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HomeMy WebLinkAboutContract 59725City Secretary Contract No. 59725 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 Dana Burghdoff, its duly authorized Assistant City Manager, and Strategic Government Resources ("Consultant"), a Texas corporation, acting by and through Jeri J. Peters, its duly authorized President of Executive Recruitment, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. The Professional Services Agreement; 2. Exhibit A — Scope of Services; and 3. Exhibit B — Price Schedule Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. a.) Consultant will, with good faith and due diligence, conduct a professional search to select a new Assistant Development Services Director — Zoning and Design Review 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. 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 fixed Professional Service Fee and any reimbursable expenses and/or supplemental services, shall not exceed Thirty - Five Thousand Dollars ($35,000.00). 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 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 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. 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 City Secretary Contract No. 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. Indenendent 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. Liabilitv and Indemnification. 8.1 LIABILITY - CONSUL TANT 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, SERVANTSAND EMPLOYEES, FROM AND A GAINST 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 AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, City Secretary Contract No. 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. 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 Coverase and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: City Secretary Contract No. $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 Reauirements (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. City Secretary Contract No. (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 Strategic Government Resources (SGR) Attn: Dana Burghdoff, Assistant City Manager Attn: Jeri J. Peters 200 Texas Street President of Executive Recruitment Fort Worth, TX 76102-6314 P.O. Box 1642 Facsimile: (817) 392-8654 Keller, TX 76244 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. 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. City Secretary Contract No. 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 Mai eure. 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, 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 City Secretary Contract No. 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 Nationalitv 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 Authoritv. 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 Comvanv 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. City Secretary Contract No. 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 Bovcotting Energv 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. (signature page follows) City Secretary Contract No. Keiej01WIY04I7:\121IX.T 9DID)13 CITY OF FORT WORTH: T>a� 3:� By: Dana Burghdoff (J 7, 202 1 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Jul 7, 2023 120 APPROVAL RECOMMENDED: Y By: DJ Harrell (Jul 6,202309:53 CDT) Name: D.J. Harrell Title: Director of Development Services 4?'OU4pQ�� ATTEST: :4 FFORt*'a v°Fg 1°9-�0 �aev nb b..lo p By: . Name: Jannette Goodall Title: City Secretary 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. Tavier Valencia By: Javier Valencia(Jul 5, 202316:27 CDT) Name: Javier Valencia Title: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: By: uJW&,,41 Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A — Professional Service Exemption CONSULTANT: BRADBURY MILLER ASSOCIATES 9ev� I. Perms; - By: Jeri J. Peters (Jul 5, 202311:26 PDT) Name: Jeri J. Peters Title: President of Executive recruitment Date: Jul 5, 2023 20 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Recruitment Approach & Methodology Step 1: Organizational Inquiry and Analysis Development of Recruitment Plana rid Timeline SGR will meet with the client at the outset of the project to finalize the recruitment plan and timeline. At this time, SGR will also request that the client provide us with photos and information on the community, organization, and position to assist us in drafting the position profile brochure. Individual Interviews with Key Stakeholders SGR devotes tremendous energy to understanding your organization's unique culture, environment, and goals to ensure you get the right match for your particular needs_ Fully understanding your organizational needs is the most critical part of conducting a successful executive recruitment. In consultation with the Search Committee, SGR will develop a list of individuals to meet with about the position_ These interviews identify issues that may affect the dynamics of the recruitment, as well as develop a composite understanding of the position, special considerations, andthe politicalenvironment_Thisprocess helps withorganizational buy - in and will assrst us in developrngthe position profile_ Development of Position Profile Brach ure Following the individual interviews, SGR will develop a draft position profile brochure that is reviewed and revised in partnership with your organization until we are In aereement that it accurately reflects the sought-after leadership and management characteristics. To view sample recruitment brochures, please visit: httos://sue_ nublODenRecruitments Step 2: Advertising a nd Marketing, Corn munication with Applicants and Prospects Advertising and Marketing The Executive Recruiter and client work together to determine the best ways to advertise and recruit for the position. SGR's Servant Leadership e-newsletter, where your position will be announced, reaches over 43,000 subscribers in all 50 states. Wewill also send targeted emails to opt -in subscribers to SGR's Job Alerts. Your position will be posted on 5GWr, Website, httvs=ffser.aub/SGRWebsite, and on SGWs lob Board, httpsJARr_pubISGRJobBoard- SGR provides a comprehensive social media marketing campaign that includes custom-made graphics and distribution on Facebook, Twitter, Instagram, and Linkedln. Ads are also typically placed In various state and national publications, targeting the most effective venues for reaching qualified candidates for that particular position_ City Secretary Contract No. Communication with Prospects SGR cam municates with interested prospects on ongoing basis during the recruitment process_ Outstanding prospects often will not submit a resume until they have done considerable homework on the available position_ A significant number of inquiries will be made, and it is essential that the executive search firm be prepared to answer those questions with fast, accurate, and complete information, and in a kyarm and personal manner. This is one of the first places a prospective candidate will develop an impression about the organization, and it is an area in which SGR excels. Communication with Active Applicants Handling the flow of resumes is an ongoing and significant process_ On the front end, it involves tracking resumes and promptly acknowledging their receipt_ It also involves timely and personal responses to any questions or inquiries_ SGR communicates frequently with applicantsta ensure they stay a nthusiastic and informed a bout the o pportun ity_ SGR se rids weekly updates to active applicants regarding the organization and community. Step 3: 1 n itia I Screening and Review SGR uses a triage process to identify high -probability, medium -probability, and low -probability candidates. The triage ranking is focused on overall assessment based on interaction with the applicant, qualifications, any known issues regarding previous work experience, and evaluation of cultural fit with the organization. In contrast with the triage process described above, which focuses on subjective assessment of the resumes and how the candidates present themselves, we also evaluate each candidate to ensure that the minimum requirements of the position are met and determine which preferred requirements are met. This sifting process assesses how -well candidates' applications fulfill the recruitment criteria outlined in the Position Profile. Step 4: Search Committee Briefing j Selection of Semifinalist Candidates Atthis briefing, SGR Al provide a comprehensive progress report and facilitate the selection of up to 12 semifinalists_ The presentation will include summary information on the process so far, the candidate pool overall, and any trends or issues, as well as a briefing on each candidate and their credentials_ Step 5: Evaluation of Semifinalist Candidates Reviewing resumes is an important and valuable step in the executive recruitment process_ However, resumes can be misleading. Resumes fail to disclose the individual's personal qualities and his -or her ability to get along with other people. Resumes can also exaggerate or inflate accomplishments and experience. SGR's responsibility is to go deeperthan the resume City Secretary Contract No. to ensure that those candidates who continue in the process are truly outstanding. 5GR'sgoal is to have a clear understanding of the person behind the resume and what makes them an outstanding prospect for you. The evaluation of semifinalist candidates includes follow-up when appropriate to ask any questions about underlying issues. Written Questionnaires SG will ask semifinalist candidates to complete a comprehensive written exercise designed to provide greater insight into candidate thought processes and communication styles- SGR's written instrument is custom designed around the priorities identified bythe Search Committee and usually includes questions focusing on key areas of particular interest to the client. This written instrument swill be ind'uded in the semifinalist briefing book along with cover letters and resumes submitted by the candidates. Recorded Online interviews SGR will ask semifinalist candidates to complete online interviews- This provides a very insightful, efficient and cost-effective wayto gain additional insights to utilize in selecting finalists you want to invite for an onsite interview- The recorded online interviews allow the Search Committee to evaluate technological competence, demeanor, verbal communication skills, and on -camera presence- Online interviews also convey to candidates that the organization is using leading edge technology in its business processes and provide an opportunity for the Search Committee to ask candidates questions on specific topics of special interest- Links toview the online interviewsare emailed to the Search Committee members for viewing at their cornvenience prior to selection of finalist candidates - Media Searches - Stage i "Stage 1" of our media search process involves the use c f the web -based interface Nexis ailigenceTM. This platform is an aggregated subscription -based platform that allows access to global news, business, legal, and regulatory content. These media reports at thesemifinaliststage have proven helpful by uncovering issues that may not have been previously disclosed by prospective candidates -The recruiter will communicate any "red flags" to the Search Committee immediately upon discovery - Step 6: Search Committee Briefing f Selection of Finalist Candidates Prior to this briefing, SGRwill prov;de each member of the Search Committee with a briefing book on the semifinalist candidates- Tftie briefing book includes cover letters, resumes, and completed questionnaires -The link toviewthe online interviews is emailed separately to Search Committee members- The purpose of this briefing is to facilitate narrowing the list to up to 5 finalists who wi I I be i nv ted for persona I i nterviews. Step 7: Evaluation of Finalist Candisdates Comprehensive Media Searches - Stage 2 "Stage 2" of our media search process includes the web -based interface Nexis DiIigenceTM along with Goggle as a supplementary tool. By utilizing both, we can provide our clients with an enhanced due diligence process to help vet potential candidates in an efficient and comprehensive manner, which reducesthe risk ofoverlooking important information. The Stage 2 media search consists of a more complex search, which also includes social media platforms, and has proven helpful in analyzing passible adverse news about the candidate by uncovering issues that may not have been previously disclosed by the candidate_ The media search gives the Search Committee an overview of the type and extent of press coverage that a candidate has experienced over the course of their career_ View a sample media report at: httos:Ifser_ oubISGRMedia Report. Comprehensive Background Investigation Reports Through SG Ws partnership with a licensed private investigation firm, we are able to provide our clients with comprehensive background screening reports that include the detailed information listed below_ View a sample background report at: httvs:Ilser.nub/SGRBackyroundRenort. i Social Security numbertrace • Address history i Driving history/motor vehicle records • Credit report (if desired) • Federal criminal search • National criminal search i County wants and warrants for previous 10 years • Global homeland security search i Sex offender registry search + State criminal search (for current and previous states of residence) + County civil and criminal search (for every county in which candidate has lived or worked) for previous 10 years + Education verification + Employment verification (if desired) + Military verification (if desired) PA Management Assessments (supplemental service) SGR uses a� Management assessment foal, which is among the most validated and reliable personal assessment tools available. The � Management assessment analyzes and reports comprehensively on the candidate's preferences in fire vital areas: management style, directing and delegating, motivation, development of others, and workingwith his/her own manager_ View a sample report at: httos:Jlszr_oubISGRDiSCReoort_ For assessments of more than two candidates, a pIK Management Comparison Report is included, which provides a side -by -side View of each candidate's preferred management style_ View a sample comparison report at: httos Ifser_ oubISGRDiSCComoa re_ City Secretary Contract No. First Year Game Wan or Other Advanced Exercise SGR will work with your organization, if desired, to develop an advanced exercise for the finalist candidates_ One example of such an exercise is a "First Year Game Plan," a process where finalist candidates are provided with the contact information for elected officials, key staff, and community leaders and then given free rein to make contact with aill of them in advance and use those insights tD develop a "first year game plan" based on what they know so far_ Feedback is received from the key contacts on their impressions of the finalist candidates from the interactions with the candidates prior to the interviews. This exercise provides the opportunity to evaluate candidatesr written and interpersonal communication skills, as well as critical analysis skills. Step 8: 1 me r+iew Process Face -to -Face Interviews SGR will schedule interviews at a date/time convenient to your organization. This process can be as simple, or as complex, as your organization desires_ SGR will help you determine the specifics and assist in developing the interview schedule and timeline_ SGR will prepare sample interview questions andwill participate throughoutthe processto crake itsmooth and efficient_ Stakeholder Engagement Atthe discretion of the Search Committee, we will work closely with your organization to engage stakeholders in the recruitment process_ Our recommendation is that we design a specific stakeholder engagement process after we learn more about the organization and the community_ different approaches work best in different communities_ We will collaborate with your organization to determine which option, or combination of options, will be the most effective for the unique needs of the organization_ ■ Stakeholder survey (supplemental service, can be provided at an additional cost) ■ Interviewing community leaders at the outset of the recruitment, ■ Holding a public forum for citizen engagement at the outset of the recruitment, ■ Community leader reception, a Meet and greet, Search Committee and key community leader dinner meeting; "Round Robin' forum meetings with various community groups during a multi -day interview process_ Deliberations SGR will facilitate a discussion about the finalist interviews and assistthe Search Committee in making a hiringdecision or in decidingwhetherto bring back one or more candidates for a second interview_ City Secretary Contract No. Reference Checks SGR uses a progressive and adaptive automated reference check system to provide insights on candidates' soft skills from a well-rounded group of references_ References may include elected officials, direct supervisors, direct reports, internal organizational peers, professional peers in other organizations, and civic leaders_ SGR's reference check platform is anonymous, which is proven to encourage more candid and truthful responses, in turn providing organizations with more meaningful and insightful information on candidates. SGR provides a written summary report to the organization once all reference checks are completed_ The timing of reference checks may vary depending on the specific search process and situation_ If the names of the finalists are made public prior to interviews, SGR will typically contact references prior to the interview process_ If the names of the finalists are not made public prior to interviews, SGR will typically wait until the organization has selected its top candidate before calling references in order to protect candidate confidentiality_ Step 9: Negotiations and Hiring Process Determine the Terms of an Offer Upon request, SGR will provide appropriate employment agreement language and other helpful information to assist you in determining an appropriate offer to extend to your candidate of choice. Negotiate Terms and Conditions of Employment SGR will assist to whatever degree you deem appropriate in conducting negotiations with the chosen candidate. SGR will determine and define any special needs or concerns of the chosen candidate, including anything that could be a complicating factor_ SGR is experienced and prepared to help craftwin-win solutions to negotiation "log -jams." Press Release [if requested) Until you have "sealed the deal," you should be cautious in order to avoid the embarrassment of a premature announcement that does not work out_ It is also best practice to notify all senior staff and unsuccessful candidates before they read about it in the newspaper. SGRwill assist with this coordinatron and with drafting any announcements or press releases. Satisfaction Surveys SGR is committed to authentically following the golden rule by providing prompt, professional and excellent communication and always treating every client .vrth honor, dignity and respect_ We ask clients and candidates to complete a brief and confidential survey after the completion of their recruitment This helps us strive to continuously improve our processes and meet the changing needs of the workforce. City Secretary Contract No. Supplemental Service: Post -Hire Team Building Workshop SG can provide a customized team building workshop after you hire for the position_ SGR utilizes 1-OPT, which is a validated measurement tool that shows how a person perceives and processes information. Because people "see" different things when they assess a situation, they are motivated W take various courses of action, so understanding you and your colleagues' I- OPT ProfileswiII enable you to work much more effectively as a tea m_Thisservice can be provided at an additional cost View sample 1-0 PT reports at: htto5:{{5eT_nub{Samoiel0PT City Secretary Contract No. EXHIBIT B PRICE SCHEDULE The maximum amount to be paid to Consultant by City for all Services, including the Professional Service Fee and any reimbursable expenses and/or supplemental services, shall not exceed Thirty -Five Thousand Dollars ($35,000.00). 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. Recruitment Costs & Service Guarantee Not -to -Exceed Price Per Search: $24,150 * (r ffEcts $750 discozont per search) ,*Ad p;acement casts are not included in the Nat -to -Exceed Price- .4d placement costs per search are estimated to be between $1,750 and $2,500 and shall be added to the tatal cost of services upon approval from the orgardzation- Not-ta-exceed price per search includes: + Professional Service Fee - $18,500 • Expenses; Position Profile Brochure & Marketing - $750 (reflects $750 discount) ■ Production of a professional position profile brochure ■ Custom-designedgraphicsfor social media and email marketing ■ Announcement in SGR's 10 in 10 Leadership and Innovation e-rnewrsletter ■ Two (2) email blasts to SGR's apt -in Job Alert s u bscribers for the relevant job category ■ Featured job placement on SG R's vvebsite ■ Featured ad on SGR's job board ■ Promotion sonSGR'ssocial mediapages— Farebook,Twitter, LinkedIn, and Instagram o Semifinalist Recorded Online interviews far up to twelve (12) semifinalists - $225 each o Comprehensive Media Reports for up to five (5) finalists - $500 each o Comprehensive Background Investigation Reports for up to five (5) finalists - $400 each o Comprehensive Reference Checks with individual reports for uptofive (5)finalists - $2 25 each o Up to two (2) multi -day onsite visits by one Recruiter to the Organization, for up to 2 and 1/2 days per visit- Meals are billed bark at a per diem rate of $15 for breakfast, $20 for lunch, and $30 for dinner- Mileage will be reimbursed at the current IRS rate- All other travel -related expenses are billed back at actual cost;, with no markup for overhead. Travel will be dependent an COWO restrictions rn place of the time and take into consideration the health and safety of team members of both SGR and the organizotion- Rei mbu rsa bl a Expenses • Ad placements, as approved by the organization, will be billed back at actual cost with no markup for overhead. City Secretary Contract No. Supplemental Services Thesupplemental services listed below are notincluded inthe not -to -exceed price: + Additional online interviews (over and above the twelve (12) included in the not -to - exceed price above) are offered for $225 per candidate_ • Additional comprehensive media reports (over and above the five (5) included inthe not - to -exceed price above) are offeredfor $500 percandidate_ + Additional background investigation reports (over and above the five (5) included in the not -to -exceed priceabove) are offered for $400 percandidate. • Additional reference checks (overand abovethefive (5) included inthe not -tea -exceed price above) are offered for $225 per candidate_ + There is a cost of $175 per candidate for the pjpq Management Profile. • Semifinalist and finalist Isriefing materials wiII be provided to the search committee via an electronic link Should the organization request printing of those materials, the reproduction and shipping of briefing materials will be outsourced and be billed back at actual cost + Additional onsite visits (over and above the two (2) onsite visits included in the not -to- exceed price above) by one Recruiter will be billed over and above the not -to -exceed price_ Travel and onsite time will be billed at a professional fee (per recruiter) of $1r000 per half -day and $1,500 per full day_ Meals are billed back at a perdiem rate of $15 for breakfast, $20 for lunch, and $30 for dinner. Mileage will be reimbursed at the current IRS rate_ All other travel -related expenses are billed back at actual cast, with no markup for overhead. • Candidates are reimbursed directly by the organization for travel expenses_ + SGR will conduct a Stakeholder Survey for $1,000. SG provides recommended survey questions and sets up an online survey_ Stakeholders are directed to a web page or invited to take the survey by email_ A written summary of results is provided to the organization_ • A half -day onsite post -hire team building workshop is offered for $4,000, plus travel expenses and $150 per person for I -OPT reports_ + If the organization desires any supplemental services not mentioned in this sectron, an estrmatecfthecostand hours to be committedwill beprovided atthattrme, and no work shall be done without approval_ Billing The professional servicefee for each recruitment is billed in three equal installments during the course of the recruitment. The initial installment is billed after the position profile brochure has been created. The second installment is billed after semifinalists are selected_ The final installment is billed atthe conclusion of the recruitment. Expenses and supplemental services will be billed with each of the three installments, as appropriate_ City Secretary Contract No. Service Guarantee SGR guarantees that you will be satisfied with the results of the full service recruitment process, or we will repeat the entire process one additional time and charge only for expenses_ Additionally, if you select a candidate (that SGR has fully vetted) who resigns or is released within 18 months of their hire date, SGR will repeat the process one additional time and charge only for expenses. If the organization circumvents SGR's recruitment process and selects a candidate who did not participate in the full recruitment process, the service guarantee is null and void. We also guarantee that we wi I I not directly solicit a candidate we bri ng to you for a nother job.