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HomeMy WebLinkAboutC18-379 ADK ConsultingAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND ADK EXECUTIVE SEARCH THIS AGREEMENT (“Agreement”) is effective as of the 30th day of November, 2018 by and between ADK Executive Search (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, ADK Executive Search will provide executive recruitment services for the position of Director of Aviation (the “Project”) on County property at the Eagle County Regional Airport located at 217 Eldon Wilson Road, Gypsum, Colorado and the County administration building located at 500 Broadway, Eagle, Colorado (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than May 31, 2019 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The Human Resources Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of May, 2019. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 2 Eagle County General Services Final 5/14 No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $18,500. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 3 Eagle County General Services Final 5/14 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 4 Eagle County General Services Final 5/14 claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Angelo Fernandez 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8796 Facsimile: 970-328-8799 E-Mail: angelo.fernandez@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONTRACTOR: ADK Executive Search Doug Kuelpman PO Box 330906 Atlantic Beach, FL 32233 904-536-8102 doug@adkexecutivesearch.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 5 Eagle County General Services Final 5/14 12. Venue, Jurisdiction and Applicable Law. 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. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 6 Eagle County General Services Final 5/14 h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor 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. Contractor 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 Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 7 Eagle County General Services Final 5/14 Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor 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. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. 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 Contractor 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. Contractor 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. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 8 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B President / CEO Douglas R Kuelpman 9 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B HR Assist Executive Search Services Eagle County, CO Director of Aviation Background ADK Consulting & Executive Search (ADK) is pleased to offer its HR Assist executive search and consulting services to Eagle County, CO for a new Director of Aviation at Eagle County Regional Airport (EGE). Why HR Assist? Our clients are our reason for our existence. When our clients express a need, we listen. That is why we developed HR Assist. We wanted to respond to those airports that fit into at least one of the following categories: • A Human Resources department that has dedicated recruiters who are used to doing various elements of a search such as initial and final interviews in their normal course of business, but do not have the broad base referral network or resources to recruit passive candidates for high level airport recruitments. In other words, broad spectrum outreach. That is what we do! • An “HR Department of One” that is everything to everybody and does not have the time to add a unique and/or critically important search to their already busy schedule. • Airports, or their governing bodies, that do not have a budget for a full-service search but understand the need and have a desire to develop a quality candidate pool. • A Human Resources department of any size that is understaffed to handle various recruitment and screening processes at the high level that we do at ADK. Our Search Process We collaborate with and successfully work with you to advise, guide, and otherwise assist as needed to help fill your pending vacancy. We believe that every position at the airport is important and deserves to be filled by the best candidate possible, because talented employees are the future of the airport. ADK starts by working closely with you to gain a thorough understanding of the Position and the ideal skills sought for a successful hire. Our goal is to find the best possible fit for the airport and achieve a long-term successful placement. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 2 Work Scope Phase 1: Search Startup and Candidate Pool Development 1.1 Position Profile and Understanding of the Position We will conference with Client to help develop the Position Profile (job specification, guidelines, qualifications, experience, and ideal candidate traits for an ideal cultural fit). We will develop the overall parameters of the position. We will collectively determine the profile of what you are looking for in your new hire, express your priorities for the position, and define the exceptional qualities that you want to see in your new hire. We call these our “hot buttons” conversations. ADK will submit the Position Profile as part of the brochure development process. 1.2 Marketing and Outreach Recruitment Brochure The development of a comprehensive and outstanding recruitment brochure is synonymous with ADK. It allows interested candidates to learn about the community, the airport, and the Position Profile discussed above that establishes what is being sought in your ideal candidate. It also provides potential applicants the necessary information to submit for the position. We invite you to visit our website at ADK Current Searches for examples of our recruitment brochures. A link to the brochure will be provided for posting on Client’s website. ADK Network and Direct Sourcing ADK retains staff who are aviation industry specialists for a reason. We are widely known throughout the U.S., have personal knowledge of the available talent in the industry, and know what the typical requirements are for the positions we are retained to help fill. Our Team collaborates to create a list of candidates who could be a good fit for our client. We also create a list of organizations that most likely will generate candidates who would have the background for this position. We use our direct outreach process to actively recruit qualified and diverse candidates for this position. Our knowledge of the industry and nationwide outreach also allows purposeful involvement of women and minority candidates in our selection pool. Many of the most talented candidates we have placed come from our direct sourcing and targeted outreach to industry professionals through personal and direct telephone contacts as well as our industry leading e-newsletter. We electronically contact nearly 20,000 aviation professionals announcing our searches through this widely read medium. Our role is to make this position known to a wide universe of potential applicants and to cultivate an interest in the vacancy. The quality and diversity of the final list of candidates is totally dependent on the qualifications of the initial candidate pool; hence, the amount of time we spend on candidate pool development is critical to the success of our search process. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 3 Advertisement We will post recruiting ads with the American Association of Airport Executives (AAAE), Airports Council North America (ACI-NA), AMAC, LinkedIn, regional AAAE associations, and other mediums as determined necessary and appropriate in consultation with the Client, including the Government Finance Officers Association (GFOA). Ads attract people who are typically looking for a move and sometimes these ads reach potentially good candidates by word of mouth through this process. Applicant Tracking System (ATS) Candidates submit directly online through our secure applicant tracking system, iCIMS, that is used by companies such as Amazon and Microsoft. Our thorough screening process moves through various phases where our Project Manager and ADK team advance the best fit candidates to next steps explained in Phase 2 Screening below. Top candidates and their screening materials are shared with our client through client’s confidential iCIMS link. Phase 2: Screening ADK uses a variety of tools to assesses all candidates, internal and external. Through vetted screening, we determine the closest match to background and experience that is relevant to the position. Through the following screening phases, we assess background and skill sets, level of enthusiasm for the position, cultural and personality fit, reputation, and leadership style. 2.1 Communication We strongly believe that communication with our clients and candidates is essential to a successful search. Throughout the search, we communicate with our clients and candidates so that we all have the same shared expectations. 2.2 Résumé Review Utilizing our targeted ADK analysis, we review the candidates’ cover letters and résumés in depth. We create our ADK Talent Tracker, which is a detailed overview of all of the candidates for comparison and matching them against the expectations developed in the startup phase. 2.3 Questionnaire Selected candidates will be asked to respond to targeted questions. These supplemental responses give us additional insight into the candidates, how they think, an example of their written communication skills, and more information than is typically found in a résumé. 2.4 Assessment ADK is certified in a variety of professional behavior assessments. Assessments have been shown to be effective tools for determining likely behavioral traits, motivations and leadership style. Assessments may give an indication of a person’s predictability for success or lead to areas to explore further. ADK is trained in the interpretation of assessments. These assessments are not provided to clients because they can be misinterpreted without professional training. ADK uses assessments as one tool in the toolbox to help determined best fit for the position and should not be over-weighted in the overall analysis. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 4 2.5 Video Recordings We record a 10 - 12 minute candidate self-directed video interview snippet and provide that interview snippet to the Client for review to gain insight into the person’s presence and demeanor. 2.6 ADK Deliverables Deliverables are available for review via our ATS where candidate submittal, responses to the initial questionnaires, essay questionnaires, and video interviews are available for review in one convenient location. 2.7 Consultation We will provide our recommendations for candidates to move forward via the our ATS Confidential Client Link. After the client reviews the materials, we will conference with you to discuss the candidates and concur on top candidates to move forward in the process. ADK will notify all candidates that the information has been forwarded to our client and they can expect to be contacted by Client regarding next steps. Those not moving forward will be sent respectful regrets by ADK. ADK has completed its screening role in the HR Assist process. At this point, Client continues with the search process through completion of Phase 4. Phase 3: Client Screening 3.1 Interviews and Reference Checks Client will perform initial telephone or video interviews with the candidates you select as well as reference checks. 3.2 Other Client Responsibilities Client is responsible to develop your own final list of candidates as a result of your evaluation of the materials supplied by ADK and the results of your interviews and reference checks. At this time, we recommend that you notify candidates of their status. Upon request, and for no additional charge, ADK will be available to discuss the results of the screening processes with Client to assist in determining the candidates you wish to invite to finals. Phase 4: Client Final Interviews and Selection 4.1 Background / Social Media Checks Background checks and social/media checks are an important part of a search process. We recommend that you perform these checks on the final list. 4.2 Final Interviews and Negotiations Client will conduct final interviews, conduct negotiations with the selected candidate, and notify the remaining candidates of their status. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 5 Compensation The professional fee for our HR Assist search is $18,500.00. Any additional staff placements by Client that occur within 12 months of this placement whereby the candidate was identified in this specific recruitment shall incur a referral fee of $ 10,000.00 each. There are no additional expenses anticipated for an HR Assist search unless Client requests ADK to travel to Client’s location or Client chooses optional services discussed below. The search fee is to be paid as follows: Installment 1: 40% billed immediately and due upon recruitment brochure posting. Installment 2: 40% due 30 days after recruitment brochure posting date. Installment 3: 20% due after contract completion: • We do not add any overhead fees to the fees described above. • ADK ’s fees are non -contingent and consistent with the standards of the retained search profession. • Out -of-pocket expenses, as approved and if requested by Client for consultant travel, lodging, and search committee meeting expenses are billed separately at cost per Client ’s travel guidelines. • There is no charge for video recordings. • We do not charge an additional fee for administrative and clerical support, teleconferencing, office copies, and computer/telephone usage. • We will, however, charge at cost for reproduction, binding, and courier services if requested by Client. All deliverables are provide d to Client at no cost electronically. • Reimbursement of any candidate travel expenses to Client ’s location is the responsibility of Client. Timeline Upon execution of a Notice to Proceed, and after the first consultation between Client and ADK in Section 1.1 above, a firm timetable will be provided by ADK for the various phases of the Scope of Work. The search schedule does have variables, including the time required to acquire information necessary to develop a recruitment brochure with your assistance, the process for Client to confirm and approve the recommended candidates, the establishment of the final interview dates, and the actual interview process itself. Holidays, vacations, and aviation conference schedules need to be considered as well. A potential timetable is shown below. If additional flexibility is required, ADK will work with Client to develop appropriate changes. Phase 1: ADK Brochure Development, Posting & Candidate Pool Development 4-5 weeks Phase 2: ADK Screening 2-2.5 weeks Phase 3: Client Screening TBD Phase 4: Final Interviews: Notification / travel planning and interviews TBD While we cannot control Client’s internal review processes, we do recommend that Client proceed with a “time is of the essence mentality”. Delays in internal reviews can cause, and have caused, potentially good candidates to reconsider their application. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 6 Optional Items If Client prefers to have ADK upgrade the HR Assisted search to a full-service search, or selectively perform interviews, conduct reference checks, background / social media checks, or attend and facilitate on-site interviews, we would be happy to provide any one or these services as needed. Upon request we can provide a quote to you for any additional services you may need. Contract Completion For purposes of this Agreement, contract completion means a job offer has been communicated to and accepted by the selected finalist for this HR Assist search (Phase 4.2). Primary Search Manager ADK will designate a Primary Search Manager at such time a contract is executed . Client has the right to approve any proposed replacement of the Principal Search Manager. Notice to Proceed ADK can accept a Purchase Order referencing this proposal or provide Client a simple services agreement for execution by both parties. DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B 10 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: E4D46F02-091F-42BA-8E35-7DE50DC4AF9B WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 December 27, 2018 Eagle County Their Officials Employees and Agents PO BOX 850 EAGLE CO 81631-0850 Account Information: Policy Holder Details :ADK CONSULTING INC Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(888) 242-1430 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/27/2018 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. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS 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). PRODUCER USAA INSURANCE AGENCY INC/PHS 65812845 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO, TX 78265 CONTACT NAME: PHONE (A/C, No, Ext):(888) 242-1430 FAX (A/C, No):(888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED ADK CONSULTING INC PO BOX 330906 ATLANTIC BEACH FL 32233-0906 INSURER A :Hartford Fire and Its P&C Affiliates 00914 INSURER B :The Hartford Casualty Insurance Company 29424 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS B COMMERCIAL GENERAL LIABILITY 65 SBM PV4471 05/13/2018 05/13/2019 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$300,000 X General Liability X MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: B AUTOMOBILE LIABILITY 65 SBM PV4471 05/13/2018 05/13/2019 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 65 WEC AN5647 02/10/2018 02/10/2019 PER STATUTE X OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B EMPLOYMENT PRACTICES LIABILITY 65 SBM PV4471 05/13/2018 05/13/2019 Each Claim Limit Aggregate Limit $5,000 $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION EAGLE COUNTY THEIR OFFICIALS EMPLOYEES AND AGENTS PO BOX 850 EAGLE CO 81631-0850 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE