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HomeMy WebLinkAboutContracts & Agreements_79-2018PS 1 1 (4/E8) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of executive recruitment services ("Agreement") is made and entered in this 15th day of May, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and CPS HR Consulting ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE I — ENGAGEMENT OF CONSULTANT 1,1 City hereby engages Consultant to provide executive recruitment services for City (the "Services") 12 The Services shall be performed by Consultant in a professional mannet, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 21 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 3 2 City designates Tommi Ng, Assistant Director of Human Resources/Risk Management, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Consultant shall perform and complete the Services in a prompt and diligent mannet in accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference The Services shall commence within ten (10) days of the Effective Date of this Agreement I IcaWyn\AgreementslPSA CPS Professional Search rirm,doc I Ps 1 1 (4/18) 42 The term of this Agreement shall be for a pei iod of three (3) years from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial Term of this Agreement by two (2) one -yeas additional terms (each, a `Renewal Term"), on the sabre terms and conditions hereof, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term The Initial Term and any Renewal Terms are collectively hereinaftet referred to as the "Term" Agreement 43 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City Staff ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 The total compensation for Consultant's performance of the Services shall not exceed the amount of One Hundred Thousand Dollars ($100,000) per yeas City shall pay Consultant a fixed fee of seventeen thousand dollars ($17,000) fat each recruitment performed by Consultant for City during the Term of this Agreement, and compensate Consultant for authorized reimbursable expenses incurred by Consultant up to the amount of five thousand five hundred dollars ($5,500) per recruitment, in accordance with Exhibit "C" entitled "Project Costs and Houily Rates" attached hereto and incorporated herein by reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to tills Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, of (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, of such other address as a Party may provide notice in accordance with this section City Tommi Ng, Assistant Director, HR/Rislc Mgmt City of Redlands 35 Cajon Street P O Box 3005 (mailing) Redlands, CA 92373 2 11ca%dpn\AgreementslPSA CPS ProfessLonal Search iirm.doc Consultant Melissa Asher CPS HR Consulting 2450 Del Paso Road, Suite 220 Sacramento, CA 95834 PS 1 1 (4118) ARTICLE 6 — INSURANCE AND INDEMN1171CATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of Its performance of the Services Consultant shall not perform any Services unless and until the required Insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such Insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (3 0) days prior wt itten notice to City A Woikers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an Insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "D-' entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Professional Liability insurance in the amount of One Million Dollars ($1,000,000) per claim made D Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily Injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and ernployce non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents fiom and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act of omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services 11cMdjmlAgrccmentslPSA CPS Professional search rirnr.doc 3 PS 1 1 (4118) ARTICLE 7 — CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement of any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant, A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt of enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, ordei of similar authorization or entitlement, (iii) authorize City to enter into, modify of renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications foi such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, of grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 73 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE S — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees fol the use of in-house counsel by a Party. 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. I 1ca\dpnlAgrcementslPSA CPS Protessional Search riwdoc 4 Ps 1 1 (4118) 83 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City of engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit of unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such othei information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination 85 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals of verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided foi herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 88 if one or more of the sentences, clauses, paragraphs of sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or I1ca1dpnlApreementslPSA CPS Protessional Search rmn.doe PS -1 1 (4118) sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS CONSULTANT By Ceti Paul W Foster, Mayor Melissa Asher, Senior! Bader A�- Products and Services ATTEST: cj J ne Donaldson, City Cleric I 1ca1djm\Agreements\PSA CPS Professional Search Firm.doc 6 PS 1 1 (411 S) EXHIBIT "A" SCOPE OF SERVICES Phase I - Develop Candidate Profile and Recruitment Strategy Task 1 - Review and Finalize Executive Search Process and Schedule Task 2 - Key Stakeholder Meetings Task 3 - Candidate Profile and Recruitment Strategy Development Task 4 - Develop Recruitment Brochure Task 5 - Place Advertisements Phase 11- Aggressive, Proactive, and Robust Recruitment Task 1 - Identify and Contact Potential Candidates Task 2 — Resume Review and Screening Interviews Task 3 — Work with City to select Finalists Phase iii - Selection Task 1 - Design Selection Process Task 2 - Administer Selection Process Task 3 — Final Preparation for Appointment Two Year Guarantee If the employment of the candidate selected and appointed by the City, as a result of a full executive recruitment (Phases I, II, and 111), comes to an end before the completion of the first two years of service, CPS HR will provide the City with professional services to appoint a replacement Professional consulting services will be provided at no cost The City would be responsible only for reimbursable expenses This guarantee does not apply to situations in which the successful candidate is promoted or re -assigned within the organization during the two-year periost Additionally, should the initial recruitment efforts not result in a successful appointment, CPS HR will extend the aggressive recruiting efforts and screen qualified candidates until an offer is made and accepted CPS HR does not provide a guarantee for candidates placed as a result of a partial recruitment effort 11caldjm\Agrccments\PSA CPS Professional Search Firm doe 7 EXHIBIT "B" PROJECT SCHEDULE Project" Timeline PS 1 l (4118) The project team CPS HR has selected is prepared to begin work upon receipt of a fully executed contractual agreement All search activities up to and including the selection of a new Director of Human Resources/Risk Management can be completed in 14 to 16 weeks The precise schedule will depend on the placement of advertising in the appropriate professional journals, and the ability to schedule, as quickly as possible, the initial meeting A proposed schedule of major milestones is presented below 1 lealdyn\Agreements\PSA CPS Proiessional Search Firm.doe EXHIBIT "C" PROJECT COSTS AND HOURLY RATES � � f Professional Services PS 1 1 (4/18) Our professional fixed fee covers all CPS HR services associated with Phases I, 11, and 1I1 of the recruitment process, including the necessary field visits (up to three) to develop the candidate profile and recruitment strategy, assist the City with finalist selection, and facilitate candidate interviews Reimbursable Expenses Actual out-of-pocket expenses for such items as consultant travel, advertising, marketing, printing/copying, and postage/delivery charges are reimbursable at cost There is no mark-up on expenses and we will work proactively with the City to ensure that the dollars being spent for expenses are in keeping with the City's expectations Travel expenses for candidates who are invited forward In the interview process are not included under our reimbursable range The listed reimbursable expenses range includes a background check on the selected finalist candidate Professional Services Full Recruitment (Fixed Flat Fee) 1 $17,000 Reimbursable Expenses A-pproximate recruitment costs include Brochure Design and Printing Advertising Background check for one candidate IM Other recruitment expenses such as supplies, travel, and shipping *Professional fees and reimbursable expenses would be billed and paid monthly I Icaldjsn\Agreements\PSA CPS Professional Search Firm.doc 9 $5,000 $5,500 PS 1 1 (4/18) EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE 1/ I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct CPS HR Consulting By fel Melissa Asher hlcaldjmlAgeeinents\PSA CPS Professional Search Finn.doc 10 Date. 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