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HomeMy WebLinkAboutC16-178 ADK Executive Search1",,,, AIX( rxECUTrvr Srnncn I Spccializirrg Exclusively in Airports- *-q PO. Box nAgA6 . Atluntic Beach, FL 32233 . 904-536-8102 . adhconsulting@msn.com VAIUEAGLE COUNTY AIRPORT EXECUTIVE SEARCH SERVICES AGREEMENT Seryices This Executive Searcl-r Services Agreement (hereinafter referred to as "Agreement"), is made and entered into this Li" day of /vla1 ,2016 between Eagle County, a public body underthe laws of the State of Colorado (hereinafter referred to as "Client"), and ADK Consulting, Inc., incorporated in the State of Florida, and authorized to conduct business throughout the United States (hereinafter referred to as "Consultant"), and collectively hereinafter referred to as the "Parties". Consultant agrees to provide executive search services to Client in accordance with Consultant's HR Assist proposal as shown in Exhibit A to this Agreement (hereinafter referred to as "Proposal"), and other services that may be requested from time to time and agreed upon by the Parties. Compensation As compensation for the services provided herein as described in the Proposal, Glient agrees to pay to Consultant a professional fee of $ 9500.00 plus any options Client may request as defined in the Proposal. Said professional fee will include all professionalfees, out-of-pocket office expenses, labor, materials, and other associated services. Travel to Client's location is not anticipated in this Agreement. Invoicing and payment would be due after contract completion. Other expenses not mentioned in the Proposal and not included in the fee are considered over and above (overnight shipping, reproduction of documents for Client review, e.g.) and will be billed only if the service is requested by Client. Contract Completion For purposes of this Agreement, contmct completion means Consultant has fulfilled its requirements of the Proposal at the completion of Phase 2. lnsurance Consultant hereby certifies that it possesses a commercial liability policy with The Hartford, a professional services liability policy with the Philadelphia Insurance Companies and appropriate Worke/s Compensation Insurance. Consultant will provide evidence of insunance to Client upon request. -.'--KueoastUf66 E),: Eagie Cou,nty AttcrneY's Oftice -1 By: Eagle Caunty Cotnmissioners' Office C16-178 Principal Gonsultant Consultant has designated Doug Kuelpman as Consultant's Principal Search Manager who shall have the authority to act on behalf of Consultant. Client has the right to approve any proposed replacement of the Principal Search Manager. lndemnification Consultant shall indemnify and hold harmless the Client, and its employees, associates, and representatives from any and all liabilities, costs or damages (including reasonable attorneys'fees) that may arise from any action or inaction of its employees, associates, and representatives in connection with the performance of the services outlined herein, except for such liabilities, costs or damages which are due to the gross negligence or willful or intentional misconduct of the Client and its employees, associates, and representatives. Termination Both parties retain the right to terminate this Agreement at any time with 30 days prior written notice. Upon termination notice, Consultant will cease work and provide documentation of work completed to date of termination. Consultant will be compensated for all activity (professional fees) and expenses that have been obligated at the date of termination per the terms of this Agreement, on a pro-rata basis. Ownership of Documents All documents prepared by Consultant or Consultant's subcontractor in connection with Consultant's performance under this Agreement shall become the propefi of Client, and Consultant or Consultant's subcontractor shall execute wriften assignments to Client of all rights (including @mmon law, statutory, and other rights, including copyrights) to the same as Client shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultrant (including any employee or subcontractor in connection with the performance of the Services and Additional Services under this Agreement). Prohibitions on Government Contracts As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legallywithin the United States as setforth in C.R.S. 8-17.5-101, et. seq. lf Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: , i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or . ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor sha\not knowingly employ or contract with an undocumented individual to perform work under the public sqitract for services. Consultant has confirmed the employment eligibility of all employees who are newly 2 hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.d hs. gov/xprevproVproq rams/gc 1 1 8522 1 678 1 50.shtmc. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. lf Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to:i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual;andii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual.e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5).f. lf Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. lf the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law.g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. Applicable Law and Venue This Agreement will be construed in accordance with the laws of the State of Colorado. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. Notices All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Client: Eagle County Airport Attention: Greg Phillips P.O. Box 850 Eagle, CO 81631 Telephone: 970-328-8790 greg.phillips@eaglecounty. us Brent McFall, County Manager Eagle County Douglas R Kuelpman, President ADK Consulting, lnc. Consultant: ADK Consulting, lnc. P.O. Box 330906 Atlantic Beach, FL 32233 Telephone: (904) 536-81 02 douq@adkexecutivesearch.com s/24/2OL6 Date Agreed 4