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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 Fernando Costa, its duly authorized Assistant City Manager,
and Mackenzie Eason and Associates,LLC, ("Consultant"), a Texas Limited Liability Company,
acting by and through J. Darien George, its duly authorized Managing Partner,each individually
referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents will include the following:
1. This Consultant Services Agreement;
2. Exhibit A— Scope of Services; and
3. Exhibit B—Verification of Signature Authority Form.
Exhibits 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 or B and the terms and conditions set forth in the body of this Agreement, the terms
and conditions of this Agreement will control.
1. Scope ofServices.
a.) Consultant will, with good faith and due diligence, assist the City in the process of
conducting an executive search to select a new Aviation Director for the City of Fort
Worth. In particular, Consultant will perform all duties outlined and described in the
Scope of Work in Exhibit "A," - Scope of Services, referredto herein as the "Services."
b.) Consultant will perform the Services in accordance with standards in the industry for
the same or similar services. In addition, Consultant will perform the Services in
accordance with all applicable federal, state,and local laws,rules, and regulations.
2. Term. This Agreement will begin on October 4, 2020 ("Effective Date")and will
expire on March 4, 2021 (`Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term").
3. Compensation.
3.1 General Provisions. The maximum amount to be paid to Consultant by City for
all Services, including the Professional Services Fee, Reimbursable Expenses and Additional
Services, will not exceed Thirty Eight Thousand Dollars ($38,000.00). The City will pay
Consultant in accordance with the provisions of this Agreement. Consultant will not perform any
additional services for the City not specified in this Agreement unless the City requests and
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approves in writing the additional costs for such services. The City will not be liable for any
additional expenses unless the City first approves such expenses in writing. 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 Professional Services Fee.
3.2.1 Initial Search. The City agrees to pay the Consultant as follows:
a. If a candidate is hired for a salary below one hundred twenty thousand dollars
($120,000.00), City will pay Consultant twenty-five percent (25%) of the
candidate's base salary or a set amount of Twenty-Four Thousand Five Hundred
Dollars ($24,500.00), whichever is lower; or
b. If a candidate is hired for a salary above $120,000.00, City will pay Consultant
twenty percent(20%) of the candidate's base salary.
3.2.2 Re-Search. If the selected candidate (other than an internal candidate) should be
terminated within two hundred seventy (270) days from the date of hire or if the City reasonably
determines not to hire a candidate presented by Consultant, Consultant will conduct another search
as contemplated herein for no additional professional fees,other than reimbursement of expenses
under subsection 3.3, which will not exceed Five Thousand Dollars ($5,000).
3.3 Reimbursable Expenses: Consultant may seek reimbursement for actual expenses
for travel of any candidates (such as airfare, lodging, and limited per diem) ("Reimbursable
Expenses"). Personal car mileage will be billed at rates not to exceed standard IRS business
mileage rates in effect at the time of travel. The Consultant will provide the City with a listing of
Reimbursable Expenses by category of expense on each respective invoice. Reimbursable
Expenses will be invoiced at Cost to the City with no mark up by Consultant. Reimbursable
Expenses do not include expenses related to any of Consultant's staff working under this
Agreement.Consultant will be responsible for providing receipts for such Reimbursable Expenses.
These receipts should be included with the respective invoice in which Consultant is requesting to
be reimbursed.
All Reimbursable Expenses must be approved by the City in advance and will not exceed
Eight Thousand Dollars ($8,000.) In case of a Re-Search,the City will reimburse Consultant for
actual expenses as agreed in writing but not to exceed Eight Thousand Dollars ($8,000) for each
Re-Search.
3.4 Additional Services. In the event the City requires services in addition to those
described in Section 1 or Exhibit "A," the City will make a request in writing for such additional
services. The Consultant will be compensated at a negotiated rate plus expenses as set for in a
separate addendum to this Agreement signed by both parties.
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3.5 Payments:
3.5.1 Structure of Payments. Consultant's fee will be paid in a total of three (3) equal
payments with the first payment equaling one third (1/3) of the total for the retainer deposit and
the last two (2) payments equaling one third (113) of the total due. The three (3) payments will
correspond to project milestones as follows:
a. Execution of Contract;
b. Identification of Qualified Candidates or by a stated date identified on Exhibit
A, Scope of Work; and
c. Final billing seven days after Candidate begins work at the City.
3.5.2 Invoice. Reimbursable Expenses will be invoiced on a monthly basis until
completion of the assignment. If an invoice is seeking both payment of a Professional Services
Fee and Reimbursable Expenses, each said amount will be identified separately on the invoice.
On each invoice, the Consultant will separately list the total amount for both Professional Services
Fees and Reimbursable Expenses for which 'invoices were previously submitted for the entirety of
the Agreement, including those amounts being requested under the then-current invoice.
In submitting invoices, Consultant will provide copies of receipts for all Reimbursable
Expenses under subsection 3.3. If the City requests additional documentation of expenses, the
Consultant will provide such information if available.
Consultant will submit invoices for Professional Services Fees and Reimbursable Expenses
to Selena Ala in the City Manager's Office and also submit a copy to the Talent Acquisition
Manager in the Human Resources Department,both located at 200 Texas Street,Fort Worth, Texas
76102. On full and final completion of the Services, the Consultant will submit a final invoice,
including any unpaid Reimbursable Expenses pursuant to subsection 3.3.
3.5.3 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 will 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 services, Consultant will have no liability to City for delays or damages caused to
City because of such suspension of services.
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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 Agreementwill 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 will pay Consultant for services actually rendered up to the
effective date of termination and Consultant will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure wider the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Consultant. It will be the responsibility of Consultant to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by City, but by the Office of the Attorney General of the State of Texas or by
a court of competent jurisdiction.
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5.4 Unauthorized Access. Consultant will store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify, delete or otherwise corrupt
City Information in any way. Consultant will 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 will, in good faith, use all commercially reasonable efforts to cooperate with
City in identifying what information has been accessed by unauthorized means and will fully
cooperate with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Consultant agrees that City will, 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 will have access during normal working hours to all necessary
Consultant facilities and will be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City will give Consultant reasonable
advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant
will 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 will 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 respondeat superior will 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 will be construed as
the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that City will 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 subcontractors of Consultant will be entitled to
any employment benefits from City. Consultant will 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. Liability and Indemnification.
8.1 LL4BILITY- CONSULTANT WILL BELL4BLEAND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCLUDINGDEATH,TO ANYAND ALL PERSONS, OFANY
BIND 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.
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8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY
COVENANTS AND AGREES TO INDEMNIFY,HOLD HARM-LESS AND DEFEND
CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY RIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
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 PROPERTY INDEMNIFICATION —
Consultant agrees to defend,settle,orpay, 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 will 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 will
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 will 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 responsibilityfor payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement,City will 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,Consultantwill fully participate and cooperate with City in defense ofsuch
claim or action.City agrees to give Consultant timely written notice ofany such claim
oraction,with copies ofall papers City may receive relating thereto.Notwithstanding
the foregoing,City's assumption of payment of costs or expenses will 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 will, 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
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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 will 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 will 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 will 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, subcontractor will
execute a written agreement with Consultant referencing this Agreement under which
subcontractor will agree to be bound by the duties and obligations of Consultant under this
Agreement as such duties and obligations may apply. Consultant will provide City with a
fully executed copy of any such subcontract.
10. Insurance. Consultant will 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
Coverage will be on any vehicle used by Consultant, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" will be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
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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
speck to Professional E&O. Either is acceptable if coverage meets all
other requirements. Coverage will 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 will be
submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies
will name City as an additional insured thereon, as its interests may
appear.The term City will include its employees, officers, officials, agents,
and volunteers in respect to the contracted services.
(b) The workers' compensation policy will 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 will be provided to City. Ten(10) days' notice will be
acceptable in the event of non-payment of premium. Notice will 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- V11 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.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all
required insurance will 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 will 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 will immediately desist from and correct the violation.
12, Nora-Discrimination Covenant. Consultant, for itself, its personal representatives,
assigns, sub-Consultants and successors in interest, as part of the consideration herein, agrees that
in the performance of Consultant's duties and obligations hereunder, it will 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, SUBCONSULTANTSS 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 will 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 Mackenzie Eason and Associates, LLC
Attn: Fernando Costa,Assistant City Manager Attn: J.Darien George
200 Texas Street Managing Partner
Fort Worth, TX 76102-6314 3023 South University Dr.#230
Facsimile: (817) 392-8654 Fort Worth, Texas 76109
Facsimile: (888)596-7943
With copy to Fort Worth City Attorney's
Office at same address
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14. Solicitation of Employees. Neither City nor Consultant will, 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 will 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 will 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. Governine Law / Venue. This Agreement will 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 will he in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas,Fort Worth Division.
18. Seyerability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any
way be affected or impaired
19. Force Maleure. City and Consultant will exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but will 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, epidemics, pandemics, 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, will not be deemed a part of this Agreement, and are not intended to
define or limit the scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that
any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or
extension of this Agreement will be binding upon a party hereto unless set forth in a written
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instrument, which is executed by an authorized representative of eachparty.
23. Entirety of Agreement. This Agreement, including Exhibits A and B, 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 will, for all purposes, be deemed an original, but all such counterparts will
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 will 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 will 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 will provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Consultant will 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 WILL
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, will have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
27. Ownership of''Work Product. City will be the sole and exclusive owner of all
reports,work papers,procedures, guides, and documentation, created,published, displayed, and/or
produced in conjunction with the services provided under this Agreement (collectively, "Work
Product"). Further, City will 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 will 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 will 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
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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 of the 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 (pclf) or similar image) will_be deemed to be an original signature hereto.
29. Change in Company Name or Ownership. Consultant will 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 Ietter. 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 ofthe 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. No Bo cottoflsrael. If Consultant hasfewerthan 10 employees orthis 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, the City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the contract. The terms "boycott Israel" and "company" will have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Consultant certifies that Consultant's signature provides written verification to the Citythat
Consultant: (1)does not boycott Israe1; and(2)will not boycott Israel during the term of the
contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signaturepage follows)
Profes s ional Services Agreement -
Between the City ofFort Worth and
MF.A for Talent Acquisition Services—Aviation Director Page 12 of18
City Secretary ContractNo.
ACCEPTED AND AGREED:
CITY OF FORT WORTH;
CONTRACT COMPLIANCE
MANAGER:
By signing I acknowledge that I am the
BY: person responsible for the monitoring and
Name: Fernando Costa administration of this contract, including
Title: Assistant City Manager ensuring all performance and reporting
Date: QCto 6c r 8 ,20 Zo requirements.
APPROVAL RECOMMENDED:
By: lzll� � ��� _
Name: Neena Kovuru
By: Title: Assistant Director of Hurnan Resources
Name: Na n Gregory APPROVED AS TO FORM AND
Title: Interim Director of Human Resources LEGALITY:
ATTEST:
4 B ess
Name: Jessica Williams WIN 141-i
Title: Assistant City Attorney
_ Name• a Kayser
Title: City Secretary CONTRACT AUTHORIZATION:
M&C: N/A—Professional Service Exemption
CONSULTANT:MACKENZIE EASON AND ASSOCIATES,LLC
FNa
: Darien Goo
Title: anaging Partner
Date: /� ,20�,
' - „-
Professional Services At;reerrrent
Between the City ofFort Worth and
MFA fnr TalentAcquMtion Services—Aviation Director Page 13 of18
City Secretary ContractNo.
EXHIBIT A
SCOPE OF SERVICES
This Exhibit "A" is attached to and made a part of the Professional Services Agreement between the
City of Fort Worth and Mackenzie Eason and Associates, LLC., hereinafter "Consultant" (the
"Agreement'). Any term used in this Exhibit will have the meaning given to that term by the
Agreement.
The Scope of Services under the Agreement is described as follows:
a) Consultant will perform a comprehensive organizational and position analysis through:
a. Direct dialogue with key-management team and/or staff members (via face-to-face
meetings, phone conversations and e-mails).
b. Direct dialogue and interaction with key leaders involved in the process as well as top
notch leaders in the industry who have developed leadership roles in the community.
c. Direct on-site evaluation of the community through tours, chamber of commerce, and
real estate professionals, as applicable.
d. From client discussions and information provided, Consultant will draft a written
description of the position's responsibilities, reporting and working relationships,
objectives and performance expectations, as well as the preferred experience, core
competencies and personal qualities of the ideal candidate. Consultant will then begin
a more thorough analysis of the hiring organization, identifying key opportunities for
the new executive, and defining a candidate profile that fits into the corporate culture
and organizational structure of the City.
e. Consultant will perform a deep market analysis and creation of a candidate
specification. The market analysis will outline the competitive environment and
influence the type of executive that Consultant will look for. Consultant will prepare
a document that will be a reference throughout the entire search process — the
candidate specification. The candidate specification (job description) will contain
detailed information about the role, responsibilities, the hiring client, key
opportunities presented by the by the executive job, and outline career and educational
requirements.
b) Candidate identification and assessment
a. Consultant will prepare a strategy that identifies the companies or organizations most
likely to yield the successful candidate as well as in what position the successful
candidate will be e.g.title, role, and reporting relationship. Location, rank in industry,
corporate culture, and company reputation will be factored into the target list.
Consultant will work with the City to identify companies or organizations that are off
limits to the search. Off limits refers to companies or organizations where the search
firm has an existing client relationship and has agreed not to recruit candidates or
companies that the City would like to avoid.
b. Using the research strategy as a guide, the names of prospects and sources within
target organizations are identified. This is generally done by examining company
Professional Services Agreement
Between the City ofFort Worth and
MEA br Talent Acquisition Services—Aviation Director Page 14 of18
City Secretary ContractNo.
organization charts, often via the Internet or online databases(such as Linkedln) and
researching other sources such as print publications, Hoovers and Corporate or
Industry Affiliations. Within the executive search industry, the process of creating an
industry/function wide map of talent and long-list of potential candidates is known as
`name generation' or `talent mapping'. After Consultant has developed a number of
high potential executives listed, Consultant will begin qualifying the potential targets
and identifying whether they are suitable candidates for the City.
c. Consultant will produce a Digital Prospectus for each client and searchthat is a unique
website that includes in-depth information on the client, organization, town/city, real
estate,schools, and the region. This allows candidates and their spouses to have a full
understanding of the community and client. The digital prospectus can include
interviews with key leadership or videos from the community.
c) Candidate selection and interview process
a. Consultant will reach out to the prospective candidate and perform an initial screening
against the job specifications to evaluate if they are qualified for the position. Their
interest in the position is then assessed.A series of internal meetings will continue
throughout the candidate identification process and the number of potential candidates
will be reduced to 10 at most. This shortlist is achieved through detailed interviews
that discuss the specifics of the executive job, and explore the candidates' background,
competencies and interest in the role.
b. The fist of pre-qualified and interested prospective candidates is reviewed with the
search team and a decision will be made to either generate more names, perhaps
revising the original search strategy, and/or setting up appointments for in-depth
assessments of candidates already identified.
c. The Consultant will evaluate and screen candidates against the job specifications
through in-depth, conference call, or in-person or video-conference interviews.
d. Where possible and without jeopardizing the confidentiality of the candidate's
situation, Consultant will conduct preliminary reference checks to validate the past
performance, and personal characteristics of each candidate. However, before any
candidate is presented to the City, Consultant will complete basic background
checking to verify their qualifications and executive career background.
e. Consultant will then prepare a shordist of prospective applicants to the City.
f. Consultant will prepare a written report or Candidate Profile on each candidate, noting
his/her academic credentials, career history, and an appraisal/assessment of the
individual's strengths and weaknesses with respect to the position spec, and his/her
appropriateness as a candidate. Also to be noted in the report or Candidate Profile are
any `potential issues' —e.g.,potential relocation issues or the need for a sizeable `buy-
out package' to keep an individual `whole' regarding options etc.
g. Consultant will inform ineligible or rejected applicants of the decision.
h. Consultant will on a regular basis or at a Progress Meeting, update the City on the
search for candidates.
i. Consultant will present the candidate profiles and refine the short list to a slate of
approximately 4 to 6 strong contenders for the City to meet.
Professional Services Agreement
Between the City ofFort Worth and
MEA for Talent Acquisition Services—Aviation Director Page 15 of18
City Secretary ContractNo.
j. Consultant will work with the City to schedule Client-candidate meetings.
k. Consultant will assist the City in narrowing the candidate shortlist to just 3-5 potential
prospective candidates. At this stage the Consultant will begin thorough reference
checks and provide final thoughts on strengths and weaknesses about each candidate.
1. Consultant will inform the final two/three candidates that they are seriously being
considered for the position. Those eliminated from the search process will be `closed
out' in a professional and timely manner.
d) Offer and negotiation process
a. Consultant will assist the City with negotiating a salary and benefits package that is
agreeable to both parties.
b. Once a candidate has accepted an offer,the Consultant will move towards closing out
all other prospective candidates.
e) Integration of candidate into position
a. Consultant will assist with the integration (onboarding) of the successful candidate
into the City's workplace.
b. Consultant will also continue to maintain close ties with the City and hired candidate
to ensure long term satisfaction for both parties.
f) Final report
a. Once the successful candidate is on board at the City, the Consultant will close the
assignment in the marketplace by telephoning or sending an appropriate `search
completed' letter or e-mail to each source, prospect or candidate contacted during the
course of the search.
b. Consultant will prepare a final report to the City outlining the process and suggested
next steps.
Professional Services Agreement "—
Between the City offort Worth and
MEA for Talent Acquisition Services—Aviation Director Page 16 of18
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Mackenzie Eason and Associates,LLC
3023 South University Dr.#230
Fort Worth, Texas 76109
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.
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Professional Services Agreement
Betweenthe City ofFort Wotthand
MEA for Talent Acquis ition Services—Aviation Director Page 17 ofl 8
Profes s ional Services Agreement
Between the City o f Fort Worth and
MEA for Talent Acquisition Services—Aviation Director Page 18 of18