HomeMy WebLinkAboutContract 59028City Secretary Contract No. 59028
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 Valerie Washington, its duly authorized Assistant City Manager, and Raftelis Financial
Consultants, Inc. ("Consultant'), a Texas corporation, acting by and through Catherine Tuck Parrish, its
duly authorized Vice President of Executive Searches, each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services.
a.) Consultant will, with good faith and due diligence, assist the City in the process of conducting
an executive search to select a new Director of the Office of Police Oversight Police Monitor
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 December 31, 2023 ("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 Fixed Fee and any reimbursable expenses and/or supplemental services, shall not
exceed Sixty Thousand Dollars ($60,000.00). The City shall pay Consultant in accordance with the
provisions of this Agreement. Consultant shall not perform any additional services for the City not specified
by the applicable Statement of Work unless the City requests and approves in writing the additional costs
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services —Director of the Office of Police Oversight Police Monitor OFFICIAL RECORD
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FT. WORTH, TX
City Secretary Contract No.
for such services. The City shall not be liable for any additional expenses of Consultant not specified by
the applicable Statement of Work 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 Fees.
3.2.1 Initial Search. The City shall pay the Consultant:(1) A fixed fee of Forty -Four Thousand
Eight Hundred Dollars ($44,800.00) for Consultant's professional talent acquisition services; and (2)
additional costs related to advertising, background checks, and reimbursable expenses, as more fully
described in Exhibit B of this Agreement.
3.2.2 Re -Search. If the selected candidate should be terminated or resigns within the first twelve
(12) months of employment from the date of hire or if the City reasonably determines not to hire a
candidate presented by Consultant, Consultant shall conduct another search (Re -Search) as contemplated
herein for no additional fees, other than those for advertising, background checks, and reimbursable
expenses.
3.3 Reimbursable Candidate Travel 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 shall 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
Raftelis is requesting to be reimbursed.
3.4 Payments:
3.4.1 Structure of Payments. The fixed fee to be paid to Consultant shall be structured as three
(3) payments and each payment will be payable upon the milestones listed below, as described in further
detail in Exhibit A, Scope of Services, and upon receipt of an invoice. If these milestones are not met by
Consultant, the City is not obligated to pay for that installment of the fixed fee:
a. The initial installment will be payable after delivery of the recruitment documents;
b. The second installment is payable after the candidate review; and
c. The third installment is payable after the interviews are completed.
3.4.2 Invoice. Each invoice shall reference the applicable installment and milestone that has
been met. Advertising, background checks, and any Reimbursable Expenses will be itemized and included
with each of the three installments as appropriate. On each invoice, the Consultant shall separately list the
total amount for the fixed fee, advertising, background checks and any Reimbursable Expenses for which
invoices were previously submitted during the term of the Agreement.
If the City requests additional documentation of expenses, the Consultant shall provide such information if
available.
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Consultant shall submit invoices to the Senior Executive Assistant to City Management, Selena Ala
electronically at Selena.ala@fortworthtexas.gov and also submit a copy to the Talent Acquisition Manager
in the Human Resources Department Christine.Hemandez@fortworthtexas.gov. On full and final
completion of the Services, the Consultant shall submit a final invoice; including any unpaid expenses
pursuant to subsection 3.3.
3.4.3 Time for Payment; Dispute. Invoices are generally due and payable within thirty (30) days
of receipt. In the event of a disputed or contested billing, only the portion being contested will be withheld
from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any
bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has
been mutually resolved. Additionally, City is not liable to Consultant for attorney's fees incurred in
collection of any disputed or contested charges.
For contested billings, the City shall make payment in full to Consultant within 60 days of the date
the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days'
written notice to City, suspend services under this Agreement until paid in full, including interest calculated
from the date the billing contest was resolved. In the event of suspension of services, Consultant shall have
no liability to City for delays or damages caused to City because of such suspension of services.
4. Termination.
4.1. Written Notice. City or Consultant may terminate this Agreement at any time 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.
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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. Right to Audit. Consultant agrees that City shall, until the expiration of three (3) years
after final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Consultant involving transactions
relating to this Agreement at no additional cost to City. Consultant agrees that City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Consultant reasonable advance notice of intended audits.
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,
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INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF 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, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS A GREEMENT, 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 by Consultant of any U.S. patent, copyright, trade mark, trade secret, or similar
property right arising from City's use of the software and/or documentation in accordance
with this Agreement, it being understood that this agreement to defend, settle or pay shall not
apply if City modifies or misuses the software and/or documentation. So long as Consultant
bears the cost and expense of payment for claims or actions against City pursuant to this
section, Consultant shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit at City's expense 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.
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Raftelis for Talent Acquisition Services — Director of the Office of Police Oversight Police Monitor
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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
(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):
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Raftelis for Talent Acquisition Services — Director of the Office of Police Oversight Police Monitor
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$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that 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
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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:
City of Fort Worth
Attn:Valerie Washington, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To CONSULTANT:
Raftelis
Attn: Catherine Puck Parrish
Vice President of Executive Searches
227 West Trade Street, Suite 1400
Charlotte, NC 28202
14. Solicitation of Employees. Neither City nor Consultant shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's
or Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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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 Maieure. 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 Parry 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,
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.
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Raftelis for Talent Acquisition Services — Director of the Office of Police Oversight Police Monitor
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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 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"). Nothing contained herein shall
be deemed a transfer, assignment or divestiture by Consultant of its trade secrets, know-how or intellectual
property.
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
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 Boycott 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.,
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S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
S 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.
(signature page follows)
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Director of the Office of Police Oversight Police Monitor
Page 11 of 17
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By:
Valerie Washington (Mar 11, 202312:19 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: , 20_
APPROVAL RECOMMENDED:
By.
Name:
Title:
Dianna K Giordano
Dianna M. Giordano (Mar 10, 202315:26 CST)
Dianna Giordano
Director of Human Resources
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ATTEST: p�.so°° ° 0,
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By: p
art nEXA?oga
Name: Jannette Goodall
Title: City Secretary
CONSULTANT: RAFTELIS
Name: Catherine Tuck Parrish
Title: Vice President, Executive Searches
Date: 2/28 2023
City Secretary Contract No.
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
C&6stii2e- r< &rKAtu7ez
By: Christine Hernandez (Mar 10, 202315:24 CST)
Name: Christine Hernandez
Title: HR Manager
APPROVED AS TO FORM AND LEGALITY:
By: a)
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A — Professional Service Exemption
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Director of the Office of Police Oversight Police Monitor
Page 12 of 17
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Raftelis will provide the following services to City ("Client"). A full -service recruitment entails the following
steps and is tailored to meet the Client's needs:
Step 1: Kickoff, Project Organization, and Discovery
We will begin this engagement by developing a clear picture of the ideal candidate for this position. We will
first meet with the City Manager and Human Resources to review the timeline, engagement, and scope of
work. We will also facilitate a total of eight meetings to conduct background discussions with key stakeholders,
including public safety leadership and community stakeholders. We will discuss not just the technical skills
needed for the position, but what makes for the right organizational fit in terms of traits and experiences.
Based on the information learned from our meetings, we will develop a recruitment plan that includes Texas
and the nation. We will draft and deliver a position profile that is unique to the City of Fort Worth. The profile
will identify the organization's needs, the strategic challenges of the position, and the personal and professional
characteristics of the ideal candidate. This document drives the recruitment. It focuses our efforts on the most
capable candidates, and it helps us to persuade candidates to pursue the position.
We will also develop first -year organizational goals for the successful candidate. These goals will ensure that
the applicants know what will be expected of them should they be hired, the City has thought about what it
wants the person to accomplish in the first year, and the successful candidate can hit the ground running with
a work plan. Once drafted, we will review the recruitment plan, position profile, and first -year goals with the
hiring manager. Modifications will be made as necessary before recruitment begins. We will obtain final
approval of recruitment documents from the City.
position, special considerations, and the political environment. This process helps with organizational buy -in
and will assist us in developing the position profile.
Deliverables:
Detailed recruitment process documents, including recruitment plan, position profile, and first -year goals
2: Conduct Outreach and Initial
As part of the recruitment plan, we will identify key states and metro areas to focus our targeted recruitment.
We will prepare and place advertisements in state and national publications and websites to attract candidates
from throughout the United States. While this will be a national search, we will target our efforts to those key
areas identified in the recruitment plan.
We will place job postings with National Association of Civilian Oversight of Law Enforcement (NACOLE),
Association of Inspector Generals (AIG), International Municipal Lawyers Association (IMLA), Texas Bar
Association, National Hispanic Bar Association, National Bar Association, National Black Prosecutors
Association, Govtjobs.com, LinkedIn, and other places as identified in the recruitment plan. We also
recommend national organizations such as Engaging Local Government Leaders (ELGL), National Forum for
Black Public Administrators (NFBPA), and Local Government Hispanic Network, to attract underrepresented
groups and provide a more diverse applicant pool.
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Office of Police Oversight Monitor Director - Exhibit A Page 13 of 17
City Secretary Contract No.
As soon as the advertisements are completed, we will begin the process of actively and aggressively marketing
the position and identifying qualified candidates for assessment. We will pinpoint individuals and jurisdictions
to reach out to directly through phone and email. We will also utilize social media (Linkedin, Twitter, and
Facebook) to broaden our reach. We have found that this combination of outreach is an effective way to reach
top applicants, especially those who are not currently in the job market but may be willing to consider a move
to an excellent organization like the City of Fort Worth.
We will develop direct outreach and sourcing for referral, with a focus on creating a diverse candidate pool.
We will reach out to the applicants in our extensive database as well as the prospective candidates we have
targeted in previous recruitments for similar jurisdictions. We will also develop a list of additional candidates
to pursue based on the City's unique needs. Our outreach includes seeking well -qualified women and people
of color and encouraging them to apply.
As applications are received, we will acknowledge each one and keep applicants aware of the status of the
process. We will screen each applicant against the position profile and first -year goals. We will conduct
interviews via phone or videoconference with those who most closely meet the profile to learn more about
their interest, qualifications, and experience for this position. A written summary of these candidates will be
prepared and shared with the City. We will then meet with the City to review the entire list (if desired) as well
as the most qualified candidates who have the requisite skills, experiences, and traits needed for success in the
position. Based on the City's direction, we will finalize a list of candidates to invite for in -person interviews.
Deliverables:
Detailed recruitment process documents, including recruitment plan, position profile, and first -year goals
Placement of ads and job postings
Targeted outreach to passive candidates
Candidate review materials including screening results and internet search
Step 3: Support Interviews and Selection Process
Each person you wish to interview will then be contacted again by our recruitment team. We will plan and
facilitate a multi -step interview process specific to the position. The process could include writing exercises,
presentations, panel interviews, tours, and an opportunity for the finalists to meet with key stakeholders. We
will develop interview questions and exercises for the candidates. A book that contains customized interview
questions and information about each of the candidates invited to interview will be provided to those involved
in the interview process. We will also facilitate pre- and post -interview briefings, collecting feedback from
anyone in the interview process.
We will coordinate the logistics of the process and provide the candidates with the details along with any travel
policy requirements or other information. We will also work with a City contact to ensure a suitable venue is
arranged for the interviews. Expenses for the candidates will be borne and reimbursed directly by the City.
The City will select the top candidate. We can help make a well-informed choice by framing what we have
learned about the candidates in the context of the position and its requirements. We will speak with candidates'
references to confirm the strength of their credentials. We will also conduct a media check to review published
information found in search engines, online publications, and social media. Reference and background checks
will be performed on the top candidates, including but not limited to education, credentials, employment
history, criminal background check, civil litigation check, and credit history.
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Office of Police Oversight Monitor Director - Exhibit A Page 14 of 17
City Secretary Contract No.
We will facilitate the offer and negotiation process. We will provide information about best practices in salary
and total compensation, and we will have obtained information on the candidate's salary. We will keep
candidates apprised of their status and release them at the appropriate time.
Deliverables:
• Interview book materials including references and background checks
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Office of Police Oversight Monitor Director - Exhibit A Page 15 of 17
EXHIBIT B
PRICE SCHEDULE
Recruitment Costs
The maximum amount to be paid to Consultant by City for all Services shall not exceed Sixty
Thousand Dollars ($60,000.00). The total fixed fee to complete the Director of the Office of Police
Oversight Police Monitor recruitment, as outlined in this proposal, is $44,800.00. This includes all
professional fees and expenses for Raftelis.
Consultant estimates the following additional costs to the City, which would be billed at cost:
Advertising Approximately $2,00042,500
Background checks Estimated at $175-$500/finalist
Finalists' interview travel Reimbursable travel expenses will be invoiced at Cost to the City
with no mark up by Consultant.
Advertising, background checks, and reimbursable travel expenses will be billed with each of the following
three installments, as appropriate:
Activity 1 — $11,682
Activity 2 — $17,493
Activity 3 — $15,625
Service Guarantee
After delivery of the recruitment documents
• Recruitment plan
• Recruitment brochure
• First -year goals
After the candidate review
After the interviews are completed
If the selected candidate should be terminated or resigns within the first twelve (12) months of employment
from the date of hire or if the City reasonably determines not to hire a candidate presented by Consultant,
Consultant shall conduct another search (Re -Search) as contemplated herein for no additional fee, other
than those for advertising, background checks, and Reimbursable Expenses.
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Office of Police Oversight Monitor Director - Exhibit B Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Raftelis
227 West Trade Street, Suite 1400
Charlotte, NC 28202
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.
Name: Christine McIntyre
P i ion: CFO
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Si nature
Name: John Davis
Position-,--ExecutvC %ce President
Melissa Levin
Position: Vice President
i
Signature
Name
C.
Signatur of President / CEO
Other Title: Presdient & CEO
Date: 2/28/2023
Professional Services Agreement
Between the City of Fort Worth and
Raftelis for Talent Acquisition Services — Office of Police Oversight Monitor Director - Exhibit C Page 17 of 17