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HomeMy WebLinkAboutContract 60094City Secretary Contract No. 60094 VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Strategic Government Resources ("Consultant'), 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 Vendor 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 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 Director of The FWLab Department (also known as "Chief Transformation Officer") 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 February 29, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Comuensation. 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 Forty Thousand Dollars ($40,000.00). 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. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 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 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 City Secretary Contract No. 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. Indeuendent 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, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE 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 CA USED 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, 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 City Secretary Contract No. 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 Assigmment. 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 City Secretary Contract No. Coverage shall be on any vehicle used by Consultant, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial 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. City Secretary Contract No. (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: Jesica McEachern, Assistant City Manager Attn: Jeri J. Peters 200 Texas Street President of Executive Recruitment Fort Worth, TX 76102-6314 P.O. Box 1642 Jesica.McEachema,fortworthtexas.2ov 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 and B. 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. City Secretary Contract No. 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. Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (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. Consultant 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (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 9010113 CITY OF FORT WORTH: By: op� Name: Jesica McEachern Title: Assistant City Manager Date: Sep 13, 2023 APPROVAL RECOMMENDED: Oianna X Giordano By: Dianna M. Giordano (Sep 8, 202319:25 CDT) Name: Dianna Giordano Title: Director of Human Resources gd44�Un� oo FORt*o9d�d ATTEST: v �e Pva oSe .aAzt- v aII4 nEXA?oao 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. Yam fG&HWtA40L By: Vanessa Hottman (Seo 8, 2023 17:54 CDT) Name: Vanessa Hottman Title: Interim Human Resources Manager APPROVED AS TO FORM AND LEGALITY: By: uJdza,� Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A — Professional Service Exemption CONSULTANT: STRATEGIC GOVERNMENT RESOURCES ,7eLl Tete r By: Jeri J. Peters (Sep 7, 202318:13 PDT) Name: Jeri J. Peters Title: President of Executive recruitment Date: Sep 7, 2023 20 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES SOR will provide the following senim to City (°`Climf)_ A full--senzve recnutment entails the follol.%ur steps and is tailored to meet -the Client's needs: 1. Organizational Inquiry and _einah-sh ■ Dff%lopmen1 of Re=tment Plan and Timeline F Indi%zdual Inten -lews with Key Stakeholders ■ Creation of Position Profile Brochure '_. Advertising and �Sar6etin,-, Communication RithApplic ants and Prospects 3, Initial Screening and ReLiew 4, Search Committee Biiefina to Facilitate Selection of Sec l&ahsn Evaluation of Semifinalist C andida tes f Written Questionnaires F Recorded Online Intenzew s ■ Media Searches - Sta eue 1 6, Search Committee B 0efing to Facilitate Selection ofFinallsts ?, E; aluation of Finalist Candidates F Camaprehensii a -Nle& Searches - Stage.' ■ C=prehemve Backuround Investigation Reports F DnSC Maunaement : ssessni,ents (nTplemental senice) ■ First Year Came Plan or {)then A(hmced Exercise S. Inter dew Rnwess ■ Face -to -Face lntenziews ■ Stakeholder Engagumnt (may occur earlier in proce3s) ■ Deliberatiow ■ Reference Cheds (may occur earlier in process) 9. Xegot6tions and Hiring Process F I7eterminaticm of Terms of an Oar ■ Negotiation of Terms and Conditions of Employment ■ Press Release (if requested) Step 1: Or*Qanirationd Inquiry and Analy313 Development of Recruitment Plan .and Timeline SGR will meet with the client at the outset of the project to finalise the recruimient plan and timeline. At this time SCR will also request that the client provide us with photos and information on the is noun nits', ory=aticua� and position to assist us in the position profile brochure. Iudhidual Inter;ie s -nith Key Stakeholders SGR dewtes tremendous energ} to understanding your orgamzanon� s umiquue vulture. envzronnwat and coals to ensure you get the right match for your particular new. Fully understanding your ort n zatiawd needs is the most critical part of conducting a successful executive rernut cent. In consultation %%ith the Search Un mittee- SGR will develop a list of individuu ds to meet with about the position. These intenleu s identify issues that may affect the d}uamacs of the reenutnuent, as well as develop a € omposite understanding of the lirofessioaal Sarszces AgWmeat Bet ,Bmthe City ofFort Wirth aid SGX fDr Talent Acquisition SeMees - Fly and Data Analytic L7irecbr - ExhL>~it A Page 14 Df 22 City Secretary Contract No. Step 4: Search Committee Btiefing; Selection of Semifinalist Candidates At thi; briefing, SGR will pro-ide a comprehe vie progress report and fw htate 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 credenfals_ SGR is the only fine that offers this level of reporting detail and transparency. Step 5: Evaluation of Semifinalist Candidates Re%gewing resumes is an important and valuable step in the executive reamimeut process_ However- ream,es can be misleading. Resumes fail to disclose the indi%ubual's personal qualities and his or her ability to get along with other people. Resnmes can also exaggerate or inflate acoamglisLmaents and experience- SGR's responsibility is to go deeper than the restore to ensure that those candidates who eantinu,e in the process are tnuly outstanding. SOR's Baal is to have a clear understanding of the person behind the resumne and what makes them an outstanding prospect for you. The n- luatiam of semifinalist candidates includes follow-vp when appropriate to ask any questions about underl3W issues. Written Questionnaires SGR will ask wmifinali3t candidates to complete a comprehensive %mften exercise designed to provide greater insight into candidate thought processes and contnmutication styles. SGR's writtenVinstntment is custom. designed around the priorities identified bv- the Search Committee and usually includes questions focusing on key areas ofpaiticularinterest to the client~ This wrirten instrument will be intludedinthe semifinalist briefing book along with cover letters and resumes submitted by the candidates_ Recorded ChAine Intenniews SCUP will ask semifinalist candidates to complete online intenwws. This provides a vwv insightful, efficient and cost-effective way to gain additional insights to utilize in sele ling fmalists you want to invite for an onsite interview. The recorded amliw intervviews allow the Search Cronm uttee to evalttate technological competence_ demeanor_ verbal comnm ication 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 far the Search Committee to ask candidates questions on specific topics of special interest_ Links to view the online interviews are emailed to the Search Committee members for mewing at their cnmvemence prior to selection of finalist -candidates_ Media Searches - Stage 1 `_Stage 1" of our media search process involves the use of the web -based inferfare Nesis Diligemcem. Thi3 platform is an aggregated subscription -based platform that allows access to global news; business, legal, and regulatorycontent. These media reports at the semifinalist stage have proven helpful byuwcxnm rig issues that may not have been previously disclosed by prospective candidates_ The recnuter will commmmicate any `led flags„ to the Search Cronmmittee immediately upon discovery. Step -6: Search Committee Briefing l Selection of Finalist Candidates Prior to this briefing, SGR will prc ide each member of the Search Committee with a briefing book on the semifinalist candidates_ The briefing book includes cover letters, resumes, and completed questi onmaires. The Profassimal Senors ri@venxmt Betuwm the City ofFaat Wo h and Ka fcr Tatent Acquism m Seitz - PLuEng and Data Analytic Di Eoe - F.xhmbit A Page 16 of" City Secretary Contract No. link to view the omliue intenzews is emaded separately to Search Committee members. The purpose of this briefing is to facilitate narmmnig the list to up to 5 finalists who will be imited for personal mfemews. Step 7: Evaluation of Finalist Candidates Comprehensive Media Searches - Stage ? -Stage "„ of our media search process includes the web -based interface Nerds Diligence along with Google as a supplementary tool. By utihnng both, we can prcmde our clients with an enhanced due diligence process to help vet potential candidates in an efficient and comprehensive nnanner_ vO ch rednces the risk of overlooking important infamoauca. The Stage 2 media search consists of a more complex search, which also inchudes social media platfornL,._ and has proven helpful in analyzing possible adverse news about the candidate b5, uncarvering issues that may not ha�,e been prn-iously disclosed by the candidate_ The media search gives the Search Committee an men tevy of the t rpe and extent of press coverage that a candidate has experienced over the course of their career. Vie%y a sample media report at: httv:,'.'bit.1-v+'SGRSamgleblediaRemort Comprtheusive B3&ground Iusestiaation Reports Through SGR's partnersship with a licensed private im zestigatum firm, we are able to provide our clients with comprehensive background screening report3 that include the detailed information listed below. V iew a sample background report at: bat.lv/SGRSamleBackzroun&tenort. ■ Social Security number trace - - F Address history ■ Driving histon motor vehicle records ■ Credit report cif desired) ■ Federal criminal search ■ National criminal search ■ County wants and warrants for pre;ion,. 10 )-ears ■ Global homeland seruuaty search F Sex offender registry search F State criminal search (for current and prEvicus states of residence) Comfy cavil and criminal search {for every county .in which candidate has lived or ixorked) for precious 10 years F Education verification ■ Employment verification (if desired) ■ h4ilitar} Verification (if desired} DISC: 113nagement Assessments (supplemental setilce) SGR uses a DISC-Mamagement assessment tooL which is among the most %validated and reliable personal assessment tools a%m able_ The DISC Management assessment analyzes and reports comprehensively on the candidate's preferences in five iital areas: management style; directing and delegating, motivation: development of others, and working with his her own manager_ Vievi a sample report at: bitJv.SGRDiscProfileSammle. For assessments of mare than two candidates, a I iSC Mananeineat Camaparis n Report is included- which provides a side-by-side,&w of each candidate's preferred management style. View a sample comparison report at: bit_1v/SGRDiscTeamRenort. First Year Game Plan or tither Advanced Exercise Prafessiaual Serszces Amyement Betamm the Crty afFm % Drth and SCR for Talent Acquisition Samces — PLmm g and Data Anabncc—, Director - ExlLbit _z Pa =_e 17 of„ City Secretary Contract No. SGR will work with your oTM=x=tion, if desired to develop an adxmzed exercise for the finalist candidates. One example of !AK hanexercise is a 'Tint Year Crime Plate" aprocess where fin al0 candidate3 ;-ffepnnided with the contact information for elected officials_ ke4 staff- and community leaders and then given free rein to make contact with all ofthem in adkv-ance and use those insights to &vdop a -first year game plan" based on nhat they know so far_ Feedback is received from the key contacts on their impressions of the finalist candidates from the interactions vnth the candidates prior to the intenlews. This exercise pmnides the oppordunity to evaluate candidates' written and mte personal conmmuncation Skills, as well as critical analysis skills. Step 8: Iuten%ew Process Face -to -Fare Inteniews SGR will schedule iutensniews at a datehime convemer# 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 dekTloping the inteniew schedule and timeline. SGR will prepare sale imtengew questions and will participate throughout the process to make it smooth and efficient Stakeholder Eapigement At the discretion of the Search Coin=t tee_ -;%T willwork closely with your organizationto engage stakeholders in the recruitment process_ Our recommendation is that we design a specific stakeholder engagement process after are learn more about the organization and the cammmm h-. 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 effects kre far the unique needs of the organization. ■ Stakeholder sur -ey f supplemental sen%ce, can be prodded at an additional cost) ■ Imleniewing commauniry leaders at the outset of the recruitment, ■ Holding a public fbium far citizen engagenxmf at the outset of the re=tmemt; ■ Czmm mty Leader reception; ■ Meet and greet, ■ Search Committee and Lffy community leader dinner meeting; ■ "Round Robin': fonimmeetings 1xith %anoiu comnmunity groups d=ga m ultl-day inteniewprocess. Deliberations SGR %kill facilitate a discussion about the finalist inten%ews and assist the Search C-ommmittee in making a hiring decision or in deciding whether to bring back one or macre candidates for a second imten2ew. Reference C'kKh--s S&P, uses aprogtessikre and adaptive automated reference check system to pro%ide imights on candidates' soft stalls from a well-rounded group of referees_ References may include elected officials, direct visors, direct reports, internal organizational peers, professicnal peers in other oraamizatioms, and cwtc leaders_ SOR's reference dw& platform is anonymous, which is prokw-ren to encourage more candid and truthful responses, in tun pro%%ding organizations v thmoremeanimgful and insightful information on candidates_ SGRprmldes a written ammnary 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 intenniews, SGR will typically contact references prior to the inteniew• process_ If the aame3 of the finalists are not made public prior to intensniews, SCAR will q-pically wait until the or- m mtion has selected its top candidate before calling references in order to protect candidate confidentiality. Pro-fessiaoal Senzces Aft B*tREn the City of Fort Worth and SCR fog TalentAcquisi&M SBn- Plannine and Data Aualyfic: Director - E-Jubit A Page 1S of 22 Step 9: Negotiations and Fliring Process Determine the Teiws of an der Upon request SGR nill provide appropriate employment a Rreement language and other helpful information to assist you in determining an appropriate offer to extend to your candidate of choice. Neaotiate Terms and Conditions of Ernplo{ment SGR will assist to wh er degree you deem appropriate in conducting negotiations pith the chosen candidate_ SGR gill detmnine and define any special needs or concerns of the chosen candidate_ including anything that omuld be a cn4Lcating factor. SGR is experienced and prepared to help craft win -win solutions to negoiiatiion --log-] Luo-,: Press Release (if requested) Until you have {`sealed the deal:" you should be cautious in order to a%,3mid 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. SGR will assist with this coordination and with draft any announcements or press releases. Satisfaction Sin-Vevs SGR is comnoitted to authentically following the golden rule by provuAng prompt: professional and excellent conmumaeatian and always treating every client with honor, dignity, and respect_ We ask cliand candidates to ommplete a brief and confidential since. after the completion of their recmit rent_ This helps us strive to continuously improve our processes and meet the changing needs of the workforce_ Supplemental Senice: Post -Hire Tea Fn Building Workshop SGR can prcn-ide a customized team building workshop after you hire for the position. SGR uhhzm I -OPT, which is a va dated measurement tool that shows how a person perceives and processes information- Because people "see" d0ment things when they assess a situation- they are motiv:atedto take various courses of action, so understanding you and }vff colleagues' I-OPI Profiles will enable ,-ou to u oA nwch more eflectivety as a tee This sersnzce can be provided at an additional oast. View semaple I -OPT reports at: bit1v isamnleIOPTreports. Professional Smaces ApeEmmt Betveeea the Cite ofFwt WDrth and SGR fixr Totemrlcq iton Sere - Planaang andData Analybcs axKLtw - FxhRnt A Ngs 19 of 22 City Secretary Contract No. Projected Timeline HWJdays may of fed recruitment schedule. Task • Contract Executed • Develop Recruitment Plan, Ti meli nip • Individual Interviews with Key Stakeholders • Deliverable: Position Profile Brochure • Search Committee Reviews and Approves Brochure • Advertising and Marketing • Accept Applications • Communication with Prospects and Applicants • Initial Screening and Review • Search Committee Briefiing,JSelect Semifinalists • Questionnaires and Recorded Online Interviews • Media Searches -Stage 1 • Deliverable: Semifinalist Briefing Books and Online Interviews • Search Committee Briefing/Select Finalist Candidates • Comprehensive Media Searches - Stage 2 • Comprehensive Background Investigation Reports • DiSC Management Assessments (supplemental service) • First Year Game Plan or Other Advanced Exercise • Deliverable: Finalist Briefing Books • Face -to -Face Interviews • StakeholderEngagement (may occurearlierin process) • Deliberations • Reference Checks (may occur earlier in process) • Negotiatio,)s and Hiring Process 9 Weeks Week 1 Weeks 2-3 Weeks 4-7 Week 8 Week 9 Week 10 Week 11 Weeks 12-13 Week 14 Week 15 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 Forty Thousand Dollars ($40,000.00). 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 Nat -to -Exceed Price: $24,150 * (reflects $750discount) * Ad placement costs are not inchided in the Not -to -Exceed Price. Ad placement costs are estimated to be between $I, 750 and $2,500 and shall be added to the total cost of services upon approval ffom the organization. Not -to -exceed price includes: * Professional Service Fee- $19,500 * Expenses: c Position Profile Brochure & Marketing - $750 (reflects$750 discount) • Production of a professional position profile brochure • Custom -designed graphics for social media and email marketing ■ Announcement in SGR's 10 in 10 Leadership and Innovation e-newsletter ■ Two (2) email blasts to SGR's opt -in Job Alert subscribers for the relevant job category ■ Job placement on SGR's website ■ Ad placement on SGR'slob board ■ Promotions on SGR's social media pages — Faceboo k, Twitter, 1inkedIn, and Instagram o Semifinalist Recorded Online interviews for uptotwelve(1-2)semifinalists-$225 each o Comprehensive Media Reports for up to five (5) finalists- $500 each o Comprehensive Background InvestigatiGn Reports for up to five (5) finalists - $400 each o Comprehensive Reference Checks with indmiduaireports for uptofive (5}finalists - $225 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 back at a per diem rate of $15 for breakfast, $20 for lunch, and $30 far dinner. Mileage +null be reimbursed at the current IRS rate. All other travel -related expenses are billed back at actual cost, with no markup for overhead. Trovei will be dependent on COWD restrictions in place at the time and take into consideration the health and safety of team members of both SGR and the Organization. Reimbursable Expenses + Ad placements, as approved by the organization, wil I be billed back at actual cost with no markup far over>heaI City Secretary Contract No. Supplemental Services The supplemental services listed below are not included in the not -to -exceed price; • Additional online interviews (over and above the twelve (12) included in the not -to - exceed price above) are offeredfor$225 per candidate. • Additional comprehensive media reports (over and above the five (5) included in the not - to -exceed price above) are offered for 500 per candidate. • Additional background investigation reports )over and above the five {5) included in the not -to -exceed price above} are offered for 400 per candidate. • Additional reference checks (over and above the five �5) included in the not -to -exceed price above) are offered for $225 per candidate. • There is a cost of $175 per candidate for the DiSC Management Profile, • Semifinalist and finalist briefing materials will 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 cast. • 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 prioe. Travel and onsite time will be billed at a professional fee (per recruiter) of $1,000 per half -day and $1,500 per full day. Meals are billed back 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. • Candidates are reimbursed directly bythe organization fortravel expenses. • SG will conduct a Stakeholder Survey for $1,000. SGR 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 personfor I -OPT reports. • If the organization desires any supplemental services not mentioned in this section, an estimate ofthecostand hours to be committed will be provided atthattime,and nowork shall be done without approval. Billing The professional service fee for the 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 at the 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.