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OUTPLACEMENT CONSULTING SERVICES
LHH July 1, 2020 Lori Vogel Procurement Manager Municipal Services Building 100 South Myrtle Avenue Clearwater, FL 33758 Re: LHH Services Dear Lori: This letter confirms the terms under which Lee Hecht Harrison LLC ("LHH") may from time to time provide for CITY OF CLEARWATER (the "Client") certain outplacement or talent development services (the "Services"), as more fully described in the Statement of Work attached hereto as Exhibit A. If the Client desires additional Services, the parties may update this letter by adding a new Statement of Work to include the agreed upon Services. Each Statement of Work shall, at a minimum, contain a description of the agreed upon Services, the fees and invoicing terms for the Services, and the effective dates for the Statement of Work, and shall be signed by LHH and the Client. If any terms in a Statement of Work conflict with this letter, the terms of the Statement of Work will prevail. The Client selected LHH in accordance with RFP #28-20 (the "RFP"), which is incorporated by reference and attached hereto as Exhibit B. All terms and conditions contained in the RFP, as modified by the exceptions taken in Lee Hecht Harrison's Exception Sheet — May 4, 2020 (the "Exception Sheet") attached hereto as Exhibit C, are incorporated into and made a part of this Agreement. If any terms conflict, the order of precedence shall be the terms of this letter, followed by the terms of the RFP as modified by the Exception Sheet. The terms of this letter agreement are effective for a period of one (1) year from the date set forth above, with the option for two (2) one (1) year renewals at the City's sole discretion. The City will give written notice of its intention to renew this agreement no later than thirty (30) days prior to expiration. Unless otherwise agreed by the parties, LHH will complete any Statement of Work that is still in progress on the effective date of expiration of this letter agreement. In addition to the fees for the Services, the Client will reimburse LHH for any pre -approved, direct expenses incurred in performing Services. If subsequent to the above date, any taxing authority in the Client's jurisdiction requires the collection of any sales or use tax on the Services, LHH will separately state such taxes on its invoices and the Client will pay such taxes in addition to the fees, if applicable. Fees will be invoiced at the time each particular service is initiated. Payment terms are net thirty (30) calendar days from date received by the Client. LHH shall be entitled to interest at the rate of 1.5% per month (18% per annum or the maximum legal rate, if less) for late payments starting on the due date of payment until payment in full is made. All Internet web tools and content, software, programs, documentation and other materials provided or developed by LHH in connection with the Services, and any copyrights and proprietary processes contained therein, will belong exclusively to LHH, its affiliates or content providers ("Intellectual Property"). LHH grants the Client and any recipient of the Services a worldwide, non-exclusive right and license to use such materials in connection with this Agreement. The Client is entitled to retain for its internal business purposes copies of any reports or other written materials that LHH may provide during performance of the Services. The Client acknowledges and agrees that any Intellectual Property or related materials may be used by the Client and any recipient of the Services for internal business purposes only and Client and recipients shall not, nor cause any third party to use the Intellectual Property or related materials to create a product or service which could be used to compete with LHH. In performing the Services, LHH is an independent contractor and the LHH personnel performing the Services will not be deemed employees of the Client or eligible to participate in any Client benefit plans. LHH is LHH US LOA Rev 5.31.2019 Page 1 of 6 LHH responsible for compensating its personnel and for ensuring that all employment-related taxes and assessments concerning their compensation are paid and properly accounted for. Each party agrees that during the term of this Agreement and for a period of six (6) months following the termination of this Agreement, it will not solicit, offer employment or hire any of the other party's employees. A reply to a general solicitation to the public, such as job postings or general circulation advertisements, will not be a violation of this agreement. Unless required by law, each party (as the "Recipient") agrees to keep confidential and not disclose to any third party, or appropriate for its own use (except as contemplated in furtherance of the Services) or the use of any third party, any Confidential Information received from the other party (as the "Disclosing Party"). The Recipient will take reasonable precautions to protect such information from unauthorized disclosure, except that each party may disclose Confidential Information to its employees or representatives who need to know to further the purposes of this letter agreement, and also as required by law. If the Recipient is legally compelled to disclose Confidential Information of the Disclosing Party, the Recipient will promptly notify the Disclosing Party and provide an opportunity (if then available) to contest the propriety of such order or subpoena. For purposes of this paragraph, "Confidential Information" means all information related to a party's business and affairs, including intellectual property, trade secrets, supplier and customer information, marketing and business plans, pricing, financial and accounting information, computer programs, data, specifications, know-how, and technology. "Confidential Information" will not include information that is (i) in the public domain through no unlawful act or fault of the Recipient, (ii) provided by a third party who was free to lawfully disclose it, (iii) already known to the Recipient provided that such information was not obtained in breach of this paragraph, and (iv) independently developed by the Recipient without use of the Disclosing Party's Confidential Information. This section will survive for five (5) years after completion of all Services. LHH will perform the Services in a professional manner, in accordance with industry standards, and guarantees the Client's satisfaction with Services. Should the Client or its covered employee be dissatisfied with LHH's Services, and if the Client reasonably believes such dissatisfaction is justified, Client shall notify LHH. LHH shall either: (a) take steps to resolve Client's dissatisfaction; or (b) work with the covered employee on a remedial basis, extending appropriate additional Services to the individual at no additional charge. If, after the expiration of a reasonable period of time, LHH is unable to resolve the situation to Client's (or the Covered Employee's) satisfaction, LHH shall reverse the charges incurred by Client for such Services and, at LHH's election, either credit the charges for the Services in question to the Client's account or refund such charges to Client. This paragraph states Client's sole remedies for claims concerning the condition of the Services; provided, however, that this performance guarantee does not waive or limit LHH's indemnity obligations as set forth herein. The Parties agree to the Indemnity provisions and Insurance requirements set forth in Exhibits B and C. EXPRESSLY EXCLUDING CLAIMS BASED ON ITS (i) BREACH OF CONFIDENTIALITY OBLIGATIONS OR (ii) INDEMNITY FOR THIRD PARTY CLAIMS, EACH PARTY'S LIABILITY IN CONNECTION WITH THIS ENGAGEMENT LETTER SHALL BE LIMITED TO AMOUNTS ACTUALLY PAID TO LHH FOR THE PROVISION OF SERVICES HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY MANNER FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. If either party institutes legal action to enforce these terms, the prevailing party will be entitled to recover its costs of suit, including reasonable attorney's fees. This engagement letter and its terms will be construed in accordance with the laws of Florida, without reference to its conflicts of law principles. In addition, the parties expressly agree that any dispute, suit, action or legal proceedings, which may arise out of or in connection with this engagement letter shall be instituted at the competent court responsible at the place of business in the jurisdiction where Services are provided, and the parties waive any right to claim or assert forum non conveniens. This letter agreement, including each Statement of Work executed hereunder, is our entire agreement concerning the Services and supersedes all prior communications or agreements about the subject matter, whether oral or written. Any changes will be documented in a written amendment to this letter agreement. LI -IH US LOA Rev 5.31.2019 Page 2 of 6 LHH This letter agreement may be executed in counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. This letter agreement may be executed and delivered by facsimile or electronic transmission. We appreciate the opportunity to be of service to your company. Please confirm your acceptance of the foregoing terms by signing and returning a copy of this letter to the attention of Vikki Dingman (Vikki.Dingman@Ihh.com). Confirmed and Agreed: CITY OF CLEARWATER, FLORIDA By: �a .pWannv1 William B. Horne II City Manager Approved as to form: Very truly yours, LEE HECHT HARRISON LLC Z7dIu�az Sarah Dollander SVP, Managing Director, Southern Region Attest: Le4u),Leot.: wen Kohler Rosemarie Call Assistant City Attorney City Clerk LHH US LOA Rev 5.31.2019 Page 3 of 6 LHH EXHIBIT A STATEMENT OF WORK This Statement of Work is entered into this 1st day of July, 2020, by Lee Hecht Harrison LLC ("LHH") and CITY OF CLEARWATER (the "Client"), pursuant to the Letter Agreement between the parties dated July 1, 2020 (the "Agreement"). This Statement of Work is incorporated into and made a part of the Agreement. 1. Effective Dates for this Statement of Work The terms of this Statement of Work are effective for a period of one (1) year from the date set forth above, with the option for two (2) one (1) year renewals at the City's sole discretion. 2. Description of Services — Outplacement. LHH will provide the following outplacement programs and related services for the Client and its eligible Covered Employees in the United States affected by employment separation, on an as -requested basis for the specified fees. The Client will determine eligibility for programs and agrees to provide LHH with the name and contact information (to include home address, personal telephone numbers, and personal email address) of each Covered Employee. LHH will contact Covered Employees to initiate their program services. All fees set forth below are contingent upon the Client providing LHH with valid contact information. SEE EXHIBIT A-1 3. Fees, Invoicing. and Related. (a) Fees. Client will pay the following fees for the Services: SEE EXHIBIT A-1 (b) Expenses. Reimbursable expenses include rental of audio/visual equipment and off-site meeting rooms (if required for seminars, workshops or training), refreshments for meeting participants, materials shipping costs, consultant travel in excess of a 50 -mile radius from the nearest LHH office (at IRS approved rate), consultant lodging and consultant meals. (c) Invoices. LHH will invoice the full fee for each outplacement program at the time the Covered Employee starts the services. LHH will invoice fees for workshops, training, and consulting services on completion of the respective Services and approved expenses as incurred. (d) Cancellation Policies. If seminars or workshops are provided as part of the Services, Client will incur a cancellation fee unless notice of cancellation is received by LHH at least 48 hours prior to a scheduled seminar or workshop date. The cancellation fee will consist of the actual daily rate of the seminar or workshop, plus any costs or expenses incurred by LHH in connection with the seminar or workshop that LHH cannot recover. These costs or expenses may include but are not limited to (i) mailing and shipping costs for materials intended for use at the seminar or workshop; (ii) costs for external conference rooms and related meals; (iii) any non-refundable travel and lodging expenses incurred. Appropriate documentation will be provided for such costs and expenses. (e) Solvency. In the event that: (i) the Client commences a voluntary case under Chapter 11 of the United States Code or the corresponding provisions of any successor laws or laws of a non -U.S. jurisdiction; (ii) anyone commences an involuntary case against the Client under Title 11 of the United States Code or the corresponding provisions of any successor laws or laws of a non -U.S. jurisdiction and (a) either the case is not dismissed by midnight at the end of the 60th day after commencement or (b) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or the Client makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in Title 11 of the United States Code or the corresponding provisions or any successor laws or laws of a non -U.S. jurisdiction) for the Client or all or substantially all of its assets; or LHH US LOA Rev 5.31.2019 Page 4 of 6 LHH (iv) the Client fails generally to pay its debts as they become due (unless those debts are subject to a good -faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so. Then, in any such event, LHH shall be under no obligation to continue the Services. 4. Key Contacts. Client Name and Title: -Jennifer Poirrier, Human Resources Director Phone: 727-562-4885 e-mail: Jennifer.Poirrier@myclearwater.com Name and Title: Jill Paul, Human Resources Manager Phone: 727-562-4886 e-mail: Jill.Paul @myclearwater.com LHH Name and Title: Vikki Dingman, VP, Business Development Phone: 407.341.9519 e-mail: Vikki.Dingman@Ihh.com 5. Location(s) where Services will be Provided. Various locations throughout the U.S. where LHH has operations. IN WITNESS WHEREOF, LHH and the Client have executed this Statement of Work, through their duly authorized representatives, as of the date set forth above. LEE HECHT HARRISON LLC CITY OF CLEARWATER By: Sara, 77d i. tc a4 Sarah Dollander SVP, Managing Director, Southern Region Name: CO (t haw► 3 • ( me By: W p . k LAALTO Title: (4+t( o't_ O In ao-er LHH US LOA Rev 5.31.2019 Page 5 of 6 LHH EXHIBIT A-1 Effective — July 1, 2020 to June 30, 2023 LHH Professional Fees & Program Options for CITY OF CLEARWATER I. Individual Career Transition Programs LHH US LOA Rev 5.31.2019 Page 6 of 6 • Dedicated Senior -Level Career Coach • Personal and Career Assessments • Resources to assist with the following: exploration of career options (including entrepreneurship opportunities or active retirement), resume creation/refinement, job campaign management, social media strategy and Executive profile development, training in job search skills and productivity 6 Months = $14,000 Service • Executive Job Search Work Team Access — LHH Networking group for senior - Program level employees 3 Months= $9,000 • Access to a team of LHH Branding Specialist for individual resume and Linkedln profile enhancement 1 Month= $7,000 • LHH Career Resource Network (CRN) portal • On-site and virtual workshops • Private office space available (telephone, computer, administrative support, LHH resources) • Lifetime access available to LHH's Alumni Career Portal • Dedicated Career Coach • Career Assessments • Resources to assist with the following: exploration of career options (including entrepreneurship opportunities or active retirement), resume creation/refinement, job campaign management, social media strategy and 4 Months = $5,000 profile development, training in job search skills and productivity 3 Months = $4,500 Professional • Access to a team of LHH Branding Specialist for individual resume and Linkedln Program profile enhancement 2 Months= $3,800 • Job Search Work Team Access — LHH Networking group for individuals with 3 month or longer programs 1 Month= $3,100 • Career Resource Network (CRN) portal • On-site Seminars and virtual workshops • Office space available (telephone, computer, LHH resources) • Lifetime access available to LHH's Alumni Career Portal • Dedicated Career Coach • Career Assessments • Resources to assist with the following: exploration of career options (including entrepreneurship opportunities or active retirement), resume creation/refinement, job campaign management, social media strategy and 4 Months = $2,200 Virtual profile development, training in job search skills and productivity 3 Months = $1,800 • Access to a team of LHH Branding Specialist for individual resume and Linkedln Professional profile enhancement 2 Months= $1,400 • Job Search Work Team Access — LHH Networking group for individuals with 3 month or longer programs 1 Month= $850 • Career Resource Network (CRN) portal & Virtual workshops • Lifetime access available to LHH's Alumni Career Portal LHH US LOA Rev 5.31.2019 Page 6 of 6 EXHIBIT B ' - F RWATF BRIGHT AND BEAUTIFUL • BAY TO BEACH REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services March 2, 2020 NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until 10:00 AM, Local Time, March 31, 2020 to provide Outplacement Consulting Services. Brief Description: The City of Clearwater Human Resources Department requests proposals from qualified firms to furnish the City with expert outplacement consulting services for separated employees on an as -needed basis. Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by the Procurement Division until the above noted time, when they will be publicly acknowledged and accepted. Proposal packets, any attachments and addenda are available for download at: httgs://www.mvclearwater.com/business/rfo Please read the entire solicitation package and submit the bid in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid. General, Process, or Technical Questions concerning this solicitation should be directed, IN WRITING, to the Procurement contact below: This Request for Proposals is issued by: Lori Vogel, CPPB Procurement Manager Lori.vogel(Wmvclea rwater.com Procurement Division 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33758-4748 727-562-4633 Tel v 11.2018 INSTRUCTIONS i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the contact listed on Page 1. Questions should be submitted in writing via letter, fax or email. Questions received Tess than ten (10) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal. i.3 VENDOR CONFERENCE / SITE VISIT: El Yes ® No Mandatory Attendance: 0 Yes ® No If so designated above, attendance is mandatory as a condition of submitting a proposal. The conference/site visit provides interested parties an opportunity to discuss the City's needs, inspect the site and ask questions. During any site visit you must fully acquaint yourself with the conditions as they exist and the character of the operations to be conducted under the resulting contract. i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: March 31, 2020 Time: 10:00 AM (Local Time) The City will open all proposals properly and timely submitted and will record the names and other information specified by law and rule. All proposals become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting the Procurement Division. i.5 PROPOSAL FIRM TIME: 120 Days from Opening Proposal shall remain firm and unaltered after opening for the number of days shown above. The City may accept the proposal, subject to successful contract negotiations, at any time during this time. i.6 PROPOSAL SECURITY: 0 Yes $ 0.00 ® No If so designated above, a proposal security in the amount specified must be submitted with the proposal. The security may be submitted in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, or cashier's check payable to the City of Clearwater (personal or company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. Such proposal security shall be forfeited to the City of Clearwater should the proposer selected fail to execute a contract when requested. PERFORMANCE SECURITY: 0 Yes $ 0.00 ® No If required herein, the Contractor, simultaneously with the execution of the Contract, will be required to furnish a performance security. The security may be submitted in one-year increments and in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, cashier's check or money order payable to the City of Clearwater (personal and company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. If the Contractor fails or refuses to fully comply with the terms and conditions of the contract, the City shall have the right to use all or such part of said security as may be necessary to reimburse the City for loss sustained by reason of such breach. The balance of said security, if Outplacement Consulting Services 2 RFP #28-20 INSTRUCTIONS any, will be returned to Contractor upon the expiration or termination of the contract. i.7 SUBMIT PROPOSALS TO: Use label at the end of this solicitation package City of Clearwater Attn: Procurement Division 100 S Myrtle Ave, 3r' FI, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 Proposals will be received at this address. Proposers may mail or hand -deliver proposals; e-mail or fax submissions will not be accepted. No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a proposal that is not properly addressed and identified. i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City's Procurement Office as the official time. i.9 LOBBYING. The integrity of the procurement process is critical. Communication regarding this solicitation for purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the City is strongly discouraged. This does not prohibit public comment at any City Council meeting, study session or Council committee meeting. This shall not apply to vendor -initiated communication with the contact(s) identified in the solicitation or City -initiated communications for the purposes of conducting the procurement including but not limited to pre-bid conferences, clarification of responses, presentations if provided in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal resolution, or surveying non-responsive vendors. i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City's final approval and execution of the contract, proposer does so at its own risk. i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than seven (7) business days in advance of the due date notify the contact on page one (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted after time specified for opening of proposals may not be considered. The City will not be responsible for any proposer errors or omissions. i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The City does not encourage exceptions. The Outplacement Consulting Services 3 RFP #28-20 INSTRUCTIONS City is not required to grant exceptions and depending on the exception, the City may reject the proposal. i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the specification calls for "Brand Name or Equal," the brand name product is acceptable. Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the City's needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The City reserves the right to reject proposals that the City deems unacceptable. i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the City prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the bid opening shall be allowed solely at the City's discretion. i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non -responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City's discretion and made to favor the City. No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a proposer may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The City's right to copy shall be for internal use in evaluating the proposal. i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. Outplacement Consulting Services 4 RFP #28-20 INSTRUCTIONS To achieve this purpose, it is essential that Respondents and Contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub -standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The City may request product samples from vendors for product evaluation. i.21 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the City improperly rejected its proposal, and/or believes the selected proposal is not in the City's best interests, the Respondent may submit a written protest. All protests and appeals are governed by the City of Clearwater Purchasing Policy and Procedures Section 18 ("Purchasing Policy"). If there exists any discrepancy in this Section i.21 and the Purchasing Policy, the language of the Purchasing Policy controls. Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before the bid opening must be filed with the Procurement Manager no later than five (5) business days before Bid Opening. Protests that only become apparent after the Bid Opening must be filed within the earlier of ten (10) business days of the alleged violation of the applicable purchasing ordinance. The complete protest procedure can be obtained by contacting the Procurement Division. ADDRESS PROTESTS TO: City of Clearwater - Procurement Division 100 So Myrtle Ave, 3"' FI Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 Outplacement Consulting Services 5 RFP #28-20 INSTRUCTIONS — EVALUATION i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of City employees. The City staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate discussions with any City employee or official. i.23 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The City must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the proposer is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references (including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the City, whether the proposer is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review proposer's facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Proposal. The City will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. d) If less than three (3) responsive proposals are received, at the City's sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements. For this RFP, the criteria that will be evaluated and their relative weights are: Evaluation Criteria (see Response Elements, page 21) Points Demonstrated Experience of the Firm and Personnel (Tab 2) 25 Firm's Approach to Provide Requested Services (Tab 3) 25 Consultant's Resources and Tools (Tab 3) 25 References (Tab 4) 15 Fees Structure (Tab 5) 10 i.24 SHORT -LISTING. The City at its sole discretion may create a short-list of the highest scored proposals based on evaluation against the evaluation criteria. Short-listed proposers may be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the City will finalize the ranking of shortlisted firms. i.25 PRESENTATIONS/INTERVIEWS. Presentations and/or interviews may be requested at the City's discretion. The proposer must provide a formal presentation/interview on-site at a City location upon request. i.26 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary, and will determine the scope and subject of any best & final request. However, the proposer should not Outplacement Consulting Services 6 RFP #28-20 INSTRUCTIONS — EVALUATION expect that the City will ask for best & finals and should submit their best offer based on the terms and conditions set forth in this solicitation. i.27 COST JUSTIFICATION. In the event only one response is received, the City may require that the proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the proposal price is fair and reasonable. i.28 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.29 NOTICE OF INTENT TO AWARD. Notices of the City's intent to award a Contract are posted to Purchasing's website. It is the proposer's responsibility to check the City of Clearwater's website at https://www.myclearwater.com/business/rfp to view relevant RFP information and notices. i.30 RFP TIMELINE. Dates are tentative and subject to change. Release RFP: March 2, 2020 Advertise Tampa Bay Times: March 4, 2020 Responses due: March 31, 2020 Review proposals: April 1, 2020 - April 10, 2020 Presentations (if requested): Week of April 20, 2020 Award recommendation: April 24, 2020 Contract Begins: May 2020 Outplacement Consulting Services 7 RFP #28-20 TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, supplier, proposer, company, parties, persons", "purchase order, PO, contract, agreement", "city, Clearwater, agency, requestor, parties", "bid, proposal, response, quote". S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full. responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified Outplacement Consulting Services 8 RFP #28-20 TERMS AND CONDITIONS in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter "Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. Outplacement Consulting Services 9 RFP #28-20 TERMS AND CONDITIONS S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or meetings where negotiation strategies are discussed, conducted pursuant to this RFP, shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this RFP are exempt from public disclosure until such time that the City provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A proposal or reply shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed meeting. The recording of, and any records presented at, the exempt meeting shall be available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. In addition to all other contract requirements as provided by law. the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call(ciamvclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The contractor's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. Outplacement Consulting Services 10 RFP #28-20 TERMS AND CONDITIONS d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current Outplacement Consulting Services 11 RFP #28-20 TERMS AND CONDITIONS background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; (ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) Conducts business in an unethical manner or in an illegal manner; or (iv) Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Section 27 of the City's Purchasing and Procedures Manual. c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non - defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non -defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. Outplacement Consulting Services 12 RFP #28-20 TERMS AND CONDITIONS c. The non -defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice. S.21 CONFLICT OF INTEREST F.S. Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor's properly prepared final invoice. S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor -provided supplies or services. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman -like and professional manner. The City's acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or Outplacement Consulting Services 13 RFP #28-20 TERMS AND CONDITIONS services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without Outplacement Consulting Services 14 RFP #28-20 TERMS AND CONDITIONS limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Procurement Division and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Procurement Division for resolution. Supplements may be written to the contract for the addition or deletion of services. S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Procurement Division. S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may Outplacement Consulting Services 15 RFP #28-20 TERMS AND CONDITIONS be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. Outplacement Consulting Services 16 RFP #28-20 DETAILED SPECIFICATIONS 1. INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the Tampa Bay region. It is the third largest city in the region with an estimated population of 110,000 residents. The City of Clearwater is also a major tourist destination — Clearwater Beach has been rated #1 U.S. Beach by TripAdvisor, "Florida's Best Beach Town 2013" by USA Today, and was on the "Top Ten List of Best Beaches from Maine to Hawaii". The City of Clearwater is home to the Philadelphia Phillies Spring Training and Clearwater Threshers Minor League Baseball, as well as hosting several sports tournaments through the year that attract visitors from across the country. Clearwater is home for Winter the Dolphin and the Clearwater Marine Aquarium. Winter's story made it all the way to Hollywood in the motion pictures "Dolphin Tale" and "Dolphin Tale 2", both filmed here in Clearwater. 2. OBJECTIVE. There are approximately 117 management and executive level employees overseeing an organizational staff of roughly 1,700. The City of Clearwater Human Resources Department is seeking to partner with one or more experienced firms to provide outsourcing services for former city management level employees once separated from employment under the Terminated Without Cause clause in their Employment Agreement Letter (EAL) contract. 3. SCOPE OF SERVICES. Prospective consultants are asked to describe their available range of outplacement services, including both individual and group options. Services should include, but not be limited to: a. Access to career assessment tools, resume and cover letter creation materials, and additional job search resources. b. Access to, at minimum, up to a twenty (20) week period of job coaching and training on topics including change management, resume development, networking, job application, interview preparation skills, job offer evaluation and job negation skills. The coaching must be provided online and may also include in person training. Coaches should possess certification of strong background in career counseling and should include the availability of bilingual (Spanish-speaking) coaches. c. Access to online or in person group interactive workshops or seminars designed to encourage networking, accountability, and support among job seekers. d. Monthly reporting of metrics of success of employees who are utilizing the contractor's job services and the average rate of employment or landing rate for those employees utilizing the services. 4. MINIMUM QUALIFICATIONS. Consultants responding to this RFP will explain their relevant experience in Response Elements, Tab 2, Demonstrated Experience of the Firm and Project Personnel. A minimum of three (3) references are required with the Qualifications Statement, preferably from other public entities for which similar services have been provided. 5. INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3)year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. Outplacement Consulting Services 17 RFP #28-20 DETAILED SPECIFICATIONS b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no Tess coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. d. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFP #28-20 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for Vendor's negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. Outplacement Consulting Services 18 RFP #28-20 DETAILED SPECIFICATIONS The stipulated limits of coverage above shall not be construed as a limitation of anv potential liability to the City, and City's failure to request evidence of this insurance shall not be construed as a waiver of Vendor's (or any contractors', subcontractors'. representatives' or agents') obligation to provide the insurance coverage specified. Outplacement Consulting Services 19 RFP #28-20 MILESTONES 1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. May 2020 — April 2021 If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. RENEWAL. At the end of the initial term of this contract, the City may initiate renewal(s) as provided herein. The decision to renew a contract rests solely with the City. The City will give written notice of its intention to renew the contract no later than thirty (30) days prior to the expiration. Two (2) one (1) year renewals are possible at the City's option. 4. PRICES. All pricing shall be firm for the initial term of one (1) year except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. The City shall not be invoiced at prices higher than those stated in any contract resulting from this proposal. a. The Contractor certifies that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions. The Contractor further agrees that any reductions in the price of the goods or services covered by this proposal and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. b. During the sixty (60) day period prior to the renewal anniversary of the contract effective date, the Contractor may submit a written request that the City increase the prices in an amount for no more than the twelve month change in the Consumer Price Index for All Urban Consumers (CPI -U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (htto://www.bls.gov/coi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. c. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm for each renewal term. d. No fuel surcharges will be accepted. Outplacement Consulting Services 20 RFP #28-20 RESPONSE ELEMENTS 1. PROPOSAL SUBMISSION - Submit one (1) signed original proposal, five (5) copies of the proposal, and one (1) electronic format copy on a disc or thumb drive, in a sealed container/envelope. 2. PROPOSAL FORMAT (the following should be included and referenced with index tabs) Table of Contents: Identify contents by tab and page number TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information: 1. The consultant's understanding of the work to be performed. 2. A positive commitment to perform the service within the time period specified. 3. The names of key persons, representatives, project managers who will be the main contacts for the City regarding this project. TAB 2 — Demonstrated Experience of the Firm and Personnel. The following information should be included: 1. A statement of qualifications, abilities, experience and expertise in providing the requested services. a. A description of what qualifies your company to provide the City with these services for the required period of time, provide appropriate staffing, provide necessary resources and a history of demonstrated competence. b. An assessment of the Consultant's abilities to meet and satisfy the needs of the City, taking into consideration the requested services, additional services and/or expertise offered that exceed the requirements, and any inability to meet some of the requirements of the specifications. 2. Identification of job coaches to be assigned to the City. Job coaches named in the proposal may not be substituted without permission of the City. Resumes, including relevant experience, may be included TAB 3 — Firm's Approach to Provide Requested Services and Resources. Clearly define the program(s) offered and your method of approach to include, but not limited to the following elements: 1. Resources and Tools utilized for assessment, training, coaching, including analysis and development tracking 2. Describe if the job coaches you intend to use are employees or independent contractors. Provide average turnover rate for job coaches utilized by your company. Include number of hours an employee who engages with your job coaches use on average. 3. Describe types of reports or other written documents you provide and the frequency of reporting job seeker engagement, success rates and activity reports. Include sample reports and documents. TAB 4 — References. A minimum of three (3) references, preferably from other public entities within the State of Florida, for whom Consultant has provided similar services. Include the name of entity, contact person's names, phone numbers, e-mail addresses, mailing addresses, type of service provided, dates the services were provided. TAB 5 — Fees Structure. Provide the fee structure for proposed services. Include the hourly rate of key staff/job coaches, any reimbursables, and other expenses that could be incurred by the City. Any fees/costs not disclosed in the proposal will not be allowed or negotiated into the resulting contract. TAB 6 -Other Forms. The following forms should be completed and signed: 1. Exceptions/Additional Materials/Addenda form 2. Vendor Information form 3. Vendor Certification of Proposal form 4. Scrutinized Companies form(s) as required 5. W-9 Form. Include a current W-9 form (htto://www.irs.gov/pub/irs-odf/fw9.pdf) Outplacement Consulting Services 21 RFP #28-20 EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note — Any material exceptions taken to the City's Terms and Conditions may render a Proposal non-responsive. No exceptions Exceptions taken (describe --attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this proposal Additional Materials attached (describe --attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor's responsibility to confirm if any addenda have been issued. Vendor Name Addenda Number Initial to acknowledge receipt Date: Outplacement Consulting Services 22 RFP #28-20 VENDOR INFORMATION Company LegalCorporate Name: Doing Business As (if different than above): Address: City: State: Zip: Phone: Fax: E -Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E -Mail Address: Day -to -Day Project Contact (if awarded): Name: Fax: Phone: E -Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Outplacement Consulting Services 23 RFP #28-20 VENDOR CERTIFICATION OF PROPOSAL By signing and submitting this Proposal, the Vendor certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent's offer, or in response to a public records request under Florida's public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors ("Subcontractors") will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. I) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: Outplacement Consulting Services 24 RFP #28-20 SCRUTINIZED COMPANIES FORMS SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. "Boycott Israel" or "boycott of Israel" means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli -controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel. STATE OF COUNTY OF The foregoing instrument was 20 , by as the corporation/entity), personally Authorized Signature Printed Name Title Name of Entity/Corporation acknowledged before me on this day of (title) of (name of person whose signature is being notarized) (name of or produced a known to me as described herein (type of identification) as identification, and who did/did My Commission Expires: NOTARY SEAL ABOVE not take an oath. Notary Public Printed Name Outplacement Consulting Services 25 RFP #28-20 MAILING LABEL CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER For US Mail SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #28-20, Outplacement Consultant Services Due Date: March 31, 2020, at 10:00 A.M. City of Clearwater Attn: Procurement Division PO Box 4748 Clearwater FL 33758-4748 For US Mail For Hand Deliveries, FEDEX, UPS or Other Courier Services SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #28-20, Outplacement Consulting Services Due Date: March 31, 2020, at 10:00 A.M. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave 3rd FI Clearwater FL 33756-5520 For Hand Deliveries, FEDEX, UPS or Other Courier Services Outplacement Consulting Services 26 RFP #28-20 EXHIBIT C LEE HECHT HARRISON LLC's EXCEPTION SHEET — MAY 4, 2020 Responsive to City of Clearwater REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services DOCUMENT SECTION # EXCEPTION EXPLANATION LHH's LEGEND for EXCEPTION SHEET: LHH's request for delstlon of language Is demonstrated with use of LHH's request for Insertion of new language Is demonstrated with use of TERMS AND CONDITIONS S.10 b. (Drug -Free Workplace) Requested Revisions: LHH would request revision of the final sentence of this section as follows: Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel while in the course of performing their duties, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. Reason for Revisions: Revision clarifies that such prohibition of Contractor personnel is applicable while such personnel are performing services. S.25 (Indemnification/ Liability) Subsection a. Requested Revisions: LHH would request revision of this provision as follows: a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all third -party liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. Notwithstanding the foregoi • , Contractor shall have no obligation to indemnify the City for claims, losses, costs, or damages to the extent arising out of the City's negligence or intentional misconduct. Reason for Revisions: This revision fairly balances the parties' risks and obligations. S.26 (Warranty) Requested Revisions: LHH would request replacement of this section with its standard performance guarantee as follows: Contractor will perform the Services in a professional manner, in accordance with industry standards, and guarantees the City's satisfaction with Services. Should the City or its eligible employee be dissatisfied with Contractor's Services, and if the City reasonably believes such dissatisfaction is justified, the City shall notify Contractor Contractor shall either: (a) take steps_ Page 1 of 5 EXHIBIT C LEE HECHT HARRISON LLC's EXCEPTION SHEET — MAY 4, 2020 Responsive to City of Clearwater REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services DOCUMENT SECTION # EXCEPTION EXPLANATION to resolve the City's dissatisfaction; or (b) work with the eligible employee on a remedial basis, extending appropriate additional Services to the individual at no additional charge. If, after the expiration of a reasonable period of time, Contractor is unable to resolve the situation to the City's (or the eligible employee's) satisfaction, Contractor shall reverse the charges incurred by the City for such Services and, at Contractor's election, either credit the charges for the Services in question to the City's account or refund such charges to the City This paragraph states the City's sole remedies for claims concerning the condition of the Services. Reason for Revisions: This provision is tailored to the outplacement services LHH provides and is more applicable than the "Warranty" provision that is directed primarily to delivery of goods. S.29 (Ownership) Requested Revision: LHH would request replacement of this section with its standard intellectual property provision as follows: It is acknowledged that the City is retaining Contractor to provide services based on Contractor's expertise in the provision of talent mobility services. Contractor will provide Services under this Agreement using delivery methodologies, technology, tools, software, materials and techniques ("Contractor Tools") which are proprietary to or licensed by Contractor, and the parties do not intend that Contractor develop or create any new products that are deliverable end items ("Deliverables") for the City. However, in the event that the City subsequently desires Contractor to create any Deliverables, the City and Contractor agree to discuss the scope of the Deliverable(s) and if agreed, will set out the requirements, including ownership rights, for any such Deliverable(s) in a Statement of Work, Otherwise, Contractor retains all rights, title and interest, including intellectual property rights, in the Contractor Tools, with the exception that the City, and any City affiliates and individuals receiving Services shall have a worldwide, fully -paid, royalty free right and license to use and operate any Contractor Tools to the extent necessary to obtain the benefit of the Services being provided hereunder. Additionally, the City has the right to retain and freely use for its internal business purposes any status reports, action plans or other written materials provided to the City by Contractor during the provision of the Services. Reason for Revision: LHH does not anticipate developing any intellectual property under this Agreement, nor is it customary for us to do so in provision of outplacement services. Please accept the above IP provision, which more correctly states the nature of the intellectual property at issue with respect to the services contemplated by this agreement. Page 2 of 5 EXHIBIT C LEE HECHT HARRISON LLC's EXCEPTION SHEET — MAY 4, 2020 Responsive to City of Clearwater REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services DOCUMENT SECTION # EXCEPTION EXPLANATION S.36 (Proprietary Rights Indemnification) Requested Revision: To the extent the City requires infringement indemnity, then LHH would request the following modification: Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without imitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; or(c) substitute for the infringing item other item(s) having at least equivalent capability Reason for Revision: The deleted language is inapplicable in the context of the outplacement services LHH provides. S.36 (Proprietary Rights Indemnification) Requested Revision: To the extent the City requires infringement indemnity, then LHH would also request the following language be added at the end of S.36: For the avoidance of doubt, this infringement indemnity does not cover claims arising from: the combination of such items with products or services not provided by Contractor; the modification of such items by any person other than Contractor; items come •110 . h • • - - • _ .. • designs provided by or at the direction of the City or (2) specifications or other information provided by or at the direction of the City; or use of Services or items in a manner not permitted or contemplated hereunder or by another obligation of the City to Contractor. Reason for Revision: The proposed language balances the indemnity requirements. Page 3 of 5 EXHIBIT C LEE HECHT HARRISON LLC's EXCEPTION SHEET — MAY 4, 2020 Responsive to City of Clearwater REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services DOCUMENT SECTION # EXCEPTION EXPLANATION New Section Requested Requested Revisions: LHH would request that a section addressing Invoicing and Payment be added. Particular details will need to be discussed by the parties' business representatives. Reason for Revision: It is LHH policy to include pay term and other relevant invoicing/ payment requirements in its contract documents. New Section Requested Requested Revisions: LHH would request that a Limitation of Liability provision be added as follows: 111 NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY MANNER FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EXCEPT FOR CLAIMS BASED ON A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL u •►• •: ►• 11\ 1. •\ •- _ •► •Z ■ C. 'G: r L 1l 1 ■ PARTY'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO AMOUNTS ACTUALLY PAID TO CONTRACTOR FOR THE PROVISION OF SERVICES HEREUNDER. Reason for Revision: It is LHH policy to include such provision in its client contracts. DETAILED SPECIFICATIONS 5. (Insurance Requirements) Requested Revisions: LHH would request that the final sentence of the first paragraph of Section 5 be deleted: The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. Reason for Revisions: LHH would not be in a position to modify or eliminate its deductibles or SIR. 5.b. (Commercial Automobile Liability Insurance) Requested Revision: LHH would request the requirement for auto liability coverage be deleted. Reason for Revision: LHH services do not involve commercial transportation nor do we own fleet vehicles. Page 4 of 5 EXHIBIT C LEE HECHT HARRISON LLC's EXCEPTION SHEET — MAY 4, 2020 Responsive to City of Clearwater REQUEST FOR PROPOSALS #28-20 Outplacement Consulting Services DOCUMENT SECTION # EXCEPTION EXPLANATION 5. Requested Revision: LHH would request revision of this provision as follows: (Insurance Requirements) Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the Subsection a. under insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor "Other Insurance Provisions" will furnish the City with a Certificate of insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and flaming including the City as an "Additional Insured" on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable . The address where such certificates and certified policies shall be sent or delivered is as follows: Reason for Revision: LHH's CGL policy contains a blanket endorsement to include LHH Clients as an additional insured. LHH does not provide copies of its insurance policies. Upon request, as provided above, we will provide a certificate of insurance naming the City as the certificate holder and we will provide copies of the required endorsements if needed. Page 5 of 5 SCRUTINIZED COMPANIES FORMS SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. "Boycott Israel" or 'boycott of Israel' means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli -controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel. STATE OF Ali t )-I (011 QI P- Auth nature ?/ah o // wJe Printed Name SVP, mama ,diet Titlec /iefk- f bN Name[o Entity Corporation COUNTY OF Int 641'11) V PA. The foregoing instrument was acknowledg d before me on this S day of 20 J by t I .1 ►� (name of person whose signature is notarized) as the .S v4, w.nr+l�C�C (title) of 44 - CT H Re I (name of cor ratan/entity), personally known to me as described herein , or produced a V j't 4' ((.,41— (type of Identification) as identification, 4 nd who /did not take an oath. My Commission Expires: NOTARY SEAL ABOVE Notary Public My Commission EPrnte xpiI d Name Dec. 9, 2020 r na Y'e't' tit.0 'I0ti 25 RFP #28-20 Outplacement Consulting Services ARD® CERTIFICATE OF LIABILITY INSURANCE DATE 0 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 have ADDITIONAL INSURED provisions or 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 Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 Attn: Adecco.certs@Marsh.com Fax: 212-948-0018 CN101540284-ALL-ALL-19-21 CONTACT NAME:PHONE FAX (A/C. No. Ext): AIC, Not: E-MAIL ADDRESS. INSURERS) AFFORDING COVERAGE NAIC # INSURER A : AXA Insurance Company 33022 INSURED ee Hecht Harrison c/o Adecco, Inc. 10151 Deerwood Park Blvd.INSURER Building 200, Suite 400 Jacksonville, FL 32256 INSURER B : National Union Fire Insurance Co Of Pittsburgh 19445 INSURER C : Illinois National Insurance Company 23817 D: New Hampshire Insurance Company 23841 INSURER E : American Home Assurance Company 19380 INSURER F : Greenwich Insurance Company 22322 COVERAGES CERTIFICATE NUMBER: NYC -010906962-03 REVISION NUMBER: 5 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. 1NSR TYPE OF INSURANCE ADDL INSn SUBR wvn POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL UABILITY X X PCS002071(20) 01/01/2020 01/01/2021 EACH OCCURRENCE $ 2,000,000 E TO PREMISES (EaENTED occurrence) $ 2,000,000 CLAIMS -MADE X OCCUR X CONTRACTUAL LIABILITY MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GE X 'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PECOT X PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ B B AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY, HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY X CA 6631119 (AOS) CA 6631118 (FL) 01/01/2020 01/01/2020 01/01/2021 01/01/2021 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE X X XS002072(20) 01/01/2020 01/01/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $10,000 $ D E C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A X WCO20608704(AOS) WC 020608705 (CA) WC 020608706 (FL) CONTINUED ON ACORD 101 01/01/2020 01/01/2020 01/01/2020 01/01/2021 01/01/2021 01/01/2021 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 F E&O / PROFESSIONAL LIABILITY INCLUDING TECHNOLOGY E&O US00097337E020A 01/01/2020 01/01/2021 EA. CLAIM/AGGREGATE SIR: 5,000,000 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Clearwater is/are included as additional insured (except workers' compensation and crime) where required by written contract. General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. Waiver of subrogation is applicable where required by written contract. The Workers' Compensation policy includes an Alternate Employer endorsement. Umbrella is follow form and excess of the primary General Liability, Auto Liability, and Employers' Liability subject to policy terms, conditions, and exclusions. City of Clearwater is/are included as Loss Payee regarding Crime Policy where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Clearwater Attn: Procurement Division, RFP #28-20 P.O. Box 4748 Clearwater, FL 33758-4748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _M pLVtlapa.i V�+� �cJVJ< ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACOR ND" AGENCY CUSTOMER ID: CN101540284 LOC #: New York ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA, Inc. NAMED INSURED Lee Hecht Harrison c/o Adecco, Inc. 10151 Deerwood Park Blvd. Building 200, Suite 400 Jacksonville, FL 32256 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER. 25 FORM TITLE. Certificate of Liability Insurance WORKERS COMP CONTINUED: INSURER: NEW HAMPSHIRE INSURANCE COMPANY POLICY NUMBER: WC 020608707 STATES: MA, ND, WA, WI, WY POLICY PERIOD: 01/01/2020 - 01/1/2021 LIMITS: EL EACH ACCIDENT: $2,000,000 EL DISEASE: $2,000,000 EL DISEASE - EACH EMPLOYEE: $2,000,000 EXCESS WORKERS COMP -OHIO ONLY: INSURER: NATIONAL UNION FIRE INSURANCE COMPANY OF PA POLICY NUMBER: XWC 6559342 POLICY PERIOD: 01/01/2020 - 01/01/2021 LIMITS: SIR: $3,000,000 EL EACH ACCIDENT: $1,000,000 EL DISEASE: $1,000,000 EL DISEASE- EACH EMPLOYEE: $1,000,000 CYBER: INCLUDING NETWORK SECURITY PRIVACY EVENT EXPENSE POLICY NUMBER: U5F00034020 CARRIER: ALUANZ UNDERWRITERS INSURANCE COMPANY POLICY PERIOD: 01/01/2020 - 01/01/2021 LIMIT: $10,000,000 SIR: $500,000 CRIME: WITH THIRD PARTY COVERAGE POLICY NUMBER: P-001-000326514-01 CARRIER: Axis Insurance Company POLICY PERIOD: 04/08/2020.04/08/2021 EACH CLAIM LIMIT: $ 10,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD