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1344 The Waters Consulting GroupC ti U � PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM' IA � To: City Clerk c i v RE: The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond Safe keeping (Vault) ❑ Ordinance 0 ❑ Performance Bond ❑ Payment Bond Resolution ❑ City Manager Signature ❑❑ ❑ City Clerk Signature Once completed, please: ❑ Return original ❑ urn copy Special Instructions: Please advise if you have any questions regarding the above. Thank you! IN (ti From Date TADept_ forms \City Clerk Transmittal Memo - 2009.doc q-q EXHIBIT A WORK ORDER FORM Work Order Number 100 -10 CITY OF SANFORD FLORIDA Master Agreement/Contract Number: N/A Dated: N/A Contract/Project Title Executive Recruitment for Chief of Police Solicitation No: N/A ISanford Project No. N/A Purchase Order No. Consultant/Contractor: The Waters Consulting Group, Inc. Consultant/Contractor's Business Address, Phone Number, Fax Numberm and E -mail Address 5050 Quorum Drive, Sute 625; Dallas, Texas 75254 972.481.1950 Fax: 972.481.1951 email: crohre @watersconsulting.com ATTACHMENTS TO THIS WORK ORDER METHOD OF COMPENSATION DRAWINGS /PLANS /SPECIFICATIONS FIXED FEE BASIS X SCOPE OF SERVICES TIME BASIS -NOT TO EXCEED AMOUNT SPECIAL CONDITIONS TIME BASIS - LIMITATION OF FUNDS X PRICING IINFORMATION UNIT PRICE BASIS -NOT TO EXCEED AMOUNT X WO TERMS AND CONDITIONS TIME FOR COMPLETION: Per Attached Days of the effective date of this Work Order Effective date- this Work Order: Date of Execution by City Manager Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet the stated completion requirement may be grounds for termination for default. Work Order Amount: Dollars Expressed in Numbers: $ Per Attached fees and payments schedule Dollar Amount Written Out: Per Attached fees and payments schedule In Witness Where of, the parties hereto have made and executed this Work Order on the respective dates under each signature: The City through its City Commission taking action on the and the Consultant/Contractor by and through its duly authorized corporate officer having the full and complete authority to execute same. ATTEST- CONSULTANT /CONTRACTOR Signature C�i -�4►. Signature, Corporate President Ru6ri c.e Q • G lcxzb p.1 e4a_ R. I, i e o. 1Ncz -kc.rs Corporate Officer (printed name and title) Corporate President, Printed Name Date: i% • 4- • 20 t O ATTEST: CITY OF SANFORD Janet Dougherty, City Thopfas George, Int City Manager Date: A z; 4VT 6 - a . _ rn C; 1.j r, W EXHIBIT "A "(page 2) WORK ORDERw TERMS AND CONDITIONS? >wm Execution of this Work Order by the CITY and the issuance of a notice to proceed, shall serve as authori- 117 zation for the CONSULTANT /CONTRACTOR to provide goods and /or services for the above project as set out in the M Scope of Services which is attached as Exhibit "A," as well as all other exhibits attached to that certain Agreement cited 1 on the face of this Work Order all of which are incorporated herein by reference as if they had been set out in its entirety and as further delineated in the specifications, conditions and requirements stated in the listed documents which are i2 f attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said goods and /or services 0 pursuant to this Work Order, its attachments and the above - referenced Agreement and its exhibits. If this Work Order conflicts with said Agreement or exhibits, the Agreement and exhibits shall prevail provided, however, that the CIA CONSULTANT /CONTRACTOR shall not proceed with work until directed to do so by the CITY TERM: This Work Order shall take effect on the date of its execution by the CITY and expires upon final delivery, inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein; provided however, that the CONSULTANT /CONTRACTOR shall not proceed with work until directed to do so by the CITY METHOD OF COMPENSATION: (i) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee Amount. (ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Time Basis Method" with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed Amount without the express written consent of the CITY. Such consent will normally be in the form of an amendment to this Work Order. The CONSULTANT / CONTRACTOR' compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. (iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount becomes the Limitation of Funds amount which shall not be exceeded without prior written approval of the CITY. Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of Funds amount. The CONSULTANT /CONTRACTOR's compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. (iv) UNIT PRICE BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Unit Price Basis," then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the amount resulting from computing the quantity(ies) of defined units and agreed upon unit pricing to establish amount of CONTRACTOR'S compensation. All adjustments to quantities shall be approved by the Project Manager. Prior written approval by the City is required to adjust the not to exceed amount. The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms of the above - referenced Agreement. It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY, prior to its execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY. The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action. It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order. WORK ORDER TERMS AND CONDITIONS 1. By accepting this Work Order (WO) the Contractor/Vendor /Contractor accepts all of the Terms and Conditions included herein. The Buyer is the City of Sanford, Florida, hereinafter referred to as the "City ". The term "City" is used in a broad sense to include its employees, directors, officers, agents, volunteers, etc. 2. All information referenced is hereby incorporated into the WO. These Terms and Conditions may be varied only by written amendment signed by the parties. All modifications in performance, including but not limited to, extensions of time, renewal, or substitution are void absent dually signed amendment by the parties. Time is of the essence of the lawful performance of the duties and obligations contained in the Work Order. The Vendor /Contractor agrees that Vendor /Contractor shall diligently and expeditiously pursue Vendor /Contractor's obligations. 3. Cancellation rights reserved by the City. The City may cancel this WO in whole or in part at any time for default by written notice to the Vendor /Contractor. The City shall have no liability to the Vendor /Contractor beyond payment of any balance owing for Material purchased hereunder and delivered to and accepted by the City prior to the Vendor /Contractor's receipt of the notice of termination. 4. Terms of shipping are F.O.B. the City's delivery location unless otherwise noted within the terms of this WO. Regardless of the indicated F.O.B. point, the City does not accept title until the delivery is acknowledged by an authorized City representative" 5. Prices stated on this WO are firm, all inclusive and consistent with applicable negotiations, bid(s) and /or quotations. The City is exempt from the Florida Sales and Use Tax and will furnish the Vendor /Contractor with proof of tax exemption upon request. Extra charges for any purpose will not be allowed unless explicitly indicated on the WO. This order is hereby cancelled, if pricing is omitted. 6. The Vendor /Contractor warrants that any material or equipment supplied hereunder is new, unused condition and free from defects in title, workmanship, defects in design and in full compliance with the specifications defined by the City in the order. The goods or services furnished under this WO are covered by commercial warranties for such goods or services and that the rights and remedies provided therein are in addition to and do not limit those available to the City. A copy of these warranties and all applicable manufacturer's warranties shall be furnished at the time of delivery. 7. The City reserves the right to conduct any inspection or investigation to verify compliance of the goods and /or services with the requirements of this Work order and to reject any delivery not in compliance If any deficiency is not visible at the time of delivery the City reserves the right to take and /or require appropriate corrective action upon the discovery of any deficiency, non - compliance, or defect 8. All tools or property furnished to the Vendor /Contractor by the City shall remain the property of the City, be subject to removal upon the City's demand, be used only on behalf of the City, be maintained in good order, and be clearly identified as property of the City. The Vendor /Contractor assumes any and all liability of whatsoever type or nature for loss or damage to such property. 9. The Vendor /Contractor agrees to comply with all Federal, State of Florida, Seminole County, City laws, ordinances, regulations, authority and codes and authority having jurisdiction over the purchase. 10. To the fullest extent permitted by law, the Vendor /Contractor shall indemnify, hold harmless and defend the City, its agents, servants, officers, officials and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or in part by the error, omission, act, failure to act, breach of contract obligation, malfeasance, officers, officials, employees, or agents. Additionally, the Vendor /Contractor accepts responsibility for all damages resulting in any way related to the procurement and delivery of goods or services contemplated in this Work order. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. 11. The Vendor /Contractor shall not assign this WO, any rights under this WO or any monies due or to become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior written consent of the City. WORK ORDER TERMS AND CONDITIONS -Page 2 12. The Vendor /Contractor shall not disclose the existence of this WO without prior written consent of the City except as may be required to perform this WO. 13. All Material purchased hereunder must be packaged to ensure its security and delivery in accordance with the City's shipping and packaging specification and good commercial practice. Each package shall be labeled indicating the addressee of each package or shipment and the applicable WO number. All shipments shall comply with HAZMAT requirements including, but not limited to, (DOT) regulations published in 49CFR 1399, OSHA regulations 29 CFR 4999. 14. The Vendor /Contractor shall perform the obligations of this WO as an independent contractor and under no circumstances shall it be considered as agent or employee of the City. 15. The Vendor /Contractor ensures that its personnel shall comply with reasonable conduct guidelines and City policies and procedures. 16. After each delivery, the Vendor /Contractor shall provide to the "bill to address" an original, "proper invoice" (single copy) which includes: a) Vendor /Contractor's name(dba), telephone number, mailing address; b) City's P.O. Number; c) Date of invoice; d) Shipping date; e) Delivery date; f) Payment terms; g) Description of goods /services; h) quantity; i) Unit price; j) Extended price; k) Total. The City has the right to reconcile invoice with the WO and adjust payment accordingly to comply with the WO. Payment will be made only to the Vendor /Contractor identified on the WO and for received and accepted goods /services. The City shall have right at any time to set -off any amounts due to the Vendor /Contractor against any amounts owed to the City by the Vendor /Contractor and shall in the case of Vendor /Contractor default retain the right to further adjust payments as consistent with the best interests of the City. 17. Payment of invoices will be in compliance with Chapter 218, Part VI I of Florida Statutes, City Ordinance No. 3029, Purchasing Policy of the City and the stipulations, terms and conditions of this WO. Any cash discount period will date from receipt of invoice, receipt of actual delivery or date of invoice, which ever is later. 18. If this WO involves the Vendor /Contractor's performance on the City's premises or at any place where the City conducts operations, the Vendor /Contractor shall request information from the Purchasing Manager regarding insurance coverage requirements. In circumstances where insurance is required, Vendor /Contractor shall provide proofs of insurance required by the City, or City reserves the right to cancel this Work Order, immediately suspend performance by the Vendor /Contractor at Vendor /Contractor's expense and prohibit access to City premises until such proofs of insurance is verified Noncompliance with this item shall place the Vendor /Contractor in default and subject to disbarment from the City's Vendor /Contractor List. 19. The failure of the city to enforce any provision of this WO, exercise any right or privilege granted to the City hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. 20. The Vendor /Contractor shall notify the Purchasing Manager of any inherent hazard and applicable precautions, protective measures and provide any additional relevant information, including MSDS, related to the Material being purchased herein. 21. The City shall have the right at no additional charge to use all or portions of material found in the Vendor /Contractor's applicable literature relevant to the purchase. The Vendor /Contractor agrees to advise the City of any updated information relative to the foregoing literature and documentation with timely written notice. 22. A person or affiliate who has been removed from the City's Vendor /Contractor List may not submit a bid or transact business with the City in excess of Category Two for a period of thirty-six (36) months from the date of being removed from the City's Vendor /Contractor List. 23. In compliance with 8 U.S.C. Section1324a(e) [Section 274A(e) of the Immigration and Nationality Act (INA)], the City will not intentionally make an award or upon discovery of a violation will unilaterally cancel this WO with any contractor who knowingly employs unauthorized alien workers. WORK ORDER TERMS AND CONDITIONS -Page 3 24. This WO shall be governed by and interpreted in accordance with the laws of the State of Florida. In any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of the Eighteenth Judicial Circuit in and for Seminole County, Florida SCOPE OF SERVICES WCG will provide professional services in the area of an executive recruitment for the position of Police Chief and an Assessment Center to evaluate the final candidates. This Agreement includes WCG's commitment to provide all elements of the recruitment process, services, and conditions described in our Proposal dated October 8, 2010, and the City's subsequent request to expand the scope of services to include an assessment Center. The contractor shall remain with the recruitment assignment until an appointment is made for in the context of the fees and tasks contained in this scope of services. In the event the City is unable to make a selection from the initial group of Finalists, the Contractor shall work to identify a supplemental group until a candidate is identified. The executive recruitment is guaranteed for 24 months against termination for cause. Within the first year, the replacement recruitment will be repeated with no additional professional fee, but the City will be responsible for project - related expenses. During the second year, the replacement recruitment is reduced to 50% of the professional fee plus project - related expenses. Candidates appointed from within the City's organization do not qualify for this guarantee. Additional services included is a performance appraisal and review after 12 months of service of the appointed candidate, with no professional fee charged to the City. If the City elects to use this service, the only cost incured would be the reimbursement for any project - related expenses. The Contractor shall not solicit any candidate(s) selected under this contract for any other position while the candidate is employed with your organization. If candidates from this recruitment process are selected for another position by the City, within one year of the close of the recruitment, a fee of 50% of the above mentioned fee amount will be due to the Contractor. The Contractor shall devote such time to the performance of its duties under this Agreement as is necessary for the completion of all project phases. The Contractor shall provide insurance coverage in compliance with the attached Insurance Requirements Outline. This agreement is governed by the attached terms and conditions. FEES AND PAYMENTS The professional fee is $17,250.00 for services with an additional hourly rate for other optional elements, if elected by the City. Project - related expenses are additional and include, but are not limited to consultant travel, production /distribution of the recruitment brochure and other printing and shipping requirements, long distance telephone fees, background checks, candidate assessments. Project - related expenses are approximately $7,500.00 for expenses related to the recruitment and the Assessment Center. Advertising fees on various web sites and classified advertising fees in printed publications will be directly billed to the City by the advertising vendors. The City will make payments for the project upon receipt of an invoice submitted by the Contractor. Payment will be effected in accordance with the Florida Prompt Pay Act. All invoices will be forwarded to the City for processing unless otherwise directed. Fees will be billed in four installments; 30% of the fee will be billed at the initiation of the contract; 30% at the initiation of Phase I; 30% at the initiation of Phase II; and the final 10% upon acceptance of offer by the candidate. forms. The Contractor shall complete and return to the City the attached W -9 and Vendor Phase I Task 1 — Candidate Profile Development/ Advertising/ $3,100.00 Marketing (includes one day on site by Lead Consultant) Task 2 — Identify Quality Candidates $3,100.00 Phase II Task 3 — Screening of Applications and Submission of $3,875.00 Recommended Finalists to Client. Task 4 — Reference Checks, Background Checks, and $2,325.00 Academic Verifications Phase III Task 5 — Final Process /On -Site Interviews with Finalists $3,100.00 includes two days on site by Lead Consultant Phase IV Assessment Center $1,750.00 Conclusion Acceptance of offer by candidate TOTAL PROFESSIONAL FEE $17,250.00 Additional work related to the search process and as specifically requested by $1500.00 per day the client which is outside of the scope of this project (i.e. additional onsite plus expenses meetings) is additional. The fixed professional fee for this recruitment anticipates no more than three onsite consulting days with one consultant. However, we would be pleased to provide additional onsite consulting visits for our standard daily rate of $1500 plus expenses.