HomeMy WebLinkAboutProfessional Services Agreement - Goodwin Recruiting v1City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is entered into on the 16 day of April, 2024, by and between the CITY of
OSHKOSH, 215 Church Avenue, Oshkosh, Wisconsin 54901 (City), and Goodwin
Recruiting, 4 Center St. Exter, NH 03833 (Consultant).
1.Consideration. The City and Consultant agree to the terms and conditions of this
Agreement in return for the monetary and other consideration described herein. The
parties acknowledge the receipt of the consideration and further acknowledge that the
consideration given and received is of sufficient value to induce them to enter into this
Agreement.
2.Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile
various separate documents related to this project and incorporate them into this
Agreement. Therefore, the terms and conditions of this Agreement may be in multiple
places, and consist of the component parts described below. The component parts may
or may not be physically attached to this Agreement. Regardless of whether or not they
are attached, they are considered to be fully incorporated as a part of this Agreement. The
component parts of this Agreement are:
a.The terms of this Professional Services Agreement, including any other documents
or terms referenced and/or attached, but not including component parts identified
below.
b.City’s Request for Qualifications (or Proposals) issued April, 2024, and
particularly the Project Description and Timeline sections therein.
c.Consultant’s proposal dated DATE, and identified as the Exhibit A - "Proposal",
which is attached hereto.
d.Consultant’s Proposal: Exhibit A - "Proposal" submitted to the City on April 2024,
and particularly the Project Approach and Work Plan, Timeline and Work
Schedule, and Project Budget sections therein. This document is attached hereto.
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e.The terms and conditions are listed above in order of importance. If terms and
conditions in various component parts are conflicting, then the terms and
conditions in the component part first listed will control over the conflicting term
and condition found in the later component part. The preceding rule of
interpretation may be modified by the parties in particular circumstances where
described elsewhere in this Agreement.
3.Representatives. The parties assign the following persons as the primary contacts for their
respective interests related to managing and carrying out the tasks of this Agreement.
These persons may be changed upon written notice from the party making the change.
a.For the City: NAME, TITLE
b.For the Consultant: Josie Crudo (Sr. Recruiting Partner), Nino Divanovic (Sr.
Recruiting Partner) and Steven Farrahi (Regional Director of Recruiting)
4.Scope of Work. Consultant shall provide the services described in the component parts
identified above. Any changes must be placed in writing and signed by both parties.
Changes in scope may include a need to adjust the contract amount either up or down.
5.Records and Deliverables. Reports, plans and specifications, and other information may
be provided to City as deliverables for this Project.
a.Deliverables prepared under this Agreement shall become the property of the City
upon completion of the work and payment in full of all monies due to the
Consultant.
b.However, Consultant may continue to use the deliverables and information
therein for descriptions or discussions of this project in other contexts, and may
also use some or all of the information in the deliverables in or for other projects.
Any such subsequent use by Consultant shall be without royalty or other fees, or
obligations, to City.
c.Consultant’s deliverables are intended only for use related to the Project subject to
this Agreement, and are not subject to any warranty or guaranty if subsequently
modified or reused for a later project.
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d.Documents, including deliverables, created by Consultant may subsequently be
viewed by, or provided to, a third person as a public record not subject to redaction
or withholding by applicable law. In such instances, neither party retains control
over subsequent uses of these documents and therefore neither party shall
consider the other responsible for such subsequent use.
6.Term and Termination
a.Term. This Agreement shall commence upon the date indicated above and shall
terminate on completion of project, or the completion of the final item identified
in the Time Line and Work Schedule, whichever occurs first, or unless terminated
earlier by one of the parties as provided below, The City may extend this
Agreement, upon written notice to Consultant.
b.Termination.
i.For Cause. If either party shall fail to fulfill in timely and proper manner
any of the material obligations under this Agreement, the other party may,
at its discretion, terminate this Agreement by written notice. In this event,
the Consultant shall be entitled to compensation to the date of delivery of
the Notice.
ii.For Convenience. The City may terminate this Agreement at any time by
giving written notice to the Consultant no later than 30 calendar days
before the termination date. In this event, the Consultant shall be entitled
to compensation to the termination date.
7.Time of Completion. Consultant shall perform the services under this Agreement with
reasonable diligence and expediency consistent with sound professional practices. The
City agrees that the Consultant is not responsible for damages arising directly or indirectly
from any delays for causes beyond the Consultant’s control. For the purposes of this
Agreement, such causes include, but are not limited to, strikes or other labor disputes,
severe weather disruptions or other natural disasters, public health emergencies, or
failure of performance by the City. If the delays resulting from any such causes increase
the time required by the Consultant to perform its services in an orderly and efficient
manner, the Consultant shall be entitled to an equitable adjustment in schedule.
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8.Suspension, Delay, or Interruption of Work. City may suspend, delay, or interrupt the
Services of Consultant for the convenience of City. In such event, Consultant's contract
price and schedule shall be equitably adjusted.
9.Assignment. Neither party to this Agreement shall transfer, sublet or assign any rights
under or interest in this Agreement (including, but not limited to, monies that are due or
monies that may be due) without the prior written consent of the other party.
10.Independent Contractor. Consultant is an independent contractor and is not an employee
of the City.
11.Cooperation in Litigation and Audits. Consultant shall fully and completely cooperate
with the City, the City’s insurer, the City’s attorneys, the City’s Auditors or other
representative of the City (collectively, the “City” for purposes of this Article).
a.Cooperation is expected in connection with any internal or governmental
investigation or administrative, regulatory, arbitral or judicial proceeding
(collectively “Litigation”) or internal or governmental Audit, with respect to
matters relating to this Agreement.
b.Excluded from this duty of cooperation is a third party proceeding in which
Consultant is a named party and Consultant and the City have not entered into a
mutually acceptable joint defense agreement.
c.Examples of expected cooperation may include, but shall not be limited to,
responding to requests for documents and/or other records, and making
Consultant’s employees available to the City (or their respective insurers,
attorneys or auditors) upon reasonable notice for: (i) interviews, factual
investigations, and providing declarations or affidavits that provide truthful
information in connection with any Litigation or Audit; (ii) appearing at the
request of the City to give testimony without requiring service of a subpoena or
other legal process; (iii) volunteering to the City all pertinent information related
to any Litigation or Audit; and (iv) providing information and legal
representations to auditors in a form and within a timeframe requested.
d.City shall reimburse Consultant for reasonable direct expenses incurred in
connection with providing documents and records required under this paragraph
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and may require, at the City’s sole discretion, such expenses to be documented by
receipts or other appropriate documentation. Reasonable direct expenses include
costs, such as copying, postage and similar costs; but do not include wages,
salaries, benefits and other employee compensation. Consultant shall not be
entitled to additional compensation for employee services provided under this
paragraph.
12.Standard of Care. The standard of care applicable to Consultant's Services will be the
degree of skill and diligence normally employed by professional Consultants or
consultants performing the same or similar Services at the time said services are
performed. Consultant will re-perform any services not meeting this standard without
additional compensation.
13.City Responsibilities. The City shall furnish, at the Consultant’s request, such information
as is needed by the Consultant to aid in the progress of the project, providing it is
reasonably obtainable from City records. Consultant may reasonably rely upon the
accuracy, timeliness, and completeness of the information provided by City. To prevent
any unreasonable delay in the Consultant’s work, the City will examine all reports and
other documents and will make any authorizations necessary to proceed with work
within a reasonable time period.
14.Payment.
a.Amount. The City shall pay to the Consultant for the performance of the tasks
described in this Agreement an amount not to exceed $50,000 for the work to be
performed.
b.Payment. The Consultant shall submit itemized monthly statements for services.
The City shall pay the Consultant within 30 calendar days after receipt of such
statement. If any statement amount is disputed, the City may withhold payment
of such disputed amount and shall provide to Consultant a statement as to the
reason(s) for withholding payment. Amounts invoiced and not disputed shall be
paid according to the regular schedule agreed upon.
c.Additional Costs. Costs for additional services shall be negotiated and set forth in
a written amendment to this Agreement executed by both parties prior to
proceeding with the work covered under the subject amendment.
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15.Hold Harmless. It is the intention of the parties that each party shall be solely responsible
for its own actions, inactions, and activities, including the actions and activities of its own
officers, employees and agents while acting within the scope of their employment.
a.The Consultant covenants and agrees to protect and hold the City of Oshkosh
harmless against all actions, claims, and demands which may arise related to this
Project. Consultant’s obligations will be to the proportionate extent caused by or
resulting from the intentional or negligent acts of the Consultant, its agents or
assigns, its employees, or any Sub-Consultant it has retained to assist with this
issue. The relevant acts are those which are related to the performance of this
Agreement or which are caused by or result from any violation of any law or
administrative regulation. Consultant shall indemnify or refund to the City all
sums expended including court costs, attorney fees, and punitive damages which
the City may be obliged or adjudged to pay. Claims or demands are due within
thirty (30) days of the date of the City’s written demand for indemnification or
refund for those actions, claim, and demands caused by or resulting from
intentional or negligent acts as specified in this paragraph.
b.Subject to any and all immunities and limitations contained in Wisconsin Statutes,
Sec. 893.80, and any applicable part of the Wisconsin Statutes, the City agrees to
hold Consultant harmless from liability, including claims, demands, losses, costs,
damages, and expenses of every kind and description (including death), to the
proportionate extent caused by or result from the intentional or negligent acts of
the City, its agents or assigns, its employees, or its Sub-Consultants related to the
performance of this Agreement or which may be caused or result from any
violation of any law or administrative regulation, where such liability is founded
upon or grows out of the acts or omission of any of the officers, employees or
agents of the City of Oshkosh while acting within the scope of their employment.
16.Insurance. The Consultant agrees to procure and retain in good standing policies which
in all respects comply with the attached City of Oshkosh Insurance Requirements for
Professional Services.
17.Whole Agreement / Amendment. This document and any attachments identified or
documents referenced contain all terms and conditions of the Agreement and any
additions, subtractions, or alterations to the resulting Agreement shall be invalid unless
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made in writing, signed by both parties and incorporated as an amendment to this
Agreement.
18.No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to
anyone other than City and Consultant and therefore there are no third-party beneficiaries
of this Agreement.
19.Non-Discrimination. The Consultant will not discriminate in its actions related to this
Agreement on the basis of race, color, creed, age, and gender, or other protected classes
as otherwise prohibited by law. A breach of this term may be regarded as a material
breach of this Agreement. Consultant agrees that all hiring or employment related to this
Agreement will not involve any discrimination against any employee or applicant for
employment related to race, color, religion, sex, sexual orientation, gender identity,
national origin, or other protected class as otherwise prohibited by law.
20.Public Records. The City is a governmental entity that is required to comply with
Wisconsin public records laws. Consultant acknowledges that Wisconsin Public Records
laws assume records are available for public viewing unless there are specific other laws
that prevent or limit release, and further acknowledges that documents provided to a
public entity such as the City are treated by the law differently than documents provided
to a private entity. Consultant also acknowledges that it is a contractor of the City and
therefore pursuant to Wisconsin law may be in possession of public records which are not
otherwise also in the possession of the City. Consultant agrees to cooperate with the City
and any public records requests. Notwithstanding any other term of this Agreement,
including component parts, the City will always be allowed to use documents in
conformity with all applicable laws, including public records laws. Any action the City
takes that is consistent with any applicable law shall not be considered a breach or
violation of this Agreement, regardless if this Agreement or any attachment or referenced
document includes terms or conditions that conflict with applicable law that the City is
following. Consultant may elect to challenge a public records decision by City, but must
do so at its own risk and own cost, regardless of the outcome of such challenge.
21.Confidentiality. City as a public body is required by law to maintain certain levels of
transparency of its activities, including those activities carried out through consultants.
Therefore, only those documents related to the Project that benefit from explicit statutory
protections may be redacted or withheld from release. Consultant’s designation of
documents or information as “confidential,” “proprietary,” or similar designation will not
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prevent its public viewing or use unless it is otherwise protected by law. Similarly,
references to lawful protections of information and documents through intellectual
property rights, trade secrets, or similar designations, will be protected only to the extent
that they qualify for statutory or common law protections. As a general rule, in light of
the statutory definition and required chain of custody protocols, it is unlikely that
information disclosed to City would be considered a valid trade secret. Consultant may
elect to challenge a decision in this regard by the City, but will do so at its own risk, and
its own cost, regardless of the outcome of such challenge.
22.Agreement Not to Be Construed Against Any Party. This Agreement is the product of
negotiation between all parties and therefore no term, covenant or provision herein or the
failure to include a term, covenant or provision shall be construed against any party hereto
solely on the basis that one party or the other drafted this Agreement or any term,
covenant or condition contained herein.
23.No Waiver. Failure of either party to insist upon the strict performance of terms and
provisions of this Agreement, or any of them, shall not constitute or be construed as a
waiver or relinquishment of that party’s right to thereafter enforce such term or provision,
and that term of the provisions shall continue in full force and effect.
24.Severability. If any term, covenant, condition or provision of this Agreement shall be
adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of
this agreement shall not be affected thereby and the remainder of the agreement shall be
valid and enforceable to the fullest extent permitted by law.
25.Choice of Law, Venue, and Dispute Resolution. The laws of the State of Wisconsin shall
govern the interpretation and construction of this Agreement. Winnebago County shall
be the venue for all disputes arising under this Agreement. The parties agree that it may
be beneficial to undertake an initial mutually agreeable mediation to resolve a dispute.
However, unless otherwise agreed to by the parties, all disputes shall be resolved by the
judiciary. Under no circumstance shall any dispute be subject to arbitration.
26.Signatures. By placing their signatures below, each individual affirms that the entity they
represent is authorized to enter into this Agreement, and further affirm that they are
authorized by the entity they are representing to bind their respective parties to the terms
and conditions of this Agreement.
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Goodwin Recruiting (business name)
By: ___________________________
Steven Farrahi - Regional
Director of Recruiting
CITY OF OSHKOSH
By: _______________________________
Mark A. Rohloff, City Manager
And: _______________________________
Diane Bartlett, City Clerk
Approved as to form: I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
this contract
_____________________________
Lynn A. Lorenson, City Attorney ______________________________________
Julie Calmes, Finance Director
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Our Proven Process
At Goodwin Recruiting, we are committed to delivering candidates who match your specific needs. Our sourcing process
is designed to ensure no viable candidates slip through the cracks. For every single candidate we submit, hundreds of
resumes have been reviewed, dozens of prescreens have been conducted, and the best matches have received full, live
interviews by a recruiter who is an expert in your industry.
Here's how we make it happen.
Get in Sync
Our recruiting team conducts a thorough meeting to learn every detail about your company, your hiring process, and your
needs.
Clarify Process
Procedures for submitting candidates and clear timelines for transparent communication are agreed upon.
Begin Searches
Your Goodwin recruiters launch an intensive search using all sourcing methods plus our internal database. We review
hundreds of resumes and select 25 to 50 candidates to prescreen.
Vet Candidates
Of the prescreened candidates, the best for your specific company are interviewed face to face or via webcam for a full
hour.
Submit Candidates
Of the interviewed candidates, we select only those who are a match. We educate and excite them about your company.
Coordinate Interviews
Your recruiter handles the time-consuming coordination of interviews. We share candidate feedback and insights you
wouldn't have access to otherwise.
Expedite Hiring Process
We work hard to make sure the best candidates don't get away. We facilitate smooth and timely recruiting measures as
you and your team execute your hiring process.
Exchange Transparent Feedback
Your recruiter eagerly receives information about any hits or misses with candidates presented, interviewed, and placed.
Foster a Congruent Partnership
We take pride in delivering the most qualified and well-vetted candidates to you and being a true partner in your success.
We stand behind our candidates. If they leave employment during a mutually determined period for any reason, we
provide a one-time replacement.
Goodwin presents candidates in accordance with Equal Employment Opportunity laws. Organizations are at their best
when people are hired for their skills and when the selection process is not tainted by any biases that could be interpreted
as discrimination. That includes any judgements or stipulations based on race, color, religion, age, sex, national origin,
disability status, gene/cs, protected veteran status, sexual orientation, gender identity or expression, or any other
characteristic protected by law.
EXHIBIT A "PROPOSAL"
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DRAFTThis Contingency Fee agreement is made between Goodwin Recruiting and City of Oshkosh (Hereinafter Company). Whereas Goodwin
Recruiting is in the business of recruitment of candidates for employment; Whereas Company is seeking candidates to fill position(s). The
parties therefore agree to the following:
Candidates Presented
● Goodwin Recruiting will seek candidates for position(s) as requested by Company. Fees shall be due and payable directly to Goodwin Recruiting
for such services if a Goodwin Recruiting referred candidate is hired by Company, any of its affiliates or as a result of a referral to another
company for any position within one year from last documented communication about the specific candidate between the Company and Goodwin
Recruiting. All candidates presented to the company through Goodwin Recruiting shall be considered represented by Goodwin Recruiting unless
the company received the candidate from another source within the last year and they are actively working with the candidate. If the company
received a candidate through another means and is actively working the candidate, it is the Company’s responsibility to notify and provide proof,
as requested, to the Goodwin Recruiting representative upon submission. If the company fails to notify Goodwin Recruiting or its representative
does any work at request of City of Oshkosh, it is agreed upon that all fees will be due if the candidate is hired by Company. Once a search is
started, if a candidate is presented for the position and that candidate is hired in any capacity, including as a consultant, the full fee will be
applied according to the position and salary they were submitted for.
●Goodwin Recruiting will refer all quality candidates in accordance with federal, state, and local EEOC laws.
●Company will make the decision to hire, or not hire, a candidate presented by Goodwin Recruiting independent of Goodwin Recruiting.
Goodwin Recruiting is not liable in any way for the independent hiring decisions of Company. Company understands they are responsible to
execute any background, drug, or other testing they deem necessary and are permitted by law. Goodwin Recruiting will provide references
upon request.
Fees
Positions Fee
General Placement Fee
20%
Guarantee / Payment Terms
● Goodwin Recruiting guarantees that if a placed candidate leaves employment of the Company, either voluntarily or through termination, for any
reason other than reduction of workforce, or if the separation is due to a clear company violation of sexual harassment, labor laws or similar legal
concerns, within 90 calendar days from the candidate’s start date, Goodwin Recruiting will provide a one-time replacement candidate, with a
comparable base salary, at no cost to the Company. There is no cash back. Company agrees that the guarantee portion of the agreement
becomes null and void if full payment is not received by the due date, if payments are made in installments or if the company fails to notify
Goodwin Recruiting within 10 days of the separation and/or prior to the expiration of the guarantee period.Goodwin Recruiting aims to fulfill the
replacement as soon as possible by supplying an ample number of candidates to review and consider, and the company agrees to communicate
timely and provide feedback on all replacement submissions. If company does not communicate thoroughly and timely, changes the search
criteria for the position without proper explanation, insists on a replacement candidate that does not align with EEOC or other local laws, or does
not coordinate an opportunity to replace the candidate within 1 year, it will be understood the replacement guarantee will be forfeited.
● The placement fee becomes due in full once the candidate begins employment. Company agrees to pay invoice within 25 days of the hired
Candidate’s start date. Unpaid fees shall be subject to a 5% late charge. Company agrees to pay Goodwin Recruiting any and all expenses
associated with failure to pay under the terms of this Fee Agreement, including but not limited to reasonable attorney and collection fees.
Details
●This agreement will remain in force unless either party submits and has ratified any changes as described below or chooses to terminate the
agreement at any time providing written notice to the other party. Both parties understand that if the agreement is terminated, all terms of the
agreement remain in effect for any activities or candidates submitted prior to the date of contract termination.
●The percentage placement fees above are calculated based on the 1st year projected annual base salary multiplied by the percentage rate.
Sales and use taxes will be assessed on the placement fee, if applicable.
●This Fee Agreement shall be subject to the jurisdiction and laws of the State of Wisconsin.
● Notwithstanding any choice of law provisions, the City of Oshkosh must follow Wisconsin public records law and such law will be followed by both
parties to this agreement.
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