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HomeMy WebLinkAboutKorn Ferry - Talent Acquisition Letter of Engagement - City Manager Search 2023 06 05 KORN FERRY° TALENT ACQUISITION LETTER OF ENGAGEMENT—PROFESSIONAL SEARCH PRIVATE AND CONFIDENTIAL June 5, 2023 Phil Hursh City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Dear Phil, Thank you for the opportunity to assist City of Winter Springs with this important search for a City Manager. This letter of engagement sets forth our understanding of your needs, and the terms and conditions on which our services will be provided. City of Winter Springs may be referred to as"City of Winter Springs,""Client,""you,"or"your." Korn Ferry(US), on behalf of itself and its affiliates (one or more of which may be performing services) and doing business as Korn Ferry, may be referred to as "Korn Ferry," "we," "our," or"us." This letter of engagement forms the agreement (the "Agreement") under which we will work together. Korn Ferry will provide the professional services described below (the "Services"). Our Understanding of and Response to Your Needs The scope of the Services will include the identification, screening and hiring of a City Manager for you. The hiring location will be Winter Springs, FL. We will work with you to develop a detailed position description for the role. Outline of Services Our experience has shown that the most successful search assignments are those in which we work closely and partner with our client. While we seek to identify and recommend suitable candidates for a position, you will decide whom to hire. There are several responsibilities that you will undertake to ensure that qualified candidates are made available. Among others, these include: ■ Provide Korn Ferry with the appropriate access to key leadership and the final hiring authority. ■ Indicate clearly those areas relevant to the search that you wish us to keep confidential. ■ Provide timely feedback to Korn Ferry on all aspects of the assignment. ■ Schedule interviews promptly with candidates and report your findings as soon as possible. ■ Provide Korn Ferry with information on candidates you may have identified from other sources or from within your organization, so that they may be evaluated as part of the search process. ■ Provide information to candidates about your company that will enable them to make informed career decisions. 101 ■ Agree on a communication strategy to discuss the progress of the search, including marketplace intelligence affecting the search. Below is a summary of the search methodology we will use to provide our Services. 1. Develop an Understanding of the Organization The engagement team will visit and/or speak over the phone with key personnel, as the confidential nature of the search allows, to understand the history, structure, culture and operations at each applicable business unit. We may also obtain a profile of personal characteristics of successful employees within the organization. In addition, we would like to review any relevant documents such as marketing literature, policy manuals, and organization plans. It is our desire to be as knowledgeable as possible about you and, specifically, prior to discussing the position with candidates. 2. Develop Position Specifications A draft specification for each open position will be developed based upon your existing job description, our discussions with key City of Winter Springs's decision-makers and our experience. The draft position specification will describe the basic responsibilities, title, reporting relationships and requisite experience necessary to meet performance criteria. In addition, the draft position specification will articulate the desirable competencies and personal characteristics of appropriate candidates. Once finalized, a final draft position specification will be reviewed with and approved by City of Winter Springs, and will serve as the benchmark for sourcing and screening candidates and will also be used as the marketing document shared with prospective candidates to describe the opportunity. This document will be used to screen candidates and guide our research efforts. 3. Identify Qualified Candidates An intensive search to locate persons with qualifications that closely match City of Winter Springs's requirements will be initiated after the position specification has been finalized. Our experience shows that many successful individuals with the desired qualities are usually not actively looking for a job and "word of mouth" solicitation or advertising normally does not locate the best candidates. Accordingly, it is our practice to research appropriate organizations to locate individuals who meet the position specification and who meet City of Winter Springs's requirements. However, to maintain the quality and consistency of prospective candidate evaluation, City of Winter Springs agrees that all candidates to be considered in this search assignment, regardless of source, will be our responsibility to evaluate and prioritize for further consideration in this process. In addition,we will contact the qualified individuals from our database and other confidential files on a direct inquiry basis. The process is designed to yield qualified candidates who would not have surfaced through routine solicitation in order for City of Winter Springs to compare and evaluate them. 4. Interview Candidates to Define Strengths/Fit with Role We will interview qualified candidates to obtain a realistic assessment of their accomplishments, capabilities, and potential fit for City of Winter Springs. A resume provided by the candidate describing past work experiences and education will be presented to City of Winter Springs on each candidate whom we recommend City of Winter Springs interview. At a mutually agreed upon time each week we will report our progress by telephone and will meet with City of Winter Springs personally, when appropriate, to review the progress on the engagement. Additionally, we will provide City of Winter Springs with a candidate report 2 outlining the status of active candidates so City of Winter Springs can track their progress through the interview process. This report is a good tool to ensure that candidates are put through the interview process in a timely manner. 5. Present Qualified Candidates The individuals most qualified for the targeted position(s) will be presented to City of Winter Springs for consideration. Normally, each candidate's initial phone screen/meeting with City of Winter Springs will be followed by in-depth, in-person interviews with the principal hiring manager. The finalist(s) selected for "second round" visits may then meet with all parties involved in the selection process to prioritize the candidates who best satisfy the needs of the position. City of Winter Springs always makes the final selection of candidates. We will assist, as a feedback conduit, in developing and negotiating the terms of employment. 6. Conduct Reference Checks on Successful Candidates Our practice is to compile the candid comments of individuals who are, or have been, in positions to evaluate the candidate's performance on the job. We rely, therefore, on the information provided to us by those individuals. We will present references summarizing our findings to City of Winter Springs on each candidate to whom an offer of employment is made. Reference checks are generally performed only after City of Winter Springs has expressed a strong interest in a particular candidate. Our practice is also to conduct an education verification (in countries where this is legal)for a finalist who has received an offer and advise you of the results. Professional Fees and Expenses Our professional fees are equal to one third (1/3) of the total first year compensation (base salary, target or guaranteed incentive bonus, and all other compensation including sign-on bonus) for each position we are seeking to fill. In our experience, the salary range for candidates at this level in this market can be wide, but for calculation purposes,this position is likely to have a base salary of approximately$160,000 to $200,000, with a midpoint of$180,000. Based on this estimated first year compensation, we will bill a minimum professional fee of$60,000 (the "Minimum Professional Fee"). We will invoice the Minimum Professional Fee in three (3) monthly installments of thirty four percent (34%) ("First Installment"), thirty three percent (33%) ("Second Installment"), and thirty three percent (33%) ("Third Installment"). The First Installment is due and payable upon your acceptance of this Agreement. Invoices for the Second and Third Installments will be rendered thirty (30) and sixty (60) days respectively after the date of your acceptance of this Agreement. All figures in this contract are in USD currency. All invoices are due and payable upon receipt. Korn Ferry assesses an administrative services fee for items such as database, search assessment, and research services, cyber security, and data privacy compliance (the "Administrative Services Fee"). The Administrative Services Fee will be billed at a monthly rate equal to five percent (5%) of the Minimum Professional Fee each month during the term of the search engagement. In addition, any direct, out-of-pocket expenses such as candidate and consultant travel, accommodation, and other costs will be billed monthly as incurred. If the Minimum Professional Fee has been fully invoiced prior to the completion of the assignment, no further professional fees will be billed until the engagement has been 3 concluded, but we will continue to bill the Administrative Services Fee and direct expenses monthly. At the conclusion of the search assignment, we will calculate the final professional fee based on the placed candidate's first year compensation for the position (the "Final Professional Fee") as reflected in a signed offer letter or contract which you provide to us. If the Final Professional Fee is greater than the Minimum Professional Fee, we will invoice you for the balance. If more than one executive is hired (or otherwise retained as a consultant or independent contractor) as a result of the work performed by Korn Ferry, a fee equal to thirty percent(30%)of the placed candidate's first year compensation will be due for each additional individual hired and will be invoiced by Korn Ferry upon placement. Client will be responsible for all applicable taxes (excluding taxes imposed on Korn Ferry's net income) imposed by any taxing authority, whether designated as value-added (VAT), sales, use, or other similar taxes ("Transaction Taxes"), now in effect or hereafter imposed, resulting from the fees arising pursuant to this Agreement. If Client is exempt from Transaction Taxes, Client must inform Korn Ferry of its exemption and provide to Korn Ferry complete and proper documentation evidencing the exemption. All prices in this Agreement are exclusive of Transaction Taxes. If Client is required by applicable law to deduct or withhold taxes from any payment due to Korn Ferry, Client will: (a) withhold the legally required amount from payment; (b) remit the withheld tax to the applicable taxing authority; and (c) promptly deliver to Korn Ferry original documentation or a certified copy evidencing remittance of withheld tax. If Client does not provide evidence of payment of withheld taxes, Client will reimburse Korn Ferry for the tax withheld from payment to Korn Ferry. Client will comply with all applicable income tax treaties and protocols in determining the amount of tax to withhold. We are a retained executive search firm. Our fees and expenses are neither refundable nor contingent upon our success in placing a candidate with your organization. Our fee structure applies even if an internal candidate emerges as your final choice. If payment is not made in a timely manner, Korn Ferry reserves the right to suspend services until all invoices are paid in full. We reserve the right to charge additional reasonable fees, should you subsequently make changes to the search specifications and strategy, as follows: ® Search specifications change: If your search specifications change to the point of seeking a new and different position description, prior fees paid toward the initial search will not be applicable towards your new search needs. Such changes cause us to restart our matching and candidate development efforts,with a new and different search execution process. ® Search placed on "hold": A search placed on hold for more than thirty (30) days will be subject to a new professional fee to resume the search. Due to market conditions and candidate availability, a new search execution process will be launched to re- identify and re-develop candidates. Termination Either party may terminate this Agreement upon written notice to the other party at any time (acknowledged email acceptable), subject to the Client's payment obligations as set out 4 below. Termination Date Payment Obligation During the first thirty (30) days after Client's The First Installment is a minimum retainer acceptance of this Agreement: and non-refundable. Client will also be billed for (i)the Administrative Services Fee and direct expenses incurred up to the date of termination; and (ii) direct expenses that cannot be cancelled. Between thirty-one (31) and sixty (60) days The First and Second Installments are due from Client's acceptance of this Agreement: and payable in full. Client will also be billed for(i) the Administrative Services Fee and direct expenses incurred up to the date of termination; and (ii) direct expenses that cannot be cancelled. Sixty-one (61) days or more from Client's The Minimum Professional Fee is payable acceptance of this Agreement: in full. Client will also be billed for(i) the Administrative Services Fee and direct expenses incurred up to the date of termination; and (ii) direct expenses that cannot be cancelled. In addition, a Final Professional Fee and any additional hire fee shall be due for all candidates hired prior to or within twelve (12) months after the effective date of termination. Korn Ferry will indemnify and defend Client and its affiliates, from and against all third party suits, claims, and all related liabilities and costs that are or are alleged to arise from: (a) Korn Ferry's gross negligence, willful misconduct, or fraud in the performance of the Agreement; (b) Korn Ferry's breach of this Agreement; or(c) intellectual property infringement. Client will indemnify and defend Korn Ferry and its affiliates from and against all third party suits, claims, and all related liabilities and costs that are or are alleged to arise from: (a) Client's decision to take any employment action with regard to any individual identified, evaluated, or assessed by Korn Ferry; and (b) Client's breach of this Agreement. In addition, if Korn Ferry receives a subpoena from any party relating to the Services or this Agreement, Client will pay all costs Korn Ferry incurs to respond to the subpoena. Neither party will be liable for any indirect, special, exemplary, consequential, punitive or incidental damages of any type, including lost profits or business interruption. Our aggregate liability for any damages, losses, costs and expenses arising out of this Agreement will not exceed in the aggregate the total amount of the professional fees paid to Korn Ferry pursuant to this Agreement. Nothing in this Agreement shall be interpreted to create a fiduciary relationship between you and Korn Ferry. Confidentiality Each of us will maintain the confidentiality of the other's confidential information. We may use and include information obtained in the engagement in our databases and use de-identified data for research and to improve our offerings. We continue to own our pre-existing intellectual property, including databases, assessments, tools, and methodology, and grant you a limited license to use the reports provided solely for your internal use. 5 Compliance with Legal and Regulatory Requirements Each party represents and warrants that it: (a) will comply with all applicable legal and regulatory requirements in connection with this Agreement, which include: (i) information privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data (such as the General Data Protection Regulation (GDPR) if applicable) and other laws and regulations that mandate the protection of personal data; (ii) anti-bribery, anti-corruption, anti-money laundering laws and regulations; and(iii) international trade sanctions, embargoes, or export bans of the US, EU, UK, UN and any other governmental or supranational body with jurisdiction over this Agreement or either party ("Sanctions"); (b) is not a subject of Sanctions; (c) is not owned or controlled by any person or entity subject to Sanctions; and (d) is not located or organized in, or owned or controlled by persons or entities in a jurisdiction subject to Sanctions(including Cuba, Iran, North Korea, Syria, and the Crimea Region of the Ukraine) ("Sanctioned Jurisdiction"). Client further represents and warrants that it will not transfer, provide access, or use the Services or work product(including tools and intellectual property) to or for the benefit of any Specially Designated National and Blocked Person (as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control), to or in any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute a violation of Sanctions. Any breach of this section is a material breach of this Agreement and grounds for immediate termination by the non-breaching party. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement requires Korn Ferry to do any act or refrain from doing any act which would result in Korn Ferry violating (or becoming subject to any penalty under) any laws to which it is subject. Korn Ferry's Assessment Tool Built into our search process and included in the Administrative Services Fee is Korn Ferry's assessment tool, our state-of-the-art candidate insight platform. This tool will be used during the search engagement, along with other data points to assist you in determining the most appropriate leadership characteristics for the role. We then use our proprietary assessment methodology to help evaluate candidate fit against these desired criteria, as well as your corporate culture. In addition, when applicable, we may use the expertise of our in-house industrial psychologist to assist you in interpreting results. Client Satisfaction Korn Ferry actively seeks client feedback on the quality of our work. At the conclusion of the assignment,we may ask you to take part in Korn Ferry's Client Satisfaction Survey conducted by an independent organization. We seek your candid assessment of our work so that we may be responsive to any suggestions regarding our professional service. The Consulting Team A key component of the Korn Ferry search process is the appointment of the consulting team. I will have primary responsibility for the assignment, and will be supported by other Korn Ferry personnel. The contact information of the key personnel is below: 6 Jeremy Gold Office Direct: (202) 531-4653 Managing Consultant Email: Jeremy.Gold@kornferry.com Client Acknowledgement This Agreement constitutes the entire agreement between you and Korn Ferry regarding the subject matter and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings or agreements regarding the same subject matter. Preprinted terms and conditions on any purchase order issued by Client, or terms and conditions included in Client's vendor set up process are superseded in their entirety by this Agreement and without force or effect, even if Korn Ferry signs the purchase order or acknowledges such terms to be set up as a vendor in Client's systems and whether such signature or acknowledgement occurs prior to or after the execution of this Agreement. Under no circumstances will Korn Ferry's acknowledgement of any such terms be considered an amendment to this Agreement. If this Agreement accurately describes the terms of our engagement, please have an authorized representative of City of Winter Springs sign, fill out the billing information below (including any required Purchase Order detail), and return the entire Agreement to me at Jeremy.Gold@kornferry.com. Our receipt of this Agreement signed by you authorizes us to proceed with our Services. Korn Ferry appreciates the opportunity to be of service to City of Winter Springs. If you have any questions now or during our engagement, please call me at (202) 531-4653. Sincerely, a," Jeremy Gold Managing Consultant Korn Ferry (US) Accepted by: City of Winter Springs KORN FERRY (US) By. J)4 By. p' ' # ,o ed Name: Name: Jeremy Gold Title: Title: Managing Consultant Date: I �I �G Z� Date: June 5, 2023 Billing Information—To Be Completed By Client Invoices will be sent to the following address: Company: ( rj n Address: 112(9 I�aa �h3 Address: Attn (Name, Title): (11 '� ►'�� i� � �n2 1(�O Email, Phone: f yr yap_ a�- fi�SS� Accounts Payable Contact: Company: ,� Y1 Address: Address: v r /'ir�c fL Attn (Name, Title): r 1 z (r Email, Phone: If a Purchase Order is required with an invoice, we must receive the Purchase Order Number with or immediately after acceptance of the Agreement. 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Cat-Na.10231X Form W-0(Ras.1t-201 a) i 9 r �a I March 30,2022 �IL ? Ms-MaryAngel Korn Ferry(US) 1SI00 Avenue of the Stars,Suite 1500 Los Angeles,CA 90067 ki Dear Mary, This letter is to confirm the information we have on file for Korn Ferry(US)as of February 17,2022 Legal Account Name: Kom Ferry(US) e Depository Account 4121135T75 Tax D: 41-0858903 t Routing Number. 121000248 la SWIFT BUG: WFBIUS@S(USD Payments) 's SWIFT BIC: WFBIUS6 FFX(Non-USD Payments) Account Type: Check-mg Amount Bank Nance: Welts Fargo Bank Bank Address: 420 Montgomery Street,San Franolsco,Ca 24104 Check Payment Addresses: Standard C very Ovemipht Kom ferry(US) Wets Fargo Lockbox Services 5kM NW W54 Kom Ferry(US) P.O.Box 1450 1801 Parkview drive,W Foor blinnearolis,MN 55485 5, Shoorev�ew,MN 55125 310-799-5335(foe Fed€x use only) If you have questions,please tali me at 626-S72-1S75,Monday through Friday,6:W a.m.to 3:00 p.m.Pacific Standard Time. r:a r Thank you. Y 111�ItCtd�OIii7i Client Service O{f oer qr Customer Care for Businesses Service Office c'z 1 Important notice E This letter is provided to the above referenced customer at their request.Wells Fargo Bank,N.A.('Wells Fargo", "we","us")does not represent and warrant that the Information provided Is complete or accurate,and any errors or omissions in the information shall not be a basis for a claim against us.The information may not disclose the �l entire relationship between the customer and Wells Fargo.The information is subject to change without notice. y This letter does not constitute a guarantee or other credit support of any nature,nor do we accept any duty, responsibility,liability,or obligation to any party that may arise from providing this letter,including any reliance upon the information or for any loss or damage that may result-The customer agrees to Indemnify,defend,and hold Wells Fargo harmless from and against any claim resulting from the disclosure and use of the information. 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