Loading...
HomeMy WebLinkAbout425521 MYCOFF FRY & PROUSE LLC - CONTRACT - RFP - 7554 EXECUTIVE SEARCH SERVICES - UTILITIES EXECUTIProfessional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 1 of 15 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, 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: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of six (6) pages, and incorporated herein by this reference. 2. Contract Period. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. This contract shall have a term of six (6) months. Notwithstanding, it is the City’s desire for the Utilities Executive Director to start employment with the City no later than March 17, 2013. 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: DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 2 of 15 Professional: City: Copy to: MyCoff Fry & Prouse LLC Attn: Lanie Prouse 12935 US Highway 285 Conifer, CO 80433 City of Fort Collins Attn: Ginny Sawyer PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 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, including but not limited to designs, plans, reports, specifications, and drawings 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 in accordance with Exhibit B consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a firm fixed fee in the amount of $39,000 plus reasonable reimbursable direct costs. Payment terms shall be net 30 days in accordance with the following payment schedule: a. $13,000 upon execution of the Agreement b. $13,000 upon submittal of the long-list of candidates DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 3 of 15 c. $13,000 when the Utilities Executive Director begins employment with the City. 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. 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. 8. 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. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in this Agreement without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 4 of 15 subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. 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. 11. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) 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. 12. 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. 13. 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. 14. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 5 of 15 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 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: 1. 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 the subcontractor does not cease DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 6 of 15 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. 15. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 7 of 15 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul Director of Purchasing & Risk Management DATE: ______________________________ MYCOFF, FRY & PROUSE LLC By: __________________________________ Printed: Title: _______________________________ Date: _______________________________ DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Lanie Prouse 12/10/2013 Managing Director 12/10/2013 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 8 of 15 EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES The City of Fort Collins is seeking proposals from consulting firms who provide executive search services to aid in hiring a Utilities Executive Director. Fort Collins is a vibrant, community that operates under the Council/Manager form of government. The municipal organization serves approximately 151,000 citizens and has been recognized as one of the best places to live, vacation and do business. The Utilities Executives Director serves at the pleasure of the City Manager and directs and manages activities of the Utilities Service Area including light and power, water, wastewater, stormwater, financial operations and customer connections. The selected firm will be expected to will work closely with the City throughout the search and selection process. Services required will include the following: 1. Work closely with the City Manager and designated City personnel to finalize a profile for the Utilities Executive Director position. Utilize input from constituents to customize profile and selection process. 2. Coordinate recruiting efforts for the position, including advertising and personal recruitment of candidates. 3. Review and screen applications. 4. Conduct preliminary interviews on selected candidates. 5. Work closely with designated City staff to develop a site visit agenda and interview schedule. 6. Provide a list of approximately 15-20 candidates as soon as practical. 7. Coordinate follow-up interviews and site visits. 8. Negotiate employment offer. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 9 of 15 CITY OF FORT COLLINS POSITION DESCRIPTION TITLE: Utilities Executive Director SUMMARY Directs, administers, and manages the activities of the Utilities service area in support of organizational policies, goals, and objectives as established by the City Manager and the City Council. Provides general oversight and direction of department work or division heads within the Utilities service area. ESSENTIAL DUTIES AND RESPONSIBILITIES The following duties and responsibilities are illustrative of the primary functions of this position and are not intended to be all inclusive.  Provides guidance and direction to the Utilities service area department or division heads in the planning, development, promotion, and delivery of services to the community.  Directs the preparation of short term and long range plans and the Utilities service area annual budget based on overall City goals and growth objectives.  Maintains a sound organizational plan by establishing policies that ensure management development and provide for capable management succession.  Develops and implements procedures and the means to promote communication and adequate information flow.  Establishes and ensures operating policies within the Utilities service area that are consistent with the City Manager's objectives.  Evaluates the results of overall operations and service levels and provides regular reports to the City Manager.  Defines the responsibilities, authority and accountability of all direct subordinate managers and provides them with regular reviews and general guidance.  Ensures that all Utilities service area programs, projects and operations are carried out in compliance with applicable local, state, and federal regulations and laws.  Serves with other service area directors as a member of the Executive Lead Team.  Initiates, directs, assists, and participates in communicating, coordinating, and cooperating with other City departments, divisions, service areas, and other for the purpose of representing the Utilities service area. SCOPE OF SERVICES AND APPROACH TO THIS EXECUTIVE SEARCH Mycoff, Fry & Prouse will conduct a comprehensive executive search to recruit a Utilities Executive Director for City of Fort Collins in Fort Collins, Colorado. This will entail: Information Gathering Professional will meet with City of Fort Collins in Fort Collins, Colorado, to obtain information regarding:  The goals, responsibilities and duties of the Utilities Executive Director.  The desired training, experience, talents, skills, and personal attributes of DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 10 of 15 candidates for Utilities Executive Director.  City of Fort Collins’ organization, related operating performance and business strategies and values (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.).  The desired salary/compensation range for the Utilities Executive Director position.  City of Fort Collins’ policy for relocation, retirement, health, vacation, and other employee benefits.  Any available employee handbooks, benefits summaries, annual reports, organization charts, strategic/business plans, or other related documents. Develop a Position Profile Professional will work closely with the City Manager and designated City personnel to use the gathered information to finalize a profile for the Utilities Executive Director position. This will include input from constituents to customize the profile and selection process. The position profile will describe the Utilities Executive 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 above, Professional will research their extensive database and other resources to identify potential candidates or "leads" to potential candidates. Professional will contact these individuals, as well as any candidates who separately apply to City of Fort Collins, to determine their suitability or to solicit suggestions of other possible candidates. When appropriate, we will evaluate internal candidates to determine their suitability. Professional may place announcements in appropriate professional publications, on the Internet, and other appropriate media to provide maximum exposure for the position. In all assignments, Professional will aggressively recruit minority and female candidates. Professional will utilize local, regional, and national networks to seek qualified candidates and promote the desirability of Fort Collins. Professional is based in Colorado and Professional is familiar with the elements that make Fort Collins an attractive location for prospective candidates. Members of Professional’s firm have all spent time in and around Fort Collins and Professional will market the City as a progressive college town and tourist destination with numerous outdoor recreation opportunities. Professional will also promote the city’s proximity to Denver International Airport; the availability of shopping, restaurants and microbreweries; and would highlight the lower cost-of- living in Fort Collins as compared to other Colorado locations. Professional will conduct telephone interviews with the most promising external and internal candidates to investigate the following:  The degree the candidates satisfy the established criteria and the candidates’ fit with the City of Fort Collins’ culture and values.  The candidates’ level of interest in becoming Utilities Executive Director. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 11 of 15  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 approximately 15 to 20 individuals along with their credentials, and recommend a short-list of the most qualified. Interview of Candidates After the City of Fort Collins reviews the resumes and approves or revises the short-list of prospects, Professional will conduct face-to-face interviews with these individuals in Fort Collins, Colorado. After conducting interviews, Professional will recommend finalists for an interview with the City of Fort Collins. Recommendations are documented in an “Interview Report” format that includes a detailed history on each candidate, pertinent logistical facts, and commentary supporting Professional’s recommendation. Once the City of Fort Collins reviews the interview reports and selects finalists, Professional will assist the City of Fort Collins’s subsequent interview and selection process by:  Working closely with designated City staff to develop a site visit agenda and interview schedule.  Facilitating the City of Fort Collins’ interviews as requested.  Contacting references provided by finalists.  Verifying degrees, as well as, any professional licenses.  Assisting and facilitating the City of Fort Collins deliberations resulting in the selection of a candidate to whom a job offer will be extended.  Negotiating the final terms and conditions for a contract offer to the selected candidate.  Notifying all applicants of the final appointment. Timeline The detailed timeline will be developed by the Professional in collaboration with the City. It is the City’s desire for the new Utilities Executive Director to start work with the City by March 17, 2014. The following is a high level summary of key schedule elements.  Discussions with Professional on desired education, experience, skills, abilities of the Utilities Executive Director, as well as, City of Fort Collins’ strategic direction, goals, challenges, etc. Position profile submitted for approval: o Completed one to two weeks after being awarded the contract.  Search activities and initial candidate screenings concluded and submission of a long- list of resumes along with candidate summaries/ranking.  City of Fort Collins reviews long-list, selects/approves finalists: o Completed one week after long-list submittal. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 12 of 15  Professional interviews short-listed candidates and provides interview reports with a recommendation as to finalists: o Completed three weeks after short-list approval.  Finalists interview with City of Fort Collins and Professional: o Will likely need to provide a two-week notice to selected/vetted candidates and will likely need two full days for interviews and deliberations.  Compensation negotiations with selected candidate: o Typically completed one to two weeks after final interviews.  Selected candidate starts at City of Fort Collins: o Typically 30 to 60 days after compensation negotiations. Fees and Expenses The City will pay Professional a firm fixed fee of $39,000 plus reasonable expenses. The fee is payable at 1/3 of the estimated total in advance; 1/3 of the estimated total when we submit the long-list of candidates; and the balance when the Utilities Executive Director begins employment. Reimbursable expenses, which will include a 10% mark-up for handling and carrying cost, will include:  Professional’s travel expenses to meet with City of Fort Collins, if needed, as described under Information Gathering.  Approved/Requested recruitment advertising expenses.  Travel expenses for Professional to conduct face-to-face interviews with selected candidates in Fort Collins, Colorado, or other approved locations.  Professional’s travel expenses to attend City of Fort Collins’s interviews or additional meetings as requested by City of Fort Collins. City of Fort Collins will incur expenses to interview the candidates in Fort Collins, Colorado, and expenses to relocate the selected individual. Professional will incur telephone, postage, printing, and other administrative expenses. ADDITIONAL INFORMATION Guarantee Professional will conduct an additional search for no additional fee should the candidate we recommend terminate employment for any reason other than lack of work, illness, injury, or death within one year of the employment date. Cancellation City of Fort Collins or Professional may cancel this agreement at any time. If City of Fort Collins employs any of the candidates submitted by Professional at a later date, City of Fort Collins will pay Professional the fee described above. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 13 of 15 Other Information Professional is sensitive to candidates’ need for confidentiality and Professional will not reveal identities until an appropriate time. Professional will take special care not to jeopardize anyone's present employment or to hinder clients’ capabilities. Professional shall adhere to all laws applicable to recruitment and employment and maintain ongoing customary insurance policies. Professional will provide City of Fort Collins with status reports throughout the recruitment process. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 14 of 15 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 Professional Services Agreement 7554 Executive Search Services – Utilities Executive Director Page 15 of 15 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23 DocuSign Envelope ID: 83786872-5966-46B6-8FF5-4E4A1210BF23