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HomeMy WebLinkAboutContract 52746 CITY SECRETARY CONTRACT NO. 5-1 71tU d=CEIVED SEP—5 2019 MASTER PROFESSIONAL SERVICES AGREEMENT CITY OFFORTVypRTM BETWEEN THE CITY OF FORT WORTH CITY SECRETARY AND GOVHR USA LLC 'This PROFESSIONAL SERVICES AGREEMENT("Agreement')is made and entered into by andbetween the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and GovHR USA, LLC ("Consultant'), a foreign limited liability company, acting by and through Heidi Vorhees, its duly authorized President,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;and 2. Exhibit A—Scope of Services; and 3. Exhibit B—Sample Statement of Work Exhibit A and B, 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 and B 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. Consultant agrees to provide City with recruiting and talent acquisition services in connection with filling employment vacancies at higher level positions within the City, which services include but are not limited to position assessment, brochure development, advertising, candidate recruitment and outreach, candidate evaluation and screening, recommendation of candidates, the interviewing process and appointment of candidates. The recruitment and selection process for each vacancy is referred to in this Agreement as a"Search." Exhibit"A,"-Scope of Services more specifically describes the process to be undertaken for each Search and the obligations of each party. 1.1 Services: The Consultant agrees to perform certain services necessary for completion of the Search, which shall be broken down into phases which are summarized below with more details of Consultant's scope of work depicted in Exhibit A: (a) Phase 1:Position Assessment,Position Announcement and Brochure Development a. Group interviews with representatives from City shall be held to develop a position announcement and recruitment brochure along with a recruitment timetable (b) Phase 2:Advertising,Candidate Recruitment and Outreach a. Position Announcement will be placed on professional online publications and a database will be developed with potential candidates from across the country. (c) Phase 3: Candidate Evaluation and Screening a. Consultant shall review candidates credentials based on what is listed in the recruitment brochure and candidates will be interviewed by Consultant via a live video platform Professional Services Agreement Between the�ity of Fort Worth and GovHR USA,LLC OFFMIA14&OR® SEp 1 2019 CITY SECRETARY coF�fl�tw°tm� FT. WORTH,TX ccccsccc�� b. Formal and informal references and an internet/social media search of each candidate will be conducted to identify skills of candidates. (d) Phase 4: Presentation of Recommended Candidates a. Consultant shall prepare a recruitment report that presents credentials of candidates most qualified for the position. b. Consultant will meet with City to review the recruitment report and discuss the potential candidates. (e) Phase 5: Interviewing Process a. Consultant will develop first and second round interview questions for City's review and comment. b. Interview books will be provided to City for each candidate along with an interview schedule. c. Consultant shall coordinate travel and accommodations and will conduct detailed background checks into each of the selected candidates. (f) Phase 6: Appointment of Candidate a. Consultant shall assist City with salary and benefit negotiations and drafting an employment agreement, if appropriate and notify other applicants of the final appointment. The Consultant is retained only for the purposes set forth in the Agreement and as listed in Exhibit A. Nothing in this Agreement shall allow Consultant to evaluate, advise on, modify, confirm, or reject the decisions and approvals of the City, except as expressly agreed to in the Search and each Statement of Work. 1.2 Search Engagement: Each Search will be conducted based on an agreed upon statement of work. The statement of work will include certain deliverables, a time schedule indicating when certain portions of the services will be complete, billing terms, Responsibilities of the City and other various provisions as necessary ("Statement of Work"). Each Statement of Work will be defined and incorporated as an addendum to this Agreement. An example of the Statement of Work is attached as Exhibit "B" to tltis Agreement. Each Statement of Work will be subject to all requirements as listed in the Scope of Services attached this agreement as Exhibit A. 2. TERM. This Agreement shall become effective upon execution by both patties("Effective Date"). Services pursuant to this Agreement shall be provided by Consultant for a period of one(1)year from the Effective Date, unless terminated earlier in accordance with Section 4 of this Agreement(such one-year period being the"Initial Term"). City shall have the option to renew this Agreement under the same terms and conditions for up to four (4) consecutive additional periods of one year each (each a "Renewal Term"). The Initial Term and any Renewal Term may be referred to herein individually as a"Term." City shall provide written notice to Consultant no less than 30 days prior to the expiration of the then-current Term, if City, in its sole discretion, exercises its option to renew this Agreement. 3. COMPENSATION. 3.1 General Provisions. The maximum amount to be paid to Contractor by City for all Services, including any Reimbursable Expenses, provided pursuant to or in relation to this Agreement listed on any applicable Statement of Work, shall not exceed Two Hundred Fifty Thousand Dollars(S250,000.00)annually. The City shall pay Consultant in accordance with the Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 2 of 22 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. City agrees to pay all invoices of Consultant within thirty(30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%)per month,or, if less,the highest rate permitted by law. 3.2 Recruitment Fee Structure. 3.2.1 Initial Posting. In the event the City enters into a Statement of Work for the initial posting of a position (Initial Posting), the City agrees to pay the Consultant fifteen thousand dollars ($15,000.00)per Search(Recruitment Fee). 3.2.2 Re-Posting. If the selected candidate (other than an internal candidate) should be terminated or resigns within the first twenty four(24)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 one additional Search(Re-Posting)as contemplated herein if requested by City within six months of the initial selected candidate's departure for no additional Recruitment Fee under section 3.2.1,but Consultant shall be entitled to Reimbursable Expenses in accordance with section 3.3. Any Re-Posting invoked by the City will include all services by the Consultant that are required under an Initial Posting. 3.3 Reimbursable Expenses: Consultant may seek reimbursement for recruitment expenses including consultant travel, candidate travel, candidate lodging, shipping, technology support services,candidate due diligence efforts("General Expenses")and advertising costs("Advertising Expenses") (collectively "Reimbursable Expenses"). The City shall reimburse Consultant for Reimbursable Expenses incurred under each Statement of Work provided however that all such expenses must be approved by the City in advance. General Expenses shall not exceed Eight Thousand dollars($8,000)per each Statement of Work and Advertising Expenses shall not exceed Two Thousand, Five Hundred dollars ($2,500.00) per each Statement of Work. In case of a Re- Posting the City shall reimburse Consultant for actual expenses as agreed in writing but not to exceed$8,000.00 in General Expenses and$2,500 in Advertising Expenses for each Re-Posting. The Consultant shall provide the City with a listing of the Reimbursable Expenses by category of expense as a part of monthly invoices that will be submitted to the City until the applicable Search is complete. The Consultant will be required to provide receipts along with the invoice to justify the amount being billed on the monthly invoices. Reimbursable Expenses will be invoiced at Cost to the City with no mark up by Consultant. 3.4 Additional Service Expenses. Consultant offers separate services not included in the Recruitment Fee as listed in 3.2.1 of this Agreement ("Additional Services"). These services include leadership/personality assessments, one-way video interviews, "360 degree Performance Evaluation" and printed brochures ("Additional Services') which are more fully described in Exhibit A. In the event the City desires Additional Services, the City shall indicate on the applicable Search's Statement of Work what Additional Services will be requested. The Statement of Work will indicate the negotiated price to be paid by City to Consultant for the Additional Services. Upon the completion of any Additional Service by Consultant, the Consultant shall provide the City with a listing of Additional Services completed on the applicable monthly invoice submitted to the City for a specific Search. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 3 of 22 3.5 Payments: 3.5.1 Structure of Payments. Each Statement of Work for a Search shall re-state the Consultant's Recruitment Fee to be paid as it is listed in this Agreement. The Recruitment Fee shall be structured as three(3)payments with the first payment equaling one third(1/3)of the total as the retain/deposit and the last two(2)payments each equaling one third(1/3)of the total due. Consultant shall submit invoices for each of the three(3)payments for the Recruitment Fee with such invoices corresponding to project milestones as follows: a. Execution of Statement of Work b. Identification of Qualified Candidates or at other date specified in Statement of Work c. Seven days after Candidate begins work at the City 3.5.2 Invoice. Each invoice shall reference the applicable Statement of Work by addendum number. Reimbursable Expenses will be invoiced on a monthly basis until completion of the assignment. If an invoice is seeking both payment of a Recruitment Fee and Reimbursable Expenses, each said amount will be identified separately on the invoice. On each invoice, the Consultant shall separately list the total amount for both Recruitment Fees and Reimbursable Expenses for which invoices were previously submitted during the then-current annual contract period (either initial term or Renewal Period) and the total amount of Fees and Reimbursable Expenses for the entire period, including those amounts being requested under the then-current invoice. In 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 Recruitment Fees, Reimbursable Expenses, and Additional Service Expenses to the individual identified as the employing department's liaison in the applicable Statement of Work and also submit a copy to the Talent Acquisition Manager in the Human Resources Department, 200 Texas Street, Fort Worth, Texas 76102. On full and final completion of the Services for a Statement of Work, the Consultant shall submit a final invoice; including any unpaid Reimbursable Expenses or Additional Service Expenses pursuant to subsection 3.3. 3.4.3 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 Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 4 of 22 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 with or without cause 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 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 trade 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 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. RIGHT 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 Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 5 of 22 space in order to conduct audits in compliance with the provisions of this section.City shall give Consultant reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement,and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeact 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 subcontractor 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 subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGEAND/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, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANYXIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANYRESUL TING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THEEXTENT CAUSED BY THE NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTYINDEMNIFICATION —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 Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 6 of 22 of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation;or(c)replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,sub Consultant shall execute a written agreement with Consultant referencing this Agreement under which sub Consultant 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: $1,000,000- Each occurrence on a combined single limit basis Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 7 of 22 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-V1I 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. Professional Services Agreement Between the City of Fort Worth and GOvFfR USA,LLC Page 8 of 22 (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,subcontractors 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, SUBCONTRACTORS 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 GovHR USA, LLC Attn: Jesus J. Chapa,Assistant City Manager Attn: Heidi Vorhees, President 200 Texas Street 630 Dundee Road, Suite 130 Fort Worth,TX 76 1 02-63 1 4 Northbrook, IL 60062 Facsimile: (817) 392-8654 (847)3803243 Facsimile: (866)4013100 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 Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 9 of 22 Consultant , any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. 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 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 had the opportunity to review and revise 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 Exhibit A. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 10 of 22 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 Exhibit A, contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional 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 tender 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 Professional Services Agreement Between the City of Fort Worth and GovHR USA, LLC Page 11 of 22 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 ofthe entity.This Agreement and any amendment hereto, may be executed by the Managing Partner of Consultant whose name,title and signature is affixed on the Signature Page of this Agreement.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto.Any signature delivered by a party by facsimile or other electronic transmission(including email transmission of a portable document file(pdf)or similar image)shall be deemed to be an original signature hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP. Consultant shall notify City's Purchasing Manager, in writing,of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payment. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Consultant has fewer than 10 employees or the 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, 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 Addendum, Consultant certifies that Consultant's signature provides written verification to City that Consultant: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. (Signature page to follow) Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 12 of 22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of 20� ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: `5, By signing I acknowledge that I am the person ,�� responsible for the monitoring and administration of By: -► this contract,including ensuring all performance and 6 Name: Jesus J. Chapa reporting requirements. Title: Assistant City Manager Date: _ By: Name: ITeefia,Kovuru APPROVAL RECOMMEN ED: Title: Talent Acquisition Manager APPROVED AS TO FORM AND LEGALITY: By: ge: rian D' rson Direct o Human Resources By. Name: Thomas R.flansen ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: .. M8 j.995?ao3ay�9 By: N me: Mary Ka ,ar Title: City Secr (}:' CONSULTANT: GovHR USA,LLC ' "' z a,;,. ATTEST: AaBy: By: Name: Heidi Vorhees 'Name: L4Un _ Title j President Tit Date: /g Date: jFpQ OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC Page 13 of 22 EXHIBIT A SCOPE OF SERVICES This Exhibit "A" is attached to and made a part of the Master Professional Services Agreement between the City of Fort Worth (City) and GovHR USA, LLC (Consultant) (the "Agreement"). Any term used in this Exhibit shall have the meaning given to that term by the Agreement. The Scope of Services under the Agreement is described as follows: A typical recruitment and selection process takes approximately 175 hours to conduct.At least 50 hours of this time is administrative, including advertisement placement, reference interviews, and due diligence on candidates.Consultant shall professionally administer City's recruitment and will provide City with a diverse pool of highly qualified candidates for City's executive search. City will be informed of the progress of a recruitment throughout the entire process. Consultant shall always be available by mobile phone or email should City have a question or need information about the recruitment. Consultant shall conduct the following approach to City's recruitment, subject to City's requests for modification: Phase 1—Position Assessment, Position Announcement and Brochure Development Phase I will include the following steps: ➢ Consultant shall conduct one-on-one or group interviews with elected officials, appointed officials, staff, business community representatives and any other stakeholders identified by the City to develop a Recruitment Brochure for the position the City is filling. The Proposal assumes up to two full days and one night depending upon the City's needs. Consultant can also utilize dedicated email and surveys to obtain feedback from stakeholder groups.Previous clients have invited community leaders to meetings with our consultants; other clients have developed surveys for the community or organization; and some clients request we use a combination of these methods to fully understand community and organizational needs and expectations for the position being filled. Consultant shall work closely with City on the format that best meets the City's needs. We can also provide an option to conduct stakeholder interviews over the telephone or via video conference call. This can be determined per recruitment. ➢ Consultant shall develop a Position Announcement. ➢ Consultant shall develop a detailed Recruitment Brochure for City's review and approval. ➢ Consultant shall work with the City and agree upon a detailed Recruitment Timetable —a typical recruitment takes 90 days from the time a client signs the contract until client is ready to appoint the finalist candidate. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit A Page 14 of 22 Phase 11 —Advertising, Candidate Recruitment and Outreach Consultant shall make extensive use of social media as well as traditional outreach methods to ensure a diverse and highly qualified pool of candidates. In addition, the Consultant's website is well known in the local government industry and typically has 5,000 visits to Consultant's website each month. Finally,Consultant shall develop a database customized to City's recruitment and can do an email blast to thousands of potential candidates. Phase 11 will include the following steps: :- Consultant shall place the Position Announcement in appropriate professional online publications. In addition to public sector publications and websites, outreach will include Linkedln and other private sector resources. Consultant shall provide the City with a list of where Consultant intends to place the position announcement. Consultant shall develop a database of potential candidates from across the country unique to the position and to the City, focusing on the leadership and management skills identified in Phase I as well as size of organization, and experience in addressing challenges and Opportunities also outlined in Phase 1. This database can range fiom several hundred to thousands of names depending on the parameters established for the outreach. Outreach will be done in person, and through e-mail and telephone contacts. Consultant has extensive knowledge of the municipal government industry and will personally identify and contact potential candidates. With more than 600 collective years of municipal and consulting experience among Consultant's team, Consultant often has inside knowledge about candidates. Phase III—Candidate Evaluation and Screening Phase III will include the following steps: i Consultant shall review and evaluate candidates' credentials considering the criteria outlined in the Recruitment Brochure. Candidates will be interviewed by Consultant on a live video platform to fully grasp their qualifications, experience and interpersonal skills. The interviews include asking specific questions about their experiences and skill sets as well as asking questions specific to the position. Consultant shall ask follow up questions and probe specific areas. By utilizing video interviews Consultant will have an assessment of their verbal skills and their level of energy for and interest in the position. i Consultant shall conduct formal and informal references and an internet/social media searches of each candidate to fiirther verify candidates' abilities, work ethic, management and leadership skills, analytical skills, interpersonal skills, ability to interact with the media, and any areas identified for improvement. Professional Services Agreement Between the City of Fort Worth and GovHR USA, LLC -Exhibit A Page 15 of 22 ➢ All resumes will be acknowledged and contacts and inquiries from candidates will be personally handled by Consultant, ensuring that the City's process is professional and well regarded by all who participate. Phase IV—Presentation of Recommended Candidates Phase IV will include the following steps: ➢ Consultant shall prepare a Recruitment Report that presents the credentials of those candidates most qualified for the position. City will advise Consultant of the number of reports City will need for the individuals involved in this phase of the recruitment and selection process. Consultant shall provide a binder which contains the candidate's cover letter and resume. In addition, Consultant shall prepare a"mini"resume for each candidate,so that each candidate's credentials are presented in a uniform way. Consultant shall provide City with a log of all candidates who applied. City may also review all the resumes, if requested. ➢ Consultant shall meet with City on-site or via conference/video call to review the Recruitment Report and expand upon the information provided. The report will arrive two to three days in advance of the meeting,giving City the opportunity to fully review it.In addition to the written report, Consultant shall spend 2 to 3 hours discussing the candidates by reviewing their video interviews and providing excerpts from the references Consultant will have conducted on the individuals. Phase V Interviewing Process Phase V will include the following steps: ➢ After the Recruitment Report is presented, the Interviewing Process will be finalized including the discussion of any specific components City deems appropriate,such as a writing sample or oral presentation. ➢ Consultant shall develop the first and second round interview questions for City's review and comment.Consultant shall provide City with interview books that include the credentials each candidate submits,a set of questions with room for interviewers to make notes,and evaluation sheets to assist interviewers in assessing the candidate's skills and abilities. ➢ Consultant shall work with City to develop an interview schedule for the candidates, coordinating travel and accommodations. In addition to a structured interview with the City, the schedule will incorporate a tour of Fort Worth's facilities and interviews with senior staff, if the City so desires. ➢ Once candidates for interview are selected,additional references will be contacted,along with verification of educational credentials, criminal court, credit, and motor vehicle and records checks. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit A Page 16 of 22 ➢ Consultant recommends a two-step interviewing process with (typically) five or six candidates interviewed in the first round. Following this round, Consultant strongly suggests that two or three candidates are selected for second round interviews. Consultant shall prepare a second round of interview questions and an evaluation sheet. ➢ Consultant shall be present for all the interviews, serving as a resource and facilitator. The City can also opt to not have Consultant present at the interviews. It is completely up to the City. Phase VI—Appointment of Candidate ➢ Consultant shall assist City as much as City requests with the salary and benefit negotiations and drafting of an employment agreement,if appropriate. ➢ Consultant shall notify all applicants of the final appointment, providing professional background information on the successful candidate. Recruitment Schedule A detailed recruitment schedule Shall be provided by Consultant in Phase I. The recruitment and selection process typically takes 90 days from the time the contract is signed until the candidate is appointed. Consultant will work with City on a shorter process, should City so desire. Our typical recruitment process includes the following milestones and deliverables: 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. Deliverable: Interview Reports including suggested questions and evaluation sheets Weeks 11-12 Interviews of selected finalist candidates; recommendation of final candidate; negotiation, offer, acceptance and appointment Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit A Page 17 of 22 Summary of Costs Recruitment Fee: $15,000 Reimbursable Expenses(not to exceed) Not to Exceed Amounts General Ex enses:Expenses include consultant travel,candidate travel,candidate $8,000 lodging, shipping, technology support services, candidate due diligence efforts, etc. (Consultant will travel only with client approval) Advertising Expenses: Many position specific websites require fees for posting $2,500 positions. Consultant shall develop a list of advertising locations (City can approve these locations before Consultant places the ads) and will provide advertising on position specific websites, including advertising on LinkedIN, the National Forum for Black Public Administrators,the Local Government Hispanic Network and postings on the Emerging Local Government Leaders ebsite. Consultant also typically advertises with Strategic Government Resources Advertising Expenses over$2,500 will be placed only with client approval.If less than$2,500, Client is billed only for actual cost. 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 City's needs. If additional days are needed, upon City's written approval, City 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). Consultant Guarantee Consultant shall assist City until an acceptable candidate is appointed to the position. Therefore, no additional professional fee would be incurred should the City not make a selection from the initial group of recommended candidates and request additional candidates be developed for interview consideration. Additional reimbursable expenses may be incurred should the situation require Consultant travel to Fort Worth beyond the planned four visits. Upon appointment of a candidate, Consultant shall provide the following guarantee: should the selected and appointed candidate, at the request of the City or the employee's own determination, leave the employ of the City within the first 24 months of appointment,Consultant shall, if desired by City,conduct one additional recruitment for the cost of reimbursable expenses only,if requested to do so within six months of the employee's departure. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LL.0 -Exhibit A Page 18 of 22 Additional Services Citizen Involvement in the Recruitment Process As a part of the full scope recruitment process, Consultant regularly conducts and/or facilitates stakeholder meetings with citizens,community organizations,other units of local government,etc. These meetings can occur in the evening or during the day. Consultant may also develop a survey monkey tool that can also be used if requested by City for outreach or Consultant can develop a dedicated email to receive feedback — fortworthfirechieffeedback(ar,,govhrusa.com for example. There is no extra charge for this level of stakeholder meetings,provided it can be done within the parameters of the initial on site visit. For more in-depth citizen feedback, Consultant has entered into an exclusive strategic partnership with Polco.Polco is a private company that provides the tools for municipalities to collect citizens' views on an ongoing basis. Community responses are validated using the local voter database to verify the responses. Civic engagement is enhanced by using websites,widgets, and apps to meet the citizens where they are. Citizens become more active and informed participants in the process by voicing their views to municipal leaders and other citizens. Polco makes voicing opinions accessible, easy and convenient. It is an excellent tool that can be used to solicit input during the recruitment process and can be used in the future for a wide variety of purposes related to civic engagement.This is an optional service. Pricing available upon request and will be considered an "Additional Service"as referenced in the Agreement. Leadership/Personality Assessments Consultant has experience working with a wide variety of leadership and personality assessment tools, depending on the qualities and experiences the client is seeking in their candidates. These include but are not limited to Luminaspark, Caliper, DISC and others. Typically these tools cost $300 per candidate to administer. This fee is not included in the quoted Recruitment Fee or Reimbursment Fees but would be considered an will be considered an "Additional Service" as referenced in the Agreement. One-Way Video Interviews Candidates Consultant recommends for City's consideration can complete a one-way video interview with 3 to 5 questions that will be recorded for an additional fee.The City can then review these interviews at City's convenience prior to making a decision on which candidates to invite for interview. Each video interview is approximately 15 minutes long. The cost for this service is $100 per candidate. This is completely separate from the hour long video interview Consultant conducts for Consultant's internal screening of candidates prior to recommending them to the City for consideration. This will be considered an"Additional Service"as referenced in the Agreement. Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit A Page 19 of 22 Optional 3601 Evaluation As a service to the City, Consultant offers the option to provide City with a proposal for a 360' performance evaluation for the appointed position at about six months into his or her employment. This evaluation will include seeking feedback from both Elected Officials and Department Directors, along with any other constituent the City feels would be relevant and beneficial. This input will be obtained on a confidential basis with comments known only to the consultant. If City is interested in this option, Consultant will prepare a proposal for this service. Typically this fee is $1000/per day or$125/per hour. Additional Consultant Visits Any additional consultant visits requested by the City will be billed at $125/hour; $500 for a half day and $950 for a frill day. The additional visits may also result in an increase in the travel expenses and those expenses will be billed to City but only after City approval is granted for the additional services and expenses. Printed Recruitment Brochures Recruitment brochures are produced as electronic files and provided as part of the Recruitment Fee. However, if the City desires printed brochures, they can be provided, if requested, for an additional cost of$900.00. Professional Services Agreement Between the City of Fort Worth and Gov1JR USA,LLC - Exhibit A Pa`e 20 of 22 EXHIBIT B SAMPLE STATEMENT OF WORK Addendum No._ Statement of Work this Addendum No._-Statement of Work(SOW)is made as of this_day of July,20_, under the terms and conditions established in the MASTER PROFESSIONAL SERVICES AGREEMENT between the City of Fort Worth("City')and GovHR USA,LLC("Consultant"), the same being Fort Worth City Secretary Contract(CSC)No. (the"Master Agreement or"MSA".) This Statement of Work is made for the following purposes,consistent with the services defined in the Master Agreement: The recruitment and hiring of a new(requested position)at the City of Fort Worth. Consultant shall perform the functions identified within the Scope of Services listed in the Master Agreement in its execution ofthis Statement of Work. Section A. Summary of Services Recruitment Services that will include the following phases of work: a) Phase 1:Position Assessment.Position Announcement and Brochure Development b) Phase 2:Advertising,Candidate Recruitment and Outreach c) Phase 3:Candidate Evaluation and Screening d) Phase 4:Presentation of Recommended Candidates e) Phase S:Interviewing Process f) Phase 6:Appointment of Candidate Key Tasks: Deliverables and/or other results of services: Successful Hirc of the for the City of Fort Worth Section B.Schedule:To begin immediately and conclude by 20_. Section C.Compensation,Reimbursable Expenses,and Billing Terms: Processing sad payment of Fees and Reimbursable Expenses,including the structure of payments and invoicing therefor, shall be in accordance with the Master Professional Services Agreement. The total Fee that shall be paid to Consultant for the recruitment and hiring of a new for the City of Fort Worth shall be in accordance with section 31.1 of tha Master Service Agreement In.submitting invoices,Consultant shall provide copies of receipts for all Reimbursable Expenses under subsection 3.3 and shall reference the appropriate Statement of Work Further,as indicated within section 3.5.2 of the Master Service Agreement,on each invoice,the Consultant shall separately list the total amount for both Fees and Reimbursable Expenses for which invoices were previously submitted during the then-current.annual contract period(either initial term or Renewal Period)and the total amount of Fees and Reimbursable Page I of 2 Addendum No._ of Agrcemeta between City of Fat Worth and GovHR USA LLC for(Position to be filled) Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit B Page 21 of 22 Expenses for the entire period,including those amounts being requested under the then-current invoice. If the City requests additional documentation of expenses,the Consultant shall provide such information if available. Consultant shall submit invoices for Recruitment Fees and Reimbursable Expenses to with the Department of the City of Fort Worth and to the Talent Acquisition Manger within dw Human Resources Department,200 Texas Streit,Fort Worth,Texas 76102. On full and final completion of the Services for a Statement of Work,the Consultant shall submit a final invoice;including any unpaid Reimbursable Expenses pursuant to subsection 3.3. Any Reimbursable Expenses shall be paid to Consultant in accordance with section 3.3 of the Master Service Agreement. Further, the structure of any payments made to Consultant will be in accordance with section 3.5 of the Master Service Agreement-As indicated. Section D. City's Responsibility:City shall provide all requisite data needed by Consultant to perform a diligent search for a viable candidate. Section E.Other Provisions. Executed in multiple originals on this the day of_20,_. CITY OF FORT WORTH,TEXAS: GovIIR USA,LLC By.— By: Name. Name: Title:Assistant City Manager Title: Date: Date: Page 2 of 2 Addendum No. of Agmment between City of Fort worth and GovHR USA.LLC for(Pbsition to be L-Mcd) Professional Services Agreement Between the City of Fort Worth and GovHR USA,LLC -Exhibit B Page 22 of 22