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8481 - Contract Executed Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Piggy Back Option Contract Expiration DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 PSA Recruiting Services 8481 no Ginny Brummett N/A Request for City Manager Approval of Purchase DATE: February 1, 2024 DEPARTMENT: Procurement ACM: Cassey Ogden SUBJECT Seeking approval for the City Manager to execute a Professional Services Agreement with the Addison Group, for the General Manager of Public Works / City Engineer recruitment as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (File 8481 – Professional Services Agreement for a the direct hire placement of the General Manager of Public Works / City Engineer with the Addison Group, in the not-to-exceed amount of $55,000). BID/FILE INFORMATION The position has been posted through the City defined requisition process with NEOGOV and an initial round of interviews were completed. An offer was made to the selected candidate but ultimately the candidate declined. To expedite the fulfillment of the current vacancy the hiring manager has requested a one-time direct hire agreement for the recruitment of the General Manager of Public Works/City Engineer. RECOMMENDATION The Addison Group has successfully and within a reasonable duration placed other candidates for the City of Denton. This position will require expertise and a network within the Engineer industry that the external recruitment firm will be able to provide in the not-to-exceed amount of $55,000. BASIS FOR SELECTION Professional services are exempt from competitive bidding in accordance with LGC 252.022. Providers of professional services are selected and awarded based upon demonstrated competence and qualifications. A contract is awarded on the basis of a fair and reasonable price. PRINCIPAL PLACE OF BUSINESS APFS Staffing, Inc., on behalf of its subsidiary Addison Group 125 S. Wacker Dr., 27th Floor Chicago, IL 60606 ESTIMATED SCHEDULE OF PROJECT Direct hire placements are traditionally filled within 60-90 days DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 FISCAL INFORMATION These professional services will be funded from Engineering operating funds. This service benefits the entire City and will be treated similarly to bank fees, audit fees, etc. Budget is available for this expenditure. Requested by: Name : Megan Gilbreath Phone : 757-859-3298 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 2/4/2024 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 13 PROFESSIONAL SERVICES AGREEMENT FOR RECRUITING SERVICES FILE 8481 STATE OF TEXAS § COUNTY OF DENTON § THIS PROFESSIONAL SERVICES AGREEMENT FOR RECRUITING SERVICES (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and APFS Staffing, Inc., on behalf of its subsidiary Addison Group, with its corporate office at 125 S. Wacker Dr., 27th Floor, Chicago, IL 60606, hereinafter called “CONTRACTOR” OR “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, full recruitment for the City Engineer / General Manager of Public Works placement, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services (“Basic Services”) in a professional manner: DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 02/04/2024 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 13 A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE IV COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this Agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay according to the terms of this Agreement, including all Exhibits attached hereto. All invoices are due within thirty (30) days of invoice receipt. For direct hire services, invoices will be issued on or about the individual’s start date. Services are deemed accepted upon the approval of the relevant invoice. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER without first having obtained written authorization from the OWNER. DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 13 C. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. D. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 13 AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. THE TOTAL LIABILITY OF EITHER PARTY, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OR FAILURE OF WARRANTY OR OTHERWISE SHALL IN NO EVENT EXCEED $500,000. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE VIII INSURANCE Each party will maintain the types of insurance customary and appropriate for this Agreement and in an amount as required by applicable law. ARTICLE IX ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE X TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services rendered and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 13 CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XI NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: ADDISON GROUP City of Denton LEGAL CONTRACTS Purchasing Manager –File 8481 125 S. WACKER DR 27th FLOOR 901B Texas Street CHICAGO IL, 60606 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XII ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XIII SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XIV COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XV DISCRIMINATION PROHIBITED DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 13 In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVI PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XII ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XIII MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XIII MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer and Project Schedule What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 13 B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Jim Gerlock . However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XX RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 13 unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXI Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, 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 agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXII Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXIIIProhibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains 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” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 13 ARTICLE XXIV Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains 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 against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXVI PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 13 ARTICLE VII Each party recognizes and agrees all documents submitted by the applicants are confidential, but also may be subject to release pursuant to the Texas Public Information Act (PIA). Further, the parties agree confidential information includes personal information, which is information that can be used on its own or combined with other information to identify, contact, or locate a person, or to identify an individual. Examples of personal information include name, social security number or national identifier, biometric records, driver’s license number, device identifier, IP address, MAC address, either alone or when combined with other personal or identifying information which is linked or linkable to a specific individual or device, such as date and place of birth, mother’s maiden name, etc. The parties agree personal information shall remain confidential information even if at the time of disclosure or collection, or later, it is or becomes known to the public.. In the event OWNER is required by law or judicial order to disclose the confidential information of CONSULTANT, OWNER shall promptly notify CONSULTANT and permit CONSULTANT an opportunity to preclude or limit the disclosure required (if permitted by law). CONSULTANT agrees to preserve the confidentiality, integrity and accessibility of all of the Clients, including applicants’, confidential information with administrative, technical and physical measures. Unless otherwise agreed to in writing by the Client, CONSULTANT agrees that any and all confidential information will be stored, processed, and maintained solely on designated systems located in the continental United States, will be encrypted if it is to be stored on any portable computing device or any portable storage medium, or will be transmitted or exchanged over a public network. The parties agree that any and all confidential information shall be used expressly and solely for the purposes enumerated in this Agreement, and information shall not be distributed, repurposed or shared across other applications, environments, or business units of CONSULTANT. OWNER shall protect Confidential Information of CONSULTANT against unauthorized use or disclosure to the same extent it protects its own Confidential Information of a similar nature against unauthorized use or disclosure. CONSULTANT further agrees that no confidential information of any kind shall be transmitted, exchanged or otherwise passed to other parties except on a case-by-case basis as specifically agreed to in writing by the Client. Any media or PIA requests for information related to this Agreement or information provided by the applicants shall be responded to solely by the Client. CONSULTANT agrees that any request for information or data collected on the applicants or any other information provided by the Client related to this Agreement shall be forwarded to the Client for response. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer, as evidenced below: DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 13 CONSULTANT BY: _____________________________ AUTHORIZED SIGNATURE Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY CITY MANAGER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 Senior Consultant James Gerlock 8327250663 Megan Gilbreath HR Director Human Resources City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 13 Exhibit A Consultant’s Scope of Services Offer and Project Schedule 1. Direct Hire Services. CONSULTANT will provide individuals to OWNER to employ on a permanent basis (“Candidates”). If CONSULTANT identifies a Candidate for a specific opportunity, and the Candidate has not been represented to the same opportunity within the previous twelve (12) months of CONSULTANT’S representation by another source, CONSULTANT will be deemed the representative of the Candidate and will be compensated based on the terms of this Attachment 1. OWNER must provide notice to CONSULTANT within two (2) business days of representation if there is a duplicate submission. If representation of a Candidate results directly or indirectly in the Candidate being hired for any position, whether or not that position was the one the Candidate was originally represented for, within twelve (12) months of representation, CONSULTANT shall be owed a placement fee. The placement fee for a Direct Hire Candidate will be dependent on the position, as follows: Type of Position Direct Hire Fee City Engineer / General Manager of Public Works 25% of the placed Candidate’s annual salary CONSULTANT will guarantee all Direct Hire placements for sixty (60) days after a Candidate’s start date. If a Candidate leaves within thirty (30) days for any reason other than reorganization, elimination of position, takeover or material change in job responsibilities, CONSULTANT will refill the position at no additional charge; if CONSULTANT is unable to refill the position, CONSULTANT will refund the placement fee, which shall be prorated based on the number of days of the Candidate’s employment. For this guarantee to remain effective OWNER must pay the invoice within the time frame specified in Section 3 of the Agreement. Candidates are not CONSULTANT employees and OWNER is responsible for its own background screening and verifications. DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 City of Denton, Texas Contract 8481 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 13 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date X DocuSign Envelope ID: 0D383063-D7A7-4233-8126-75C0035254A4 Exhibit CIQ APFS Staffing, Inc., on behalf of its subsidiary Addison Group 2/4/2024 Certificate Of Completion Envelope Id: 0D383063D7A74233812675C0035254A4 Status: Completed Subject: ****City Manager Approval ******Docusign Item 8481 Recruiting Services Source Envelope: Document Pages: 16 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/1/2024 3:28:20 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 2/1/2024 4:18:07 PM Viewed: 2/1/2024 4:18:16 PM Signed: 2/1/2024 4:22:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/1/2024 4:22:15 PM Viewed: 2/2/2024 7:24:34 AM Signed: 2/2/2024 7:25:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jim Gerlock jim.gerlock@addisongroup.com Division Manager - Engineering Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.8.101.227 Sent: 2/2/2024 7:25:08 AM Resent: 2/2/2024 8:51:03 AM Viewed: 2/2/2024 4:18:18 PM Signed: 2/4/2024 1:47:09 PM Electronic Record and Signature Disclosure: Accepted: 2/2/2024 4:18:18 PM ID: c5253cad-6d47-4449-bdc1-52af476febb2 Megan Gilbreath Megan.Gilbreath@cityofdenton.com HR Director City of Denton - Human Resources Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.244.20.39 Signed using mobile Sent: 2/4/2024 1:47:11 PM Viewed: 2/4/2024 1:49:57 PM Signed: 2/4/2024 1:51:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.59.192.28 Signed using mobile Sent: 2/4/2024 1:51:21 PM Viewed: 2/4/2024 2:50:17 PM Signed: 2/4/2024 4:47:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/1/2024 4:22:15 PM Resent: 2/4/2024 4:47:41 PM Viewed: 2/1/2024 4:25:55 PM Signed: 2/5/2024 8:27:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Megan Gilbreath Megan.Gilbreath@cityofdenton.com HR Director City of Denton - Human Resources Security Level: Email, Account Authentication (None) Sent: 2/5/2024 8:27:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/5/2024 8:27:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/1/2024 4:18:07 PM Envelope Updated Security Checked 2/1/2024 4:21:42 PM Envelope Updated Security Checked 2/1/2024 4:21:42 PM Envelope Updated Security Checked 2/1/2024 4:27:36 PM Envelope Updated Security Checked 2/1/2024 4:27:36 PM Envelope Summary Events Status Timestamps Certified Delivered Security Checked 2/1/2024 4:25:55 PM Signing Complete Security Checked 2/5/2024 8:27:39 AM Completed Security Checked 2/5/2024 8:27:42 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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