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Contract 2025-007ArTHOMAS HOUSTON /' affirmative action Via Electronic Mail October 23, 2024 Ms. Nadine Ohlinger, M.A., M.P.H. HR Director City of Clermont 685 W. Monrose Street Clermont, FL 34711-2119 Dear Ms. Ohlinger: 2a25-OQ7A EEO Program Agreement (FTF250200) On behalf of THOMAS HOUSTON associates, inc. ("THOMAS HOUSTON" "we" or "us"), we welcome the opportunity to support City of Clermont ("CLIENT", "you", or "your") with regard to your obligations under the regulations of the Federal Transit Administration. In order to achieve our goal of a long lasting relationship with our clients, our agreement is designed to adjust as your business grows and your operations diversify. The Statement of Work (SOW), Fee Schedule, Terms and Conditions, and any Amendments to this Agreement collectively constitute the "Agreement". The Statement of Work on pages 2 and 3 fully outlines all required EEO Program and/or Interim Update components. By execution via signature where indicated below, the undersigned represents and warrants that he or she is authorized to execute this Agreement and that a purchase order, if required, will be issued on a timely basis. The signature date on this agreement shall be considered the "execution" and/or "Effective Date. Once this Agreement is accepted and approved, please return this signature page via email to sender or fax to: (954) 916-9262. Signature Date The staff of THOMAS HOUSTON associates, inc. welcomes the opportunity to work with you and your company. Yours sincerely, %lAAl,.. e. -J*A4 /$AA, Mary C. Franczak President THOMAS HOUSTON associates, inc. WASHINGTON, DC • 800.330.9000 • FORT LAUDERDALE, FL www.thomashouston.com Page 1 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS 7Erw HOUSTON actical offinn&ive action STATEMENT OF WORK — EEO PROGRAM SERVICES EQUAL EMPLOYMENT OPPORTUNITY PROGRAM THOMAS HOUSTON'S EEO PROGRAM PROCESS: A project team consisting of a Project Manager and Data Analyst is assigned to each EEOP project. The project is initiated with a Start Up meeting whereby all data elements necessary to prepare the EEOP are reviewed in detail by the Project Manager and Data Analyst. As part of this process, a "Start Up Package" will be provided and reviewed inclusive of a blank data collection template for use in gathering and reporting the required data as well as a questionnaire that prompts regarding additional EEO related information/activities the organization has undertaken and should be specified in the EEOP. THOMAS HOUSTON utilizes the information to prepare initial reports that are reviewed with the client team to finalize and establish appropriate job groups. THOMAS HOUSTON will then identify the appropriate availability statistics using applicable census data and prepares the completed written Plan(s), ensuring all program elements are addressed as required per the regulations. EEO PROGRAM ELEMENTS: FULL PLAN - All program elements are summarized in the listing below, inclusive of the recent updates which call for an in-depth analysis of Protected Veterans, Individuals with Disabilities and employment practices. • Statement of EEO Policy • Communication and Dissemination —a questionnaire is provided that will help identify any particulars that have been implemented to include along with the baseline requirements. • Designation of EEO Officer - will ensure all specifications regarding the role of the EEO are included • Utilization Analysis — will include preparation of the Utilization Analysis with identification of Underutilization or Concentration of minorities/females • Goals/Timetable Projection — development of detailed Timetable of Utilization Data and Determination of Utilization goals and goal attainment projections for the upcoming 4-year period • Assessment of Employment Practices — will include Individuals with Disabilities and Protected Veterans applicant/hires results (note: must provide employee identification status data in order to complete) and Analysis of Selection Anomalies within all personnel activities (i.e. hires, terminations, suspensions, etc.) • Annual Plan Monitoring — will include all required information regarding an analysis of the employment practices and how the organization ensures its activities (i.e. recruitment/selection, promotion/transfers, etc.) are non-discriminatory. Page 2 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS r HOUSTON actical affirmative action COMPLETED EEO PROGRAM: The completed EEO Program is provided to the client for review and approval via our Client Corner, a secure site available to each of our clients. This secure site is available to approved users from your organization and requires a user name and password. Once your EEO Program is approved and finalized, the final Program will be uploaded to your Client Corner for viewing, downloading and/or printing as necessary. EEO PROGRAM (INTERIM UPDATE): The Interim Update will include a narrative consisting of statements to address (as applicable): • The organization's Equal Employment Opportunity Policy • This section will include the Interim Year's "Goal Attainment" Report results. The report will compare the specific Interim Year Goal Attainment vs. the Goals established when the Plan was prepared. The purpose is to monitor the organization's annual progress toward reaching the established goals over the 4 year Plan period.) • Steps taken to ensure the "Assessment of its Employment Practices" as required — referring to the organization's monitoring of its selection practices to include, hires, terms, promotions, etc. to address any potential problem areas and ensure fairness in all selection processes. The current year "Impact Ratio Analysis" report is also offered to fulfill this assessment. The purpose is to monitor and identify "potential problem areas" for further research, as applicable. • The organization's "Monitoring and Reporting System" lists the steps taken to ensure the EEOP is effective. The EEOP will also include the following reports as Attachments - Personnel Activity Table, Job Group Analysis, Workforce Profile, Salary Range Table, Impact Ratio Analysis and Comparative Salary Report (as applicable, as these two reports are optional). Once the Interim Update is completed, the Goal Attainment Report as well as the IRA reports (as applicable) would serve to assist in evaluating and assessing what, if any, additional outreach or good faith efforts may be necessary to ensure the Goals are all met by the 4t' year or review period. Page 3 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS r HOUSTON actical affirmative action FEE SCHEDULE - AFFIRMATIVE ACTION PROGRAM IMPLEMENTATION i City of Clermont AAP DATE: 1/1/2025 Project ID#: FTF250200 Client ID#: 1210 EEO Program Services (Interim Update) EEO Program Number of Plans - 1 $2,750.00 PLAN LIST BY LOCATION HEADCOUNT Clermont, FIL :0 TOTAL: 380 Page 4 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS rprHOUSTON odcal offirmotive oction These Terms and Conditions (the "Terms") constitute an integral part of the Agreement entered into between THOMAS HOUSTON associates, inc., ("THOMAS HOUSTON") with offices in Fairfax, Virginia and Fort Lauderdale, Florida and CLIENT ("Client") named in the Cover Letter to which these Terms are attached. The legal terms and conditions further define the project. If any conflict or inconsistency arises between the Cover Letter, Statement of Work, Fee Schedule, and the Terms & Conditions, the Terms and Conditions shall govern. 1. Services Defined. THOMAS HOUSTON hereby agrees to provide to CLIENT, and CLIENT hereby agrees to accept and pay for, the acceptably completed Services described in the Fee Schedule 1.1. Acceptance of Services. All Services agreed to in the Fee Schedule shall be Accepted upon the earliest to occur of (a) CLIENT's written acknowledgement, in any form, that the Services are acceptable, or (b) expiration of the Acceptance Period (ten day period after the receipt of the agreed upon AAP Services) without written notice by CLIENT of any non -conformity or deficiency (a "Deficiency" and/or a "Deficiency Notice"). THOMAS HOUSTON shall have ten (10) days to remedy any such Deficiency. 2. Data 2.1 Reporting Changes in Workforce Data to THOMAS HOUSTON. Changes in workforce data such as number of plans and headcounts per plan during the term of this Agreement may affect the total fees (+/-) due THOMAS HOUSTON. If applicable, the agreement will be amended upon mutual consent and in writing via an Amendment(s) during the Term. 2.2 Bottom Line Balancing. Bottom Line Balancing will be run using CLIENT's submitted data to determine the overall reasonableness of each plan's data and to allow a quick overview of the total number of records submitted for each activity. If data issues and large discrepancies are identified by THOMAS HOUSTON as a result of this balancing method, a discussion with CLIENT will be required before work can proceed. If CLIENT would like further research and corrections made, CLIENT must acknowledge via email that THOMAS HOUSTON should proceed with the research. This additional research and possible rerun of original data will be billed at the Data Revision Services rate below (Section 2.3 — Data Revision Services). 2.3 Data Revision Services. Revisions made to incorrect data provided by CLIENT may be necessary to ensure accuracy of the AAP. Data revision may apply when incorrect or incomplete files were submitted and/or THOMAS HOUSTON had already begun converting the data. Data revision charges, if applicable, will be billed at $200 per hour. 2.4 3. Compensation. In consideration of the Services provided to CLIENT, CLIENT shall compensate THOMAS HOUSTON as follows: 3.1 Fee Payment Schedule for Fixed Fee Services. The fees shall be invoiced and payable as set forth below: A single invoice for the Fixed Fee Services will be sent following the Effective Date of this Agreement (page 1). This invoice will show Installment Amounts and Due Dates for each installment. (a) 1st Installment: 50% of the Total Services amount on the Fee Schedule. Amount will be due by the end of the month following 30 days from the invoice date. Page 5 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS 00 HOUSTON practical affirmative action (b) 2nd Installment: 50% of the Total Services amount on the Fee Schedule. Amount will be due 30 days from project completion. (c) N/A (d) N/A 3.2 N/A 3.3 N/A 3.4 Unpaid Invoices. THOMAS HOUSTON reserves the right to levy a one percent (1%) per month interest rate on any invoice amount that remains unpaid 90 days from the due date. Interest accrual will begin on the 90th day. 3.5 Invoice Disputes. In the event of any dispute with regard to a portion of an invoice amount, the undisputed portion thereof shall be timely paid. Upon resolution of such dispute, any previously disputed amounts still due and owing shall be paid with accrued interest calculated beginning 90 days from the disputed amount(s) due date(s). 3.6 Minimum Fees. In the event of any Termination for Convenience by CLIENT under Section 4.2(b), or any uncured breach of this Agreement by CLIENT under Sections 4.2(c), (d) or (e), in addition to any and all other rights and remedies available to THOMAS HOUSTON, CLIENT shall be obligated to pay the following minimum compensation (collectively, the "Minimum Fees"): (a) Single Year Term. For Agreements subject to a Single Year Term, CLIENT must pay THOMAS HOUSTON all Fixed or Estimated Fees applicable to the Services as described in the Fee Schedule for the entire Single Year Term (contract period), notwithstanding the effective date of any such termination (i.e., fees are not divisible). If terminated by THOMAS HOUSTON, only those Fixed or Estimated Fees, which are undisputed at the time of the termination, will be due. (See 4.2 Termination Events). 3.7 Expenses and Miscellaneous Charges. Travel expenses are typically not required for EEO Program processing services. If an on -site service is requested by CLIENT or if travel is necessary to perform a selected service, Travel Expenses will be discussed and preapproved by CLIENT and will be billed at actual cost. These expenses may include, but are not limited to: air travel, taxi/auto rental, tolls and mileage, meals, and hotel accommodations. Travel Time (if applicable), is a miscellaneous charge that will be billed at the rate quoted on the Fee Schedule of this Agreement for actual travel time. Invoice amounts for travel expenses will be due by the end of the month following 30 days from the invoice date. 3.8 Shipping and Handling Charges. If applicable, fixed fee shipping and handling charges will be shown on the Fee Schedule. If shipping charges are incurred due to any CLIENT requests, CLIENT will be billed at actual cost. 4. Term and Termination 4.1 Term of Agreement. This Agreement commences on the Effective Date (page 1), for the fixed minimum period being a single Year (the "Single Year Term). Page 6 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THWAS rHOUSTON practical affirmative action 4.2 Termination Events. This Agreement shall terminate upon the earliest occurrence of any of the following "Termination Events", the effective date of which shall be the "Termination Date" hereof: (a) Upon expiration of the applicable Single Year Term, subject to any agreed extension or renewal thereof; (b) Immediately upon delivery of at least sixty (60) days prior written notice of termination of this Agreement by CLIENT (a "Termination for Convenience"), subject to payment of all Minimum Fees in accordance with Section 3.6 to THOMAS HOUSTON; (c) Upon written notice by either party of material breach„ default or non-performance of this Agreement, including (i) any action or inaction by CLIENT that prevents, impairs or frustrates THOMAS HOUSTON's ability to provide the EEO Services within 120 days of the Effective Date of this Agreement (such as withholding data or failing to respond to THOMAS HOUSTON notices or requests), or (ii) any failure by CLIENT to pay THOMAS HOUSTON any fee or expense due hereunder, including any Minimum Fees, THOMAS HOUSTON and CLIENT shall have the right to serve notice of material breach at any time after the 120 day period referenced above. The party receiving such breach notice shall have ten (10) days to cure said breach, default, or non-performance, and avoid such termination; (d) Upon ten (10) days written notice by either party of termination if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any other act, action, or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, and if such petition, action, or proceeding is not dismissed or withdrawn within sixty (60) days of filing or commencement; or (e) Upon ten (10) days written notice by THOMAS HOUSTON, at its option, if CLIENT sells all or substantially all of its assets in other than the ordinary course of business, merges with or into another corporation or entity in which it is not the surviving entity, or sells more than a majority of the voting interest in CLIENT and the acquirer fails to ratify, adopt, or honor all terms and conditions hereof. This right of termination shall be a continuing right and may be exercised by THOMAS HOUSTON at any time following the occurrence of such breach. Unless and until so exercised, this Agreement shall be and remain binding upon CLIENT and any successor or acquirer thereof. CLIENT represents and warrants that this Agreement shall be disclosed to the acquirer in any such transaction and that the definitive agreement related to such transaction shall fully protect THOMAS HOUSTON's rights and interests herein, as reasonably determined by THOMAS HOUSTON. 4.3 Effect of Termination. Immediately upon any Termination Date hereunder: (a) All Professional Services listed on the Fee Schedule by THOMAS HOUSTON shall terminate; (b) CLIENT shall pay any and all undisputed unpaid fees and expenses due to THOMAS HOUSTON at the time of termination, including but not limited to any fees due through such date of termination and any Minimum Fees due under Section 3.6 throughout the balance of the Term, which Minimum Fees shall forthwith and immediately accelerate and become due and payable in full upon a Termination Date. (c) Subject to CLIENT's payment in accordance with this Agreement; THOMAS HOUSTON shall provide CLIENT with all deliverables and work -in -progress; (d) Each party shall immediately return to the other party, or at such other party's request destroy, all copies of Confidential Information in such party's possession or under its control; and (e) Sections 3, 4, 5, 6, 7 and 8 hereof shall survive. Page 7 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS r HOUSTON actice/ offirmative action 5. Confidential Information. During the Term, each party may gain access to non-public, trade secret, copyrighted or other confidential information that relates to the other party's business, services, employment, financial data and customers, including, but not limited to, THOMAS HOUSTON designs, processes, and materials (see Section 5.4), whether or not identified as confidential at the time of disclosure (collectively, "Confidential Information"). Notwithstanding the foregoing, THOMAS HOUSTON hereby disclaims any responsibility for the confidentiality of any CLIENT data or information sent electronically or otherwise until actually received by THOMAS HOUSTON. In the interest of protecting CLIENT data, THOMAS HOUSTON requests that data is transmitted utilizing our secure online HResource Center or the Secure File Transfer Protocol (SFTP) file transfer process. This provides increased levels of data protection, security, and confidentiality. THOMAS HOUSTON shall have no liability for any unauthorized use of any CLIENT data or information sent through unsecured email by any third party as THOMAS HOUSTON does not recognize unsecured email as a preferred method of data transfer. CLIENT data shall become Confidential Information hereunder only when actually received by THOMAS HOUSTON. 5.1 Authorized Use and Non -Disclosure. Confidential Information may be used by receiving party and their affiliates only as authorized herein and on a need to know basis without the disclosing party's prior written consent. Each party shall protect Confidential Information in the same manner it protects confidential information of similar sensitivity, but in no event shall the receiving party employ less than reasonable care. 5.2 Return of Information. All Confidential Information, including all copies in all media, shall be returned to the disclosing party or destroyed at such party's request upon a Termination Date or requested return date. Notwithstanding the foregoing, THOMAS HOUSTON and CLIENT may retain one (1) copy of such Confidential Information of the other party solely for compliance and audit purposes and obligations of confidentiality and non -disclosure will survive the termination of this Agreement. 5.3 Exclusions. "Confidential Information" excludes information (a) previously known by the receiving party, (b) independently developed by the receiving party, (c) acquired from a third party without an obligation of confidence, or (d) which is or becomes publicly available through no breach hereof. 5.4 Designs and Processes. The methodology, processes, formats, and designs used by THOMAS HOUSTON in designing and writing our AAPs (collectively, "THOMAS HOUSTON Works") are trade secrets, Confidential Information, and copyrighted works of authorship under the U.S. Copyright Act. CLIENT hereby agrees not to disclose any THOMAS HOUSTON Works, including but not limited to the forms, designs, content, and layouts of AAPs, to any third party or to use such THOMAS HOUSTON Works for any purpose other than complying with applicable law and regulations. CLIENT shall not sell, transfer, make available, or make commercial use of the THOMAS HOUSTON Works and AAP designs and processes in any way. 6. Warranty, Disclaimer, and Limitations of Liability 6.1 Warranty. THOMAS HOUSTON represents and warrants that the Services will be performed in a professional and workmanlike manner. Notwithstanding the foregoing, CLIENT acknowledges and agrees that certain AAP Services are subject to government rules and regulations, and administrative and judicial interpretations thereof. Accordingly, THOMAS HOUSTON cannot and does not guarantee or promise, expressly or impliedly, any particular result or outcome from the use or receipt of its AAP Services. Page 8 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020 THOMAS HOUSTON practical affirmative action 6.2 Disclaimer. Except as provided above, all services are provided "as is" and without warranty, express or implied, including merchant -ability and fitness for particular purpose. 6.3 Limitations of Liability. In no event shall THA be liable for any special, consequential, indirect, or punitive damages, regardless of theory of liability, even if THA is advised of the possibility thereof. In no event shall THA be liable for any breach of this Agreement. 7. Indemnification. Each party indemnifies and holds harmless the other party, its employees, officers, directors, representatives, and agents ("Related Parties") from any and all third party claims, losses, damages, and liabilities, including attorneys' fees ("Losses"), relating to any bodily injury or death caused by the negligence or willful misconduct of the indemnifying party or a Related Party in connection herewith. 8. General. 8.1 Non -Solicitation. Neither party shall solicit, employ, or contract, directly or indirectly, any of the other party's employees, contractors, or agents during the Term of this Agreement and for a period of twelve (12) months thereafter. 8.2 Independent Contractor. The parties are independent contractors and not joint venturers, employees, partners or agents, and no party has authority to bind or commit the other party. 8.3 Severability. If any term hereof is ruled invalid, illegal or unenforceable, such term shall be severed and all other terms hereof shall remain in full force and effect. 8.4 Notices, Emails and Facsimiles. Any notice shall be in writing and effective (a) upon delivery, (b) five (5) days after deposit in the U.S. mail (certified mail, return receipt requested, or 1' class postage prepaid), (c) upon facsimile transmission (upon confirmed delivery), or (d) upon receipt by overnight delivery (upon confirmed delivery). Email notices shall be effective when sent, if confirmation of actual receipt by addressee is obtained and facsimile signatures on this Agreement and any notice hereunder shall be binding and effective on the signing party. 8.5 Dun and Bradstreet / Financial. THOMAS HOUSTON provides select corporate information to Dun and Bradstreet. Any requests for additional information should be directed to the Financial Manager at THAFinance@thomashouston.com or to (703) 481-9839. 8.6 Attorneys' Fees. In the event of any action or proceeding by THOMAS HOUSTON to enforce or interpret any provision of this Agreement, including any injunctive proceeding, THOMAS HOUSTON shall be entitled to recover all of its costs and expenses related thereto, including, but not limited to, its reasonable attorneys' fees. 8.7 Entire Agreement. This Agreement merges and supersedes all prior agreements and understandings, oral or written. 8.8 Amendments and Waivers. Neither this Agreement nor the Fee Schedule or Proposal for AAP Services may be modified or amended except by mutual written agreement. The failure to exercise or enforce any right hereunder shall not constitute a waiver or estoppel of such right. 8.9 Governing Law and Jurisdiction. This Agreement is governed by the laws of Virginia, excluding principals of conflicts of law. Exclusive jurisdiction and venue for any disputes related hereto shall lie in any state or federal court located in or serving Fairfax County, Virginia. The parties hereby irrevocably waive their rights to any trial by jury. Page 9 City of Clermont (2025) EEO Program Agmt (FTF250200).docx 2/20/2020