HomeMy WebLinkAboutContract 57424 City Secretary Contract No. 57424
PROFESSIONAL SERVICES AGREEMENT
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 Reginald Zeno, its duly authorized Deputy City Manager, and CPS HR
Consulting ("Consultant"), a California Joint Powers Authority, acting by and through Sandy
MacDonald-Hopp, its duly authorized Chief Financial Officer,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 Consultant 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.
a.) Consultant will,with good faith and due diligence,assist the City in the process of conducting
an executive search to select a new Human Resources Assistant 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, referred to herein as the "Services."
b.) Consultant shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition, Consultant shall perform the Services in accordance with all
applicable federal, state, and local laws,rules, and regulations.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on August 31, 2022 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term").
3. Compensation. City will pay Consultant in accordance with the provisions of this
Agreement, including Exhibit`B,"—Price Schedule. The maximum amount to be paid to
Consultant by City for all Services, including the Professional Fixed Fee and any
reimbursable expenses or supplemental services,shall not exceed Thirty-Five Thousand
Dollars($35,000.00). Structure of payments and Consultant's one-year service guarantee
is more fully discussed in Exhibit`B."
Consultant shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement, including any reimbursable expenses or supplemental
services,unless City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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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.
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 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 under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary,City shall 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.
5.4 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. Rieht to Audit. Consultant agrees that City shall, until the expiration of three (3) years
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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.
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
respondeat 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 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. Liability and Indemnification.
8.1 LIABILITY-CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT 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,FROMAND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPER TYDAMA GE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT
OF OR IN CONNECTION WITH THISAGREEMENT, 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, 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,
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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 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, 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
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(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-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
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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, subConsultants 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, 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 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 CPS HR Consulting
Attn: Reginald Zeno, Interim Assistant Attn: Sandy MacDonald-Hopp
City Manager Chief Financial Officer
200 Texas Street 2450 Del Paso Road, Ste. 220
Fort Worth,TX 76102-6314 Sacramento,CA 95834
Facsimile: (817) 392-8654
Facsimile: (916)471-3325
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 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.
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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 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 or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment,modification, or extension
of this Agreement shall be binding upon a party hereto 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,
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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 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 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 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(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
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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. No Bovcott of Israel. If Consultant has fewer than 10 employees or this 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" shall 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 City that Consultant: (1) does not boycott Israel; and (2)will not boycott
Israel during the term of the contract.
31. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
City Secretary Contract No.
(signature page follows)
City Secretary Contract No.
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
this contract,including ensuring all performance and
Reginald Zeno(Apr 19,202210:19 CDT)
By. reporting requirements.
Name: Reginald Zeno
Title: Interim Assistant City Manager
Date: Apr19,2022 20
' Christine Hernandez
By: Christine Hernandez(Apr 1,2022 15:41 CDT)
APPROVAL RECOMMENDED: Name: Christine Hernandez
Title: Human Resources Manager
APPROVED AS TO FORM AND LEGALITY:
By: Nath nGreg ry(Apr 1,202216:44 CDT)
Name: Nathan Gregory
Title: Deputy Director of Human Resources
bp�4` ' a By:
ATTEST: �pF °°°°°°°�y�a� Name: Jessika Williams
,fftia °o�-�, Title: Assistant City Attorney
d
.7G1l1lIG��G GOOGIGILG �d °°° °°o 4 1 CONTRACT AUTHORIZATION:
By: Jannette S.Goodall(Apr 19,202210:41 CDT) aa4 i°°°°°5 asICY M&C: N/A—Professional Service Exemption
Name: Jannette Goodall � EXA�a
Title: City Secretary
CONSULTANT: CPS HR CONSULTING
By: If MnJ�LI
Name: Sandy MacDonald-Hopp
Title: Chief Financial Officer
Date: Apr 1, 2022 20 22
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Proposal to City of Fort Worth
Executive Recruitment for Human Resources Assistant Director
Methodology and Scope of Work
Our proposed executive search process is designed to provide the City with the full range of
services required to ensure the ultimate se I ecti on of anew Human Resources Assistant Director
uniquely suited to the City's needs.
Aink
O
Develop vp
Candidate Aggressive,
Prof le and Pro Robust,and Selection
Recruitment
L I —
Strategy Recruitment
Phase I:Our consultant will meetwiththe Hiring Authority to asce rtai n the City's needs and ideal
candidate attributes,to target our search efforts,and maximize candidate fit with the City.
Phase It: The recruitment process is tailored to fit the City's specific wants and needs, with
targeted advertising, combined with contacts with qualified individuals from our extensive
database.
Phase III:The selection process is customized for the City. CPS HR will work with the Hiring
Authorityto determinethe process bestsuitedtothe City of Fort Worth.
Phase I - Develop Candidate Profile and Recruitment
Strategy
Task 1- Review and Finalize Executive Search Process and Schedule
Task 2- Key Stakeholder Meetings
Task 3-Candidate Profile and Recruitment Strategy Development
Task 4—Develop Recruitment Brochure
The first step inthis engagement is a thorough review of the City's needs,culture and goals;the
executive search process; and the schedule. CPS HR is prepared to meet with key stakeholders
to obtain input in developing the ideal candidate profile and to assist us in understanding key
issues and challenges that will face a new Human Resources Assistant Director. Activities will
include:
■ Identifying key priorities for the new Human Resources Assistant Director and the
conditions and challenges likely to be encountered inachievingthese priorities.
■ Describing the type of workingrelationshipthe HiringAuthority wishesto establish with
the Human Resources Assistant Director.
CPS HR �CONSULTING Pagel9
City Secretary Contract No.
Proposal to City of Fort Worth
Executive Recruitment far Human Resources Assistant Director
■ Gene rating Iistsofspecificcompetencies,experiences,and personal attributes neededby
the new Human Resources Assistant Director in light of the discussions above.
■ Discussing recruitment and selection strategies forthe Hiri ngAuthority's consideration to
best produce the intended results.
CPS HR will provide a summary to the City stemmingfrom these activities as an additional source
of information for developingthe candidate profile and selection criteria.
Followingthe completion of the workshop session,CPS HR will work with a professional graphic
artist to design a recruitment brochure and present it to the City for review. Please refer to
Append)for a sample brochure. Additional brochure examplesare available on our website
at www.cpshr.us/search.
Phase II—Aggressive, Proactive, and Robust
Recruitment
Task 1—Place Advertisements
Task 2- Identify and Contact Potential Candidates
Task 3—Resume Review and Screening Interviews
Task 4—Hiring Authority Selects Finalists
The recruitment process is tailored to fit the City's specific needs,with targeted advertising
combined with personal contacts with qualified individualsfrom our extensive database.
CPS HR will prepare, submit foryour approval,and publish advertisements on professional and
affiliate websites to attract candidates on a nationwide, regional, local or targeted basis based
on the recruitment strategy. Examples may include:
Advertising Sources
• City's Website • National Human Resources Association
• CPS HRWebsite • NationaIPubllcFmployer Labor Relations
• AssociatlonforTalentDevelopment Association
• Diversity Jobs • North Texas NFPBA
• Government Jobs • PinkJobs
• ICMA • Professionals 1 n Huma n Resources Association
• International Hispanic Network • Socletyfor Human Resource Management
• International Public ManagementAssoclation • Strategic Government Resources
for Human Resources • Strategic Partnershipslnc.
• Llnkedln • Texas Municipal League USADlversityJobs
• Local Government Hispanic Network • Workforce50
• National Association of AfricanAmericansin
Human Resources
CPS HR CONSULTING Pagel 10
City Secretary Contract No.
Proposal to City of Fort Worth
Executive Recruitment far Human Resources Assistant Director
Asa consulting firm that interacts with hundreds of pub Iic sector executives duringengagements,
we have a cadre of individuals who we inform of recruitments, both to increase the visibility of
the opening and to attract appropriate individuals who fit the special needs of our client.
Communication with these professionals ensures that an accurate picture of the requirements
of the job is apparent and proliferated throughouttheirprofessional networks.
CPS HR is focused on reaching a diverse candidate pool and would recommend
publications/websitesthat are targeted to minority and female candidates. In addition to placing
ads on websites aimed at minority candidates, we will contact leaders within appropriate
associations to gain their insight and referrals of possible candidates.
Within the past three years, more than 57% of our executive level placements have been
minority and/orfemale candidates.
CPS HR will prepare an email distribution list containing prospective candidates and referral
sources. These individualswill receive alinktothe Human Resources Assistant Director brochure
alongwitha personal invitation to contact CPS HR ifthey have any questions aboutthe position.
CPS HR maintains a comprehensive, up-to-date database of industry leaders and experienced
professionals;however, we do not rely solely upon our current database. We also conduct
research totarget individuals relevanttoyour specific needs and expectations to ensure that we
are thorough in our efforts to market this position to the appropriate audience and to garner a
diverse and quality pool of candidates. We will:
■ Convey a strong sense of the purpose and strategy of the City. For many talented
individuals,understandingthese aspects is one of the key motivators to compete in such
an environment.
■ Provide guidance and resources to candidates regarding the area's cost of living,mean
and median housing prices, highereducation opportunities,K-12education information,
and other aspects of interestto those who are considering relocatingto the area.
■ Actively seek highly qualified candidates who may be attracted by the prospect of
collaboration with other departments, providing exceptional leadership to the City or
continuingto ensure the publicconfidence in the integrity of the City.
CPS HRwill directly receive and initially screen alIresumes. This screeni ng process is specifically
designed to assess the personal and professional attri butes the City is seekingandwill includea
thorough review of each candidate's resume, and if applicable, supplemental questionnaire
responses and other supporting materials. CPS HR will personally speak to selected candidates
during a preliminary screening interview and will spend extensive time ascertaining each
candidate's long-term career goals and reasons whythe candidate is seek ingthis opportunity,as
well as gaininga solid understandingof the candidate's technical competence and management
philosophy. We will gatherdata on any other unique aspects specificto this recruitment based
upon the candidate profile,as well as conduct internet research on each candidate interviewed.
CPS HR CONSULTING Pagel 11
City Secretary Contract No.
Proposal to City of Fort Worth
Executive Recruitment far Human Resources Assistant Director
CPS HR will prepare a written report that summarizes the results of the recruitment process and
recommends candidates for further cons ide ration by the Hiring Authority. Typically,the report
will recommend five toe ight highly qualified candidates and will include resumes and a profile
on each interviewee's background. CPS HR will meet with the Hiring Authority to review this
report and to assistthem in selectinga group of finalists forfurther evaluation.
Phase III—Selection
Task 1- Design Selection Process
Task 2-Administer Selection Process
Task 3—Final Preparation for Appointment
Task 4—Contract Negotiation(if requested)
CPS HR will design a draft selection process based on information gathered in Phase I. We will
meet with the City to review this process and discuss the City's preferred approach in assessing
the final candidates. The selection process will typically include an in-depth interview with each
candidate but may also include other selection assessments such as an oral presentation,
preparation of written materials,and/or problem-solving exercises.
We will coordinate all aspects of the selection process for the City. This includes preparing
appropriate materials such as interview questions,evaluation manuals,and other assessment
exercises;facilitating the interviews;assisting the City with deliberation of the results; and
contacting both successfuland unsuccessful candidates.
Followingthe completion of the selection process, CPS HR will be available to complete the
following components:
■ Arrange Follow-upinterviews/Final Ass essm ent Process: Should the City wish to arrange
follow-up interviews and/orconduct a final assessment in order to make a selection,CPS
HR will coordinatethis effort.
■ Canductln-Depth Reference Checks:The in-depth reference checks area comprehensive
360-degree evaluation process whereby we speak with current and previous supervisors,
peers,and direct reports. (It is our policy to not contact current supervisors until a job
offeris made, contingentupon that reference being successfully completed,soas notto
jeopardizethe candidates'current employment situation.) Candidates are requested to
provide a minimum of five references. CPS HR is able to ascertain significant,detailed
information from reference sources due to our commitment to each individual of
confidentiality, which leads to a willingness to have an open and candid discussion and
results in the best appointmentfor the City. A written (anonymous) summary of the
reference checks is provided to the City.
CPS HR CONSULTING Pagel 12
City Secretary Contract No.
Proposal to City of Fort Worth
Executive Recruitment far Human Resources Assistant Director
■ Conduct Background Checks: We will arrange for a background check of a candidate's
records on driving,criminal and civil court,credit history,education,published news,and
other sensitive items. Shouldany negative or questionable content appear during these
checks,CPS HR will have a thorough discussion with the finalist(s)and will present a full
picture of the situation to the City for further review.
■ Contract Negotiation(if requested): Successful negotiations are critically important,and
we are available to serve as your representative in this process. With our expertise,we
can advise you regarding current approaches to various components of an employment
package. We can representyour interests with regards to salary, benefits,employment
agreements,housing, relocation,and other aspects, with the ultimate goal of securing
your chosen candidate.
Timeline
The projectteamCPS HR has selected is prepared to begin work upon receipt of afully-executed
contractual agreement. All search activities up to and including the selection of new Human
Resources Assistant Director can be completed in 12 to 14 weeks. The precise schedule will
depend on the placementof advertisingon appropriate professional and affil iate websites,and
the abilityto schedule,as quickly as possible,the initial meeting. A proposed schedule of major
milestones is presented below.
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CPS HR`CONSULTING Page 1
EXHIBIT B
PRICE SCHEDULE
Proposal to City of Fort Worth
Executive Recruitment for Human Resources Assistant Director
Professional Fees and Guarantee
Professional Services
Our professional fixed fee covers all CPS HR services and deliverables associated with
Outreach/Advertising, Partial Recruitment and Full Recruitment of the recruitment process
selected.
Travel expenses forcandi dates who are invited forward i n the interview process are not included.
However,should the CitydesireCPS HR'STravel Team to assist with these arrangements,weare
happy to do so.This might require an amount be added to our contract.
Professional Fixed Fees*
Professional Services for Outreach/Advertising $7,500
Professional Services for Partial Recruitment $19,000
Professional Servicesfor Full Recruitment $25,000
*Professional fees would be billed and paid monthly.
One-Year Service Guarantee
If the employment of the candidate selected and appointed by the City as a result of a full
executive recruitment(Phases 1, 11,and 111)comes to an end before the completion of the first
year of service,CPS HR will provide the City with professional services to appoint a replacement.
Professional consulting services will be provided at no cost. The City would be responsible only
for expenses such as re-advertising,consultant travel,additional background checks, etc. This
guarantee does not apply to situations in which the successful candidate is promoted or re-
assigned within the organization during the one-year period. Additionally,should the initial
recruitment efforts not result in a successful appointment, CPS HR will extend the aggressive
recruiting efforts and screen qualified candidates until an offer is made and accepted. CPS HR
does not provide guarantee for candidates placed as a result ofa partial recruitment effort.
CPS HR CONSULTING
We thank you for your consideration of our proposal. We are committed to
providing high quality and expert solutions and look forward to partnering with
the City of Fort Worth in this important endeavor.
CPS HR —CONSULTING Pagel 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
CPS HR CONSULTING
2450 DEL PASO ROAD, STE. 220
SACRAMENTO,CA 95834
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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Sandy MacDonald-Hopp
`_� N\A_tbu�
Signature of Chief Financial Officer
Date: Apr 1, 2022