Loading...
HomeMy WebLinkAbout549130 AFFION PUBLIC - CONTRACT - AGREEMENT MISC - 9160500Executive Search Services – Chief Human Resources Officer Page 1 of 10 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 and limited liability company hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. Contract Period. The services to be performed pursuant to this Agreement shall be initiated immediately following execution of this Agreement. Services shall be completed no later than April 30, 2016. 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: Kelly DiMartino 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. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 2 of 10 The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $1,000,000 combined single limits in accordance with Exhibit B consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of twenty-one thousand ($21,000) paid as follows: a. $7,000 to be invoiced upon execution of the agreement. b. $7,000 to be invoiced upon presentation of Final Candidates. c. $7,000 to be invoiced upon the City hiring of the selected candidate. The fee is all inclusive of all phases of the search. In the event the City does not select a candidate from the initial semi-finalist, Professional shall continue the search at no additional cost until a suitable candidate is selected by the City. Candidate travel to Fort Collins is not included in the fee. In the event 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 shall re- launch a search for a new candidate, under the original position specifications for no additional professional fee. In such case, reasonable expenses incurred by Professional for travel, hotel, and re-posting of job advertisements will be reimbursed by the City with prior written approval. 6. City Representative. The City will designate, Kelly DiMartino as 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 DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 3 of 10 written consent of the City. Scott Reilly will be dedicated to this executive search as the engagement lead and the City’s primary point of contact. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Services 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 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. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 4 of 10 15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 5 of 10 this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 6 of 10 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul, Director of Purchasing DATE: ______________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney AFFION PUBLIC, LLC By: __________________________________ Scott Reilly, President Date: _______________________________ DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 1/14/2016 1/19/2016 Executive Search Services – Chief Human Resources Officer Page 7 of 10 EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES The City of Fort Collins is seeking proposals from consulting firms who provide executive search services to aid in hiring a Chief Human Resources Officer. Fort Collins is a vibrant, community that operates under the Council/Manager form of government. The municipal organization serves approximately 151,000 citizens and has been recognized as one of the best places to live, vacation and do business. The selected firm will be expected to will work closely with the City throughout the search and selection process. Services required will include the following: 1. Work closely with the Deputy City Manager and designated City personnel to finalize a profile for the Chief Human Resources Officer position. Utilize input from constituents to customize profile and selection process. 2. Coordinate recruiting efforts for the position, including advertising and personal recruitment of candidates. 3. Review and screen applications. 4. Conduct preliminary interviews on selected candidates. 5. Work closely with designated City staff to develop a site visit agenda and interview schedule. 6. 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 Chief Human Resouces Officer. 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 will include conducting a stackholder meeting on site in Fort Collins. 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 executive. 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. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 8 of 10 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. 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. PROJECT TIMELINE Step Target Dates Execute Contract January 13, 2016 Weekly Progress Reports Ongoing Stakeholder Meetings January 25 & 26 Finalize Position Profile February 1, 2016 Post Position February 5, 2016 Resume Deadline March 4, 2016 Recruitment Activities Ongoing Review and finalize candidate selection to be presented/reference checks/background checks March 14 – 24, 2016 Binder Presentation of 6-8 candidates March 30, 2016 Face to Face Interviews Week of April 11, 2016 Successful candidate accepts offer of employment By April 30, 2016 DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 Executive Search Services – Chief Human Resources Officer Page 9 of 10 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 No new insurance required Executive Search Services – Chief Human Resources Officer Page 10 of 10 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 01/14/2016 Independent Brokers of America 1404 E Chocolate Avenue Hershey PA 17033 Affion Public LLC 2120 Market Street, Suite 100 Camp Hill, PA 17011 Travelers 25658 A A X I-680-7346P970-ACJ-10 03/10/2015 03/10/2016 1,000,000 100,000 15,000 1,000,000 2,000,000 2,000,000 A X X I-680-7346P970-ACJ-10 03/10/15 03/10/16 1,000,000 A N IFUB-7348P62-5-10 03/10/15 03/10/16 X 1,000,000 1,000,000 1,000,000 B Professional Liability 105697694 09/09/2015 09/09/2016 1,000,000 Ded 10,000 Certificate Holder is included as additional insured with respects to General Liability coverage and Auto Liability as required by written contract. City of Fort Collins PO BOX 580 Fort Collins, CO 80522 30 <MF> ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADD'L LTR INSRD DATE (MM/DD/YYYY) PRODUCER INSURED POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS TYPE OF INSURANCE DATE (MM/DD/YYYY) DATE (MM/DD/YYYY) GENERAL LIABILITY AUTOMOBILE LIABILITY GARAGE LIABILITY EXCESS / UMBRELLA LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS AUTHORIZED REPRESENTATIVE INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: ACORD 25 (2009/01) If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. DISCLAIMER IMPORTANT DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821 EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurence) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC JECT COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) $ NON-OWNED AUTOS PROPERTY DAMAGE $ (Per accident) AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ Y / N (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. THE POLICIES OF INSURANCE LISTED BELOWHAVE 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # COVERAGES CERTIFICATE HOLDER CANCELLATION ACORD 25 (2009/01) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 079A32E6-C7DD-4D9A-BD70-13AFAC259821