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HomeMy WebLinkAbout2022-214PROFESSIONAL SERVICES CONTRACT THIS CONTRACT ("Contract") is made this day of November, 2022 by and between INDIAN RIVER COUNTY, FLORIDA, hereinafter called "COUNTY", and COLIN BAENZIGER & ASSOCIATES, doing business as a CONTRACTOR, hereinafter called "CONTRACTOR" OR `CB&A". WITNESSETH: For and in consideration of the payments and agreements mentioned hereinafter: 1. Work: The Contractor will provide EXECUTIVE SEARCH SERVICES FOR THE SELECTION OF INDIAN RIVER COUNTY'S COUNTY ADMINISTRATOR in accordance with the Contract Documents. Time is of the Essence: The Contractor will furnish all of the material, supplies, tools, equipment, labor and other services necessary for the completion of the services described in the Contract Documents. Time is of the essence in the performance of this Contract. 3. Commencement of Work: The Contractor will commence work as required by the Contract Documents, as defined below, upon full execution of this Contract and will complete the same within 90 days in accordance with the project schedule set forth in Contractor's proposal attached hereto and incorporated herein as Exhibit A ("Contractor's Proposal"), unless an extension is granted by County. 4. Scone of Services: The services to be performed are set forth in Contractor's Proposal and include but are not limited to the following: a. Conduct a needs assessment. b. Assist the County to develop a job description, strategy and process for carrying out the recruitment of a County Administrator, including outreach to encourage applicants from diverse backgrounds to apply. C. Identify potential contacts and conduct personal outreach recruiting to include posting the position through national channels. Assist the County in preparing and placing advertisements for the position in appropriate publications d. Review resumes for background and qualifications followed by telephone and/or video interviews to clarify each applicant's experience and to prepare a written summary of candidates with the most promising qualifications for the position. Evaluate candidates for serious consideration by conducting in depth reference checks with individuals who are or have been in a position to evaluate the candidate's performance on the job. Through these reference checks, ascertain the candidate's strength in personal dimensions identified by the job description as well as the Contractor's interviews with stakeholders. f. Finalize and participate in a process with the County for interviews and coordinate candidates' participation in interviews. Page 1 of 7 SVATTY/AGREEMNT/Colin Baenziger & Associates - 22 g. Debrief with the County following interviews and identify additional candidates if necessary. h. Verify selected candidates' educational background, and conduct criminal, financial, media and civil litigation checks. i. In the event politically sensitive or potentially embarrassing issues arise from the candidates' background, conduct in-depth interviews with the principal parties to clarify and to provide adequate background and explanation of the event to the County. j. Notify rejected applicants, if requested to do so by the County. k. Assist in contract negotiations. 1. Provide the warranty as specified in Section 6 of this contract. Compensation: The Contractor agrees to perform all of the Work described in the Contract Documents for the following prices: PHASE I: Needs Analysis / Information Gathering $ 4,000 PHASE II: Recruiting $ 14,000 PHASE III: Screening $ 14,000 PHASE IV: Interview Process, Coordination, and Selection $ 1,500 PHASE V: Negotiation and Continuing Assistance 1,000 TOTAL PHASES I-V (Firm, Fixed Fee) $ 34,500 Cost of each phase is inclusive of all the Contractor's expenses and costs. Additional services outside Phase I - V will be charged at $150 per hour. No such services are anticipated, and none will be performed without prior written approval from the County Commission. 6. Warranty: Provided the Contractor conducts the full search (Phases I-V — see the preceding section, Section 5) and the County selects from among the candidates recommended by the Contractor, the Contractor will warrant the following: a. The Contractor will not approach the selected candidate concerning any other position as long as the individual is employed by the County. b. If the selected individual leaves for any reason other than an act of God (for example, total incapacitation or death) within the first year, Contractor will repeat the search for the cost of reimbursement of Contractor's expenses only. c. If County is not satisfied with any of the candidates Contractor presents, Contractor will repeat the search until the County is satisfied. d. The price is guaranteed and will not be exceeded for any reasons, even if conditions change after the Contract is executed. 7. Termination: This Contract may be terminated by the County for its convenience upon thirty (30) days' prior written notice to the Contractor. In the event of termination, the Contractor shall be paid as compensation in full for work performed to the day of such termination, an amount prorated in accordance with the work substantially performed under this Contract as determined by Page 2 of 7 S:/ATTY/AGREEMNT/Colin Baenziger & Associates - 22 the County. Such amount shall be paid by the County after inspection of the work to determine the extent of performance under this Contract, whether completed or in progress. The County may immediately terminate the Agreement without cause at any time upon ascertaining that pursuant to § 287.135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215.4725, Florida Statutes, or is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to § 215.473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the County may immediately terminate the Contract if it is determined that the company submitted a false certification stating that it was not (1) on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company was engaged in such activities at the time of the bid or proposal, or at the time of entering into or renewing the Agreement. Contract Documents: The Term "Contract Documents" shall include this Contract, the Contractor's Proposal submitted to the County (Exhibit A). In the event of conflict between any provision of any other document referenced herein as part of the contract and this Contract, the terms of this Contract shall control. 9. Assignment: This Contract may not be assigned except with the written consent of the County, and if so assigned, shall extend and be binding upon the successors and assigns of the Contractor. 10. Disclosure: The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual or Contractor, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or other compensation contingent upon or resulting from the award or making of the Contract. 11. Administration of Contract: The liaisons for the parties are listed below and shall be the principal points of contact between the parties. INDIAN RIVER COUNTY CONTRACTOR Suzanne M. Boyll (or designee) Colin Baenziger & Associates Human Resources Director Colin Baenziger 1800 27th Street Owner/Principal Vero Beach, FL 32960 2055 South Atlantic Avenue • Suite 504 Davtona Beach Shores, FL 32118 Phone: 772-226-1402 Phone 561-707-3537 Email: sboyll@ircgov.com Email Colin cb-asso.com 12. Governing Law: The validity, construction and effect of this Contract shall be governed by the laws of the State of Florida. All claim and/or dispute resolution under this Agreement, whether by mediation, arbitration, litigation, or other method of dispute resolution, shall take place in INDIAN Page 3 of 7 S:/ATTY/AGREEMNT/Colin Baenziger & Associates - 22 RIVER COUNTY, FL. In the event of any litigation arising out of this Contract, the prevailing party shall be entitled to recover from the non -prevailing party reasonable costs and attorney's fees. 13. Amendments: No Amendments or variation of the terms or conditions of this Contract shall be valid unless in writing and signed by the parties. 14. Payments: County shall make payment within thirty (30) days of the County's receipt of an invoice from the Contractor, unless the County notifies Contractor in writing of its objection to the amount of such invoice, together with County's determination of the proper amount of such invoice. The Parties shall undertake to resolve any disputed portion of such invoice within such thirty (30) day period. If after thirty (30) days there is no resolution between the parties, the County's determination shall be final. 15. Contractor's Representations: In order to induce County to enter into the Contract Contractor makes the following representations: Contractor has demonstrated knowledge and experiences in the performing executive searches for key personnel for local governments. 16. Indemnity: To the extent permitted by law, the Contractor shall indemnify and hold harmless the County, its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor and any persons employed or utilized by Contractor in the performance of this Contract. IT Invalid Provision: The invalidity or unenforceability of any particular provision of this Contract shall not affect the other provisions hereof, and the Contract shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 18. Project Records: The Contractor shall maintain auditable records concerning the procurement adequate to account for all receipts and expenditures, and to document compliance with the specifications. These records shall be kept in accordance with generally accepted accounting principles, and the County reserves the right to determine the record-keeping method in the event of non -conformity. These records shall be maintained for five (5) years after final payment has been made, and shall be readily available to County personnel with reasonable notice, and to other persons in accordance with the Florida Public Disclosure Statutes. 19. Public Records: The Contractor shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor in conjunction with this Agreement. Specifically, the Contractor shall: a. Keep and maintain public records required by the County to perform the service. b. Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Section 119 Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. Page 4 of 7 S:/ATTY/AGREEMNT/Colin Baenziger & Associates - 22 d. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public record disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All record stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology system of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 772-226-1424, PublicRecords@ircgov.com, County Attorney's Office -180127th Street, Vero Beach 32960 - Upstairs Bldg A 20. Insurance: Unless otherwise specified, Contractor shall, at its own expense, carry and maintain the following minimum insurance coverage, as well as any insurance coverage required by law: a. These insurance requirements shall not limit the liability of the Contractor. The County does not represent these types or amounts of insurance to be sufficient or adequate to protect the Contractor's interests or liabilities, but are merely minimums. b. Except for workers' compensation and professional liability, the Contractor's insurance policies shall be endorsed to name the County as an additional insured to the extent of the County's interests arising from this Contract. C. Except for workers' compensation, the Contractor waives its rights of recovery against the County, to the extent permitted by its insurance policies. The Contractor's deductibles/self-insured retention shall be disclosed and may be disapproved by the County. They shall be reduced or eliminated at the option of the County. The Contractor is responsible for the amount of any deductible or self-insured retention. d. Workers' Compensation Insurance with limits that comply with statutory requirements and Employer's Liability Insurance with a lower limit of $1,000,000 per occurrence, including, without limitation, coverage for Occupational Diseases, to provide for the payment of benefits to its employees employed on or in connection with the Work covered by this Agreement and/or to their dependents. e. Broad Form Commercial General Liability Insurance (on an occurrence basis), with a minimum combined single limit for Bodily Injury, including Death of $1,000,000 per occurrence and for Property Damage of at least $1,000,000 per occurrence. f. Business Auto Liability Insurance with minimum Bodily Injury and Death Limit per accident of $1,000,000 and a minimum Property Damage Limit per accident of $1,000,000. Page 5 of 7 &/ATMAGREEMNT/Colin Baenziger & Associates - 22 g. Professional Liability Insurance or equivalent Errors & Omissions Liability with minimum limit of $500,000 per occurrence. h. Prior to commencing any Work under this Agreement, Contractor shall submit a County certificate or certificates of insurance evidencing that such benefits have been provided, and that such insurance is being carried and maintained. Such certificates shall stipulate that the insurance will not be cancelled or materially changed without thirty (30) days prior written notice by certified mail to County, and shall also specify the date such benefits and insurance expire. Contractor agrees that such benefits shall be provided and such insurance carried and maintained until the Work has been completed and accepted by County. i. Such benefits and such coverage as are required herein, or in any other document to be considered a part hereof, shall not be deemed to limit Contractor's liability under this Agreement. 21. E-VerifyNerification of Employment Status: CB&A is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. If the Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of this Agreement. The County will not intentionally award contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions of the Immigration and Nationality Act ("INA"). The County shall consider the employment by the Contractor of unauthorized aliens a violation of 8 U.S.C. Section 1324a(e) [Section 274A(e) of the INA]. The Contractor agrees that such violation by the Contractor shall be grounds for the unilateral cancellation of this Agreement by the County. CB&A certifies that it and those related entities of consultant as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. County may terminate this Agreement if CB&A, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 22. Entire Aereement: This Contract and Contract Documents constitute the entire and exclusive agreement between the parties and supersedes any and all prior communications, discussions, negotiations, understandings, or agreements, whether written or verbal. [remainder of page intentionally left blank; signature page to follow] Page 6 of 7 S:/ATTY/AGREEMNT/Colin Baenziger & Associates - 22 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, by their duly authorized officials this Contract in two counterparts which shall be deemed an original on the date last signed as below written: WITNESS CONTRACTOR CONTRACTOR: SIGNATURE: SIGNATURE: TYPED NAME: TYPED NAME: Colin Baenziger TITLE: Principal and Owner DATE: November 11, 2022 ATTEST: BOARD OF COUNTY OMMISSIONEP INDIAN FJrMR COOREM BY: � 4 ; DEPUTY CLE CO AD RATOR hL2.-Z, DATE: APPROVED AS TO FORM AND CORRECTNESS: BY: COUNTY ATTORNEY Page 7 of 7 S:/ATTV/AGREEMNT/Colin Baenziger & Associates - 22