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HomeMy WebLinkAboutContract 53503 7 Ssbae,RY��7�OV PROFESSIONAL SERVICES AGREEMENT EXECUTIVE SEARCH SERVICES This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager,and SearchWide Global, Inc. ("Consultant"), a Minnesota 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 Professional Services Agreement; 2. Exhibit A - Scope of Services; 3. Exhibit B - Price Schedule; and 4. Exhibit C- Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees, with good faith and due diligence,to provide executive search firm services for the recruitment of the Assistant Director(General Manager for the Convention Center) for the City's Public Events Department as described in Exhibit "A", which is attached hereto and incorporated herein and which more specifically describes the Services to be provided hereunder ("Services"). 2. TERM. This Agreement shall begin on January 27, 2020("Effective Date") and shall expire on June 30, 2020("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up to three(3) one-year renewal periods. 3. COMPENSATION. City shall pay Consultant in accordance with the fee schedule of Consultant 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 during the Initial Term by City to perform the Services will be in an amount not to exceed Sixty Thousand Dollars and No Cents (S60,000.00). Consultant will 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 Consultant not specified by this Agreement unless City first approves such expenses in writing. Professional Services Agreement—Executive Search Services Page 1 of 14 SearchWide Global, Inc. CITY SECRETARY 4. TERMINATION. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 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 space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. Any candidate information, documents, or Professional Services Agreement—Executive Search Services Page 2 of 14 SearchWide Global, Inc. records NOT presented to the City, shall remain confidential and not available to the city, public or 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,consultants and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees,and Consultant, its officers, agents, employees, servants, vendors 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 subcontractors of Consultant.Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIAnii.I T i AND INDEMNIFICATION. 8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTYLOSS,PROPERTYDAMAGEAND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND 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 EMPL OYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, (INCL UDING,B UT NOT LIMITED TO,PROPERTYDAMAGE AND LOSS AND PERSONAL INJURY,INCLUDING DEATH) TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS 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 Professional Services Agreement—Executive Search Services Page 3 of 14 SearchWide Global, Inc. such settlement, negotiations, or lawsuit as necessary to protect City's interest,and City agrees to cooperate with Consultant in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for 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,the subcontractor shall execute a written agreement with Consultant referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000- Aggregate Professional Services Agreement—Executive Search Services Page 4 of 14 SearchWide Global, Inc. (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability(Errors& Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials,agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of City. (c) A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten(10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- V1I in the Professional Services Agreement—Executive Search Services Page 5 of 14 SearchWide Global, Inc. 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 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 TIDS 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 SearchWide Global Attn: Assistant City Manager Mark Gnatovic 200 Texas Street Exec. Vice President Fort Worth, TX 76102-6314 680 Commerce Drive St. Paul, MN 55125 With copy to Fort Worth City Attorney's Office at same address Professional Services Agreement—Executive Search Services Page 6 of 14 SearchWide Global, Inc. 14. SOLICITATION OF EMPLOYEES. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ,whether as employee or independent contractor, any person who is or has been employed by the other 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 reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved Professional Services Agreement—Executive Search Services Page 7 of 14 SearchWide Global, Inc. against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Consultant,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty,or(b) refund the fees paid by City to Consultant for the nonconforming services. In addition, in the event that the referred candidate is hired by the City and, thereafter, is discharged or voluntarily terminates employment with the City within twelve (12)months of hiring, Consultant will search for a replacement candidate or search for a candidate for a different position with the City at no additional Fee (as hereinafter defined). 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 (1-9). 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 TIDS 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 Professional Services Agreement—Executive Search Services Page 8 of 14 SearchWide Global, Inc. documentation,created, published, displayed,and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,trademark,trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE AUIHORITY. 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 Consultant 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. 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 payments. 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 13 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 Consultant 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. Professional Services Agreement—Executive Search Services Page 9 of 14 Search Wide Global, Inc. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on the dates set forth below. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By. Name: Jesus Chapa this contract,including ensuring all performance and Title: Assistant City Manager reporting requirements. Date: By: dighata(-�am'e4:Andrea APPROVAL RECOMMENDED: Title: Assistant Director, Public Events By: 092=== Name: Michael Crum APPROVED AS TO FORM AND LEGALITY: Title: Director,Public Events By: ATTEST: Name: Tyler F. Wallach Title: Senior Assistant City Attorney By: �� ...� CONTRACT AUTHORIZATION: a e: Mary Kayser -` UR ` C: NIA. Form 1295: NIA Title: City Secretary .d ACONSULTANT:_ U 2 Name: Mark GnatovicAs Title: Executive VP Date: 2/4/2020 OFFUAL RECORD; OTY SECRETARY Professional Services Agreement—Executive Search Services Page 10 of 14 SearchWide Global,Inc. EXHIBIT A SCOPE OF SERVICES SearchWide Global NEEDS ASSESSMENT INTERVIEWS WEEK 1 Prior to beginning the search, we will complete a detailed needs assessment in order to fully understand the role that the new executive will be expected to play. This includes phone and/or face-to-face meetings with key stakeholders and staff, a detailed list to be established by the committee and SearchWide Global. DEVELOP POSITION DESCRIPTION AND MARKETING PLAN WEEK 1 After the Needs Assessment, we will create a detailed position description/organization overview (incorporating your document)that will also act as an important sales and marketing tool. The document will be available to review on our secure web portal using your own compute r,mobile phone, or tablet. PROSPECTING AND QUALIFYING CANDIDATES WEEK 2-WEEK 6 SearchWide Global takes a targeted approach to marketing the position and sourcing candidates. We use our strong relationships {inside and outside the industry), solid processes, a robust database, and industry expertise to provide your organization with only the best and brightest candidates. Weekly update s will be provided on candidate activity. REVIEW CANDIDATE LIST WITH SEARCH COMMITTEE WEEK 7 A summary of up to 7- 8 candidate s will be available to review on our secure web portal. We will review this list with the committee,face to face, in order to select the top 4 - 5 candidates for the committee to interview. BACKGROUND AND REFERENCE CHECKS AND DISC TESTING WEEK 8-WEEK 9 Once we have all agreed on the finalists and they have been thoroughly interviewed by SearchWide Global, we will complete the following steps: • Check references o We will talk to two previous supervisors,two previous direct reports, and two additional professional references. • Conduct a background check that covers federal,county and state criminal history, pre- employment credit, and driving and education verification. • Have candidates complete the DISC profile assessment. FINAL CANDIDATE INFORMATION DELIVERED WEEK 9 To prepare for the final interviews,the collected background data, references,resume, and DISC profile for each finalist will be available to review on our secure web portal using your own computer, mobile phone, or tablet. As a secondary option, we will provide an iPad to those who prefer an alternative device to review the candidate information. Professional Services Agreement—Executive Search Services Page 11 of 14 SearchWide Global, Inc. SEARCH COMMITTEE INTERVIEWS WEEK 10 SearchWide Global will coordinate and facilitate all of the logistics for these face to face interviews. If 5 candidates will be interviewed, a suggested format might be as follows: Day 1: 11:OOam - 12:OOpm Lunch and Pre-Meeting with Committee 12:OOpm - 1:30pm Candidate 1 1:45pm -3:15pm Candidate 2 3:30pm - 5:OOpm Candidate 3 Day 2: 7:30am - 8:OOam Breakfast and Pre-Meeting with Committee 8:OOam -9:30am Candidate 4 9:45am - 11:15am Candidate 5 11:30arn - 1:OOpm Lunch and Wrap up Meeting with Committee SECOND INTERVIEWS WEEK 11 This will be for the finalist(s) and should include a meal with the committee. We would recommend inviting significant others for this second interview. This is also an appropriate time to include other stakeholders in the process if needed. OFFER AND NEGOTIATION WEEK 12 SearchWide Global has extensive experience handling the hiring, negotiating and turn down process, in a way that protects the reputation and integrity of everyone involved. SELECTION AND APPOINTMENT WEEK 12 Our interaction with your organization and the placed candidate does not stop when the search is closed. We stay in close contact on a quarterly basis to ensure that all parties remain satisfied and productive. NOTE: The work plan can be flexible based on the needs of the Board and/or Selection Committee. Professional Services Agreement—Executive Search Services Page 12 of 14 SearchWide Global, Inc. EXHIBIT B PAYMENT SCHEDULE a. Total Compensation. Total compensation under this Agreement will not exceed Sixty Thousand Dollars and No Cents($60,000.00)for all Services performed, including the total of the Consultants fee and all reimbursable expenses. I. Fee. Consultant will be paid a fee of up to Forty-five Thousand Dollars and No Cents($45,000.00)("Fee"). The City will pay the Consultant in the following installments set forth below: a. Fifteen Thousand Dollars and No Cents L15,000.00) within thirty(30) calendar days after the execution of this Agreement by the City. b. Fifteen Thousand Dollars and No Cents ($1 S 000.00)within thirty(30) calendar days after the City receives the top 4-5 candidates for review. c. Fifteen Thousand Dollars and No Cents L�15,000.00�upon full completion of all Services and placement of a candidate for the position as the City's Assistant Director of Public Events. If the City fails to hire an Assistant Director resulting from the Services provided herein,then the Consultant will not be entitled to this last payment. II. Reimbursable Expenses. In addition to the Fee, City will reimburse Consultant in an amount up to Fifteen Thousand Dollars and No Cents ($15,000.00)for certain out of pocket expenses incurred in performing the Services, including candidate and consultant travel, lodging,meals, DISC assessments, background checks,job positing, and other necessary and reasonable expenses("Reimbursable Expenses"). Incurred Reimbursable Expenses will be paid concurrently with any invoice submitted for the performance of Services. b. Following completion of each of the listed milestones set forth above,the Consultant must provide the City with a signed fee invoice summarizing(i)the portion of the Services that has been completed and(ii)the Reimbursable Expenses that have been incurred and requesting payment. In submitting invoices,Consultant must provide copies of receipts for all Reimbursable Expenses. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information, and the Consultant must provide such additional reasonable information to the extent the same is available. Invoices shall be submitted to the City of Fort Worth, attention Andrea Wright, 1201 Houston Street, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. C. On full and final completion of the Services,the Consultant shall submit a final invoice, and City will pay any balance due. Professional Services Agreement—Executive Search Services Page 13 of 14 SearchWide Global, Inc. EXHIBITC VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10)business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Consultant. 1. Name: Mark Gnatovic Position: EVP Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Professional Services Agreement—Executive Search Services Page 14 of 14 SearchWide Global, Inc.