Loading...
HomeMy WebLinkAbout425521 MCOFF FRY & PROUSE LLC - PURCHASE ORDER - 9111027 (2)PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MYCOFF, FRY & PROUSE, LLC., a corporation, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. Time of Commencement and Completion of Services. The services to be performed I pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than June 30, 2011. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: With Copy to: Lanie Prouse, Managing Mike Freeman, Chief Purchasing Division Director Financial Officer City of Fort Collins Mycoff, Fry & Prouse LLC City of Fort Collins PO Box 580 12935 South Highway 285 PO Box 580 Fort Collins, CO 80522 Conifer, CO 80433 Fort Collins, CO 80522 Professional Services Agreement —January, 2005 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $1,000,000. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a minimum fee of Thirty-nine thousand dollars ($39,000) and a maximum fee of Fifty thousand dollars ($50,000) plus reimbursable direct costs for the executive recruitment. All such fees and costs shall not exceed fifty five thousand dollars ($55,000). Payments based upon the Professional's fee schedule in Exhibit "A" are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. Payment is due within 31 days of the date of the invoice. The professional fee will be billed in three installments; 33% of the fee will be billed Professional Services Agreement —January, 2005 2 at the initiation of the contract; 33% at the submission of the long list of candidates and the final bill upon acceptance of offer by the candidate. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Status Report. At a mutually agreed upon time, professional will provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. 8. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. Professional Services Agreement —January, 2005 3 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of fifteen (15) working days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that Professional Services Agreement —January, 2005 4 knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section thesubcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. Professional Services Agreement —January, 2005 5 THE CITY OF FORT COLLINS, COLORADO James B. O'Neill II, CPPO, FNIGP Di�ector of Purchasing & Risk Management DATEor: 2] By:--' -' , fll ; ; ZCs t er- L- j�_MC M�rcoff, F r se Lt,C Titer''' yH tAaa c,vt D Wecl of Date: �1 % 15111 ATTEST: (Corporate Seal) Corporate Secretary Professional Services Agreement —January, 2005 Exhibit A Scope of Work To search out suitable candidates and facilitate the selection of a Finance Director for the City of Fort Collins, professional will: Information Gathering Professional will meet with the City of Fort Collins, Colorado to obtain information regarding: • The goals, responsibilities and duties of the Finance Director. • The desired training, experience, talents, skills, and personal attributes of candidates for the Finance Director. • The City of Fort Collins, Colorado organization and related operating performance and business strategies. • The relationship of the Finance Director to the organization. • Advancement opportunities for the Finance Director. • Organizational information (revenues, financial condition, customers, staff, resources, organizational structure, corporate culture, compensation issues, etc.). • Regional information (location, population, climate, growth rate, culture, cost of living, etc.). Develop a Position Profile Professional will use the gathered information, in consultation with the City of Fort Collins, Colorado to develop a position profile that describes the Finance Director's goals, responsibilities, and duties; required education, training, experience, and personal abilities; and organizational and regional information. Conduct Recruitment Activities After compiling the information listed under Information Gathering, professional will research our extensive database and other resources to identify potential candidates or "leads" to potential candidates. Professional will call these individuals to determine their suitability or to solicit suggestions of other possible candidates. When appropriate, Professional will evaluate internal candidates to determine their suitability. In some instances, professional may place advertisements in suitable publications to solicit individuals not in our database. In all assignments, professional will aggressively recruit minority and female candidates. Professional will conduct telephone interviews with the most promising candidates to investigate the following: The degree the candidates satisfy the established criteria. The candidates' level of interest in becoming Finance Director. Professional Services Agreement —January, 2005 • The candidates' and their families' attitudes toward a job change and, if necessary, relocation. The feasibility of a job change and relocation (ease of home sale, retirement plans, family ties, health, etc.). The candidates' current compensation, the cost of living in their present location, and their compensation requirements. Professional will evaluate candidates, submit a long -list of appropriate individuals along with their credentials, and recommend a short-list of the most qualified. Interview of Candidates After the City of Fort Collins, Colorado reviews the resumes and approves the short-list of prospects, professional will conduct personal interviews with these individuals, in Fort Collins, Colorado. Professional will further evaluate candidates' suitability and recommend finalists for an interview with the City of Fort Collins, Colorado. Recommendations are documented in an "Interview Report" format that includes a detailed history on each candidate, pertinent logistical facts, and commentary supporting our recommendation. Professional will assist the City of Fort Collins, Colorado in its selection process by: • Scheduling interviews. • Facilitating the City of Fort Collins' interviews as requested. • Notifying candidates of their selection or rejection. • Background investigations. • Salary, contract, and employment negotiations. Fees and Expenses Professional fee is 28% of the annual agreed upon salary of the Director of Finance, with a minimum fee of $39,000 and a maximum fee of $50,000, plus expenses. The fee is payable at 1/3 of the estimated fee in advance; 1 /3 of the estimated fee when professional submit the long list of candidates; and the trued -up balance when the Finance Director begins employment. Reimbursable expenses will include: • Professional's travel expenses to meet with the City of Fort Collins as described under Information Gathering. • Approved recruitment advertising expenses. • Travel expenses for Professional to conduct face-to-face interviews with approved candidates in Fort Collins, Colorado, or other approved locations. • Professional travel expenses to attend the City of Fort Collins' interviews off additional meetings as requested by the City of Fort Collins. The City of Fort Collins, Colorado will incur expenses to interview the finalists in Fort Collins, Colorado and expenses to relocate the selected individual. Professional will incur telephone, postage, Professional Services Agreement —,January, 2005 printing, and other administrative expenses. Search Manager and Search Team Lanie Prouse or Scott Fry will lead the search engagement, potentially with support from our senior recruiter. Additional Information Guarantee Professional will conduct an additional search for no additional fee should the candidate professional recommend terminate employment for any reason other than lack of work, illness, injury, or death within one year of the employment date. Cancellation The City of Fort Collins, Colorado, Colorado or professional may cancel this agreement at any time. If, within twelve (12) months, the City of Fort Collins, Colorado employs any of the candidates submitted by Professional, the City of Fort Collins, Colorado will pay Professional the fee described above. Other Information Professional is sensitive to candidates' need for confidentiality and will not reveal identities until it is appropriate. Professional take special care to not jeopardize anyone's present employment or to hinder the City's capabilities. Background investigations will include verifying education and employment records shown on candidates' resumes, applications, and interview documents. Professional adheres to all Taws applicable to recruitment and employment and maintain on- going customary insurance policies. Professional will provide the City of Fort Collins, Colorado with status reports throughout the recruitment process. Professional Services Agreement —January, 2005 N