HomeMy WebLinkAbout20221267.tiffRESOLUTION
RE: APPROVE CONSULTING SERVICES AGREEMENT FOR OUTREACH RECRUITMENT
SERVICES FOR ASSISTANT COUNTY ATTORNEY AND AUTHORIZE CHAIR TO
SIGN - COOPERATIVE PERSONNEL SERVICES, DBA CPS HR CONSULTING
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Consulting Services Agreement for
Outreach Recruitment Services for an Assistant County Attorney, between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Human Resources, and Cooperative Personnel Services, dba CPS HR
Consulting, commencing upon full execution of signatures, and ending September 30, 2022, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Consulting Services Agreement for Outreach Recruitment
Services for an Assistant County Attorney, between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Resources, and Cooperative Personnel Services, dba CPS HR Consulting, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 4th day of May, A.D., 2022.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:dv
Weld County Clerk to the Board
BY:
2�
Sco t�K` James, Chair
TAI -C21-
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Mi - ree an, Pro-Tem
,P.
rry L. Bu
APP ��' ED AS - • o*"i•._ . �1 XCUSED
County Atorney
teve Moreno
Lori
Date of signature: l iz2
cc : cA Ca6), Ficcp,
s ti 3 /22
2022-1267
CA0016
CPS HR : CONSULTING
CONSULTING SERVICES AGREEMENT
County of Weld — Outreach Recruitment Services
for Assistant County Attorney
This Consulting Services Agreement (Agreement)
is by and between Cooperative Personnel
Services, dba CPS HR Consulting, a California
Joint Powers Authority (CPS HR) and the Agency
named in the signature block at the end of this
Agreement (Agency, hereafter referred to as
Client), and is effective as of April 25, 2022
(Effective Date). CPS HR and the Client shall be
collectively referred to herein as the "Parties" and
individually as a "Party."
A. Purpose. This Agreement defines CPS HR
consulting services, policies and procedures.
B. Services. CPS HR will provide certain
consulting services (Services) to Client as set
forth in the Statements of Work (attached
hereto as Exhibit ("A"). CPS HR shall perform
only the Services requested by Client, at the
times, dates, and locations specified by
Client.
C. Compensation.
1. Payment. Client will compensate CPS HR
for Services by paying certain fees as set
forth in the Statement of Work. Client will
reimburse CPS HR for business expenses as
set forth in the Statement of Work. Client will
pay all invoices within thirty (30) days from
receipt of invoice.
2. Funding. Client certifies that funding for
compensation payable to CPS HR under this
Agreement has been approved by Client's
governing body, either as a part of the general
operating budget or as a specific item. Client
further certifies that it anticipates sufficient
cash will be available for payment of
compensation as required above.
3. Late Payment. Any invoices not paid
within thirty (30) days may incur a service
charge of the lesser of two percent (2%) or
the maximum allowable by law per month on
any outstanding overdue balances. In
addition, reasonable collection costs may be
added to any invoice not paid within ninety
(90) days.
D. Taxes. Except as expressly stated in the
Statement of Work, the fees listed therein are
in addition to, and not in lieu of, any additional
fees, assessments, levies, taxes, etc.
Page 1 of 5
assessed against the transactions
contemplated herein (Taxes). With the
exception of Taxes imposed on CPS HR' net
income, all Taxes shall be Client's
responsibility. Client shall pay any Taxes,
which CPS HR may be required to collect and
remit, upon invoice.
E. Term and Termination of Agreement.
1. Term. The term of this Agreement is from
the Effective Date through September 30,
2022.
2. Immediate Termination upon Material
Breach. Either Party may terminate this
Agreement immediately upon any material
breach by the other Party.
3. Termination without Cause. Either Party
may terminate the Agreement without cause
upon thirty days written notice to the other
Party.
4. Payment on Termination. Upon
termination without cause, Client shall pay
CPS HR for all work performed through the
effective date of termination. For termination
upon material breach, Client shall pay CPS
HR for all work performed which is in
compliance with the terms of the Statement of
Work.
F. Limited Warranty.
1. Warranty. CPS HR represents and
warrants that: (i) it has the authority to enter
into this Agreement; (ii) it will comply with
applicable law; and (iii) it will provide Services
in a workmanlike manner consistent with
industry standards.
2. Warranty Disclaimer. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, CPS HR
EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED,
ORAL OR WRITTEN, WITH RESPECT TO
THE SERVICES AND THE WORK
PRODUCT INCLUDING, WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE OR IN
RESPECT OF ANY THIRD -PARTY
PRODUCTS OR SERVICES AND ALL
020aa 4la6v7
WARRANTIES IMPLIED FROM ANY
COURSE OF DEALING AND NO
REPRESENTATIVE OF CPS HR IS
AUTHORIZED TO GIVE ANY ADDITIONAL
WARRANTY.
G. Work Product.
1. Ownership. Upon CPS HR' receipt of fees
due under the Agreement, all studies, reports,
documents and other writings prepared by
CPS HR and its subcontractors, produced as
a result of CPS HR' work, or delivered by
CPS HR to Client in the course of performing
services (collectively, "Work Product") shall
become the property of Client and Client shall
have the right to use the materials without
further compensation to CPS HR or its
subcontractors.
2. Retention of Rights. Notwithstanding
Client's ownership of the Work Product, Client
acknowledges and agrees that: (i) CPS HR
has the right to re -use any of its know-how,
ideas, concepts, methods, processes, or
similar information, however characterized,
whether in tangible or intangible form, and
whether used by CPS HR in the performance
of Services or not, at any time and without
limitation, and (ii) CPS HR retains ownership
of any and all of its intellectual property rights
that existed prior to the Effective Date
including, but not limited to, all methods,
concepts, designs, reports, programs, and
templates as well as all training materials,
testing or assessment products, survey
content and copyrightable works.
H. Release of Information to Third Parties.
Each Party understands that information
provided to government entities may be
subject to disclosure under a public records or
freedom of information act. Each Party hereto
(each, a Recipient) shall protect and keep
confidential all non-public information
disclosed to Recipient by the other Party
(each, a Discloser) and identified as
confidential by Discloser, and shall not,
except as may be authorized by Discloser in
writing, use or disclose any such Confidential
Information during and after the term of this
Agreement. If CPS HR or Client receives a
request for disclosure of Confidential
Materials, such as a subpoena or a public
records or freedom of information request,
that Party shall immediately notify the other
Party of the request. Upon request, Client or
CPS HR shall maintain the confidentiality of
the Confidential Materials pending the grant
or denial of a protective order or the decision
of a court or administrative body as to
whether the requested materials must be
disclosed under the applicable public records
Page 2 of 5
statute. Client and CPS HR shall cooperate
with each other in seeking any relief
necessary to maintain the confidentiality of
the Confidential Materials. Each Party shall
defend, indemnify and hold the other
harmless from any claim or administrative
appeal, including costs, expenses, and any
attorney fees, related to that Party pursuing
protection of the Confidential Materials from
disclosure.
I. Indemnification. CPS HR agrees to
indemnify, defend, and hold Client, its agents,
officers, employees and volunteers harmless
from and against loss or damage (including
reasonable attorney's fees) arising from or
related to a claim of bodily injury or property
damage resulting from CPS HR' willful
misconduct or negligent performance of this
Agreement; provided that, Client notifies CPS
HR in a commercially reasonable time, in
writing of any such claim and gives CPS HR
(at CPS HR' expense) sole control of the
defense of same and all negotiations for its
settlement or compromise. CPS HR' liability
to indemnify Client shall be reduced to the
extent that such loss or damage was caused
or contributed to by the act, omission,
direction or negligence of Client, its agents,
officers, employees and volunteers over
which CPS HR does not have direct control.
J. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN,
NEITHER PARTY HERETO SHALL HAVE
ANY LIABILITY OR RESPONSIBILITY FOR
ANY INDIRECT, INCIDENTAL,
EXEMPLARY, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, DAMAGES ARISING
FROM LOSS OF PROFITS OR DATA),
EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. CPS HR' LIABILITY
FOR DAMAGES HEREUNDER SHALL NOT
EXCEED THE AMOUNT OF FEES PAID BY
CLIENT TO CPS HR.
K. Miscellaneous.
1. Notices. Any notice to the parties
required or permitted under this Agreement
shall be given in writing and shall be sent to
the persons at the address listed in the
Statement of Work.
2. Dispute Resolution; Remedies.
(a) In the event of a dispute, the parties may
agree to pursue mediation or either binding or
nonbinding arbitration to resolve their dispute,
under such rules as the parties may agree.
(b) If either CPS HR or Client determines it
appropriate to file a judicial action, then, in
addition to any other remed es available at
law or in equity, Client acknowledges that
breach of this Agreement may result in
irreparable harm to CPS HR for which
damages would be an inadequate remedy
and, therefore, CPS HR shall be entitled to
seek equitable relief, including injunction.
3. Attorneys Fees. If any legal action or
arbitration or other proceeding is brought to
enforce or construe the term of this
Agreement or because of an alleged dispute,
breach or default in connection with any
provision of this Agreement, the successful or
prevailing Party shall be entitled to recover
reasonable attorneys fees and other costs
incurred in that action, arbitration or
proceeding in addition to any other relief to
which it may be entitled.
4. Governing Law. This Agreement will be
governed by the laws of the State of California
without regard to its rules concerning conflict
of laws.
5. Force Majeure. Neither Party shall be
liable for delays caused by fire, accident,
labor dispute, war, insurrection, riot, act of
government, superior force, or any other
cause reasonably beyond its control.
6. Waiver. The failure of any Party at any
time or times to require performance of any
provision of this Agreement shall in no
manner affect its right to enforce that
provision at a later time. Nor shall the waiver
by either Party of a breach of any provision of
Cooperative Personnel Services dba
CPS HR Consulting,
2450 Del Paso Rd. Ste 220, Sacramento, CA 95834
By: c Qfif4y) }\d.\Cf iON
Sandy MacDonald -Hopp, CFO
Page 3 of 5
this Agreement be taken or held to be a
waiver of the provision itself. No waiver shall
be enforceable unless made in writing and
signed by the Party granting the waiver.
7. Entire Agreement; Modifications. This
Agreement constitutes the entire agreement
between the parties regarding the subject
matter hereof and supersedes all other
agreements, representations and warranties.
All modifications and supplements to this
Agreement must be in writing and signed by
both parties.
8. Counterparts; Facsimile Signature;
Electronic Signature. This Agreement may
be executed in any number of counterparts. If
this Agreement or any counterpart is signed
and then faxed or e -mailed by PDF or
otherwise, the faxed or -mailed copy bearing
the signature shall be as good as the original,
wet -ink signed copy for all intents and
purposes.
9. Authority to Sign. The person signing
this Agreement on behalf of the Client (the
Principal Signer) represents that he or she is
the head of the agency or is otherwise duly
authorized to sign this Agreement and to bind
the Client.
10. Ambiguities. As this Agreement has
been voluntarily and freely negotiated by both
parties, the rule that ambiguous contractual
provisions are construed against the drafter of
the provision shall be inapplicable to this
Agreement.
BOARD OF COUNTY COMMISSIONERS WELD
COUNTY, COLORADO
By:
St K. James, Chair
MAY 0 4 2022
ATTEST: �.�f.tit/ "4.
Weld - , my Clerk to the Bo
By.
Deputy C °rk to a Boa
02aa -yowl
Exhibit A
Statement of Work
All changes to this SOW must be mutually agreed to and executed in writing by duly authorized representatives of
both parties as an amendment to this SOW. Capitalized terms used herein shall have the meanings ascribed to them
in the Agreement.
1. SERVICES: CPS HR shall assist the County of Weld with outreach services for the Asistant County Attorney
recruitment as detailed below:
Phase I (Outreach Only)
Task 1 - Review and Finalize Executive Search Process and Schedule
The first step in this engagement is a thorough review of the following with the Hiring Authority:
■ Client 's needs, culture, and goals
■ Executive outreach process efforts to date, so we complement rather than duplicate efforts
■ Recruitment timeline and workplan
This will ensure that the County's needs are met in the most complete manner possible.
Task 2 - Candidate Profile and Recruitment Strategy Development
This task will be accomplished during a discussion involving the Hiring Authority and CPS HR. It will result in the
identification of the personal and professional attributes required for the position and will include the following
activities:
■ Development of a recruitment brochure that will highlight the unique benefits and favorable conditions that would
attract a new Incumbent. In this way we can draw attention to the reasons why your position and region would be
a great opportunity for a candidate.
■ CPS HR will identify and provide the Hiring Authority with a list of suggested advertising sources which may not
have been considered previously to reach the best candidates.
CPS HR is focused on reaching a diverse candidate pool and would recommend publications/websites that
are targeted to minority and female candidates.
Task 3 - Targeted Outreach and Advertisement
CPS HR will prepare an email distribution list containing prospective candidates and referral sources gleaned
from our database and research in targeted regional areas as well with other public sector organizations. This
will include a nationwide search. These individuals will receive a link to the Assistant County Attorney brochure
along with a personal invitation to contact CPS HR should they have any questions about the position. CPS HR
will also make personal phone calls to the candidates we identify as the most promising based on the candidate
profile.
CPS HR will place ads in agreed upon professional and affiliate websites to attract candidates on a
nationwide, regional, local, or targeted basis based on the recruitment strategy.
2. CLIENT RESPONSIBILITIES:
a. Client must timely perform all those Client roles and responsibilities set forth in this SOW. Successful
completion of this project within the time specified depends largely upon an effective working relationship
between Client and CPS HR project staff. For this reason, CPS HR requests that Client designate an
individual to coordinate communication, meetings, interview schedules, and review of products with the
project team.
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b. Any work products developed during the activities described above will be submitted to Client's Project
Representative for review, comment and/or approval. This is a critical step to ensure accurate, reliable, and
valid products.
3. CPS HR PROJECT MANAGER: Fatima Nukic
4. CLIENT PROJECT MANAGER: Ryan Rose
5. SERVICE FEES:
fnukic a(�coshr.us
rrose(a)weldgove. com
a. All Services provided to Client by CPS HR hereunder are priced on a FIXED PRICE basis. All amounts are
based upon the following assumptions. Any deviations from the following assumptions may result in an
increase in the Fees: (i) Client will timely perform its responsibilities as set forth in this SOW; and (ii) Services
will normally be performed during normal business hours, Monday through Friday, 8:00 a.m. to 5:00 p.m.,
excluding CPS HR holidays ("Normal Business Hours").
b. Professional Services Fees: The professional fixed fee of $7,500 covers all CPS HR services associated with
Phases I of the recruitment process, including the recruiter's time, the creation of a professional marketing
brochure, and advertising.
c. Invoices: CPS HR will invoice Client at the fixed fee rate of $7,500 upon completion of services. Client will pay
CPS HR within thirty (30) days following receipt of invoice.
6. In the event the project is terminated early, CPS HR will be paid such amount as is due for professional services
performed and out-of-pocket expenses incurred up to and including the effective date of termination.
7. This SOW covers work requested and performed prior to the commencement of this SOW.
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CONSULTING SERVICE AGREEMENT FOR OUTREACH RECRUITMENT SERVICES FOR
ASSISTANT COUNTY ATTORNEY - COOPERATIVE PERSONNEL SERVICES, DBA CPS
HR CONSULTING
APPROV D AS TO SUBSTANCE:
•
Elected Official or Department Head
APPROVED AS TO FUNDING:
Controller
APPROVED AS TO FORM:
County Attorney
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