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HomeMy WebLinkAbout537431 TOUCHSTONE LEGAL RESOURCES LLC - CONTRACT - RFP - 8052 ATTORNEY SEARCH SERVICES - DEPUTY & ASSISTANT (2)DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 any project Work Orders for attorney search services, issued by the City. A blank sample of a Work Order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. The City reserves the right to independently bid any project or conduct an attorney search using other resources rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence February 24, 2015, and shall continue in full force and effect until February 29, 2016, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 1 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND TOUCHSTONE LEGAL RESOURCES LLC DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional Date: City of Fort Collins By: Project Manager Date: By: Gerry Paul Director of Purchasing and Risk Management (over $60,000.00) Date: RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 10 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C EXHIBIT B INSURANCE REQUIREMENTS The Professional 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 Professional 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 Professional, 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 Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional '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 Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 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 Professional 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 $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional 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. No new insurance needed I J RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 11 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C 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. RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 12 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND TOUCHSTONE LEGAL RESOURCES LLC DATED: February 24, 2015 Work Order Number: 001 Purchase Order Number: Project Title: Attorney Search — Assistant/Deputy City Attorney Commencement Date: February 23, 2015 Completion Date: May 1, 2015 Maximum Fixed Fee: $30,000 for two placements from same candidate pool Project Description: Attorney Recruiting Services Scope of Services: See attached. Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional DocuSigned by: By. (— �ted9e95t9 Bq 3/3/2015 City of Fort Collins DocuSigned by: B Carrie Daggett Y Projec g r Date: 3/3/2015 DocuSigned by: el ti, / f a By: Gerry au Director of Purchasing and Risk Management (over $60,000.00) 3/3/2015 Date: DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C ATTORNEY SEARCH SERVICES — ASSISTANT/DEPUTY CITY ATTORNEY SCOPE OF SERVICES The Professional shall collaborate closely with the City Attorney's office and other City staff involved in each hiring process. Services required will include the following: • Work closely with the City Attorney to finalize the position profiles for two Assistant/Deputy City Attorney positions. Utilize input from City Attorney and involved staff to customize profiles and selection process. • Coordinate and implement recruiting efforts for the positions, including advertising and personal recruitment of candidates. • Discretely present opportunity to qualified individuals who may become candidates. • Qualify candidates. • The Professional shall 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 Linkedln 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 candidates 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. • Present at least eight candidates to City via email including all the application materials listed above as well as Professional's insights and reasons the candidate is worthy of an interview. • Work with City to schedule first interview for candidates with City. • Prepare candidates for first interview. • Confirm first interview with candidates and City. • Debrief candidates. • Debrief with City. DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C • Contact candidates who didn't make it to round two to convey same. • Conduct professional reference checks. • Work with City to schedule second interview for finalist candidate(s). • Prepare finalist candidate(s) for second interview. • Confirm second interview with finalist candidate(s) and City. • Debrief finalist candidate(s). • Debrief with City and assist with selection of top candidate. • Assist both parties with negotiations. • Finalize offer and start date. • Present verbal offer of employment and secure candidate acceptance; convey same to City 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 City. • Confirm with City that the candidate started as scheduled. • Stay in touch with Candidate and City for approximately twelve months after start date. *`Item to be conducted by City/Human Resources : • Complete background check and drug screen pursuant to standard hiring procedures DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C fti=1►Ill rcVfI►V/=1a3611l1xelEll 'd=1141►14 Step Target Dates Stakeholder Meeting Week of March 2, 2015 Weekly Progress Reports On -Going Finalize Position Profile/Job Description March 9, 2015 Post Position March 11, 2015 —April 3, 2015 (3 weeks) Select Semi -Finalists (Identify 4 to 6 Top Qualified Applicants) April 10, 2015 Conduct Formal Interviews with Top Semi -Finalists April 15-17, 2015 Finalist Selected/Terms Negotiated Conditional Offer Made May 1, 2015 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C a�oRo® CERTIFICATE OF LIABILITY INSURANCE nnrElMMr'05 3/2/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE C£RTIRCATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is all ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, sublecI to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER ATRIUM INSURANCE GROUP INC NAME:"NICK MORRONE PHONE 6970 S Holly Cir Suite 104 N e (303) 337-4433 Arc Ner(303) 337-. Centennial, CO 80112 A; ATRIUM atriuminsurancegroup,com Nacx INSURED Touchstone Legal Resources --' INSURERA;THE HARTFORD 7807 Saxeborough Drive NsuRERa; Castle Rock, CO 80108 NBLIRER Q: A ER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE nFOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, SR .TR TYPE OF INSURANCE INSO yA,O POLICY NUMBER X COMMERGAL aeNERK LM,BIUTY MMrDDrW MM/DDIY1'YY LIMITS CLAJMS-MADE 7 OCCUR EACH OCCURRENCE $ 1.000 0 PREMISES Ea ocounaniel s 1 000, 0 A _ 34SBAPR1866 3/02/2015 3/02/2016 MEDEXP(Any one person) IT 5,0 1-vrvrn.>quvwJVNY AGGREGATE LIMIT APPLIES PER POLICY ❑ PRO- O JECT LOC GENERAL AGGREGATE $ 1, VUV, UU S 2 , 000,00 PROOUCTS_COMPrOP AGO S 2,000,00 $ OTHER: DMOBILE LIABILITY .. ANVAL7T0 (Es accident)r S ALL OWNED SCHEUlILEO AUTOS AUTOS FARED AUTOS NON -OWNED AUTOS I BODILY INJURY (Per person) S BODILY INJURY (Pat accident) $ IPer ncUd�¢nt� -- $ UMBRELLA LIAR OCCUR $ EACH OCCURRENCE is EXCESS LIAR ,CUR AND EMPLOYERS' LIABILITY ANY PROPRIETOR ARTNERIEXECUTNE OFFICERIMEMBER EXCLLNED1 imm,l cry In NN DESCRIPTION OF OPERATIONS, LOCATIONS i VEHICLES (ACORD 101, Adtlrttonai Rsdmrks Scho.dole, may be 911ached If mere space is CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED CITY OF FORT COLLINS PO BOX 580 FT COLLINS, CO 80522 FAX (970) 221-6707 E.L. DISEASE -.EA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL. BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. r m 1988-201 ACORD25(2014/01) The ACORD name and logo are registered marks of ACORD All rights reserved. DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C CERTIFICATE OF LIABILITY INSURANCE I DATE 02/271201YYYY /2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poitcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Doug Lampshire 7505 Village Square Dr. Suite 201 Castle Pines, CO 80108 INSURED Tracy Herman 7807 Saxebourgh Dr. Castle Pines, CO 80108 I t"u"c. AIA Ertl (3D3) 814-2292 F;,� N,,,. (303) 694-1134 Farmers COVERAGES CERTIFICATE NUMBER: REVISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY uAVF RPIPIu at=nl Icon DV DAtn P, Ame LTR TYPE OF INSURANCEINSWYO POLICY NUMBER �uOL OtYEYYF MIOibLI EXP LIMBS COMMERCIAL GENERAL LIABILITY: CLAIMS -MADE ❑ OCCUR I I EACH OCCURRENCE $ PR 1 E t IVIED EXP tAny one Parson) It — PERSONAL S ADV INJURY S AGGREGATE LIMIT APPLIES PER: POLICY ❑ •�7 LOC GENERAL AGGREGATE S OENL PRODUCTS - COMNOP AGO S OTHER: s AUTO MOBILE LIABILITY 16330-43-95 M I L S 500,000 BODILY INJURY (Pw petzan) —'_....._______� S A _ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIREDAUTOS NON -OWNED AUTOS X 2124/2015 8/24/2015 SOOILY INJURY (Per aaGdenp S P F---- S s I A X UMBRELLA LIAB EXCESS UAR I X OCCUR �M CLAIM9ADE X 60324-01-14 8/25/2014 8125/2015 EACH OCCURRENCE i 1,000,000 nGrREGATE i 1,000,000 DEO I I RETENTIONS WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y / N ANY PROPRIETCRPARTNER'EXECUTIVE OFFICEFUMEMSER EXCLUDED? �1 (Mandatory In NH) tlac It r crlbe DESCRIPTION urger OF OPERATIONS bobw 1 TATIITF I I WR'" S N; A I i E.L. EACH ACCIDENT I t E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT S I i I RAM"" DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City/Notice. 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 address: Professional: City: Copy to: Touchstone Legal Resources LLC City of Fort Collins City of Fort Collins Attn: Tracy Herman Attn: Carrie Daggett Attn: Purchasing Dept. 7807 Saxeborough Drive PO Box 580 PO Box 580 Castle Rock, CO 80108 Fort Collins, CO 80522 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. 6. Design, Project Insurance 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 attorney's fees arising directly or indirectly out of the Professional's negligent performance of any of the services RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 2 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C furnished under this Agreement. The Professional shall maintain commercial general and vehicle liability insurance in the amount of $1,000,000 combined single limits, in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, unless otherwise mutually agreed by the parties and stated in the applicable Work Order, the City agrees to pay Professional on a fixed fee basis including all expenses as follows: a. $20,000 per placement. b. In the event Service Provider conducts two (2) simultaneous executive searches, and the City hires both positions from the established candidate pool, the fixed fee for both placements shall be a total of $30,000. c. In the event the City provides the Service Provider with candidate leads one or more of whom the City ultimately hires, the fixed fee for such services shall be $10,000 if one such candidate is hired, and a total of $15,000 if two such candidates are hired from the same pool. d. In the event the City hires two positions from the established candidate pool, one of whom was a candidate lead the City provided to the Service Provider and one of whom was not, the fixed fee for such services shall be a total of $25,000. Unless otherwise agreed by the parties and stated in the Work Order, the City shall pay the Service provider net 30 days from receipt of invoice in accordance with the following milestones: a. $7,000 upon execution of the applicable Work Order; b. $7,000 (or $3,000 for an abbreviated search process) upon selection by the City of the final candidates to interview; RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 3 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C c. $6,000, or such remaining amounts as may be due, upon offer acceptance by the selected candidate(s). 8. Warranty. a. Professional warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. In the event a candidate voluntarily leaves or is discharged by the City due to unsatisfactory performance within 12 months from the date of such candidate's employment by the City, Professional shall initiate and execute a new search at no cost. In such event, the City shall reimburse Professional for reasonable and pre - approved out-of-pocket expenses. 9. 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. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 11. 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 RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 4 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Subcontractors. Professional may not subcontract any of the Work set forth on any Work Order without the prior written consent of the City. 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 subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 13. 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. 14. 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. RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 5 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C 15. 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. 16. 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. 17. 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. 18. 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. 19. 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 RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 6 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C 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 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. RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 7 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C 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. 20. 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. RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 8 of 12 DocuSign Envelope ID: 3133BF46-58C1-44D5-92D7-9CAFE16F3B5C ATTEST: EDocuSigned by: '< lykj� 90AD]5]fIFFF]4RC City Clerk APPROVED AS TO FORM: LDuSignetl by: rrie Daggett 4< Assistant City Attorney THE CITY OF FORT COLLINS, COLORADO DocuSignetl by: By. APDQA054CACR45R Gerry Paul Director of Purchasing & Risk Management Date: 3/3/2015 TOUCHSTONE LEGAL RESOURCES LLC DocuSignetl by: E�7"c7 ?fk.n.a By.AFRR4519 10 4RA Tracy Herman Owner Date: 3/3/2015 RFP 8052 Attorney Search Services — Deputy and Assistant City Attorneys Page 9 of 12