HomeMy WebLinkAboutTOUCHSTONE LEGAL RESOURCES LLC - CONTRACT - AGREEMENT MISC - TOUCHSTONE LEGAL RESOURCES LLCProfessional Services Agreement
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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 Touchstone Legal Resources 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 four (4) pages, and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. This Agreement shall commence March 20, 2014, and shall continue
in full force and effect until August 31, 2014, unless sooner terminated as herein
provided.
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:
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Professional: City: Copy to:
Touchstone Legal Resources
LLC
Attn: Tracy Herman
Suite 281
590 W. Highway 105
Monument, CO 80132-9125
City of Fort Collins
Attn: Steve Roy
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 plans,
reports, specifications, and other materials provided, 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.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay Professional a fixed fee in the amount of Twelve
Thousand Dollars ($12,000.00) plus reimbursable direct costs. The total of such fees and
costs shall not exceed Thirteen Thousand Dollars ($13,000.00). In the event that a
candidate previously identified by the City as a finalist for the position to be filled
(“Previous Finalist”) is hired and continues in employment with the City after three (3)
months of employment, the fee due to Professional shall be reduced to Six Thousand
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Dollars ($6,000.00), as more specifically set forth below and in Exhibit A. Payment shall
be made as follows:
a. A partial payment in the amount of Six Thousand Dollars ($6,000.00) plus
reimbursement of up to Five Hundred Dollars ($500.00) of expenses shall be
made to Professional upon the Professional's City-verified, satisfactory and
timely completion of the Presentation of Candidates as described in the Scope of
Work, and upon the City's approval of the Professional's actual reimbursable
expenses.
b. If a Previous Finalist is hired by the City after completion of the first round of
interviews by the City (as described in the Scope of Work), and after three
months of employment of such Previous Finalist the City has requested no
further services from Professional, no further payment to Professional shall be
due. If a Previous Finalist is not hired by the City after completion of the first
round of interviews by the City, additional payment shall be due as follows:
i. A second partial payment in the amount of Three Thousand Dollars
($3,000.00) plus reimbursement of expenses in an amount resulting in a
total reimbursement amount (with prior reimbursement) of no more than
Seven Hundred and Fifty Hundred Dollars ($750.00) shall be made to
Professional upon satisfactory hiring of the City’s selected candidate as
described in the Scope of Work, and upon the City's approval of the
Professional's actual reimbursable expenses, and
ii. Final payment of Three Thousand Dollars ($3,000.00) plus
reimbursement of expenses in an amount resulting in a total
reimbursement amount (with prior reimbursement) of no more than One
Thousand Dollars ($1,000.00) shall be made to Professional upon
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satisfactory establishment of the hire of the City’s selected candidate as
of three months after initial hire, as described in the Scope of Work, and
upon the City's approval of the Professional's actual reimbursable
expenses.
Upon final payment, all plans, reports, specifications, and other materials provided by the
Professional shall become the sole property of 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. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to 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. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit
A, Statement of Work 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
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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 subcontractor will be subject to inspection by the City to the same extent as the
work of the Professional.
10. Personal Services. It is understood that the City enters into the 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 the Agreement without the prior
written consent of the City.
11. Acceptance Not Waiver. The City's approval of plans, reports, specifications, and other
materials, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility for the Work, or it accuracy or completeness. 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.
12. 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.
13. 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
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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.
14. 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.
15. 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.
16. 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
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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
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
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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.
17. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "B" - Confidentiality,
consisting of one (1) pages, attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By: _________________________________
Gerry Paul
Director of Purchasing & Risk Management
DATE: ______________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Deputy City Attorney
TOUCHSTONE LEGAL RESOURCES LLC
By: __________________________________
Title: Managing Member
Date: _______________________________
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3/28/2014
3/28/2014
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EXHIBIT A
SCOPE OF WORK
Professional shall:
Work with City representative (“Client”) to fully understand the opportunity and what has
happened to date in terms of:
o where the job was posted and when (Colorado Water Congress, Colorado Bar
Assoc. etc.);
o who has already applied;
o how were the prior applicants told they would not be invited for an interview (if via
email obtain sample).
Make a detailed recruiting plan that includes the current research ensuring the appropriate
candidate pool is complete and does not include any of the round one participants, except
as specifically approved by the Client.
Discretely present opportunity to candidates.
Qualify candidates.
Conduct very light background screen** (candidates who don’t “pass” are rejected) for
candidates, as follows:
o Google and Bing searches to screen for job-related background, and information
regarding character and questionable behaviors (as noted below);
o Review Facebook and LinkedIn information to screen for job-related background,
and information regarding character and questionable behaviors (as noted below);
o Search the Colorado Supreme Court website to research an attorney’s disciplinary
history.
Assist candidate in preparing application materials:
o City of Fort Collins Application for Employment;
o Transmittal letter that includes details regarding motivation;
o Resume;
o Supplemental Questionnaire.
Obtain full contact information for three professional references, including at least one
current reference.
Presentation of at least four (but not more than six candidates without consent of the Client)
to Client via email that includes all 4 items above as well as Professional’s insights and
reasons the candidate is worthy of an interview no later than three weeks after confirmation
of process history and position description.
Debrief with Client regarding candidate pool.
Work with Client to schedule first interview for candidates with Client.
Prepare candidates for first interview.
Confirm first interview with candidates and Client. Debrief candidates.
Debrief with Client to verify outcome (In the event Client is not satisfied that at least four
qualified, desirable candidates are in the candidate pool, Professional will present additional
candidates for interview after completing all steps above for those candidates), .
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Contact candidates who didn’t make it to round two to convey same. (Professional will
continue to work with candidates in order to maintain their engagement in the process to
ensure a successful hire is made.)
Professional will be entitled to partial payment upon satisfactory completion of presentation
of a candidate pool determined by Client to be satisfactory in first interviews. Professional
will generate invoice for first payment upon completion of this stage of the process. [If Client
chooses to hire a Previous Finalist (from Client’s prior hiring process for the subject
position), then Professional shall be entitled to no further payment unless the hired
candidate is not successful and Professional is asked to provide further assistance in
screening and evaluation of additional candidates, as described below.]
If Client has not hired a Previous Finalist at this stage, Professional will complete the following
additional work:
Conduct professional reference checks.
Work with Client to schedule second interview for finalist candidate(s).
Prepare finalist candidate(s) for second interview (includes trial closing and substantive
resignation prep).
Confirm second interview with finalist candidate(s) and Client (includes trial closing).
Debrief finalist candidate(s).
Debrief with Client and assist with selection of top candidate.
Assist both parties with negotiating the closing.
Finalize offer and start date.
Present verbal offer of employment and secure candidate acceptance; convey same to
Client and understand timing of the formal offer being sent directly to the candidate.
Confirm candidate completion of drug screening process upon receipt of formal offer.
Assist candidate with resignation process.
Resignation debrief with candidate.
Stay in touch with candidate until start date; convey anything of importance to Client.
Hiring of Candidate: Confirm with Client that the candidate started as scheduled.
[Professional will be entitled to second payment upon completion of this step to the
satisfaction of Client.]
Establishment of Hire: Professional will stay in touch with Candidate and Client for three
months after start date to confirm satisfaction of both parties. [Professional will be entitled
to final payment upon completion of this step to the satisfaction of Client.]
Professional will work with Client until completion of final step (establishment of hire)
to ensure a successful hire is made (which may require initially reviewing candidates
previously considered, and, if necessary, identification of no fewer than two
additional qualified candidates for consideration by Client).
**Item to be handled by Client:
Complete background check
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Media Search Guidelines:
1. Basic job-related “red flags” to look for
• Corporate disparagement – deliberately and publicly bad mouthing a current or past
employer, co-worker or manager online;
• Violent tendencies – “talking” aggressively about weapons and violence (especially
against people), or even worse who displays images of him/herself in violent or
antagonistic acts (may indicate a safety risk to the City);
• Drug use – discussing or showing his/her use of illegal drugs;
• Poor judgment – expressing hatred, disgust or extremely harsh opinions in their posts.
(such ranting and raving could be an indication of a less than desirable temper and
judgment);
• Racist or anti-social behavior - publishing aggressive “hate” language or making racist
comments (this suggests intolerance in working with diverse groups of individuals);
• Inappropriate sexual behavior – displaying, discussing or taking part in non-consensual
sexual acts (e.g., child pornography) (should be taken very seriously and considered a
potential threat to the vulnerable individuals that the City serves);
• Dishonest behavior – discussing or bragging about cheating, stealing, or taking
advantage of someone or something (demonstrates questionable character traits);
• Law practice disparagement- deliberately and publicly bad mouthing a current or past
client, other attorneys, members of the judiciary or other public officials.
2. Positive attributes to look for
• Volunteerism - Verify whether the candidate takes an active role or is influential with any
charities or non-profit organizations;
• Professional activities - Determine the candidate’s involvement in professional
organizations and the extent of his/her professional network;
• Industry leadership - Identify the depth of the candidate’s leadership and influence in an
industry through his/her published works, blogs, tweets, followers, etc.;
• Accomplishments - Validate a candidate’s personal and professional accomplishments
such as education, jobs, awards and honors;
• Communication skills - Confirm whether the candidate displays good communication
skills in social media and any journal writing samples;
• Cultural fit - Determine if the candidate demonstrates traits and characteristics that will
help him/her to be a good professional culture fit within the City of Fort Collins
organization, in light of the City’s organizational Mission, Vision and Values:
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Vision -- To provide world-class municipal services through operational excellence
and a culture of innovation.
Mission -- Exceptional service for an exceptional community.
Values --
• Outstanding Services
• Innovation and Creativity
• Respect
• Integrity
• Initiative
• Collaboration and Teamwork
• Stewardship
3. Best practices for performing social media searches
• Clearly define the types of information to be screened for and the criteria for screening;
• Screen the same sites for everyone or define the set of sites used for each position;
• Get candidate consent prior to screening;
• Screen in a consistent manner;
• Do not provide protected data to the hiring decisionmaker;
• Perform searches in accordance with Fair Credit Reporting Act (FCRA);
• If candidate is not hired based in whole or in part on information found in social media
search, identify legitimate hiring requirements for why the candidate wasn’t hired and
notify as required under FCRA.
4. Things to avoid in a social media searches
• “Friending” a candidate;
• Looking at private data;
• Screening candidates from a varying set of web sites;
• Disqualifying a candidate based on an automatic keyword or phrase search.
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EXHIBIT B
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, or 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 confidential or 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.
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