HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9190907Professional Services Agreement – Director of Planning, Development & Transportation Page 1 of 11
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and AFFION PUBLIC, LLC, hereinafter referred to as the "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of three (3) page(s), and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, the Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. The services to be performed pursuant to this Agreement shall be
initiated within five (5) days following execution of this Agreement by all parties. Services
shall be completed no later than August 1, 2019 unless otherwise mutually agreed by the
parties. Time is of the essence. Any extensions of the time limit set forth above must be
agreed upon in writing by the parties hereto.
3. Early Termination by City. Notwithstanding the time periods contained herein, the City may
terminate this Agreement at any time without cause by providing written notice of termination
to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid
and sent to the following addresses:
Professional: City: Copy to:
Affion Public LLC
Attn: Scott Reilly
2120 Market Street, Suite 100
Camp Hill, PA 17011
City of Fort Collins
Attn: Lori Wiggins
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment shall be
the Professional's sole right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to designs,
plans, reports, specifications, and drawings and shall, without additional compensation,
promptly remedy and correct any errors, omissions, or other deficiencies. The Professional
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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 furnished under this
Agreement. The Professional shall maintain insurance in accordance with Exhibit C,
consisting of one (1) page, attached hereto and incorporated herein.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay the Professional a fixed fee in the amount of Twenty-Six
Thousand Dollars ($26,000), in accordance with Exhibit B, consisting of one (1) page(s),
attached hereto and incorporated herein.
6. City Representative. The City will designate, prior to commencement of work, its project
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the City
Representative.
7. Independent Contractor. The services to be performed by Professional are those of an
independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder for
the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
8. Personal Services. It is understood that the City enters into this Agreement based on the
special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the City.
9. Subcontractors. Service Provider may not subcontract any of the Work set forth in 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.
10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications,
reports, and incidental work or materials furnished hereunder shall not in any way relieve
the Professional of responsibility for the quality or technical accuracy of the Work. The City's
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approval or acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the City under this Agreement.
11. Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. In the event either party should fail or refuse to perform according to the
terms of this agreement, such party may be declared in default.
12. 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.
13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
14. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., the Professional represents and agrees that:
a. As of the date of this Agreement:
1. The Professional does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. The 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. The 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.
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c. The 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 the Professional obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, the Professional
shall:
1. Notify such subcontractor and the City within three days that the 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 the Professional shall not terminate
the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed
or contracted with an illegal alien.
e. The 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 the 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, the Professional shall be liable for actual and
consequential damages to the City arising out of the 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 the Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
16. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1)
page, attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
_______________________
APPROVED AS TO FORM:
______________________
AFFION PUBLIC, LLC
By:
Scott Reilly, President
Date:
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5/13/2019
Assistant City Attorney ll
5/17/2019
City Clerk
Professional Services Agreement – Director of Planning, Development & Transportation Page 6 of 11
EXHIBIT A
SCOPE OF SERVICES
Professional will provide executive search services to aid in hiring a Director of Planning,
Development & Transportation. Fort Collins is a vibrant, community that operates under the
Council/Manager form of government. The municipal organization serves approximately 151,000
citizens and has been recognized as one of the best places to live, vacation and do business.
Professional will be expected to will work closely with the City throughout the search and selection
process.
Services required will include the following:
1. Work closely with designated City personnel to create a profile for the Director of Planning,
Development & Transportation position.
2. Coordinate recruiting efforts for the position, including advertising and personal recruitment of
candidates.
3. Review and screen applications.
4. Conduct preliminary interviews on selected candidates.
5. Work closely with designated City staff to develop a site visit agenda and interview schedule.
6. Perform reference checks and provide a list of approximately 10-15 candidates as soon as
practical.
7. Coordinate follow-up interviews and site visits.
8. Conduct background screening.
9. Negotiate employment offer.
Objectives and Approach
1. Establishing the Timeline – Professional will work closely with the City to meet the desired
start date for the new Director of Planning, Development & Transportation.
2. Input from Key Decision Makers – Professional will meet with all parties who will be
impacted by this executive to seek input, which will also help Professional understand the
City, the people and the working environment. This can include setting up public forums to
engage the community as assisting in the process.
3. Developing the Candidate Profile – Through extensive interviews Professional will gain a
complete understanding of the mission and goals of the City and begin to create the profile of
the Director of Planning, Development & Transportation.
4. Candidate Pool and Search Techniques – Professional will use its extensive internal
database, personal and professional connections, competitor intelligence, targeted recruiting,
industry specific sourcing and other recruiting tools to begin to identify the perfect candidate.
5. Screening Process – Professional will conduct interviews to qualify each candidate, whether
it is an internal candidate or an external one, prior to presentation to the City, and will
conduct an extensive background check on each potential candidate.
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6. Selecting Candidates for Client Review – Professional will present the key decision
makers with a portfolio of candidates for consideration and will discuss each candidate’s
skills and qualifications in detail.
7. Choosing the Finalists and the Interview – Once the City has reviewed the candidates and
has selected the finalists, interviews with the key decision makers or the selection committee
will begin.
8. Hiring – All candidates will have been pre-qualified on the salary range, benefits and
Professional will assist in all final employment matters.
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PROJECT TIMELINE
Timeframe Activity
Upon Selection • Negotiate and finalize contract
Day 1 • Facilitate a meeting to discuss timelines, recruitment process and
plan for completing the Position and Candidate Profiles
• Affion to meet with identified stakeholders to begin the due
diligence process
• Conduct Public Forums if needed
• Simultaneous industry research taking place
Day 10 • Affion presents draft of Profile
Day 15 • Finalize Profile
Day 16 • Search Firm conducts recruitment to include:
o Journals, personal contacts, Websites, etc.
o Place advertisements
o Review resumes
Conducted on a weekly basis • Progress Report—check for quality and diversity of applicants.
Determine need to target any specific group or area.
• Review and qualify all potential candidates
Day 46 • Affion concludes the recruitment campaign
Day 65 • Review and finalize candidate selection to be presented
• References for finalists are contacted
• Background checks completed
• Internet and media searches conducted on finalists
Day 75 • Binder Presentation of 6-8 candidates to the Selection Panel
• Affion will facilitate a review of the final candidates
Day 85 • Conduct first round of candidate interviews with the Search
Committee and key stakeholders
• Finalize decision on the candidate of choice and negotiate
employment agreement with the candidate
Day 90 • Successful Candidate accepts offer of employment
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Official Purchasing Document
Last updated 10/2017
Professional Services Agreement – Director of Planning, Development & Transportation Page 9 of 11
EXHIBIT B
COMPENSATION
Full Executive Search:
The fee outlined herein is all inclusive of all phases of the search including stakeholder
meetings, profile development, job postings, sourcing, recruitment, interviewing, reference
checking, background checks, media checks, and candidate offer negotiation.
Fee for Director of Planning, Development & Transportation (all inclusive): $26,000
The fee payment shall be divided over three installments with the first two payments of $8,667
and final payment of $8,666 each. These installments will be billed when the contract is signed,
upon presentation of the Final Candidates, and upon the hiring of the desired Candidate.
Candidate travel expenses for interviews with the City of Fort Collins will be reimbursed directly
to the candidate by the City.
Guarantee:
If the hired candidate is asked to leave for reasons of non-performance, or leaves of his/her own
volition in the first 24 months of employment, Professional will re-launch a search for a new
candidate, under the original position specifications. In such a case, Professional will do so for
no additional professional fee, though charging expenses that may incur to include all
Professional’s travel, hotel, and re-posting of job advertisements.
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Official Purchasing Document
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EXHIBIT C
INSURANCE REQUIREMENTS
1. 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 reduce coverage or limits and
will not be cancelled, except after thirty (30) 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:
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 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.
C. Professional Liability. The Professional shall maintain Professional Liability
insurance in the amount of $1,000,000.
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Official Purchasing Document
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or relate
to the City or its employees, customers or suppliers, which access is related to the performance
of services that the Professional has agreed to perform, the Professional hereby acknowledges
and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the City).
The Professional shall not disclose any such information to any person not having a legitimate
need-to-know for purposes authorized by the City. Further, the Professional shall not use such
information to obtain any economic or other benefit for itself, or any third party, except as
specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information described
hereinabove, including all copies, notes and/or summaries (handwritten or mechanically
produced) thereof, in its possession or control or as to which it otherwise has access.
The Professional understands and agrees that the City’s remedies at law for a breach of the
Professional’s obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
DocuSign Envelope ID: C5651D3A-F341-4F7F-B36D-3D30EA898A35
DocuSign Envelope ID: C5651D3A-F341-4F7F-B36D-3D30EA898A35
DocuSign Envelope ID: C5651D3A-F341-4F7F-B36D-3D30EA898A35
DocuSign Envelope ID: C5651D3A-F341-4F7F-B36D-3D30EA898A35