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HomeMy WebLinkAbout2013-476 BOCC - Springsted Inc to conduct and manager search $24,500 Please return this copy to the Clerk to the Board's— office for permanent agenda file. AGREEMENT THIS AGREEMENT made and entered into this O day of November, 2013, by and between ORANGE COUNTY , NORTH CAROLINA hereinafter referred to as the "County ", party of the first part, and SPRINGSTED INCORPORATED, hereinafter referred to as "Consultants",party of the second part, WITNESSETH WHEREAS, and in consideration of the mutual benefits accruing to the parties hereto, the Consultants hereby agree to perform all necessary professional management consultant services for completion of an Executive Search for a County Manager described in the Scope of Services, dated July 31,2013,as attached, and upon the terms and conditions hereinafter provided: 1. That certain written proposal for preparation of Executive Search Services for Orange County, North Carolina submitted by Consultants becomes a part of this Agreement and is hereinafter referred to as "Scope of Service", a copy of which is attached hereto and made a part hereof. 2. Consultants' compensation for the services as outlined in the amended Scope of Services, shall be made upon certified billing and progress reports to be made monthly to the County by Consultants for work performed during the preceding month, with payment to be made by the County within thirty(30) days from receipt of such billing. The cost to the County under this Agreement related to said executive search and Scope of Service will not exceed the sum of Nineteen thousand nine hundred dollars ($19,900.00), plus direct out-of-pocket expenses not to exceed Five thousand four hundred fifty dollars($5,450.00). 3. Consultants shall make available all data, notes and memoranda completed during the study and upon completion of the study will forward such materials to the County for its use. 4. This Agreement may be terminated by either party upon seven (7) days' written notice should the other party fail substantially to perform in accordance with its terms,through no fault of the other. 5. All claims, disputes and other matters arising out of or relating to this Agreement or the breach hereof shall be governed by the laws of the State of North Carolina. Venue shall be in Orange County. 6. (a) During the performance of this Agreement, the Consultants agree not to discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, gender, ethnicity, sexual orientation, or any other basis 1 prohibited by state law relating to discrimination in employment except where there bona fide occupational qualification reasonably necessary to the normal operation of the contractor. Notices setting forth the above language shall be posted in conspicuous places, available to employees and applicants for employment. (b) The Consultants, in all solicitations or advertisements for employees placed by or on their behalf, will state that they are an equal opportunity employer. (c) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the above requirements. (d) The Consultants will include the provisions of paragraphs (a), (b) and(c) in every subcontract or purchase order of over$10,000, so that the provisions will be binding upon each subcontractor or vendor. 7. Consultant's federal identification number is 41-1754318. 8. Consultant shall: (a) Publish announcements detailing the County Manager's position with the North Carolina Association of County Commissioners and the North Carolina League of Municipalities. (b) Conduct and administer a community-wide survey to solicit input from the public on the qualities, qualifications, skills,personality traits,professional views, experience, managerial style, and other key aspects of the position of county manager. (c) Develop, review, analyze, and report on the outcome of an electronic and paper survey for distribution to Orange County citizens concerning qualities, skills, personality traits, etc. the new manager should possess to succeed in Orange County. This also includes an identification of issues the new Manager may face and other questions yet to be developed. (d) Interview the Mayors and managers of each municipality situated in Orange County to solicit input. (e) In place of focus groups hold four(4) citizen meetings around the County to gain further public input. 2 (f) Perform one additional executive search at no charge other than reimbursement of direct expenses(out-of-pocket costs)if the new County Manager voluntarily resigns,or is dismissed for cause, during the first two years of employment. (g) Maintain at its sole cost Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oranp,ecoqptync.gov/purchasing/contrqglLqso. (h) Defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Executive Search and arising from bodily injury, including death or property damage, injury to reputation or loss of gainful employment,to any person or persons caused in whole or in part by the negligence or misconduct of the Consultants except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultants to indemnify the County to the fullest extent permitted under North Carolina law. 9. Contractual claims,whether for money or other relief, shall be submitted by the Consultants in writing no later than sixty days after final payment;however,written notice of the Consultant's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. The County shall consider the claim, and shall make a written determination as to the claim within forty-five days after receipt of the claim. Such decision shall be final and conclusive unless the Consultants appeal within six months of the date of the final decision by instituting legal action as provided in the General Statutes of the State of North Carolina. 10. During the performance of this Agreement, Consultants agrees to (i)provide a drug- free workplace for their employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees that they maintain a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over$10,000, so that the provisions will be binding upon each subcontractor or vendor. 11. The Consultants do not, and shall not during the performance of this Agreement, knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and 3 Control Act of 1986 and by executing this Agreement acknowledge they are in compliance with Article II of Chapter 64 of the North Carolina General Statutes. ORANGE COUNT NORTH CARO IN G By: SPRINGSTED INCORPORATED By: \,"j, ? This instrument has been pre-audited in the manner required by the North Carolina Local Government Budget and Fiscal Control Act: A P Office of the Chief Finance Officer 4 ' * DATE(MM/DDNYYY) ACOR© CERTIFICATE OF LIABILITY INSURANCE ,/10/2014 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 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). PRODUCER Phone: (952)944-2929 CONTACT Jane Doerfler Fax: (952)944-3091 NAME: Horizon Agency,Inc. =!N 0.Ext: (952)914-7131 C IX No): (952)944-3091 6500 City West Pkwy#100 ADDRESS: jape @horizonagency.com Eden Prairie,Minnesota 55344 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED INSURER B: Executive Risk Indemnity Inc. 35181 Springsted Incorporated,Springsted Investment Advisors,Inc. INSURER C: 380 Jackson Street#300 INSURER D St.Paul,MN 55101 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 3812 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY 35342568 EACH OCCURRENCE $ 1,000,000 8/11/2013 8/11/2014 DAMAGE TO RENTED A ✓ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ 1,000,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000 000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 ✓ POLICY PRO LOC $ A AUTOMOBILE LIABILITY 73234006 8/11/2013 8/11/2014 COMBINED SINGLE LIMIT 1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS I/ HIRED AUTOS ✓ NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident ✓ UMBRELLA LIAB ✓ OCCUR 79764838 8/11/2013 8/11/2014 EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED I ✓I RETENTION$ 0 $ WORKERS COMPENSATION TATU- TH- A AND EMPLOYERS'LIABILITY YIN 71646620 8/11/2013 8/11/2014 ✓ T R MI R 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? a NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Errors&Omissions 82079210 1/14/2014 1/14/2015 Each Claim 2,000,000 $25,000 Deductible Ae¢re¢ate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION Holder's Nature of Interest:Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ty ACCORDANCE WITH THE POLICY PROVISIONS. Ms.Donna Baker,Orange County Clerk 200 South Cameron Street AUTHORIZED REPRESENTATIVE P.O.Box 8181 Hillsborough,NC 27278 . ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD