Loading...
HomeMy WebLinkAboutContract 59756City Secretary Contract No. 59756 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Jesica McEachern, its duly authorized Assistant City Manager, and Bradbury Miller Associates ("Consultant"), a Ohio corporation, acting by and through Beth Miller Barker, its duly authorized Finance and Communications Director, 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. Scone of Services. a.) Consultant will, with good faith and due diligence, assist the City in the process of conducting a professional search to select a new Director for the Library Department for the City of Fort Worth. In particular, Consultant will perform all duties outlined and described in the Scope of Work in Exhibit "A," - Scope of Services, referred to herein as the "Services." b.) Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on December 31, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. City will pay Consultant in accordance with the provisions of this Agreement, including Exhibit "B," — Price Schedule. The maximum amount to be paid to Consultant by City for all Services, including the executive search services flat fee and any reimbursable expenses or supplemental services, shall not exceed Forty Thousand Dollars ($40,000.00). The City shall pay Consultant in accordance with the provisions of this Agreement. Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement, including any reimbursable expenses or supplemental services, unless City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. charge interest on late payments not to exceed one percent (1%) per month, or, if less, the highest rate permitted by law. 3.1 Re -Search. If the selected candidate should be terminated or resigns within the first twelve (12) months of employment from the date of hire or if the City reasonably determines not to hire a candidate presented by Consultant, Consultant shall conduct another search (Re -Search) as contemplated herein for no additional executive search services fee, but Consultant shall be entitled to advertising costs, any additional background checks, and Reimbursable Expenses in accordance with section 3.2. 3.2 Reimbursable Candidate Expenses. Consultant may seek reimbursement for actual expenses for travel of any candidates (such as airfare, lodging, and limited per diem) ("Reimbursable Expenses"). Personal car mileage will be billed at rates not to exceed standard IRS business mileage rates in effect at the time of travel. The Consultant shall provide the City with a listing of Reimbursable Expenses by category of expense on each respective invoice. Reimbursable Expenses will be invoiced at Cost to the City with no mark up by Consultant. Reimbursable Expenses do not include expenses related to any of Consultant's staff working under this Agreement. Consultant will be responsible for providing receipts for such Reimbursable Expenses. These receipts should be included with the respective invoice in which Consultant is requesting to be reimbursed. 4. Termination. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. City Secretary Contract No. 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 work space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. Indeuendent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractor of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. Liabilitv and Indemnification. 8.1 LIABILITY- 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, City Secretary Contract No. AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND 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, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility 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. City Secretary Contract No. 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 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 City Secretary Contract No. (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. (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: City Secretary Contract No. To CITY: City of Fort Worth Attn: Jesica McEachern, 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: Bradbury Miller Associates Attn: Beth Miller Barker Finance and Communications Director 3513 E. Harvard Blvd. Canton, OH 44709 14. Solicitation of Emnlovees. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Mai eure. City and Consultant will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure City Secretary Contract No. 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 parry 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. 25. Warranty of Services. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Consultant for the nonconforming services. 26. Immigration Nationalitv Act. Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide City with copies of all 1-9 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- City Secretary Contract No. 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 Companv 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. 30. No Bovcott of Israel. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City Secretary Contract No. City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) City Secretary Contract No. Keiej01WIY04I7:\121IX.T 9010113 CITY OF FORT WORTH: By: cp6 Name: Jesica McEachern Title: Assistant City Manager Date: Jul 11, 2023 120 APPROVAL RECOMMENDED: Dianna K Giordano By: Dianna M. Giordano (Jul 6, 202310:06 CDT) Name: Dianna Giordano Title: Director of Human Resources �.0440p4�� ATTEST: p F foR o; d 0 p�8 o •1d dvo o=A o*� A g aII� nEXA?aAb o 0000000 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. 1"Iti r VA1& 264V By: Javier Valencia(Ju15, 202316:25 CDT) Name: Javier Valencia Title: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: By: u) �� Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A — Professional Service Exemption CONSULTANT: BRADBURY MILLER ASSOCIATES By: gdtl� gaAA� Name: Beth Miller Barker Title: Finance and Communications Director Date: J u 1512023 , 20 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES & METHODOLOGY If Bradbury Miller Associates is selected to assist you in your search for a new Director of Library, Our first step is to understand your needs as thoroughly as possible. • Position Des cription — Review, recommend and othemise assist meft updates Irevis ions to existing positiondescription Or the creation of a net,, position description, as desired t Candidate Profile— Use surveys collect feedback from BoardlSearch Committee members, staff, and stakeholders • Initial virtual meeting with the Search Committee, Board, and key staff to understand the Library's distinctive organizational culture, mission, and concerns I4jimORIA VI111rI&,]1.1a1111i1eyll More important than attracting candidates through electronic advertising, use will carry out a regional and national nehpiorldng effort to identify outstanding candidates who do not normally respond to ads or announcements. Many excellent people in the library and non-profit professions ARE interested in challenging jobs when approached by a respected recruitment firm. We start with a nehvork of outstanding members of the library profession ivhom we know and, based on their suggestions and nominations, we broaden Oursearch_ If a prospective candidate declines our invitation to apply, we will ask them to identify Other individuals who have the required qualifications. We have found this process is important regardless of the size or type of library organization— and it is particularly important for identifying and attracting culturally diverse candidates. ,Announcements in the library media start the process, but the best candidates usually must be asked. In our previous searches, we have personally contacted354+ potential applicants for positions resulting in qualified candidates for each position. RECRUITMENT TIMELINE Our second step is to review our process with you to determine whether any changes to our initial proposal may be needed to satisfy your specfFicrequirements_ ■ Review and finalize a search schedule listing key tasks and completi o a dates ■ Standard full search takes 3-4 months to complete We can generally customize the search schedule to have your new lead or':on board" at the appropriate time. A timeline illustrating the major steps conducted over the proposed time frame is attached. City Secretary Contract No. PROMOTION. OUTREACH. AND IDENTIFYING POTENTIAL CANDIDATES Once the search schedule is determined, we will finalize an advertisingfmarketing plan to stimulate greater avrareness of th a opening_ Our goal is to work vMh existing marketing teams or help you waft something unique in-house. We begin each search as a blank canvas and generate a fresh list of prospective candidates by including: F Preparation of a detailed position announcement F Strategies for using electronic media, social media and networking F Advertising on 55+ professional library and non-prcfitsikes F A dedicated page for the position on Bradbury Miller Associates website with a supplemental page of links to library documents and information about the Library:s service area Distribution to 1,700+ library cal leagues through our professionalnewsletter Direct communication with potential and prospective candidate COMMUNICATION Throughout the search —and especially during the candidate identification phase --we will send regular, complete updates on our progress to the Search CommitteelBoard. Wewill share candidate feedback, adjust our search strategies as needed, convey challenges, and share any additional information gleaned during the process. City Secretary Contract No. CANDIDATE SCREENING ■ Bradbury Miller Associates conducts initial screenings on qualified candidates via phone or videoconference and shares the results of these interviews vMh the Search CommitteelBoard as part of the process_ ■ All candidate documents (cover letter, resume; and questionnaire) are uploaded to a ropbox. ■ Other documents include a complete candidate list and a qualifications comparison matrix for review. ■ Bradbury Miller Associates meets virtually vdth the Search ComrnittealBoard and presents a list of recommended candidates and a discussion of each individual. ■ Six to nine semi-finalists are selected and invited to interview via video conference for the preliminary found of interviews_ ■ We advise our clients to see as many candidates as feasible so that they have a sense of the scope and diversity of candidates acti interested in theirposition. CAN 1)1DATE ASSESSMENT — SEMIFINAL AND FINAL INTERVIEWS e recommend a hPio-step interviewing process; the first round consists of the Search CommilteelBoard interviewing semifinalist candidates (we recommend sic to nine) via videoconferencing and then selecting three to four finalist candidates forfinal interviews. The final interviews occur approximately two to threeweeks following the semifinal interviews. We believe that it is important to move quickly through the process once the applicaUons close, so no strong candidates withdrawfor other opportunities, and we do not lose our momentum. Bradbury Miller Associates provides customized support during the final interview process: • Draft of interview questions for all intervievrs_ • Types of questions to avoid for legal or quasi -legal reasons, and hints regarding interview approaches, techniques, and possible pitfalls. • We serve as technical search experts during interviews, contributing to discussion of candidate strengths and weaknesses relative to the clients perceived needs and matting suggestions from experience in respectto negotiating salary, benefits, and relocation expenses with the chosen finalist. r<rr short we Wreracr with you in whatever way you Hind heWfW during 9m csi cal tune when key decisions need to be made. Seiecting your new a remw of Library is a crucial decaisi m drat could well affect the Gify of Fort Worth and its cons6wents for marry years to come. City Secretary Contract No. CHECKING REFERENCES Once the finalists are selected to be interiielmed by the final decision -making bo(t�::ve conduct reference checks forthe finalist candidates. ■ We interview up to three references by phone for up to four finalist candidates. We believe that oral interviews with a candidates references are far superior to letters of reference. ■ We prepare brief reports paraphrasing reference -derived information. Nuances and "reading beriveen the lines' nig s our clients more realistic impressions of the strengths and possible weaknesses of fi nalist can di dales. ■ Because we maintain active contacts viithin the profession, we are often able to provide less formal assessments of a candidates strengths and weaknesses and any areas still in need of development. Such informal reports are often vital to the decision -making process_ HANDLING THE D ETAI L WORK Throughout the recruitment and selection process, Bradbury Miller Associates handles all the detail work —and there is a substantial amount. ■ We are your staff team throughout the process_ ■ We recommend that all application materials be addressed to Bradbury Miller Associates so that consistency and comparability can be established and any omissions can be identified —vie assume the responsibility to see that everything is done completely and correctly. ■ We will acknowledge reGeipf -of all applications and provide copies of all the documents to you at a scheduled time. ■ As rotes abc,, ,p .ill sch.rlr.le anc corclu..- cal = -ti all canflida'es who iyr�?et the requiremeris aeterrnined by the Searcl- C-3inmit-_e B:)arc ■ We coordinate with library staff to ma}= a; •.:in-wn-cn-, for aernifinai argil final interviews and are a part of that process. ■ We are also frequently asked to conduct final negotiations on behalf of the library -- and we are pleased to do so. e notify candidates not selected at the appropriate time(s) during the process and vie keep in touch periodically with your designated contact person so that you know where lore are in the process. We also submit written progress reports throughout the process and at the end of major stages in the search —after the intake closing date, after the interiieviingfscreening work has been accomplished, and after a list of the most viable candidates isdetermined. SEARCH SCHEDULE OUTLINE Please see below our estimated schedule of key dates for your Director of Library search process. If we are selected, vie will establish a firm search schedule during our first meeting with the library. It is our intent to conduct the search within an appropriate timeframe to allow us to find high - quality candidates far you. Our standard search takes approximately 120 days once vie begin the process. The fol lowing is an illustratiae timeline and the actual target datesvill be determined and approved by the Search OommitteelBoard. ■ Initial meeting wilh Search Committee6oard, staff, and First 34 days stakeholders ■ Create position announcement and pimUadvertise nationally ■ Initiate recruitmenl strategy ■ Close postlion posting 45 days Prepare candidate documents and screen qualified candidates ■ Present c;indidates to Sea rrh �ommifiee,'Board and facilitate dISCLILSi-D1 o- s-3 ection of se77 fral sand v;mis ■ Prepare for and lead semi-final intervievrs ■ Faci irate discussion and assist %JT se'ectio- 3= 1-ia isia. ■ Concuct reference reporls and cccfoina-e Tina, inter4iew 45 days plan? ng * =aci i-a-e Final irterviev-s • ---acrd. nita p.,ese,7:aJon of offer to selected candidate and in time background investigalion City Secretary Contract No. EXHIBIT B PRICE SCHEDULE The maximum amount to be paid to Consultant by City for all Services, including the executive search services flat fee and any reimbursable expenses or supplemental services, shall not exceed Forty Thousand Dollars ($40,000.00). The City shall pay Consultant in accordance with the provisions of this Agreement, in particular Section 3. Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement, including any reimbursable expenses or supplemental services, unless City requests and approves in writing the additional costs for such services. FEE PROPOSAL ANU OPTIONAL BILLABLE EXPENSES Bradbury Miller Associates' total fee for execute search services (including all consultant expenses in traveling} is a flat fee of $30,000. A retainer of $6,000 will be paid to the finn upon approval of the agreement and subtracted from the final invoice atthe end of the search_ This amount wil I be invoiced upon completion of the search, payable within 30 days of the selected candidate's acceptance of the client's offer. ■ Expenses included within our fee: (1) AA virtual meetings with the library; (2) all cons_i -ant pre-screening interview expenses, (3) videoconferencing charges; (4) all s.anca•d office expenses; (5) advertising casts based upon our marketing plan whrich prcv,ces excellent exposure to the library community; (6) a single background check ($55049g4) on the chosen candidate, (7) consultant in -person attendance for the final interviews. ■ AdjustmentsldiSCMInts: Tl,e proposed fee covers the outlined srope of services and dEP.,eral=les ccr-ai la;! i 1 -7 s cropcsal ^'h=r mcdifcaticrs is the scope of services are Fcss.bla ail regotiarle „i-7 fee aojuslnlenls r)ai,rj r-acle avcorcingl, ■ Candidate expenses: - shall be the clieni's esl_•.D i31_-i itp to 1'ei-111H •se candidates they have seleulaJ for ans.te final r-efviews fcr We candidates' tra-;a. expensa3 Card cate expenses will vary considerably depending on point of origin, length ofstay and the amount of lead time allowed for booking airfare --a reasonable estimate might be $1.200 - 1,50-0 per candidate inclusive of airfare, meals, holel expenses, and rental car. ■ Additional reference reports: aurproposalallowsforamaximumoffour candidaleswith three references each---shouId it be desired to increase the number of candidates beyond four andfor increase the number of references per individual, the cost per reference is 5400.