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1506 PERFJ ' , CITY MANAGER'S OFFICE TRANSMITTAL MEMORANDUM To: City Clerk RE: Request for Services pin / 506 The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Ordinance ❑ Resolution ® Contract ❑ Mayor's signature ❑ Recording 'a ❑ Rendering ® Safe keeping /records retention Once completed, please: : Return original Return copy Special Instructions: Please advise if you have any questions regarding the above. Thank you! From: Debbie Simmons, City Manager's Office Date: 4/17/12 CONTRACT BETWEEN THE CITY OF SANFORD, FLORIDA AND THE POLICE EXECUTIVE RESEARCH FORUM RECITALS The Police Executive Research Forum (referred to hereinafter as "PERF ") of Washington, D.C., is engaged in providing research, studies, audits, technical assistance, training, executive search and other professional support and consulting services to police and sheriffs departments, other law enforcement agencies at all levels of government, and police related organizations in the United States and Canada. 2. The City of Sanford, Florida (referred to hereinafter as "Client" or "City ") is seeking to hire a Chief of Police to oversee the Sanford Police Department. 3. The Client, in the interest of seeking to hire the best qualified candidate for Chief of Police position, desires to utilize PERF (also referred to as "Contractor "). 4. In consideration of the mutual promises set forth herein, it is agreed by and between the Client and PERF as follows: SECTION ONE —SCOPE OF WORK For the Sanford Executive Search Project, PERF will provide recruiting services to assist the Client in selecting its interim chief of police. The complete scope of work for this contract is outlined in Attachment 1: Scope of Work and Cost Proposal. SECTION TWO— INDEPENDENT CONTRACTOR The parties to this contract agree that the relation created by this contract is that of an independent contractor (PERF). No federal, state, or local income tax nor any payroll tax of any kind shall be withheld or paid by the Client on behalf of the Contractor. The Contractor shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. The Contractor is not eligible for, and shall not participate in any employer pension, health, or other fringe benefit plan of the Client. The Client will not obtain workers' compensation insurance for the Contractor and the Contractor agrees to comply with applicable workers' compensation laws. The Contractor shall adhere to all laws and ethical standards applicable and shall perform in a manner consistent with generally accepted standards. SECTION THREE —TERMS OF PAYMENT The effective date of the contract shall be March 26, 2012 and shall not extend beyond the May 31, 2012, unless further extended by amendment to this contract. As compensation for performance hereunder, the Client will pay for PERF's services established in Attachment 1. PERF will complete all of the services outlined in Attachment 1 under this contract. PERF will submit invoices monthly, and the Client agrees to pay the contractor as invoices are received, within 30 days of receipt. Maximum Contract Value The maximum value of the professional services associated with PERF's work on this contract will not exceed $20,000.00. Additional costs such as meeting facilities and candidate travel expenses are not included in the professional service fees and will be billed to the Client at direct cost. See Attachment 1. SECTION FOUR — DELEGATION OF SERVICES Chuck Wexler will oversee this contract and agrees to be responsible for the completion of the work specified in this agreement. SECTION FIVE — CONTROL OF WORK PERF, as an independent Contractor retains the right to generally control or direct the manner or means by which the work described herein is to be performed. Any changes to the scope of work will be mutually agreeable in writing. SECTION SIX — CONFLICTS PERF will use all reasonable efforts to ensure that they are under no obligation, agreement, written or verbal, nor have they previously worked or been otherwise in any position which will cause any conflict of interest to arise in connection with the services to be provided to the Client. This obligation to notify the Client of any potential conflict of interest pertains to both the basic contractual relationship to the Client and specific tasks to be performed under this contract. SECTION SEVEN— COPYRIGHTS AND DATA The parties agree that PERF holds the copyright to any work produced under this agreement. As such PERF may use, disclose, reproduce, deliver, dispose of, and authorize others to do so in any lawful manner, all such work produced by PERF. SECTION EIGHT —NO AUTHORITY TO BIND PERF Neither party shall have the authority to enter into contracts or agreements on behalf of the other party. SECTION NINE — ANTI - ASSIGNMENT Neither PERF nor the Client shall assign any interest in this contract without the written consent of the other party. SECTION TEN — NON - WAIVER FOR MATERIAL BREACH The failure of either party to exercise any of its rights under this agreement for a material breach thereof shall not be deemed to be a waiver of such rights or a waiver of any such subsequent breach. SECTION ELEVEN — TERMINATION Performance under this agreement may be terminated by PERF or the Client should either party fail to comply with any of the terms or conditions set forth in this contract, or should the Client determine in good faith that the contractor is in any way unfit, unqualified, or unable to perform all of the services outlined in this contract, upon 30 days written notice. Upon receipt of notification, PERF will proceed in an orderly fashion to limit or terminate any outstanding commitments and /or to conclude the work. PERF must be reimbursed by the Client for all costs and non - cancelable commitments properly incurred in performance of the work prior to receipt of termination notice. PERF may terminate the contract if circumstances beyond its control preclude the continuation of the work. If PERF terminates, PERF must reimburse the Client all unexpended funds, except for those funds needed to pay for non - cancelable commitments. SECTION TWELVE — SEVERABILITY If any part of this agreement shall be held unenforceable, the rest of this agreement will nevertheless remain in full force and effect. SECTION THIRTEEN — WRITTEN NOTICE Communication regarding this agreement may be sent to PERF at 1120 Connecticut Avenue, N.W Suite #930, Washington, DC 20036 or to the Client at City Manager, Norton Bonaparte Office of the City Manager, City of Sanford, 300 N Park Ave, Sanford FL 32771 PO Box 1788, Sanford, FL 32772. SECTION FOURTEEN — GOVERNING LAW This agreement shall be governed by the laws of Florida. SECTION FIFTEEN — DISCRIMINATION PROHIBITED In hiring or employment made possible by or resulting from this contract, there will be no unlawful discrimination against any employee or applicant for employment on account of sex, race, religion, color, national origin or ancestry, age, disability, marital status, or sexual orientation. This shall apply to all employment related activities, including but not limited to, recruitment and selection; demotion, transfer, lay -off or termination; rates of pay or other forms of compensation and selection for training. PERF agrees to include this provision on discriminatory practices in all appropriate subcontracts for work covered by this contract. SECTION SIXTEEN — LIMITATION ON DELEGATION OF SERVICES PERF agrees not to delegate any duties under this contract without the Client's express consent. City of Sanford: Norton Bonapa City Ma Date Police Executive Research Forum: Chuck Wexler Executive Director Date Attachment 1. City of Sanford Recruiting Services to Assist in the Executive Search for Interim Police Chief Scope of Work and Cost Proposal Prepared by the Police Executive Research Forum (PERF) March 2012 Scope of Work The Police Executive Research Forum (PERF) will provide recruiting services to assist the City of Sanford (Client) in a selective executive search process for its interim police chief. The interim police chief is expected to serve for 3 -5 months. The specific tasks proposed for PERF are outlined below. PERF would also be available to provide advice to the Client throughout the process. PERF will: 1. Meet in person with the City Manager to determine structure of the process and ideal candidate qualifications; 2. Identify qualified candidates; 3. Accept inquiries and letters from interested candidates; 4. Evaluate candidates, conduct phone interviews, reference checks and internet searches on potential candidates; 5. Conduct a conference call to present best qualified potential candidates to the City Manager; 6. Conduct follow up calls to potential candidates based on the conference call to solicit additional information for the City Manager; 7. Facilitate and participate in interviews between City Manager and potential candidates; and, 8. Provide on -going advice and assistance to the City Manager throughout the process. The Client would also be responsible for having a full field background investigation conducted on the final candidate. PERF recommends that the background check be completed prior to the Client's final selection of the candidate for Interim Police Chief. Cost Proposal Professional Service Fee: The maximum cost of the professional services described in this proposal is $20,000. This cost includes PERF staff and consultant time, travel - related expenses for PERF staff and consultants, and office expenditures (office supplies, postage, shipping, telephone, etc.) related to this work. PERF agrees to complete the above scope of work for this maximum fee. PERF will bill the Client according to its actual level of effort on this contract, which may fall under this estimated contract cost. The total professional services expenses for this contract will not exceed the maximum of $20,000. Additional Costs All additional costs are not included in the Professional Service Fee. These costs will be direct billed to the Client by PERF. The following costs are in addition to the professional services fee outlined above. The Client will ensure appropriate funding for these expenses and will reimburse PERF for these costs as needed. PERF will seek the Client's approval before incurring additional costs. These costs may include: Candidate Travel: Travel costs for candidates to participate in interviews with the Client. Travel costs include airfare, accommodation, local transportation, per diem, and other reasonable travel expenses. PERF will provide candidates with travel assistance through use of its travel agent. (Note: Travel costs for PERF staff and consultants are included in the Professional Service Fee described above.) Meeting Facilities: Suitable facilities for activities related to the performance of this contract (such as interview and meeting rooms) will be provided at no cost to PERE PERF will seek no- cost facilities as possible for these meetings. Background Investigation: PERF recommends that a full and complete background investigation be conducted on the person selected for appointment as Chief of Police. This service is not included in our proposal. A reputable investigative body will need to be engaged to conduct site interviews and detailed background investigations.