1/3 of the Recruitment Fee(invoice sent upon acceptance of our proposal.) Vendor Services Agreement—Executive Search Services—Exhibit B Page 13 of 15 GovHR,LLC 2nd Payment: 1/3 of the Recruitment Fee and expenses incurred to date(invoice sent following the recommendation of candidates.) Final Payment: 1/3 of the Recruitment Fee and all remaining expenses (invoice sent after recruitment is completed.) Recruitment expenses and the costs for printing the Recruitment Brochure will be itemized in detail. Payment of invoices is due within thirty(30) days of receipt. Vendor Services Agreement—Executive Search Services—Exhibit B Page 14 of 15 GovHR, LLC EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY FULL LEGAL NAME OF COMPANY: GOVHR USA,LLC LEGAL ADDRESS: 630 Dundee Road,#130,Northbrook,1160062 SERVICES TO BE PROVIDED: Park & Recreation Assistant Director Executive Search Firm Services Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor 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 Vendor. 1. Name: Sae-1(eve ECX-V- Position: C Signature 2. Name: E-kRQ Q t 1lpor�ees Position: C� - ` CI A�,.LZ4 Signature 3. Name: Position: Signature Name: . Qiu—,&- Signature of President/CEO Other Title: Date: (— /I Vendor Services Agreement—Executive Search Services—Exhibit B Page 15 of 15 GovHR,LLC DATE(MM/DD/YYYY) A�0® CERTIFICATE OF LIABILITY INSURANCE 8/2/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT lect NAME: Se Assurance Agency, Ltd PHONE FAX 1750 E Golf Road A/C No Ext: 8477975700 A/c No): 847 440-9130 Suite 1100 ADDRESS: select@assuranceagency.com Schaumburg IL 60173 INSURERS AFFORDING COVERAGE NAIC# INSURERA:Everest Insurance Co INSURED GOVHUSA-01 INSURER B: Lloyds of London GovHR USA, LLC GovTemps USA, LLC INSURERC: Hartford Fire Insurance 38288 630 Dundee Rd INSURER D: #130 INSURER E: Northbrook IL 60062 INSURER F: COVERAGES CERTIFICATE NUMBER:163778833 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSD WVD SUER POLICY NUMBER MM LICY EFF POLICY EXP LTR/D/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 91ML001668181 717/2018 7/7/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY 91ML001668181 717/2018 717/2019 COEaMBINED ccident SINGLE LIMIT $1,000,000 a ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIREDX NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR 9100001265181 717/2018 717/2019 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I X I RETENTION$ $ WORKERS COMPENSATION PER OR 83WECBZ8768 3!7/2018 3!7/2019 X AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVEF-1 N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Crime 91CR000639181 7!7/2018 7!7/2019 Limit:100,000 Deductible:1,000 B Cyber Liability ESH00645883 7!7/2018 7!7/2019 Aggregate:250,000 A Employment Practices Liability 91ML001668181 717/2018 717/2019 Occurence:1,000,000 Agg.:1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) It is agreed that the City of Forth is added as Additional Insured,when required by written contract,on the General Liability and Automobile Liability with respect to operations performed by the Named Insured in connection with this project. A Waiver of Subrogation in favor of the Additional Insureds applies to the Worker's Compensation policy only,when required by written contract and where allowed by law. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. 200 Texas Street ATTN: Fernando Costa,Assistant City Manager AUTHORIZED REPRESENTATIVE Forth Worth TX 76102 qy ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Form W-9 Request for Taxpayer Give Form to the (Rev.December 2014) Identification Number and Certification requester.Do not Department of the Treasury ury send to the IRS. Internal Revenue Service 1 Name(as shown on your income tax return).Name is required on this One:do not leave this One blank. GovHR USA,LLC N 2 Business nameldisregarded entity name,if different from above m f1 m c 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to o ❑Individuaysole proprietor or ❑ C Corporation S C certain entities,not Individuals;see H orpo ❑ Corporation ❑ Partnership ❑Trust/estate instructions on page 31: c single-member LLC Exempt payee code Of any) 3 ✓❑Umited liability company.Enter the tax classification(C-C corporation,S-S corporation,P=partnership)► P 0 2 Note.For a single-member U.0 that is disregarded,do not check LLC;check the appropriate box in the line above for Exemption from FATCA reporting y the tax clawificadon of the single-member owner. code of any) _ c EL ❑Other(see instructions)► Norwaaceorasm.,aneaftleaimeusa 4 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) v a 630 Dundee Road,Suite 130 a City,state,and ZIP code d C* Northbrook, IL 60062 7 List account number(s)here(optloneQ EM Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given an line 1 to avoid Social security number backup wlien,sole For individuals,this is generally your social security number(page However,fora _M — resident alien,cote proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities,it is your employer Identification number(EIN).If you do not have a number,see Now to get e FM TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for I Employer identification number guidelines on whose number to enter, —1015191818M97 Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 em a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification Instructions.You must cross out item 2 above If you have been notified by the iRS that you are currently subject to backup wittiheiding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement ORA),and generally,payments other than Interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the Instructions on page 3. Sign signature of Here U.B.person' , -lit{}1�) taste► �.]C3�v� ( , I8 General Instructions •Form 1098(home mortgage interest),1098-E(student loan Interest),1098-T (tuition) Section references are to the internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Forth W-9(such .Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release It)is at www.Irs.gov/f0. Use Form W-9 only if you are a U.S.person(including a resident alien},to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information 11 you do not return Form W-9 to the requester with a TiN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TiN) to backup withholding.See What Is backup withholding?on page 2. which may be your social security number(SSN),Individual taxpayer identification By signing the filled-out form,you: number OTiM.adoption taxpayer Identification number(ATIN),or employer 1.Certify,that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an Information return the amount paid to you,or other amourt reportable on an information return.Examples of Information to be issued), returns include,but are not limned to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1090-INT(Interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(various types of Income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively corrected income.and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form Of any)indicating that you are brokers) exempt from the FATCA reporting,sporting,b correct.See What is FATCA reporting?on •Form 1099-S(proceeds from real estate transactions) page 2 for further information, i •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-$(Rev.12-2014)