UNIVERSITY OF LOUISVILLE Personal Service 5; PURCHASING DEPARTMENT Contract Number PeopleSoft SpeedType 0133B STATE CONTRACT I FOR PERSONAL SERVICES Encumbrance Amt- This Contract ("Agreement") is effective on (date of deliveryto the Legislative Research Commission) THIS CONTRACT (?Agreement?) is made and entered This Contract (?Agreement?) into this and expires between the University of Louisville, hereinafter referred to as the ?First Party," and Academic Search, Inc. 20-5120646 (Name of individual or Firm) (Social Security NumberlFederai lD Number) 1825 St NW. Ste 705, Washington, DC 20006 (Address) hereinafter referred to as the ?Second Party.?r *Second Party. or any principal thereof, will indicate by checking the appropriate box below it empioyed by the University of Louisviile or any af?liate. Universityof Louisvilie Employee? Yes No Iers, Name If yes, Second Party agrees to accept the agreement?based on the law set forth in KRS45A.340 as it relates to con?icts of interest of public of?cers and employees. WHEREAS, the First Party, in the exercise of its lawful duties. has determined upon the necessity of the performance of the following-described function(s): This is to continue using the services of Academic search, inc. to assist search committees in the recruitment of top levei executives, vice presidents or deans, to ?ll vacancies in the University's senior management team, as outlined in response to RFP 14?10. incorporated herein by reference. THIS is A RENEWAL OF PSC 12-056 WHEREAS, the First Party has concluded that either state personnel are not available to perform said function, or it would not be feasible to utilize state personnel to perform said function; and WHEREAS, the Second Party is available and would be quali?ed to perform such Function: and WHEREAS. for the hereinbeforewstated reasons, the First Party desires to await itself otLth?e services of the Second Party, NOW, THEREFORE, it is mutuality agreed by and between the parties hereto as follows: 1 . SERVICES The Second Party will perform the services which are described with particularity in the attached letter {to which reference is made below) which is made a part hereof as if fully incorporated herein. or. if no letter is necessary, as hereinafter described with particularity as follows. Where applicable, both parties will work with the University of Louisville Of?ce of Communications and Marketing to ensure compliance with the First Party?s graphic identity standards and strategic planningibrancling initiatives. Assist with searches in the following manner: (1) meet with client to gather information; (2) collaborate with client to develop overall search plan; (3) assist in determining how to advertise; (4) actively recruit highly quali?ed individuals who have high probability of success; screen applicants and nominees; (6) assist committee with interviews; facilitate conclusion of process. 2. CONSIDERATION A. FEE As fee for the services hereinbefore set forth, having been performed to the satisfaction of the First Party, the First Party agrees to pay the Second Party: a sum not to exceed 35 325300-00 to be paid in the following manner or on the following terms: (Please state frequency of payment, amount to be paid for speci?c services renderedlmilestone accomplished). Fee is based on 5 searches $65,000.00 per search, payable in three. equal installments for each search. The Second Party?s invoicets) for fee shall be signed and shall include not less than the following Information: PSC number, details of services provided including dates and dollar amounts The Second Party shall maintain supporting documents to substantiate invoices and shall furnish same if requested by the First Party. The First Party payment terms are net 30 days, subject to applicable funding approval. 8. TRAVEL EXPENSES. if authorized herein. The Second Party shall be paid for no travel expenses unless and except as speci?cally authorized by h? is paragraph as fonows all candidate and consultant travel and related expenses Travel expenses, if authorized, shall be billed in the following manner: C. OTHER EXPENSES, if authorized herein. The Second Party shall be reimbursed for no other expenses of any kind, unless and except as specifically authorized as follows: If the reimbursement of Such expenses is authorized, the reimbursement shall be only on an out?of- pocket basis. Request for payment of same shall be processed upon receipt from the Second Party of valid, itemized statements submitted periodically for payment at the time any fees are due. The Second Party shall maintain supporting documents that substantiate every claim for expenses and shall furnish same if requested by the First Party. D. MAXIMUM FOR FEE AND EXPENSES The Second Party's fee, travel expense reimbursement (if any) and other expense reimbursement (if any) relative to the services shall not exceed a total of 3. A. Invoicing for Fee: The Second Party?s fee shall be original invoice(s) and shall be signed by the Second Party. The invoice(s) must conform to the method prescribed under Section (2), Consideration, Paragraph A. B. Invoicing for Travel Expenses: The Second Party must follow instructions prescribed under Section (2), Consideration, Paragraph B. Either original or certified copies of receipts must be submitted for airline tickets, motel bills, restaurant charges, rental car charges, and any other miscellaneous travel expenses. C. Invoicing for Miscellaneous Expenses: The Second Party must follow instructions prescribed under Section (2), Consideration, Paragraph C. Expenses submitted shall be either original or certified copies. D. The Kentucky Model Procurement Code was recently amended to establish conditions for invoicing for fees for personal service contracts. ?No payment shall be made on any personal service contract unless the individual, firm, partnership or corporation awarded the personal service contract submits its invoice on a form established by the committee.? The Government Contract Review Committee has adopted a personal service contract invoice form that must be submitted with each invoice as a condition of payment. The Personal Service Contract Invoice Form shall be used for this purpose and may be found online at . 4. SIGNIFICANT CONTRACT DATES A. EFFECTIVE DATE This agreement is not effective unless and until the agreement is ?led with the Legislative Research Commission, with agreement accompanied by documentation of the need for such service and by documentation that state personnel are not available to perform such service or that it is not feasible for state personnel to perform such service. B. DATES WORK IS TO BE PERFORMED The period within the current fiscal year in which the services are to be performed under this agreement is from JUIY 1 20 14 ,to June 30 20 16 (Month Sr Day) (Month 8: Day) C. EARLIEST DATE OF PAYMENT No payment on this agreement shall be made before completion of the review procedure provided for in KRS 45A.705, unless and until alternate actions occur as set out in KRS 10. EXTENSIONS At the expiration of its initial term, this agreement may, at the option of the parties hereto, be extended upon the same terms and conditions as set forth herein for further periods not to exceed twelve (12) months each. subject to the advance approval of the Director of Purchasing. The terms and conditions of this agreement may be extended or amended according to the provisions of KRS Chapter 45A, and are subject to the approval of the Director of the Department of Purchasing andfor the Legislative Research Commission?s Government Contract Review Committee. SOCIAL SECURITY The parties are cognizant that the First Party is not liable for Social Security contributions pursuant to Section 418, 42 US. Code. relative to the compensation of the Second Party for this agreement. CANCELLATION The First Party shalt have the right to terminate and cancel this agreement at any time Upon thirty (30) days' written notice served on the Second Party by registered or certified maii. PURCHASING AND SPECIFICATIONS The Second Party certifies by his signature hereinafter that he will not attempt in any manner to influence any specifications to be restrictive in any way or respect. nor will he attempt in any way to influence any purchasing of services or commodities by the First Party. For the purpose of this paragraph and Paragraph 9, "he" is construed to mean "they" if more than one person is involved and if a ?rm, partnership, corporation, or other organization is invoived then ?he? is construed to mean any person with an interest therein. CONFLICT-OFJNTEREST LAWS AND PRINCIPLES The Second Party hereby certi?es by his/her signaturehereinafter that hefshe is iegaily entitled to enter into the subject agreement and certifies that hefshe is not and will not be violating any con?ict of interest statute. including KRS 45A.330 - 45A.340. 164.390, 45A.990 or KRS 11A.O40 of the Executive Branch Code of Ethics, rotating to the employment of former public servants. All Bidders shall comply with the Copeland "Anti-Kick Back? Act (18 USC 874) as supplemented in the Department of Labor Regulations (29 CFR, Part 3). This Act provides that each Bidder, subcontractor or subgrantee is prohibited from inducing, by any means, any person empioyed in the construction, completion or repair of public work to give up any part of the compensation to which he is otherwise entitled. Conflicts: The Second Party hereby certifies that (1 neither helshe nor any member of hislher immediate family1 is an employee of the University of Louisville or one of its affiliated corporations (?UofL employee?) no officer/managing partner of the Second Party nor any member of the partner's immediate family is a Uch employee and (3) no employee of the Second Party performing services for this Agreement nor that employee's immediate family is a UoiL employee . The Second Party further certifies that neither helshe nor any member of hislher immediate family have contributed more than the amount speci?ed in KRS to the campaign of the gubematoriai candidate elected in the Commonwealth of Kentucky at the election last preceding the date of this Agreement. The undersigned?s authorized signatory for the Second Party further swears under the penalty of perjury, that neither helshe nor the Second Party which he/she represents, has knowingly violated any provisions of the campaign finance laws of the Commonwealth. - and that the award of this Agreement to himlher or the Second Party which helshe represents will not violate any provisions of the campaign ?nance iaws of the Commonwealth. COMPLIANCE AND CHOICE OF LAW Second Party will comply with all applicabie law. regulation and University of Louisviile Policy. All questions as to the execution, validity, interpretation. construction and performance of this agreement shall be governed by immediate family means the individual?s biological. faster or adoptive parent, 3 stepparent. spouse, quaiifying adult, a biological. adoptive or foster child. a step child, a legal ward or a person whom the individual has (or had during the person's youth) daily responsibility and ?nancial support. mother, father, brother, sister, son, daughter, mother-ln-law, father-truism brother-ln-taw, sister-in-Iaw, son?in~law, daughter-In-law, grandparents, and grandchildren of both the individuai and spouse and for qualifying adult. A qualifying adult must be over 18 years of age, and, if a bidet! relative {or retatlve by adoption or montage) must be of the same or younger generation of the individual (as used in KRS 391.010), and. musl be residing in the individual's household and have done so for a period of at least 12 months, and. must be ?nancially interdependent (for example, have joint checking account or joint mortgage) for 12 months or longer, and, must be unmarried. 11. 12. 13. 14. 15. 16. the laws of the Commonwealth of Kentucky. Furthermore, the parties hereto agree that any legal action which is brought on the basis of this agreement shall be filed in the Franklin County Circuit Court of the Commonwealth of Kentucky. FEDERAL SUPPLIER CERTIFICATION No if yes, please have attached Supplier Certi?cation completed. Are federal funds being used? Yes OWNERSHIP OF INTELLECTUAL PROPERTY: Second Party agrees that any and at! inventions, improvements, modifications, discoveries, information, data and materials (hereinafter collectively ?inteilectuai Property") which are conceived, invented, authored, deveioped andior reduced to practice in the performance of this agreement, are the acts property of the University of Research Foundation, inc., a Kentucky non- pro?t corporation as the agent of the First Party for receiving grants and research agreements from external funding sources and which owns and controls intellectual property on behalf of the UofL and Second Party agrees to assign and does hereby assign to ULRF ail rights, title, and interest in such inteiiectual Property. intellectual Property for which a copyright could be registered, inciuding but not limited to software, computer programs, databases, web pages and documentation. and/or source code, (collectively, "Works"} developed by Second Party for First Party, shall be considered ?work for hire" such that ULRF, not Second Party, shall have fuli and complete ownership of Works deveioped. Second Party shall provide such Works to First Party when completed, but no later than at the termination or expiration of this Agreement. To the extent that any Works may not, by operation of law, be a work made for hire in accordance with the terms of this Agreement, Second Party hereby assigns to ULRF all right, titie, and interest in and to any copyright covering such Works, and ULRF shall have the right to obtain and hold in its own name any copyrights, registrations, or other proprietary rights that may be availabie. Second Party agrees to safeguard and keep confidential said intellectual Property and alt information (including records and dates) acquired from any source or developed by it in the performance of this Agreement. These conditions shall survive this Agreement. LOBBYING The Second Party certi?es that it has and wili continue to fuin comply with the Lobbying Disclosure Act of 1995, and other applicable laws, with regard to services under this Agreement with First Party and wilt maintain documentation of such compliance available for inspection by First Party as its designated agents. No funds from the agreement are to be used for any campaign for or against any candidate for public of?ce. - BILLING SERVICES: Audits: The First Party shaii be informed by the Second Party of any audit by the Second Party of its records and operations at the University. The First Party shall receive a full report of any such audits. The First Party or its designee shail have the right to conduct its own audit of the Second Party?s records as they relate to this contract by giving seven working days notice to the Second Party. The First Party shaii notify the Second Party, in writing, of any de?ciency made known as a result of said audits, in their accounting procedures. if the First Party should uncover any billing discrepancies of more than one (1) percent, the cost of such audit shall be at the Second Party's expense. INDEMNIFICATION: The Second Party hereby agrees to indemnify and hoid the First Party harmiess from and against any costs, liability, expenses (including reasonable attorney fees), damages, and lawsuits whatsoever arising from the Second Party's performance of the terms of this agreement. ELIGIBILITY TO iN GOVERNMENTAL PROGRAMS CERTIFICATSON: Second Party's signature on this Agreement certi?es that the Second Party, and where applicable subcontract Second Party, or any person performing services under this Agreement is not now nor have ever been excluded, suspended, debarred or otherwise deemed ineligible to participate in governmental healthcare, procurement, or other programs; (ii) is not now nor have ever been charged with or been convicted of a criminal offense rotated to the provision of government healthcare, procurement, or other programs and have not been reinstated in such programs after a period of exclusion, suspension, debarment, or If the Second Party. and where appiicabie subcontract vendor, or any person performing services under this agreement becomes ineligible for participation in such governmentai programs in the future, Second Party will have a process in place such that subcontract vendor(s) and any person performing services under this Agreement will notify the Second Party of such ineligibility. The Second Party will notify the University Purchasing Office within seventy-Mo (72) hours of the Second Party becoming aware of the governmental ineiigibility of the Second Party, any subcontract vendor, or any person performing services under this Agreement. 17. ENTIRE UNDERSTANDING: This Agreement represents the entire understanding and agreement between the parties relating to the services and supersedes all prior negotiations and agreements relative thereto. The language in all parts of this agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either University or Second Party. No provision of this agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. 18. AUTHORITY TO CONTRACT: Second Party and the principal signing on its behalf, certifies that it is validly organized with authority to do bu'siness and perform the terms hereunder, is qualified to do business in KY, if applicable. and is not prohibited from entering into or performing the terms of this agreement for any reason. RC I . Chair/Department Head Signature confirms that funds are available to cover the cost of these services 6 Shirley Willihnganz [4 Printed Name bat"; REVIEWED AS TO FORM 78; LEGALITY: Attorney, University'of Louisville '1 n? 1. Prin'tEd'Name I RECOMMENDED BY: /PurchW?icer or Authorized Repres?ltative Sally ensen Molsberger 5_ cf Printed Name Date Dept Name University Provost Dept. Contact Bridget Burke Dent. Phone (502) 562-7208 UNIVERSITY OF LOUISVILLE FIRST PARTY: M. Vice President for Business Affairs eke/tit Date 1 Mitchell Payne Printed Name SECOND PARTY: eds/can Signature Title Eric 5/344 Printed Name Date NOTE: Second Party may not begin work until contract has been received by the Legislative Research Commission. Receipt of a University of Louisville Purchase Order will be the department's noti?cation that payment may be made. 9/21/12