HomeMy WebLinkAboutContract 60635City Secretary Contract No. 60635
FORT WORTH.
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, acting by and
through Jesica McEachern its duly authorized Assistant City Manager and GovHR, a division of MGT of
America Consutling, LLC. ("Consultant"), a Florida Limited Liability Company, acting by and through
A. Trey Traviesa, its Chief Executive Officer, each individually referred to as a "party" and
collectively referred to as the "parties."
1. Scope of Services. Consultant will, with good faith and due diligence, assist the City in the
process of conducting an executive search to select a new Assistant Park & Recreation Director for the City
of Fort Worth ("Services"). In Particular, Consultant will perform all duties outlined and described in the
Scope of Work, as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all
purposes.
2. Term. This Agreement begins on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on May 14, 2024 ("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," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Thirty -Six Thousand Five -Hundred Dollars
($36,500.00). Consultant will not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of Consultant not specified by this Agreement
unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor 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 Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third parry 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 will promptly notify Vendor. It will be the responsibility of Vendor 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. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, 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 Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
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will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL 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
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'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 VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor 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 will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor 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 will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
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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, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not m terially 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 Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
AssiEnment and Subcontracting.
9.1 Assisnment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must 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 Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
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10.2
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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 must 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 must be submitted to City to evidence coverage.
General Reurrements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must 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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. Compliance with Laws, Ordinances, Rules and ReLFulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth GovHR a division of MGT of America Consulting,
Attn: Jesica McEachern, Assistant City Manager LLC
200 Texas Street
Fort Worth, TX 76102-6314 Judy Schmittgens
Facsimile: (817) 392-8654 630 Dundee Road, Suite 225
With copy to Fort Worth City Attorney's Office at Facsimile: (847)380-3240
same address
14. Solicitation of Emvlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will 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 will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor 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 Parry'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, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each parry and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor 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 Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
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of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor 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.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
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 any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must 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 Vendor 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.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
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30. Prohibition on Bovcottina 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, which will 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.
31. 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 which will 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.
32. 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.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, 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.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Ce'
Name:
Jesica McEachern
Title:
Assistant City Manager
Date:
Dec 22, 2023
APPROVAL RECOMMENDED:
2lwq M. 6i/ l-oWiD
By: Dianna M. Giordano (Dec 20, 202310:45 CST)
Name: Dianna Giordano
Title: Director of Human Resources
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ATTEST: rol Fon. 4 90 o
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U a�nnnuad
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
GovHR, a division of MGT of America
Consulting, LLCC
By:
Name: A. Trey Traviesa
Title: CEO
Date: December 12, 2023
0
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.
v w
By: Vanessa Hottman (Dec 15, 202316:15 CST)
Name: Vanessa Hottman
Title: Interim Human Resources Manager
APPROVED AS TO FORM AND LEGALITY:
By:
C9."--" cv
Name:
Jessika Williams
Title:
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A — Professional Service Exemption
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
GovHR UISA
WIGovTEmPsUSA
Project Approach and Methodology
A typical recruitment and selection process takes approximately 175 hours to conduct. At least 50 hours
of this time is administrative, including advertisement placement, reference interviews, and due diligence
on candidates. We believe our experience and ability to professionally administer your recruitment will
provide you with a diverse pool of highly qualified candidates for your position search. GovHR clients are
informed of the progress of their recruitment throughout the entire process. We are always available by
mobile phone or email should you have a question or need information about the recruitment.
Phase I: Position Assessment, Position Announcement & Brochure
GovHR treats each executive recruitment as a transparent partnership with our client. We believe in
engaging with stakeholders early in each recruitment process to fully understand the challenges and
opportunities inherent in the position. Understanding the organizational culture is critical to a successful
recruitment. We gain this insight and information through meetings (one on one and small groups),
surveys and a review of relevant information. This information is reflected in a polished marketing piece
that showcases the organization and the area it serves.
Information Gathering:
One-on-one or group interviews with stakeholders identified by the client.
Surveys can be used for department personnel to gather feedback.
Conversations/interviews with department heads.
A combination of the above items can be used to fully understand community and organizational needs
and expectations for the position.
Development of a Position Announcement to be placed on websites and social media.
Development of a thorough Recruitment Brochure for client review and approval.
Agreement on a detailed Recruitment Timetable — a typical recruitment takes between 9C to 120 days
from the time you sign the contract to appointment of the finalist candidate.
Phase II: Advertising, Candidate Recruitment & Outreach
We make extensive use of social media as well as traditional outreach methods to ensure a diverse and
highly qualified pool of candidates. In addition, our website is well known in the local government industry
—we typically have 17,000+visits monthly to our website and career center. Additionally, our weeklyjobs
listings are sent to over 8,000 subscribers.
Phase II will include the following:
GovHR consultants will personally identify and contact potential candidates.
Develop a database of potential candidates from across the country unique to the position and to
the Client, focusing on:
Leadership and management skills
Size of organization
Experience in addressing challenges and opportunities also outlined in Phase I
The database will range from several hundred to thousands of names and an email blast will
be sent to each potential candidate.
Vendor Services Agreement Page 11 of 16
City Secretary Contract No.
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Placement of the Position Announcement:
: Public sector online Career Centers
Socialmedia: Lin kedln (posted on GovHR Executives Lin kedln news feeds to reach over50,000
connections), Facebook and Instagram
GovHR Will provide you with a list of advertising options for approval
Phase III: Candidate Evaluation & Screening
Phase III will include the following steps:
r Review and evaluation of candidates` credentials considering the criteria outlined in the
Recruitment Brochure
r Candidates will be narrowed down to those candidates that meet the qualification criteria
Candidate evaluation process:
o Completion of a questionnaire explaining prior work experience
o Live Video Interview (45 minutes to 1 hour) conducted by consultant with each finalist
candidate
a Referencesprovided bythe can didatearecontacted
o Internet/Social Media search conducted on each finalist candidate
All resumes will be acknowledged and inquiries from candidates will be personally handled by GovHR,
ensuringthat the Client's process is professional and well regarded by all who participate.
Phase IV: Presentation of Recommended Candidates
Phase IV will include the following steps:
= GovHR will prepare a Recruitment Report presenting the credentials of those candidates most
qualified for the position.
= GovHR will provide an electronic recruitment portfolio which contains the candidates' materials
along with a "mini" resume for each candidate so that each candidate's
credentials are presented in a uniform way.
Client will receive a log of all applicants and may review resumes if requested.
= Report will arrive in advance of the Recruitment Report Presentation.
GovHR will meet with the Client to review the recruitment report and provide additional information on
the candidates.
Phase V: Intervievaing Process & Background Screening
Phase V will include the following steps:
GovHR will:
= Develop the first and second round interview questions for your review and comment
y Coordinate candidate travel and accommodations
y Provide you with an electronic file that includes:
a Candidates' credentials
o Set of questions with room for interviewers to make notes
o Evaluation sheetsto assist interviewers in assessing the candidate',- skills and abilities
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City Secretary Contract No.
G ovH R u5A
GovTEmPSUSA
Background screening wall be trine i, .. _ 1 along with additional references contacted:
GovHR USA Background Screening
Social Security Trace & Verification
w U.S. Federal Criminal Search
r Enhanced Verified National Criminal
- National Sex Offender Registry
- Most Wanted Lists FBI, DEA, ATF,
Interpol
- OFAC Terrorist Database Search
- OIG, GSA, SAM, FDA
- All felonies and misdemeanors
reported to the National Database
CountV/Statewide Criminal
v Cavil Search
+` Bankruptcy, Leans and Judgements
✓ Motor Vehicle Record
,. Education Verification —All Degrees Earned
Optional: Credit Report—Transunion with score
(based on position and state laws)
nptional:
Professional License Verification
Drug Screen
Employment Verification
GovHR will wort with you to develop an inter.,iesv schedule for the candidates, coordinating travel and
C ._. . E"Nons. GcvHR consultants wi[I be present for all the ' ._ serving as a resource and
facilitator.
GovHR will coordinate a 2-Step Interview process. The first round interviews will include four to five
candidates.The second round interviews will include two orthree candidates_ GovHR will supply interview
questions and an evaluation form.
In addition to a structured interview, the schedule can incorporate:
Tour of Client facilities
Interviews with senior staff
Phase VI: Appointment of Candidate
= GovHR will assist you as much c : �..t with the salary and benefit negotiations and
drafting of an employment agreement, if appropriate.
= GovHR will notify all applicants of the final appointment, providing professional I t _ ,iroruinud
inf. s.'. tl _._jfuIcan dadate.
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City Secretary Contract No.
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GovTF PsUSA
Project Timeline
Weeks I & 2 Phase 1: Interviews & 3rochure Development
Weeks 3thru 6
Phase 2:;Advertising, Candidate Recruitment& Outreach
Weeks 7 thru q
Phase 3: Candidate Evaluation & Background Screening
Week 10
Phase 4: Presentation of Recommended Candidates
Week 11 & 12
Phase 5: Interview Process & Add itronaI Background Screening
Weeks 13 & 14
Phase 6: Appointment of Candidate
Cornmitrnent to Dive I- ity, Equity & Inclusion in Recruitments
GovHR has a long-standing commitment to Equity, Diversity and Inclusion_ Since our firm's inception we
have supported, with our time and financial resources, organizations that advance underrepresented
populations in local government. These include the National Forum for Black Public Administrators, the
Local Government Hispanic Network, The League of Women in Governmentand ClvicPride.
GovHR Team Members have moderated and spoken on DEI topics at the International City and County
Management ,Association conference and state conferences. Our employees and consultants have
undergone Implicit Bias Training and we are frequent speakers on incorporating equity and inclusion into
all levels of local government_ Additionally, we provide a list of DE resources on the homepage of our
website atGovHRusa.cam_
GovHR has formally partnered with the National Forum for Black Public administrators' consulting arm,
i4x, in several recruitment and selection processes throughout the country including Toledo, OH, Fort
Collins, 00, Ann Arbor, MI, Oakland, Ml and Arlington, TX_ Our partnership reflects our mutual
commitment to advancing DEI values and increasing the diversity of local government leaders at the
highest levels of local government organizations_
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
GovHR usA
GOvTEmP51J5A
Full Scope Recruitment — Price Proposal
Summary of Costs: Full Scope
Recruitment Fee: (fee includes$1,000 repeat client discount)
Recruitment Expenses: (not to exceed)
Expenses include candidate due diligence efforts
Advertising:
'Advertising costs over $2,500 will be praced only with Brent
approval. tf less than $2,500, Client is billed orrry for octual cost.
Price
W,500
$1,500
$2.500'
$26,500"
"Consultanttravel expenses are not included in the price proposal. If the consultant is requested to travel
to the client, travel costs will be estimated at time of request_ Only actual expenses will be billed to the
client for reimbursement to GovHR.
Possible in -person meetings could include: 1. Recruitment brochure interview process
2. Presentation of recommended candidates
3.Interview Process
Any additional consultant visits requested by the Client (beyond the three visits listed above) will be billed
at $1501hour. The additionalvisits may also resultin an increase in the travel expenses and those expenses
will be billed to the client.
This fee does not include travel and accommodations for candidates interviewed.
Payment for Fees & Services:
i- Invoice: Contract Award (40%of the Recruitment Fee)
2- Invoice: Presentation of Candidates (40Y. of the Recruitment Fee & expenses incurred to date)
Final Invoice: Completion of Recruitment (20% of the Recruitment Fee plus all remaining expenses)
Payment of invoices is due within thirty (30) days of receipt.
Vendor Services Agreement Page 15 of 16
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GovHR IJSA
GoVTEmPsusA
Optional Services
Govremps USA
Need an Interim? GovTempsUSA, a subsidiary of GovHR USA, specializes in the temporary placement of
positions in local government. The firm offers short-term assignments, in addition to long-term and
outsourced arrangements_ Our placement professionals at GovTempsUSA have typically enjoyed
distinguished careers in local government and displayed a commitmentto public service throughouttheir
career..
Recorded One -Way Video Interview of Candidates
Candidates we recommend for your consideration can complete a one-way video interview with 3 to 5
questionsthat will be recorded and which you can review electronically at your convenience. This can
occur priorto making your decision on which candidatesto invite for an interview. Cost$100 per
candidate -
Leaders hip/Personality Testing
GovHR has experience working with a wide variety of leadership and personality assessment tools,
depending on the qualities and experiences the client is seeking in their candidates. These include but
are not limited to Luminaspark, Caliper, DISC and others. Depending on the evaluation type selected
fees can range between $100 to $500 per candidate_
360' Evaluation
As a service to the Client, we offer the option to provide you with a proposal for a 3W performance
evaluation for the appointed position at six months into his or her employment. This evaluation will
include seeking feedback from both elected officials and department directors, along with any other
stakeholder the Client feels would be relevant and beneficial. This input will be obtained on a confidential
basis with comments known onlytothe consultant. If you are interested in this option, GovHR will prepare
a proposal for this service_
GovHR u5A
GovTEmPsusA
The GovHR Guarantee — Full Scope Recruitment
GovHR is committed to assisting our clients until a candidate is appointed to the position_ Therefore, no
additional professional fee will be incurred if the client does not make a selection from the initial group
of recommended candidates and requests additional candidates be developed for interview
consideration. If additional advertising beyond the Phase I advertising is requested, clientwill be billed for
actual advertising charges. Reimbursable expenses may be incurred should the recruitment process
require consultant travel to the Client.
Upon appointment of a candidate, GovHR provides the following guarantee: should the selected and
appointed candidate, at the request of the Client orthe employee's own determination, leave the employ
of the Client within the first 12 months of appointment, we will, if desired, conduct one additional
recruitment for the cost of expenses and announcements only_ This request must be made within 6
months of the employee's departure.
Page 16 of 16
GovHR USA
GovTEMPS USA
***** M GT
Dear City of Fort Worth,
Thank you for being a valued client of GovHRUSA. We are pleased to share the exciting
news that GovHRUSA has joined MGT of America Consulting (www.mgtconsulting.com).
MGT is a public sector management consulting and technology services firm with a long
track record in support of state, local, and education clients. GovHRUSA and MGT are
joining forces to take the next step in offering integrated solutions to solve the challenges
faced by state and local governments, and educational institutions nationwide. Together,
we accelerate our most important shared goal: to dramatically improve lives by advancing
and lifting our communities.
GovHRUSA and GovTempsUSA are not going anywhere! Joellen Cademartori and Heidi
Voorhees along with nearly everyone on the GovHR and GovTemps team are moving
together to MGT. We believe we've found in MGT a partner that shares our culture, our
values, and our strong commitment to public service. From a practical standpoint, our
website will remain active, and you can still contact us in the same way you always have.
Our relationship with you remains the center of our efforts. You can continue to expect
uninterrupted, best -in -class partnership from us. With our expanded team, we look
forward to deepening and broadening our support for you to accomplish our shared goals
for the state and local governments and the communities. Please don't hesitate to reach
out to us with any additional questions. We are delighted to share this news and look
forward to our continued partnership with you.
Best regards,
0,u�L Pm " W&/M�
Heidi Voorhees Joellen Cademartori