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066047 - General - Contract - Raftelis Financial Consultants, Inc. dba Raftelis
66047 City Secretary Contract No. FORT WORTH® PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Raftelis Financial Consultants, Inc. d/b/a Raftelis ("Vendor"), a for-profit Corporation, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: OFFICIAL RECORD The Agreement documents shall include the following: CITY SECRETARY 1. This Professional Services Agreement; FT. WORTH, TX 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 and 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. Provide executive recruitment services for the Fire Chief position, including candidate sourcing, screening, evaluation, and selection support for the City. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. City acknowledges and agrees that Vendor does not guarantee outcomes or results, and Vendor does not practice law or provide legal advice. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire one (1) year from the Effective Date. ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, at City's sole discretion. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to Fifty Thousand Dollars ($50,000.00). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.1 Suppliers are required to submit all invoices electronically to supplierinvoiceskfortworthtexas.gov. Each invoice must include the purchase order Professional Services Agreement Page 1 of 20 City Secretary Contract No. number (if applicable), a detailed description of services or goods provided, and a total amount due. Invoices should be submitted in PDF format, clearly legible, and include vendor contact information. Incomplete or non -compliant invoices may be returned for correction and may delay processing and payment. 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 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 Vendor for services actually rendered up to the effective date of termination and Vendor 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, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement and intended by Vendor as deliverables hereunder. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. Vendor may rely on all City Information and data provided by or on behalf of City to perform the services hereunder. 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 known 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 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 Seller. It will be the responsibility of Seller 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. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise Professional Services Agreement Page 2 of 20 City Secretary Contract No. corrupt City Information in any way. Vendor shall notify City promptly if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor 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. Vendor 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor 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, Vendor 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, Vendors and sub -Vendors. With respect to this Section 7, Vendor acknowledges that the doctrine of respondent superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and sub -Vendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or sub -Vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or sub -Vendor of Vendor shall be entitled to any employment benefits from City. Vendor 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 sub -Vendor. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR SHALL BELIABLEAND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEA TH, 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, A GENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESSAND AND ANYRESULTING 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, A GENTS, SERVANTS OR EMPLOYEES. Professional Services Agreement Page 3 of 20 City Secretary Contract No. 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 shall 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 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 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 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, Vendor shall 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 shall not eliminate Vendor'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, Vendor 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 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. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly 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, sub -Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub -Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. Professional Services Agreement Page 4 of 20 City Secretary Contract No. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, 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. Professional Services Agreement Page 5 of 20 City Secretary Contract No. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor 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 Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, sub -Vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS 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 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: Professional Services Agreement Page 6 of 20 City Secretary Contract No. To CITY: City of Fort Worth Attn: Dianna Giordano, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Raftelis Financial Consultants, Inc. d/b/a Raftelis. Catherine Tuck Parrish, Senior Vice President 227 W. Trade Street Charlotte, NC 28202 Phone: 240-832-1778 Email: ctuckparrish(airaftelis.com Point of Contact: Pamela J. Wideman, Sr. Manager Phone: 704-287-3649 Email: pwideman@raftelis.com 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor 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 Vendor'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 Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 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 Professional Services Agreement Page 7 of 20 City Secretary Contract No. 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 and B, 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. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. 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 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 Vendor for the nonconforming services. 26. Immigration Nationality Act. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 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, 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. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she Professional Services Agreement Page 8 of 20 City Secretary Contract No. 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 any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor 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 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. 30. No Boycott 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 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, 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 contract. 31. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. 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 City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original Professional Services Agreement Page 9 of 20 City Secretary Contract No. 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. 34. 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) Professional Services Agreement Page 10 of 20 City Secretary Contract No. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: Dianna Giordano (Oct 13, 2026 09:27:22 CDT) Date: Dianna Giordano Assistant City Manager 10/13/2026 AL RECOMMENDED: Jame: Kristen Smith Citle: Human Resources Director �TTEST: dd. fORTO;*hoo Od hg Pte° °g�0 QaangX6saa 3y: Jannette Goodall 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. ame: Victor Escobedo itle: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: dzd 4j Name: Jordan P. Alvarez Title: Assistant City Attorney II. CONTRACT AUTHORIZATION: M&C: N/A Form 1295 N/A Raftelis Financial Consultants, Inc. d/b/a Raftelis. 10/12/2026 Date: By: Catherine Tuck Parrish (Oct 12, 2026 06:52:27 :52:27 EDT) Name Catherine Tuck Parrish Title: Senior Vice President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 11 of 20 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES RAFTELIS 10 Proposed Scope of Work THE FOLLOWING PROVIDES A DETAILED DESCRIPTION OF OUR WORK PLAN FOR YOUR FIRE CHIEF RECRUITMENT. Activity 1 — Develop Candidate Profile We will begin by developing a clear picture of your ideal Fire Chief. We will conduct a kick-off meeting with the City Manager or Assistant City Manager and the Human Resources Director to discuss the overall recruitment process and timeline. We will conduct up to four additional meetings with the City's senior leadership team, Fire Department leadership team, and other key stakeholders identified to gather their input. During this process of engagement, we will discuss not just the technical skills needed for the position but also what makes the right organizational fit in terms of traits and experiences. During our discovery meetings with the City Manager, Assistant City Manager and Human Resources Director, we will discuss the frequency and format of any community engagement that the City may wish to include in this process, advise on how best to incorporate engagement elements into the search, and provide the required resources to facilitate the desired activities. We advise that the City consider including community engagement elements early in the search process to inform the candidate profile and first -year goal development, and during final interviews. We have included estimated costs for additional optional community engagement activities offered by Raftelis in the Cost section of this proposal (see page 17). Based on the information gathered in our meetings, we will develop a recruitment plan that focuses on Texas and extends across the country. We will prepare a position profile unique to the City of Fort Worth and the individual responsibilities of the position. The profile will outline your organization's needs, strategic opportunities, and the personal and professional characteristics of the successful candidate. This profile drives the recruitment. It focuses our efforts on the most capable candidates and helps us encourage them to pursue the position. Our team of professional graphic designers will create a recruitment brochure that includes the position profile and information about the organization and the broader community. In developing the candidate profile, we will work with the City to eliminate potential barriers for underrepresented groups wherever possible to ensure an equitable and inclusive recruitment process. We will also develop first -year organizational goals for the successful candidate. These goals will ensure that the applicants know what is expected of them, that the City has clearly identified objectives for the new Fire Chief, and that the successful candidate can hit the ground running with an actionable work plan. Once drafted, we will review the recruitment plan, brochure, and first -year goals with the City Manager or Assistant City Manager and the Human Resources Director (and other key stakeholders, as desired). Modifications will be made as necessary before recruitment begins. DELIVERABLES: • Recruitment plan and brochure, including first -year goals for the new Fire Chief Professional Services Agreement Page 12 of 20 City Secretary Contract No. RAFTELIS 11 Activity 2 — Conduct Outreach and Initial Screening Within the recruitment plan, we will identify targeted states and metro areas for our comprehensive outreach efforts. We will place advertisements with national, state, and regional professional organizations, which may include the following, as well as additional relevant sites identified in the recruitment plan: • International Association of Fire Chiefs (IAFC) • Texas Fire Chiefs Association (TFCA) • Texas Municipal League (TML) • Texas/City County Management Association (TCMA) • National Association of Hispanic Firefighters (NAHFF) • International Association of Black Professional Firefighters (IABPFF) • Women in Fire • International City/County Management Association (ICMA) Once the position is open for applications and advertisements have been placed, we will begin actively and aggressively marketing the position and identifying qualified candidates for assessment. We will directly contact highly qualified applicants in our extensive candidate database and across our firm's nationwide professional networks. We will utilize Linkedln and other marketing and sourcing tools to broaden our reach. In our experience, this combination of outreach is the most effective way to reach top candidates, especially those who are not currently in the job market but may consider this leadership opportunity with the City. As applications are received, we will acknowledge each one and provide all applicants with timely updates on their status. We screen each applicant against the ideal candidate profile and conduct interviews via phone or videoconference with those applicants who most closely meet the profile of the successful candidate. When the initial screening phase is complete, we will then meet with the City Manager or the Assistant City Manager and the Human Resources Director (and other key stakeholders, as desired) to review a summary of the full applicant pool and details on the most qualified candidates with the skills and experience to succeed in the position. Based on this review, we will finalize a list of candidates to invite for semi-final interviews. DELIVERABLES: • Placement of advertisements • Execution of targeted outreach plan, including one-on-one outreach to passive candidates • Candidate review meeting materials, including screening interview results and preliminary internet research on recommended top candidates Activity 3 — Support Interviews and Selection We will collaborate with you to design and facilitate a multi -step interview process, which may include candidate presentations, panel discussions with internal and external stakeholders, tours, meet -and -greets, and one-on-one interviews. Customized interview questions and information about each candidate will be provided for the semi- final and final interview rounds, and we will conduct pre- and post -interview briefings with all those involved. It is our standard practice to conduct semi-final interviews virtually. Our team will be on -site with you for final interviews, which will be held in -person. We will coordinate scheduling logistics and provide candidates with all relevant details, including any travel policy requirements. We will work with a primary point of contact at the City for scheduling, including suitable venues for all in -person interview events. Any travel expenses for the finalists, if applicable, will be borne and reimbursed directly by the City. The City will select the top candidate following final interviews. We will facilitate the discussion by framing what we have learned about the candidates in the context of the position requirements and the City's unique Professional Services Agreement Page 13 of 20 City Secretary Contract No. RAFTELIS 12 organizational culture. Once a finalist is identified, we personally conduct reference checks with their current and former supervisors and direct reports. This 360 -degree perspective provides qualitative insights into the finalist's performance and leadership style, which we document in a written summary for the City. Finally, we engage our third -party vendor, Screenpointe, to execute a comprehensive third -party background check on the selected finalist. This includes verification of education, credentials, and employment history, alongside criminal, civil litigation, and credit checks. We can also assist in negotiating the top candidate's employment offer. We provide information about the best practices in total compensation, and we will have obtained information on the top candidates' comfort with the advertised salary and benefits for the position. Throughout this interview and selection process, we will keep all candidates apprised of their status and release them at the appropriate time. DELIVERABLES: • Semi-final and final interview materials • Full reference and background check results on top candidate ARTIFICIAL INTELLIGENCE Raftelis uses artificial intelligence (Al) as a support tool, much like other software our teams rely on every day, to work more effectively and deliver high -value, insightful results for the clients we serve. We use a private and secure Al platform, built as a closed environment specifically for Raftelis so that your sensitive information never leaves our system, while giving our project teams instant access to our firmwide knowledge and expertise. By leveraging our Al platform, our consultants are able to reinvest the time they save into deeper analysis and closer collaboration with your staff. Our professionals remain the primary authors and reviewers of every deliverable, verifying all findings for accuracy and context. Our use of Al is a powerful step forward in providing our clients with thoughtful, higher -value work backed by leading technology and the trusted advice Raftelis' clients have relied on for decades. Professional Services Agreement Page 14 of 20 City Secretary Contract No. RAFTELIS 13 TIMELINE Proposed Timeline Included below is a proposed timeline for your Fire Chief search. If selected, we will review this timeline with you during our kick-off meeting and adjust as necessary when developing the recruitment plan. As previously mentioned, we have the capacity to kick off this search immediately following contract execution on the City's desired timeline. Activity 1 - Develop Candidate Profile Activity 2 - Conduct Outreach and Initial Screening Activity 3 - Support Interviews and Selection AUG SEP OCT NOV Weeks Weeks Weeks Weeks 1 2 34 1 2 34 1 2 3 4 1 2 3 4 In -Person Meetings • Virtual Meetings Deliverables Our average governing body -appointed position recruitment process spans 14 to 16 weeks and is divided into three structured activities as outlined in our scope of work and the graphic above. While we make every effort to complete our searches as quickly and efficiently as possible, the schedule is dependent on interest, availability, and responsiveness from candidates and the availability of key stakeholders in the City. The Lead Recruiter will manage this timeline closely, maintaining flexibility to accommodate the City's needs, while also ensuring we remain on schedule. ESTIMATED TIMEFRAME AND KEY DELIVERABLES BY ACTIVITY Activity 1- Develop Candidate Profile (Estimated: 2-3 weeks) • Recruitment plan; Recruitment brochure, including first -year priorities for the new Fire Chief Activity 2- Conduct Outreach and Initial Screening (Estimated: 5-6 weeks) • Advertisements; Candidate outreach; Candidate Review meeting materials Activity 3- Support Interviews and Selection (Estimated: 5-6 weeks) • Semi-final and final interview materials; Results of full background and reference checks on top candidate Professional Services Agreement Page 15 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Cost The total fixed fee to complete this recruitment is $38,400. This includes all professional fees and expenses for Raftelis to perform the scope of work outlined in this proposal. The fee reflects our firm's standard practice of conducting all meetings virtually until fmal interviews, when the Lead Recruiter will be on -site, in -person with the City. Should you wish to include additional in -person meetings in the scope of this search, those adjustments may be discussed with the Lead Recruiter during the search kick-off meeting. Depending on the geographic location of the Lead Recruiter assigned to this search, additional in -person meetings will increase this fixed fee by up to $2,500 per trip (one trip includes on -site in -person activities with the Lead Recruiter for a full business day). We estimate the following additional costs to the City, which will be invoiced at cost as completed. Not to exceed $3,000 total. Not to exceed $500 per background check. Costs incurred directly by the City are as follows: Variable based on the number and geographic location of finalists. These expenses are borne and reimbursed directly to finalists by the City. The fixed fee will be invoiced as follows: After delivery of the recruitment plan and brochure. After the candidate review meeting and semi-finalist selection After the final interviews are completed. Within six months of the final interview process, should an additional candidate be hired by the City from the pool of candidates presented by Raftelis for this search, the additional fee shall be $15,000. Service Guarantee If, within the first twelve (12) months after the hire date, the placed candidate leaves employment with the organization for any reason other than death, disability, or separation initiated by the organization without cause, Raftelis will conduct a replacement search for the position without charging a Professional Services Fee. The costs to the organization will be limited to the direct expenses related to Professional Services Agreement Page 16 of 20 City Secretary Contract No. the replacement search (e.g., advertising, background checks, recruiter travel). Within this guarantee period, Raftelis must be notified in writing of the separation within 10 days of its effective date. Additionally, the organization will confirm that all appropriate onboarding activities for the placed candidate were completed and that the placed candidate had regular one-on-one meetings and, if applicable, an evaluation(s) with the direct supervisor. This guarantee applies only to full recruitments conducted by Raftelis and does not apply to partial recruitment services that do not include support for interviews and selection provided by Raftelis. Professional Services Agreement Page 17 of 20 FORT WORTH® CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Departmental Attorney: Item or Service sought: Chief Goods: Service: Anticipated Amount: Vendor: Human Resources Erin Roden Jordan P. Alvarez Specialized Executive Recruitment for new Fire ❑x $50,000.00 Raftelis Current/Prior Agreement for item/service: Yes ❑ CSC or Purchase Order #: Amount: Projected M&C Date: How will this item or service be used? Recruitment for a a specialized Executive recruiting- Fire Chief Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No If yes, please provide requisition number or brief explanation of contact with Purchasing Division: N/A Page 1016 Section 2: Claimed Exemption and Justification (Other than sole source) NOTE: For sole -source exemption requests, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑X A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; Page 2 of 6 ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. This search team for the City is comprised of skilled recruiters, seasoned in local government management with search experience throughout Texas and across the country. The team includes senior recruiters and a Subject Matter Expert, skilled in fire services and administration, who have direct experience working with and for public sector organizations throughout Texas and across the country. 472971 Section 3: Claimed Sole -Source Exemption and Justification NOTE: For all non -sole -source exemption requests, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; ❑ films, manuscripts, or books; ❑ gas, water, and other utility services; ❑ captive replacement parts or components for equipment; ❑ books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and ❑ management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? (EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH, COMMUNICATIONS, DOCUMENTATION)] Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. f SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION] Did you attach a sole source justification letter? ❑ Yes ❑ No Page 3 of 6 Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). [DESCRIBE THE UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE SOURCE] Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ®Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ❑Yes ❑X No. If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED] Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑Yes ❑X No. If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION] Approved By: -4� .� Date: 9/9/2026 arna Muhammad / ordan Alvarez Assistant City Attorney Page 4 of 6 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Raftelis Subject of the Agreement: Provide executive recruitment services for the Fire Chief position, including candidate sourcing, screening, evaluation, and selection support for the City. N/A N/A M&C Approved by the Council? * Yes ❑ No EZI If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes © No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: One year after signed by ACM If applicable. Is a 1295 Form required? * Yes ❑ No EZI *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No O Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Signature: Signature: Email: katherine.cenicola@fortworthtexas.gov Email: allison.tidwell@fortworthtexas.gov