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HomeMy WebLinkAboutContract 60867City Secretary Contract No. 60867 VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), and Phaidon International (US) Inc. DBA LVI Associates ("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 Professional Services Agreement; 2. Exhibit A — Scope of Services; and 3. Exhibit B — Price Schedule Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. a.) Consultant will, with good faith and due diligence, assist the City in the process of conducting an executive search to select one (1) Sr. Capital Projects Officer. 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 September 30,2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. 3.1 General Provisions. The maximum amount to be paid to Consultant by City for all Services will not exceed Forty Thousand Dollars ($40,000.00). The City shall pay Consultant in accordance with the provisions of this Agreement, including Exhibit "B." City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant will not perform any additional services or bill for expenses incurred for City not specified by this Agreement, including traveling expenses reimbursable expenses or supplemental services, 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. 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. Independent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractor of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. Liabilitv and Indemnification. 8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND A GAINST ANY AND 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 CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, 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 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written agreement with Consultant referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Consultant shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis 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: City of Fort Worth Attn: Fernando Costa Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To CONSULTANT: Phaidon International (US) Inc./LVI Associates Attn: Benjamin Deschampsneufs Managing Director 711 Third Avenue, 3' Floor New York, NY 10017 14. Solicitation of Emvlovees. Neither City nor Consultant shall, during the term of this Agreement, 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 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 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 Nationality Act. Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature 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 Comnanv 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 Boycott of Israel. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Bovcotting Energy 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. ITKe101WI101711217T14SDID103 CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager Date: January 30 2024 APPROVAL RECOMMENDED: CHristonHer Harder Christopher Harder (Jan 30, 202413:42 CST) By: Name: Chris Harder Title: Water Director dp44pnIln ATTEST: Ppo� F°R? dad �o OVo a=d ddb nE °X�° 4fJ4,ya 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. Yictr� Escr�berirr By: Victor Escobedo (Jan 30, 202408:41 CST) Name: Victor Escobedo Title: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A — Professional Service Exemption CONSULTANT: Phaidon International (US) Inc. DBA LVI Associates den �,tcl�a�rdr�rer��'t By Ben Deschampsneufs (Jan 30,t202410:42 ddMT) Name: Benjamin Deschampsneufs Title: Managing Director Date: 30/01 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Consultant will, with good faith and due diligence, assist the City in the process of conducting executive searches to select one (1) Sr. Capital Projects Officer position. Sourcing Phaidon International (US)/LVI Associates amassed a significant number of engineering contacts (1000+ and growing) in the DFW civil engineering space. This has been accomplished using multiple resources, including (but not limited to): • LinkedIn • Job Websites (e.g. Indeed) • Texas PE Database • Zoom 13213 Database • Network recommendations/referrals • Mailing Lists, Cold Calling, Text Campaigns • Engineering Conferences These contacts throughout the course of the requisition period will be grouped into a relevant "hotlist" for the role, considering factors such as years of experience, technical skills, location, organization/company, tenure, certifications etc. These lists are frequently rotated (with other lists/requisitions) and called through frequently until contact is made with all possible candidates. Vetting Candidates are made aware that Phaidon International (US)/LVI Associates are hiring for a specific position on the behalf of their client, and we will ask if they are interested in discussing the role in more detail. The scheduled qualifying calls are detailed conversations that will determine the candidate's suitability for the role as well as their level of interest in a new opportunity. Please see an attached sheet which details our process before they are submitted. Submittal The call notes are summarized in a brief email to provide an overview of the candidate's motivations, expectations, qualifications, and availability. The candidate's resume would be attached in the email along with any supplemental materials (i.e. project list). Interviews/Timeline We will move as quickly as the client/candidate can allow. After each interview stage, we will follow-up with the candidate to get their feedback and insights into the meeting. These insights are shared immediately with the client to ensure you have full disclosure and everything necessary to make an informed decision. Please see an attached sheet which details our closing process. Post -Placement Care Once the candidate has been employed, we continue to check in with them to ensure they are settling in and have everything they require for a smooth and long-term employment. Likewise, we will check in with you to make sure you are satisfied with the employee's performance and to alleviate any challenges should they arise. City Secretary Contract No. CLEARING SHEET 4.0 BUILD RAPPORT!! - How has your day/week/weekend been? - How's the weather? - Topical event - Find a common interest - How do they usually spend their weekends/down time? What's your current situation/why are you interested in exploring at other options? What's your main area of How much exposure do you get to this type of work in your current position? What project(s) are you working on currently? What's the most interesting project you've worked on/you're most proud of? What type(s) of projects don't you like? How much design experience do you have? How much project management experience do you have? Do you currently manage a team? How manv oeoole do you manage? Manager Name Who do you report to? How much business development experience do you have? Would you be able to bring clients/a book of business with you to a new position? - Non -compete clauses? mWrere do you ideally see yourse in 5 -10 ears? How important is progression for you? What opportunities for progression are there at your company? Have you discussed with your manager? How would you describe your working environment/company culture? How could it be improved? How does your own approach to your role either fit into or contrast with this culture? City Secretary Contract No. What are the growth plans for your current company?' What's your desired salary? How does that compare to your current salary? Why hasn't your manager raised your Benefits - 401k - PTO - Sick days - ESOP - Dental, Vision, Health Maternity, Disability - 401k- - PTO - - Sick days - ESOP - Bonus - Dental, Vision, Health aternity. Disability etc. Additional benefits/expenses? - Travel Expenses - Travel Expenses - Mileage - Mileage - Company Car - Company Car Where in DFW do you live? How long is your commute to work? Where in DFW would you ideally want to work? Do you have the option for hybrid/remote work? If you were to work closer or had a hybrid/remote schedule, would you be open to a lower salary than you are on now? How might your family be affected by a change in your career? - Partner (job?) - Partner's job - Children - Children - Other family - Other family Once you have got as much information as you can from the above questionnaire, pitch the relevant position to the candidate. Sell based on the issues you have determined. Resume I US Citizen? / Do they require sponsorship? In order to initiate an introduction, I would need a document of your work — a project list or resume — for reference. As much as they trust my judgment, my call notes won't be enough to go by, and would probably do you a disservice! City Secretary Contract No. - Can you send within the hour? "I have a meeting with the client in an hour, can you get it to me before then?" At the end of this call, I'll send you a quick follow up email, and in response if you could just attach your resume that would be great. Can I just make sure I've got the best email address to send that to? Similar positions CLEARED FOR: - Would you be open to hearing about - similar opportunities? List some of the other firms we work Preferences DO NOT SUBMIT TO: Are there any firms you wouldn't wish me to - reach out to? - Whv not? Referrals `I'm hiring or 3 of these roles, who would you like to work alongside?' (*Remember, we are not asking `Do you know anyone who is looking for work?' as most people keep this information confidential.) Leads `Where are you interviewing at the moment that - might take you off the market? What stage are you in theprocess? Test Commitment "Why don't we do this , I'll chat with *HM name* and get an interview setup, it gives you an opportunity to learn more about their situation, their vision, the culture, what they're looking to achieve etc. and it also gives them an insight into you, what you're capable of, what you're interested in, your experience etc. This way you can make a more informed decision. How does that sound? - The first call is usually informal/introductory, and I would feedback with you to see how you feel about the opportunity. If it is something, you wish to continue pursuing it would go into a more formal process (one or two more stages before a decision is made by either side). - At each stage I will follow-up to ensure you are entirely comfortable with the process and keep you in the loop of Availability What days/times work best for an introductory hone/Teams call/in- erson? ll Wrap up Perfect! So please look out for my email after this call, and I'll look out for your resume and see if we can get some good conversations started. I appreciate your time and I'll be in touch again very soon! City Secretary Contract No. Closing Sheet 4.0 Round 1 211 Round vd.adbya. nte� vma ad add��tmz ,.cdd�pw,tmtn;a tttrr�tarmeae I I.ane�ermma� Flos`xaid youfeel Fba wu•ldyou fee ahvn xivtisg abadxvti� alug3de/r�adsgm aloes epamem thanmaday-day tlwn m a day-mday I®m/untletentttl II about the uPPurhndY: abou[tlte rde and mnpamy] about M'is pareabr aburcthis Fbx doe th'a Fbxdoeth's opporuaity�mmpare oPPomo4�mtp e rde? •de+ xo...�lable nawYara.s - tPnq�agsu< amber om�;,da.�ex,-lux as anp�a�yr�dr s apply m rnher proreses ParYage conRrmed-?wee padage -,Mich � mwe fW' t o.Ydownsbebwf • Would beam • Would bem�vdaed • Woultl heYdaePrm cehall Relocadon'. Isgree auy Musing I—im PG fir en joo slarx-and tFa 's has been agreed wih all aHxted parve, R apol'iraole (e•ssvrcfuV t o.Ydownsbebwf —date murt�d� and wlw it endiLc �fUrrvle Pre -Offer City Secretary Contract No. City Secretary Contract No. EXHIBIT B PRICE SCHEDULE The maximum amount to be paid to Consultant by City for all Services will 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 traveling expenses, reimbursable expenses or supplemental services, unless City requests and approves in writing the additional costs for such services. 1. Fees a) Fees will be charged to the Client by the Company for the Introduction of Candidate(s) that the Client Appoints for the purposes of employment. For each such Candidate that is hired, the Client shall pay to the Company 20% of the Candidate's Billable Salary. b) The Client has an obligation to immediately inform the Company of the Billable Salary after an offer of employment has been made to the Candidate by the Client. c) Unless otherwise agreed to by the Company, all fees are calculated and payable in United States Dollars (USD) and subject to any applicable taxes at the time of the invoice. d) For a period of twelve (12) months following the date of Introduction, should the Client employ, retain, or otherwise engage in a relationship with the Candidate, the Client maintains liability for the full fee(s) agreed. e) If the Company becomes aware that the Personal Information of any Candidate who was introduced to the Client by the Company is passed on by the Client to any third party with whom said Candidate is subsequently employed, the Client shall become liable for the relevant fee. f) If the Client offers a Candidate whom subsequently accepts the role, whereas the role is subject to the Client successfully procuring the appropriate work permit or visa, then the Client will be liable to pay the agreed fee regardless of the outcome of the award of the visa / work permit process. g) The Company shall be entitled to invoice the Client for any pre -approved expenses incurred by the Company in the performance of its services under this Agreement. 2. Invoicing and Payment a) Client agrees to pay invoices within thirty (30) days of receipt of such invoice. All amounts due under this Agreement shall be paid in full without deduction. 3. Rebate a) If the Candidate's employment with the Client is terminated ("separation") within their first ninety (90) days, the Company will provide a replacement Candidate. If no replacement is made, the Company will provide a refund for an amount of the fee in accordance with the following schedule: Days of Employment Before Percent of Fee Refundable Separation 0 to 30 days 75% City Secretary Contract No. 31 to 60 days 50% 61 to 90 days 25% b) The Client shall not be entitled to a refund or replacement Candidate i£ i.) Candidate's separation is the result of a reduction in force (lay-off); ii.) Candidate's separation is not related to his or her ability, integrity or character; iii.) Client fails to pay the invoice in full within the time period specified in section 4(a); iv.) Client fails to notify the Company in writing within fourteen (14) days of Candidate's separation; or v.) Client withdraws an offer after the Candidate has accepted the offer, unless such withdrawal is the result of a written condition of said offer.