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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9185554Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 1 of 30 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 KORN FERRY HAY GROUP, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for content licensing and consultation services related to and in support of the City’s integrated talent management system. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit A, consisting of one (1) page and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. A general scope of services is attached hereto as Exhibit C, consisting of one (1) page, and incorporated herein by this reference. The only services authorized under this Agreement, unless otherwise specified herein, are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page and incorporated herein by this reference. 2. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 2 of 30 emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall upon execution by all parties and shall continue in full force and effect until October 31, 2019, 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 and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 6. Early Termination by City/Notices. 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 Service Provider. Such notice shall be mailed 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: Service Provider: City: Copy to: Korn Ferry Hay Group, Inc. Attn: Kye Samuelson 33 South Sixth St., Ste 4900 Minneapolis, MN 55402 City of Fort Collins Attn: Doreen Kemp 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 early termination by the City, the Service Provider shall be paid for services rendered to the termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for the license content packages, described in Exhibit D, consisting of ten (10) pages incorporated herein by this reference, a one-time fixed fee of One Hundred Sixty-Five DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 3 of 30 Thousand Dollars ($165,000). Content package use will be governed by the terms and conditions set forth in Exhibit D. b. For consultation services, the City agrees to pay and the Service Provider agrees to accept as full payment for all work satisfactorily completed and all materials furnished and for all costs and expenses incurred in performance of the work in accordance with the applicable Work Order. All costs shall be as set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit E, consisting of four (4) page(s), and incorporated herein by this reference. c. For 360 Assessment Services, the City agrees to pay and the Service provider agrees to accept as full payment for all work satisfactorily completed and materials furnished and for all costs and expensed incurred in the performance of the work in accordance with the applicable Work Order. All costs shall be as set forth in Exhibit F, consisting of five (5) page(s), and incorporated herein by this reference. Payment shall be made by the City only upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. 9. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. Subcontractors. Service Provider 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 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 Service Provider. 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 4 of 30 responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the city. 13. Acceptance Not Waiver. 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 under the Agreement or of any cause of action arising out of the performance of this Agreement. 14. Warranty. a. Service Provider 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. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 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 thereof. 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 representative, successors and assigns of said parties. 18. Personal Data. Service Provider will not disclose to City the raw data, including personal data, that Service Provider collects in providing the Services, and upon which the New DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 5 of 30 Materials (defined as copies of reports and analyses Service Provider will deliver to City pursuant to the Assessment Agreement attached hereto as Exhibit F) will be based (the “Raw Data”). Service Provider will use Raw Data to provide the Services as specified in this Agreement or as otherwise instructed and permitted by City. The Parties agree that the Services include archiving the Raw Data and using de-identified and aggregated Raw Data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, and enhance Service Provider’s products and services. Raw Data will be treated in accordance with Service Provider’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into this Agreement by reference. 19. Limitations of Liability. Neither party will be liable to any party for any indirect, special, exemplary, consequential, punitive or incidental damages of any type, including lost profits or business interruption relating to this Agreement. Service Provider’s maximum total liability for any claims relating to this Agreement is limited to the five (5) times the cumulative value of all purchase orders issued by the City under this Agreement. This section applies regardless of the legal theory asserted and even if the party knows that these damages might occur. 20. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all third party actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of: (i) Service Provider’s gross negligence, willful misconduct, or fraud; (ii) Service Provider’s breach of its representations and warranties; or (iii) intellectual property infringement. Service Provider has no obligation regarding any infringement claim based upon services or materials which are modified, combined, operated, or used with any product, data, apparatus, software, or program not provided by Service Provider or authorized by Service Provider in writing. If an infringement claim is made relating to the New Materials, Korn Ferry Materials, or Services (the “Infringing Content”), Service Provider will: (w) procure for the City the right to continue to use the Infringing Content; (x) replace the Infringing Content with non-infringing materials; (y) modify the Infringing Content to make it non-infringing; or (z) terminate this Agreement and refund all pre-paid amounts paid by the City for which the City has not received Services. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit Gs, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 6 of 30 certificate evidencing the insurance coverage required from an insurance company acceptable to the city. 21. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 22. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. 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. 23. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1) Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2) Service Provider 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. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1) Notify such subcontractor and the City within three days that Service Provider 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 Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 7 of 30 provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider 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 Service Provider 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, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 24. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in the following list and are attached hereto and incorporated herein by this reference. In the event that the content of any Exhibit conflicts with the terms set forth in the main body of this Agreement, the terms of the Agreement shall have precedence.  Exhibit D – Content Package License Agreement, ten (10) pages  Exhibit E – Consulting Services, four (4) pages  Exhibit F – 360 Assessment Services, five (5) pages  Exhibit H - Confidentiality, consisting of one (1) page. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 8 of 30 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: KORN FERRY HAY GROUP, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 11/7/2018 Sr. Director, Global Licensing Team Timia Flanigan Assistant City Attorney ll 11/7/2018 City Clerk Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 9 of 30 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND KORN FERRY HAY GROUP INC. WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: SS 2018 – Integrated Talent Management System Consulting Services MASTER AGREEMENT EFFECTIVE DATE: November 1, 2018 WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. SERVICE PROVIDER: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 10 of 30 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: Korn Ferry Hay Group, Inc. WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 SERVICE PROVIDER: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 11 of 30 EXHIBIT C GENERAL SCOPE OF SERVICES The City is engaging the Service Provider for a variety of support services to aid the City’s Human Resources Department in the on-going design and expansion of the City’s Total Rewards Strategy. Such services include, but are not limited to, the purchase of systemic content, licensing fees and consultation that will support the further development of the City’s integrated talent management system. Service Provider will assist the City with, but not limited to, the following: a) Write 420 unique job descriptions and begin to develop success profiles with Korn Ferry content for key positions; b) Consult on the City’s leadership framework that outlines expectations for leaders at all levels; c) Define competencies that drive the organization’s strategic plan and business outcomes; d) Use competencies to connect recruitment, development, performance management and succession planning in FC Career Connect; e) Cascade competencies to drive behaviors and actions across the organization; f) Drive behavioral expectations through leadership and employee development programs; g) Leveraging our technology (FC Connect) to drive processes for ease of use. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 1 of 30 EXHIBIT D LICENSED CONTENT PACKAGES – LICENSE AGREEMENT MASTER LICENSE AGREEMENT THIS AGREEMENT (“Agreement”) is made by and between Korn Ferry Hay Group, Inc. (“KFHG”), whose address is 33 South 6th Street, Suite 4900, Minneapolis, MN 55402, and the City of Fort Collins, a Muncicipal Corporation, (“Licensee”), whose address is 300 Laporte Ave., PO Box 580, Fort Collins, CO 80522_ as of the date this Agreement is executed by KFHG (“Effective Date”). This Agreement is made subject to the Services Agreement – Work Order Type between KFHG and the City of Fort Collins. In the event of any conflict between this Agreement and the Services Agreement, the Services Agreement will control. 1. Definitions. Whenever used in this Agreement, the terms set forth in this Section 1 will have the meanings set forth below. Other terms are defined throughout this Agreement as they first appear. 1.1. “Perpetual License Fee” shall mean the perpetual license fee identified in each License Order Form. The Perpetual License Fee shall be due upon execution of each License Order Form. 1.2. “Employee” shall mean Licensee’s employees and, subject to Section 3.1.5, Licensee’s independent contractors that may have access to the KFHG Material and/or Derivatives while performing services on behalf of Licensee and on Licensee’s premises; provided that such independent contractors have written agreements in place with Licensee that are at least as restrictive as the terms contained in this Agreement. 1.3. “KFHG Material” shall mean the content developed by KFHG and licensed to Licensee. The KFHG Material licensed to Licensee shall be identified in a License Order Form(s). 1.4. “License Order Form” shall mean the form identifying the KFHG Material and fees for the license granted to Licensee. Each License Order Form entered into by the parties and issued pursuant to this Agreement will be effective and become an integral part of this Agreement when signed by authorized representatives of both parties. Each License Order Form will be substantially in the form of Exhibit A, attached hereto and made a part hereof. 2. Grant of License. 2.1. Subject to the terms and conditions contained in this Agreement, KFHG grants to Licensee a non-exclusive, non-transferable license to (i) create printed and electronic materials derived from and/or incorporating the text of the KFHG Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) to load the Derivatives on, and access the Derivatives through, Licensee’s secure local-area network, wide-area network and/or intranet system; (iv) use and provide access to the Derivatives for the number of Employees listed on the applicable License Order Form; and (v) use the Derivatives for Licensee’s internal business purposes only. 3. Scope of Permitted Use. 3.1. General Restrictions on Use. 3.1.1. Licensee acknowledges that the KFHG Material contains the proprietary works of KFHG. Licensee agrees that it shall not knowingly or willfully take any action which would cause or permit the KFHG Material or any portion thereof to enter the public domain. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 2 of 30 Licensee will not allow the KFHG Material or the Derivatives to be disclosed, copied by, distributed, published, conveyed or otherwise transferred to any other person or entity outside of Licensee without the prior written approval of KFHG. Licensee agrees that it will obtain and maintain sole ownership of Licensee’s contributions to the Derivatives and that it will not license, assign or otherwise transfer those contributions to any third party without the prior written approval of KFHG. 3.1.2. Licensee agrees that it shall use the KFHG Material and the Derivatives for their intended purpose and shall not use the KFHG Material or the Derivatives for any purpose other than as specifically described in this Agreement. 3.1.3. Licensee shall be responsible for its Employees compliance with the terms of this Agreement. 3.1.4. In no event shall Licensee or its Employees use the KFHG Material or the Derivatives to give advice or consultation to third parties. 3.1.5. Licensee shall not engage independent contractors or other third parties to create or host the Derivatives or otherwise delegate any of the rights granted herein without the prior written approval of KFHG. 3.2. Intranet Restrictions. Licensee may load the Derivatives on Licensee’s secure password-protected intranet system; Licensee may permit access to the Derivatives through Licensee’s secure password-protected intranet system, including access through the Internet or other external remote access system, provided that such access is limited by password or other authentication features to Licensee’s Employees. The Derivatives shall not otherwise be loaded on or accessed through a service bureau or a network accessible through the Internet or any other external remote access system without the prior written consent of KFHG. 3.3. Derivative Works and Copies. 3.3.1. Absent an additional license authorizing such use, neither the KFHG Material nor the Derivatives shall be used in any multi-rater survey including but not limited to a 360- degree or other multi-rater feedback instrument; the only feedback use permitted hereunder is use of the Derivatives for annual performance appraisal involving the employee who is the subject of the appraisal and his/her supervisor(s). 3.3.2. The Derivatives may be created in the language(s) stated in the License Order Form only; any use of or translation of the KFHG Material to another language(s) will require a separate license and fee. 3.3.3. Licensee shall have the right to make as many copies of the Derivatives and to transmit over Licensee’s intranet system as many copies of the Derivatives as Licensee deems reasonably necessary for its use as described in and limited by this Agreement, provided that any copy made or transmitted must include the same copyright and other proprietary notices as specified in Section 9 (Proprietary Markings) herein. Under this Agreement, Licensee is authorized to make copies of the KFHG Material only to the extent necessary to create the Derivatives; Licensee is not authorized to make copies of the KFHG Material in any form for any other purpose. 3.3.4. Licensee may create and store a backup copy of the Derivatives in computer readable electronic form, provided that any copy made for backup purposes must include the same copyright and other proprietary notices as specified herein. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 3 of 30 3.4. KFHG’s Right to Review. KFHG shall have the right to review the Derivatives created by Licensee in order to verify compliance with this Agreement, including but not limited to, compliance with Section 9 (Proprietary Markings). In the event that KFHG exercises its right to review the Derivatives, KFHG shall have ten (10) business days from receipt of the Derivatives to review the Derivatives and require changes to the Derivatives. If KFHG does not respond within such ten (10) day period, KFHG shall be deemed to have consented to the Derivative as delivered by Licensee. 3.5. Reservation of Rights. All rights not expressly granted or reserved to Licensee hereunder are reserved to KFHG. 4. Intellectual Property Ownership. All right, title and interest in and to the KFHG Material, including, but not limited to, copyrights and trademarks therein, are the exclusive property of KFHG and/or its licensors. All right, title and interest in and to the contributions of Licensee to the Derivatives, including, without limitation, all copyrights and trademarks, shall be the exclusive property of Licensee. The parties do not intend to create a joint work, as that term is defined under the Copyright Act, 17 USC § 101. Each party’s contributions to the Derivatives are owned separately by them and neither shall have any interest in or to the other’s works except as described in this Agreement. 5. Term. The term is subject to the payment of the Perpetual License Fees outlined in the License Order Form and shall continue for the life of the copyright of the KFHG Material unless terminated as outlined in Section 11. 6. Territory. The territory for the license granted hereunder is the countries which have adopted and continue to adhere to the Universal Copyright Convention, the Berne Convention and revisions thereto. 7. Fees. 7.1. Perpetual License Fee. In consideration of the rights granted to Licensee hereunder, Licensee shall pay to KFHG the Perpetual License Fee identified in each License Order Form. Licensee agrees to pay all fees on KFHG’s invoice to Licensee as provided in the parties’ Services Agreement. For any fees not paid as required by the Services Agreement, KFHG reserves the right to charge interest on the outstanding balance at the rate of 1.5% per month or the maximum rate allowed by law calculated from the first day for which such fee was due until payment in full is received. 8. Proprietary Markings. 8.1. Copyright Notice. Licensee shall include the following copyright and proprietary notice on all Derivatives and copies of the KFHG Material: Copyright  1992-____Korn Ferry Hay Group, Inc. ALL RIGHTS RESERVED. Without the prior written permission of Korn Ferry Hay Group, Inc., no part of this work may be used, reproduced or transmitted in any form or by any means, by or to any party outside of the City of Fort Collins. The year the applicable Derivative is created shall be included in the copyright notice above. For example, if the Derivative is created in 2009, the year of publication in the copyright notice shall read Copyright © 1992 – 2009. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 4 of 30 8.2. Licensee Copyright Notice. Licensee may also affix its own copyright notice to the Derivatives and all copies thereof naming Licensee as the copyright holder of its contributions to the Derivatives. 9. Termination. 9.1. KFHG’s Right to Terminate. KFHG shall have the right to terminate this Agreement or any License Order Form for any material breach of this Agreement not cured within thirty (30) days after written notice from KFHG. 9.2. Licensee’s Right to Terminate. Licensee shall have the right to terminate this Agreement or any License Order Form for any reason at any time effective thirty (30) days after written notice to KFHG. Such notice must be sent in accordance with Section 14.3 (Notices) of this Agreement and must be accompanied by written verification, executed by a corporate officer, that all KFHG Material and Derivatives are (i) no longer being used by Licensee and (ii) have been destroyed in accordance with this Agreement. Licensee is responsible for all fees due until the effective date of termination. 9.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason, or the License Order Form as applicable, all licenses granted shall terminate and Licensee shall promptly cease use of the KFHG Material and the Derivatives and shall destroy all existing copies of the KFHG Material and the Derivatives. Licensee may retain one copy of the Derivatives for archival purposes only and, for the purposes of maintaining employee history, Licensee may retain those Derivatives that are a part of Licensee’s personnel files. No other use of the KFHG Material or Derivatives after termination of this Agreement or applicable License Order Form is permitted. 10. Representations and Warranties. 10.1. General. Each party represents and warrants that (a) it has the right and is free to enter into this Agreement, to grant the rights herein granted and to fully perform its obligations hereunder and (b) it has not and will not enter into any agreement that will conflict with this Agreement. 10.2. By Licensee. The KFHG Material is designed to be used by individuals and businesses to enhance the performance and development of personnel. Licensee acknowledges that personnel decisions, including the selection, employment, and promotion of personnel, must be based on a number of factors, including the merits of the individual in question taking into consideration many aspects of the work place environment and the individual, and Licensee represents and warrants that such decisions will not be made in reliance on the KFHG Material. 10.3. Disclaimer. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. 11. Indemnification. 11.1. Intellectual Property Infringement Indemnity. KFHG will defend and indemnify Licensee and hold Licensee harmless against costs, expenses and liability upon any claim by any third party that the KFHG Material or any part thereof infringes or violates any copyright, trademark or trade secrets rights of such third party, provided that: (a) Licensee notifies KFHG promptly in writing of any notice of such claim; (b) Licensee cooperates with KFHG in all reasonable respects in connection with the investigation and defense of any such claim; (c) KFHG DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 5 of 30 shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and (d) should the KFHG Material become, or in KFHG’s opinion be likely to become, the subject of a claim of copyright or trademark infringement or trade secret misappropriation, Licensee shall permit KFHG, at KFHG’s option and expense, either to: (i) procure for Licensee the right to continue using the KFHG Material; (ii) replace or modify the same so that it becomes non-infringing; or (iii) terminate this License Agreement and refund to Licensee the unamortized portion of the license fee paid therefor. Notwithstanding anything herein to the contrary, however, KFHG shall have no obligation or liability to Licensee under any provision of this paragraph if any copyright, trademark or trade secrets infringement claim is based upon use of the KFHG Material in a manner that exceeds the scope of use permitted under this License Agreement or upon any portion of the KFHG Material which has been modified by or for Licensee in such a way as to cause it to become infringing. 12. Limitation of Liability. In no event will either party be liable for any lost profits, business interruption, loss of information, or any other indirect, consequential or incidental damages arising out of the use or inability to use the Derivatives or the KFHG Material, or for any claim by any other party for such damages. 13. General. 13.1. Compliance. Each party agrees to comply with all applicable federal, state and local laws and regulations. 13.2. Relationship of the Parties. The relationship of the parties under this Agreement is and at all times shall remain that of independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, employment or agency relationship between Licensee and KFHG. Neither party will have the right or the authority to assume, create or incur any liability or obligation against or in the name of or on behalf of the other. This Agreement will not be deemed to make either party a surety for or guarantor of the other’s obligations and/or liabilities. 13.3. Notices. All notices and other communications required or permitted under this Agreement will be in writing and delivered to the address set forth below by (i) personal delivery, (ii) overnight courier service or (iii) registered or certified mail. All notices shall be deemed delivered upon receipt. If to KFHG: If to Licensee: Korn Ferry Hay Group, Inc. 33 South 6th Street, Suite 4900 Minneapolis, MN 55402 Attn: Legal Counsel- Licensing Department City of Fort Collins PO Box 580 Fort Collins, CO 80522 Attn: Purchasing Department 13.4. Assignment. Licensee shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of KFHG, which consent shall not be unreasonably withheld. 13.5. Governing Law. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of Colorado, without regard to its conflict of laws provisions. Any action arising out of or relating to this Agreement, its performance, enforcement or breach will have jurisdiction and venue in a state or federal court DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 6 of 30 situated within the State of Colorado. The parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes. 13.6. Construction. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect. 13.7. Non-Waiver and Cumulation of Remedies. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity will not constitute a waiver of such provision, right, or remedy, or affect the validity of this Agreement. The waiver of any default by either party will not be deemed a continuing waiver. Except as expressly provided herein, all remedies available to either party for breach of this Agreement or at law or in equity are cumulative and may be exercised concurrently or separately. 13.8. Binding Agreement. This Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. 13.9. Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior understandings and agreements between the parties regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both parties. 13.10. Survival of Terms. Those provisions of this Agreement that, by their sense and context, are intended by the parties to survive the completion of performance and the termination of this Agreement shall so survive. 13.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 14. Each party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization, and has full power and authority to perform all of its obligations under this Agreement; (ii) the person executing this Agreement on its behalf is duly authorized and empowered to bind the party to this Agreement; and (iii) it will comply with all applicable laws in connection with this Agreement. Without limiting the generality of (iii), Licensee will comply with all applicable laws, rules, regulations, and administrative requirements with respect to its activities pursuant to this Agreement, including the use, transfer, or provision of access to the Services and work product. The foregoing expressly includes all applicable anti- bribery and corrupt practices laws, including the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act, and any additional anti-bribery, corruption, commercial bribery, money laundering, or terrorist financing laws applicable to Licensee. Licensee further represents and warrants that: (iv) it has provided the required notices and obtained all necessary rights and consents in order to provide an individual’s personal information, including sensitive information, to KFHG for the purposes stated in this Agreement; and (v) the transfer to and use by KFHG of such information does not violate any applicable laws or rights of any third party. 15. U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons (“SDN”) List DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 7 of 30 15.1. Licensee represents and warrants that Licensee and its Affiliates: (a) are not owned or controlled by any individual or entity subject to any sanctions administered or enforced by the United States, including the SDN List and Sectoral Sanctions Identifications List, the United Nations Security Council, the European Union and the relevant sanctions authorities of each of its member states, including the United Kingdom’s HM Treasury, or other relevant sanctions authority; and (b) are not located, organized, or resident in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea Region of Ukraine, or owned or controlled by any individual, entity or government in those countries, and (c) will not use the Services or work product in connection with any business activities in those countries or regions. Any breach of this representation is a material breach of this Agreement and is grounds for immediate termination. 15.2. The Services and work product are subject to U.S. sanctions laws and may not be provided to any party listed on the SDN List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or in countries or regions subject to U.S. comprehensive sanctions programs (currently Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of Ukraine). Licensee will not use, transfer, or provide access to the Services or work product, including tools and intellectual property (a) to any SDN or (b) in (or for the benefit of individuals or entities from) U.S. sanctioned countries or regions. Any breach of this section is a material breach of this Agreement and is grounds for immediate termination. IN WITNESS WHEREOF, the parties to this Agreement, each acting under due and proper authority, have executed this Agreement as of the dates set forth below. LICENSEE KFHG By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Timia Flanigan Sr. Director, Global Licensing Team 11/7/2018 Gerry Paul Purchasing Director 11/7/2018 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 8 of 30 Attachment A LICENSE ORDER FORM No. ____ KFHG Material: Product Name Description Company Size Perpetual License Fee Version Language Format Invoices: Invoices will be sent to the following address: Please notify KFHG within thirty (30) days if the address or contact for invoices changes. Company Address Address Attn (Name, Title): Email, Phone: P.O. Required? Yes No (if yes, please provide contact information if different from above) DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 9 of 30 LICENSE ORDER FORM No. 1 KFHG Material: Product Name Korn Ferry Leadership Architect™ Competency Behaviors and BARS and Stages Development and Korn Ferry FYI® for your improvement License Description Korn Ferry Leadership Architect™ Competency Behaviors and BARS and Stages Development Content includes: Factor/Cluster titles only; Factor/Cluster Mapping; 38 Competency Titles and definitions; 4 Stages of Contribution; Behaviors; BARS (Behavioral Anchored Rating Scale); Tips per Stage; Causes; Job Assignments; Brain Booster for select Competencies; Learning Resources. Korn Ferry FYI® for your improvement includes: 38 Korn Ferry Leadership Architect™ competencies, chapters on 10 career stallers and stoppers, competency definitions, (CARS) – skilled, less skilled, talented and overused skill content, possible causes of lower skill, tips to develop each competency, job assignments, suggested readings, deep dive learning links and recommended search terms. Company Size 2700 employee Perpetual License Fee US$165,000 Version 2014 Language English Format Microsoft Word & Excel Fees indicated above do not include taxes. KFHG will collect and remit applicable tax as required. Invoices: Invoices will be sent to the following address: Please notify KFHG within thirty (30) days if the address or contact for invoices changes. Company City of Fort Collins Address PO Box 2047 Address ____________ Attn (Name, Title): Accountin Department Email, Phone: invoices@fcgov.com P.O. Required? Yes No (if yes, please provide contact information if different from above) DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 10 of 30 EXHIBIT E CONSULTATION SERVICES Individual consulting assignments will be requested and agreed to utilizing the City’s standard Work Order (Exhibit A). Each Work Order form must include a start and completion date, total cost and a general summary of work. Subsequent supporting documentation pages may include a project schedule, deliverables, hours, cost detail supporting total cost, and personnel details. Fees outlined in the work order will conform with those submitted in the service proposal and subsequently included in the contract. No Work Order over $5,000 will be considered valid until signed, at a minimum, by the Service Provider, project manager and Purchasing Department representative. Depending on the cost and nature of the work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Work Order must be agreed upon in writing utilizing the City’s Change Order (Exhibit B) and will not be considered valid until signed, at a minimum, by the Service Provider, project manager and Purchasing Department representative. The services and corresponding costs are indicative of common assignments likely to occur during the term of the Agreement. While all reasonable effort has been made to ensure that the list is comprehensive and thorough, it is not intended to unreasonable limit the ability of the City and the Service Provider to negotiate additional services not listed herein, provided such additional services are agreed to by both parties in writing, fall within the service parameters of the Agreement, and honor the spirit of the pricing terms described within this Exhibit. The following table includes some of Service Provider’s services to potentially be utilized by City of Fort Collins: DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 11 of 30 Solution Description Cost Ranges Talent Management Advisory Services General Talent Management Advisory Services Facilitated discovery/decision processes to:  Diagnose and document talent management needs  Advise on best practices for various talent management applications  Surface and document key considerations and planning steps for execution  Assist in scoping roles and responsibilities for projects, change management and integration  Get educated on best practices for utilizing Korn Ferry IP in various applications (i.e., competency strategy and processes for data collection and modeling, interviewing, performance, development or assessment) $10,000-$12,000 per day of facilitated support Foundational Certifications and Training Certifications in Korn Ferry Tools and Assessments Certification & Training Objectives:  Learn the research behind Korn Ferry’s intellectual property  Get educated on best practices for utilizing Korn Ferry IP in various applications (i.e., competency modeling, interviewing, performance or assessment)  Options to become certified to use Korn Ferry IP, tools and assessments Public certification options ranging from $2,000-$4,000, and private / on-site certifications ranging from $10,000-$20,000 contingent on solution, participants and days of duration Feedback and Coaching Korn Ferry-facilitated feedback and coaching sessions Option to receive the following:  Korn Ferry to deliver coaching and feedback sessions utilizing our proprietary assessment tools  Feedback typically delivered by phone Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 12 of 30 FORT COLLINS EXPENSE GUIDELINES Lodging, Per Diem Meals and Incidentals and Other expenses: Lodging:  Hotels will be reimbursed at $109/day provided the government rate is available. If the government rate is not available, the best available rate shall be used and a printout of the available rates at the time of the reservation provided as documentation.  Hotel taxes do not count to the $109 limit, i.e. the rate is $109 plus applicable taxes.  Receipts are to be provided.  Actual expense will apply Meals and Incidentals: In lieu of requiring expense receipts, Fort Collins will use Federal GSA per diem guidelines.  Daily rate: $59  Travel Days rate: 75% of $59 = $44.25 Vehicle Expenses:  All costs related to rental vehicles (gas, parking, etc.) must be documented if they are to be reimbursed. The standard for vehicle size is mid-size to lower.  If a private vehicle is used, mileage will be reimbursed using the mileage rate set by the IRS. The standard for determining total mileage is the most direct route from the firm’s primary place of business to the City.  Mileage for 2 wheel drive vehicles will be at the current rate found at www.gsa.gov. The rate for 2018 is $0.545.  Mileage for 4 wheel drive vehicles will be $0.78 when required by the City of Fort Collins. Extra Ordinary Cost  Prior authorization required. Expenses Not Allowed  Liquor, movies, or entertainment (including in-room movies);  Sporting events;  Laundry, dry-cleaning or shoe repair;  Personal phone calls, including connection and long-distance fees;  Computer connections (unless required for City business);  Other personal expenses not directly related to City business;  Convenience charges;  Rescheduling Airline Charges not related to City requirements.  Excessive meal tip amounts generally over 20%;  Delivery fees shall not exceed 10% of the total bill, if not already included;  Hotel Cleaning Tips;  Extra Baggage for one day trips;  Air Travel (when local);  Items that are supplied by the City. Time Frame for Reporting  Per contract (every 30 days). DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Official Purchasing Document Last updated 10/2017 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 13 of 30 Reference: The Federal GSA guidelines for Fort Collins are $109/day for hotel and $59 for meals and incidentals (M&IE). (Incidentals are defined as 1) fees and tips given to porters, baggage carriers, bellhops, hotel maids, stewards or stewardesses, and 2) transportation between places of lodging or business and places where meals are taken). Hotel taxes (i.e. lodging taxes) are not covered by per diem and are expensed as a separate line item. The M&IE is further broken down by:  Breakfast: $13  Lunch: $15  Dinner: $26  Incidentals: $5 Federal guidelines further provide for the use of 75% of the M&IE rate for travel days, i.e. $44.25 for Fort Collins. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 14 of 30 EXHIBIT F 360 ASSESSMENT DESCRIPTION & PRICING Korn Ferry Assessment Solution Terms 1. These Terms are subject to the Services Agreement – Work Order Type between KFHG and the City of Fort Collins. In the event of any conflict between the Terms and the Services Agreement, the Services Agreement will control. 2. Definitions. a. “Korn Ferry Assessment Solution” means the specific offerings provided by KFHG as selected by Client and described within this Exhibit. b. “Report(s)” means the compiled final document KFHG creates for each completed Survey Event based upon the feedback provided by and relating to Client and Survey Participants. c. “Services” means: (i) account set-up; (ii) creating Survey Events; (iii) selecting and adding competencies, capabilities or items, as defined by Client; (iv) entering Survey Participants into the online survey system and establishing their relationship, as provided by Client; (v) selecting and determining e-mail invitation and reminder notification content; (vi) supplying Survey Event status to Client as requested; and (vii) compiling standard Reports and sending them to the applicable individual. Services do not include developing a communication strategy, providing consulting services related to the implementation of Survey Events, or any other service not listed in this Section 1. d. “Survey Event” means the simultaneous submission of one or more individual(s), team(s) or entity(ies) designated to give or receive feedback through one of the Korn Ferry Assessment Solutions. e. “Survey Participant(s)” means any individual, team or entity identified by Client on an executed Assessment Order Form or entered into the survey system to provide or receive feedback on oneself through any of the Korn Ferry Assessment Solutions. 3. KFHG’s Obligations. KFHG will perform the Services related to the Survey Events that Client purchases as described herein. 4. Passwords. If applicable, KFHG will provide Client a unique password(s) to access the Korn Ferry Assessment Solutions. Client is responsible for all activities that occur through the use of password(s) issued to Client, including unauthorized use, and must promptly notify KFHG of any unauthorized use of the password or site of which it becomes aware. 5. Scope of Permitted Use; Limited Disclosure. The Korn Ferry Assessment Solutions and the Reports are not intended as a substitute for professional judgment. Client must not use the Reports as the sole source for any decision relating to Client’s employees or candidates, including reprimand, compensation, employment status or work opportunities. Client may use the Reports only for their intended purposes and will adhere to best practices and procedures as indicated by KFHG. Client must use the Reports in the form provided only. Client may not create any derivative works of the Reports. KFHG will only disclose Reports to a certified coach, certified facilitator or the individual subject of the Report in accordance with KFHG’s best practices procedures unless otherwise agreed to in writing by both parties. 6. Intellectual Property. The Korn Ferry Assessment Solutions, Services and Reports require the use of KFHG’s materials and methodologies that are considered proprietary, copyright, patent, and trade secret materials (“KFHG-Owned Materials”). KFHG-Owned Materials include, but are not limited to methodologies, pre-existing programs, instruments, proprietary information, copyrights, DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 15 of 30 algorithms, compilations, computer software programs, report forms, scoring guides, scoring algorithms, scoring instructions, scoring software and norms. KFHG may customize, modify, translate, or expand KFHG-Owned Materials to apply to the Client’s unique requirements (collectively, a “Customization”). Any Customization will be KFHG-Owned Materials. KFHG- Owned Materials are at all times KFHG’s intellectual property. This Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose or otherwise use KFHG-Owned Materials except as contemplated under this Agreement. 7. Restrictions. Client will not copy, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer KFHG-Owned Materials, nor will Client permit any other person to do so. Client will make reasonable efforts to prevent any unauthorized copying, modification, creation of derivative works, publishing, disclosing or otherwise using of KFHG-Owned Materials. Client will advise its employees who are permitted access to the KFHG-Owned Materials of the restrictions contained in this Agreement. Client will be liable for all violations of these restrictions by its employees, subcontractors, or agents. Client will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the KFHG-Owned Materials or any copy thereof. Client may not use the KFHG-Owned Materials for any other purpose, including without limitation, to provide data processing or consulting services for any third party. 8. Representations; Warranties. KFHG represents and warrants that it will perform the Services in a competent and professional manner and in accordance with generally acceptable industry standards. Client represents and warrants that it will use the Reports only for lawful purposes and in accordance with this Agreement. Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization, and has full power and authority to perform all of its obligations under this Agreement; (b) the person executing this Agreement on its behalf is duly authorized and empowered to bind the party to this Agreement; and (c) it will comply with all applicable laws in connection with this Agreement. Client’s sole remedy for KFHG’s breach of the limited warranty set forth in this section will be to re-perform the Services. KFHG HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, including, but not limited to, warranties of merchantability and fitness for a particular purpose. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 16 of 30 Prepayment Order Form (the “Prepayment Order Form”) KFHG CLIENT Korn Ferry Hay Group, Inc. (“KFHG”) The City of Fort Collins (“Client”) Mailing Address: 33 South Sixth Street, Suite 4900, Minneapolis, MN 55402 Mailing Address (No P.O. Box Numbers): PO Box 580 Attn: Product Operations and Delivery Attn: Purchasing Department E-mail Address: GSCContracts@kornferry.com E-mail Address: purchasing@fcgov.com Telephone Number: 612-337-8276 Telephone Number: (970) 221-6775 ACCOUNTS PAYABLE CONTACT (IF APPLICABLE) Attn: Accounts Payable Mailing Address (No P.O. Box Numbers): PO Box 2047 E-mail Address: invoices@fcgov.com Telephone Number: 970-221-6770 U.S. Tax Exempt (requires exemption certificate): ☐ Yes ☒No KORN FERRY ASSESSMENT SOLUTIONS & REPORT COPIES Korn Ferry 360 (“KF360”) 1. Prepayment Period. The Prepayment Order Form is effective on the date the last party signs a Work Order issued pursuant to the Services Agreement. The term described in either of the preceding sentences is the “Prepayment Period”. The Prepayment Period cannot exceed twelve (12) months. 2. Prepayment Confirmation Number. KFHG will provide Client with a Prepayment Confirmation Number that must be included in the billing section of the Assessment Order Form. Orders placed without the Prepayment Confirmation Number will be invoiced to Client and are non-refundable. 3. Expiration: Client must use prepaid Survey Participants by the end of the Prepayment Period. Client will forfeit, and will not receive a refund or credit for, any unused Survey Participants remaining at the end of the Prepayment Period. Survey Participants may be utilized by Client only; they may not be transferred to any affiliates or any third parties. 4. Transfers: Once launched, surveys may not be transferred to another individual. All fees are non- refundable. 5. Invoicing: Upon execution of this Order Form, KFHG will invoice Client for the applicable fees as outlined in Section 6. DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 17 of 30 6. Korn Ferry Assessment Solutions. KFHG will provide the Korn Ferry Assessment Solutions at the volumes and prices indicated in this Section. a. Korn Ferry 360 Korn Ferry 360 Per-Assessment Cost Options KF360 Full-Service Administration Self-Service Administration 1 to 24 $500 $340 25 to 99 $400 $270 100 to 499 $320 $220 500 to 999 $240 $160 DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 18 of 30 sEXHIBIT G 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. Service Provider will use commercially reasonable efforts to provide the City with 30-day notice of cancellation or non-renewal, but only where the cancelled or non-renewed policies are not replaced with equivalent or greater policies. The City, shall be named as additional insureds on the Service Provider 's general 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 $1,000,000 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: 82811C07-8EB5-400E-8F77-62846C98EE35 Service Agreement – Work Order Type SS 2018 – Korn Ferry Integrated Talent Management System Support Page 19 of 30 EXHIBIT H CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider 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 Service Provider has agreed to perform, the Service Provider 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 Service Provider 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 Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider 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 Service Provider 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 Service Provider 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 Service Provider ceases to perform services for the City, upon written request from the City, the Service Provider shall destroy their 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 Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’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: 82811C07-8EB5-400E-8F77-62846C98EE35 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 03/01/2019 35894292 Eric Chua X WC025893704 (ME) 10,000,000 LOS-002409995-03 1,000,000 WC025893703 (CA) X X 19445 Los Angeles, CA 90067 of Marsh Risk & Insurance Services Los Angeles, CA 90071 N X Hired Comp/Coll Ded: 03/01/2018 73556722 04/01/2019 B 2,000,000 1,000,000 X National Union Fire Ins. Co. of Pittsburgh, PA 1,000,000 1,000 10/30/2018 04/01/2018 03/01/2018 City of Fort Collins is included as additional insured (except workers’ compensation) where required by written contract. X 03/01/2018 Combined Total Agg 300 LaPorte Ave., PO Box 580, Fort Collins, CO 80524 City of Fort Collins, a Muncipal A B CN103004981-STND-GAUW-18-19 10,000 03/01/2019 1,000,000 B 2,000,000 20281 1,000,000 1,000,000 WC025893702 (AOS) CA License #0437153 Marsh Risk & Insurance Services 633 W. Fifth Street, Suite 1200 Attn: LosAngeles.CertRequest@Marsh.com / F:212-948-0535 X Korn/Ferry International Korn Ferry Hay Group, Inc. Suite 2600 1900 Avenue of the Stars 04/01/2018 Corporation A 04/01/2019 03/01/2019 Federal Insurance Company DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35 ~$1,200-$1,900 per individual assessed, contingent on level of talent being assessed and coached DocuSign Envelope ID: 82811C07-8EB5-400E-8F77-62846C98EE35